COMCAST CORPORATION 2002 DEFERRED COMPENSATION PLAN

 

 

                               COMCAST CORPORATION

                         2002 DEFERRED COMPENSATION PLAN

 

                          ARTICLE 1 - COVERAGE OF PLAN

 

     1.1. Continuation of Plan. Comcast Corporation, a Pennsylvania corporation,

hereby amends and restates the Comcast   Corporation   2002 Deferred   Compensation

Plan (the "Plan"),   effective   February 24, 2004 The Plan was initially   adopted

effective   February 12, 1974 and was amended and restated   effective   August 15,

1996, June 21, 1999,   December 19, 2000,   October 26, 2001, April 29, 2002, July

9, 2002,   November   18,   2002,   March 3, 2003,   December 1, 2003 and January 30,

2004.

 

     1.2.   Plan   Unfunded and Limited to Outside   Directors   and Select Group of

Management   or   Highly   Compensated   Employees.   The   Plan   is   unfunded   and is

maintained primarily for the purpose of providing outside directors and a select

group of management or highly compensated employees the opportunity to defer the

receipt of compensation otherwise payable to such outside directors and eligible

employees in accordance with the terms of the Plan.

 

                            ARTICLE 2 - DEFINITIONS

 

     2.1.   "Account"   means the   bookkeeping   accounts   established   pursuant to

Section 5.1 and maintained by the   Administrator   in the names of the respective

Participants,   to which all amounts   deferred and earnings   allocated   under the

Plan shall be credited,   and from which all amounts distributed   pursuant to the

Plan shall be debited.

 

     2.2. "Active Participant" means:

 

         (a)       Each   Participant   who   is in   active   service   as an   Outside

                  Director; and

 

         (b)       Each   Participant who is actively   employed by a Participating

                  Company as an Eligible Employee.

 

     2.3. "Administrator" means the Committee.

 

     2.4.   "Affiliate" means, with respect to any Person, any other Person that,

directly or   indirectly,   is in control of, is controlled by, or is under common

control with, such Person. For purposes of this definition,   the term "control,"

including its correlative terms "controlled by" and "under common control with,"

mean, with respect to any Person, the possession, directly or indirectly, of the

power to direct or cause the   direction of the   management   and policies of such

Person,   whether   through the   ownership   of voting   securities,   by contract or

otherwise.

 

     2.5.   "Annual Rate of Pay" means, as of any date, an employee's   annualized

base pay   rate.   An   employee's   Annual   Rate of Pay   shall   not   include   sales

commissions or other similar payments or awards.

 

     2.6. "Applicable Interest Rate" means:

 

<PAGE>

 

 

         (a)       Except as   otherwise   provided in Sections   2.6(b) or (c), the

                  Applicable   Interest Rate means the interest   rate that,   when

                  compounded    daily   pursuant   to   rules    established   by   the

                  Administrator from time to time, is mathematically   equivalent

                  to 12% per annum, compounded annually.

 

         (b)       Except to the   extent   otherwise   required   by   Section   10.2,

                  effective for the period beginning as soon as administratively

                  practicable following a Participant's   employment   termination

                   date to the date the   Participant's   Account is distributed in

                  full, the Administrator, in its sole discretion, may designate

                  the term   "Applicable   Interest   Rate" for such   Participant's

                  Account   to mean the   lesser of (i) the rate in   effect   under

                  Section   2.6(a)   or (ii) the   Prime   Rate   plus   one   percent.

                  Notwithstanding the foregoing,   the Administrator may delegate

                  its authority to determine the Applicable   Interest Rate under

                  this Section   2.6(b) to an officer of the Company or committee

                  of two or more officers of the Company.

 

         (c)       Except to the extent   otherwise   required by Section 10.2, the

                  Applicable   Interest Rate for Severance Pay deferred   pursuant

                  to Article 3 shall be determined by the Administrator,   in its

                  sole   discretion,   provided that the Applicable   Interest Rate

                  shall not be less   than the lower of the Prime   Rate or LIBOR,

                  nor   more   than   the   rate    specified    in   Section    2.6(a).

                  Notwithstanding the foregoing,   the Administrator may delegate

                   its authority to determine the Applicable   Interest Rate under

                  this Section 2.6(c) to an officer of the Company.

 

     2.7.   "Beneficiary"   means   such   person   or   persons   or legal   entity   or

entities,   including,   but not limited to, an   organization   exempt from federal

income tax under section   501(c)(3) of the Code,   designated by a Participant or

Beneficiary   to receive   benefits   pursuant   to the terms of the Plan after such

Participant's   or   Beneficiary's   death.   If no Beneficiary is designated by the

Participant or   Beneficiary,   or if no Beneficiary   survives the   Participant or

Beneficiary   (as the case may be), the   Participant's   Beneficiary   shall be the

Participant's   Surviving   Spouse if the Participant   has a Surviving   Spouse and

otherwise the Participant's   estate,   and the Beneficiary of a Beneficiary shall

be the Beneficiary's   Surviving Spouse if the Beneficiary has a Surviving Spouse

and otherwise the Beneficiary's estate.

 

     2.8. "Board" means the Board of Directors of the Company.

 

     2.9. "CCCHI" means Comcast Cable   Communications   Holdings,   Inc., formerly

known as AT&T Broadband Corp.

 

     2.10.   "Change of Control" means any   transaction or series of transactions

as a result of which any Person who was a Third   Party   immediately   before such

transaction or series of transactions   owns   then-outstanding   securities of the

Company   such that such Person has the ability to direct the   management   of the

Company,   as   determined   by the   Board in its   discretion.   The   Board may also

determine   that a Change of Control   shall occur upon the   completion   of one or

more   proposed   transactions.   The   Board's   determination   shall be   final   and

binding.

 

     2.11. "CHC" means Comcast Holdings   Corporation,   formerly known as Comcast

Corporation.

 

     2.12. "Code" means the Internal Revenue Code of 1986, as amended.

 

 

 

                                      -2-

<PAGE>

 

 

     2.13.   "Committee"   means   the   Compensation   Committee   of   the   Board   of

Directors of the Company.

 

     2.14. "Company" means Comcast Corporation,   a Pennsylvania corporation,   as

successor to CHC,   including   any   successor   thereto by merger,   consolidation,

acquisition of all or substantially all the assets thereof, or otherwise.

 

     2.15. "Company Stock" means:

 

         (a)       except as provided   in Section   2.15(b),   Comcast   Corporation

                  Class A Special Common Stock,   par value,   $0.01,   including a

                  fractional share; and

 

         (b)        with   respect to amounts   credited to the   Company   Stock Fund

                  pursuant   to   deferral   elections   by Outside   Directors   made

                  pursuant to Section 3.1(a), Comcast Corporation Class A Common

                  Stock, par value $0.01, including a fractional share;

 

and such other securities issued by Comcast Corporation as may be subject to

adjustment in the event that shares of either class of Company Stock are changed

into, or exchanged for, a different number or kind of shares of stock or other

securities of the Company, whether through merger, consolidation,

reorganization, recapitalization, stock dividend, stock split-up or other

substitution of securities of the Company. In such event, the Committee shall

make appropriate equitable anti-dilution adjustments to the number and class of

hypothetical shares of Company Stock credited to Participants' Accounts under

the Company Stock Fund. Any reference to the term "Company Stock" in the Plan

shall be a reference to the appropriate number and class of shares of stock as

adjusted pursuant to this Section 2.15. The Committee's adjustment shall be

effective and binding for all purposes of the Plan.

 

     2.16. "Company Stock Fund" means a hypothetical investment fund pursuant to

which income, gains and losses are credited to a Participant's Account as if the

Account,   to the extent deemed invested in the Company Stock Fund, were invested

in   hypothetical    shares   of   Company   Stock,    and   all   dividends   and   other

distributions   paid with respect to Company Stock were held   uninvested in cash,

and reinvested in additional hypothetical shares of Company Stock as of the next

succeeding   December   31 (to the   extent   the   Account   continues   to be   deemed

invested in the Company Stock Fund through such December 31),   based on the Fair

Market Value of the Company Stock for such December 31.

 

     2.17. "Compensation" means:

 

         (a)       In the case of an   Outside   Director,   the total   remuneration

                  payable in cash or payable in Company Stock (as elected by the

                  Outside   Director   pursuant   to the Comcast   Corporation   2003

                  Director   Compensation   Plan) for   services as a member of the

                  Board and as a member of any Committee of the Board; and

 

         (b)       In   the   case   of   an   Eligible    Employee,    the   total   cash

                  remuneration for services payable by a Participating   Company,

                  excluding   sales   commissions   or other   similar   payments   or

                  awards.

 

 

                                      -3-

<PAGE>

 

 

     2.18.   "Death   Tax   Clearance   Date"   means the date upon   which a Deceased

Participant's or a deceased Beneficiary's Personal   Representative   certifies to

the Administrator that (i) such Deceased Participant's or deceased Beneficiary's

Death   Taxes   have   been   finally    determined,    (ii)   all   of   such    Deceased

Participant's   or deceased   Beneficiary's   Death Taxes   apportioned   against the

Deceased   Participant's or deceased Beneficiary's Account have been paid in full

and (iii) all   potential   liability for Death Taxes with respect to the Deceased

Participant's or deceased Beneficiary's Account has been satisfied.

 

     2.19.    "Death    Taxes"     means    any    and    all    estate,     inheritance,

generation-skipping   transfer, and other death taxes as well as any interest and

penalties thereon imposed by any governmental entity (a "taxing authority") as a

result of the death of the Participant or the Participant's Beneficiary.

 

     2.20. "Deceased   Participant" means a Participant whose employment,   or, in

the case of a   Participant   who was an Outside   Director,   a   Participant   whose

service as an Outside Director, is terminated by death.

 

     2.21. "Disabled Participant" means:

 

         (a)       A   Participant    whose    employment   or,   in   the   case   of   a

                  Participant who is an Outside   Director,   a Participant   whose

                  service as an Outside   Director,   is   terminated   by reason of

                  disability;

 

         (b)       The duly-appointed   legal guardian of an individual   described

                  in Section 2.21(a) acting on behalf of such individual.

 

     2.22. "Eligible Employee" means:

 

          (a)       Each employee of a   Participating   Company who, as of December

                  31, 1989, was eligible to participate in the Prior Plan.

 

         (b)       Each employee of a Participating   Company who was, at any time

                  before   January 1, 1995,   eligible to participate in the Prior

                  Plan and whose   Annual   Rate of Pay is   $90,000   or more as of

                  both (i) the date on which an Initial   Election   is filed with

                  the Administrator and (ii) the first day of each calendar year

                  beginning after December 31, 1994.

 

         (c)       Each   individual   who was an   employee of an entity that was a

                  Participating   Company in the Plan as of June 30, 2002 and who

                  has an Annual   Rate of Pay of   $125,000 as of each of (i) June

                  30, 2002; (ii) the date on which an Initial   Election is filed

                  with   the   Administrator   and   (iii)   the   first   day of   each

                   calendar year beginning after December 31, 2002.

 

         (d)       Each employee of a Participating   Company whose Annual Rate of

                  Pay is   $200,000   or more as of both   (i) the date on which an

                  Initial Election is filed with the   Administrator and (ii) the

                  first day of the calendar year in which such Initial   Election

                  is filed.

 

         (e)       Each New Key Employee.

 

 

                                      -4-

<PAGE>

 

 

          (f)       Each   employee   of a   Participating   Company   who   (i)   as   of

                  December   31,   2002,   was an   "Eligible   Employee"   within the

                  meaning   of   Section   2.34   of   the   AT&T   Broadband   Deferred

                  Compensation Plan (as amended and restated, effective November

                  18, 2002) with respect to whom an account was maintained,   and

                  (ii)   for the   period   beginning   on   December   31,   2002   and

                  extending through any date of determination, has been actively

                  and continuously in service to the Company or an Affiliate.

 

         (g)       Each   other   employee   of   a   Participating    Company   who   is

                  designated by the Committee, in its discretion, as an Eligible

                  Employee.

 

     2.23. "Fair Market Value"

 

         (a)       If shares of   Company   Stock are   listed on a stock   exchange,

                  Fair   Market   Value   shall   be   determined   based   on the last

                  reported   sale price of a share on the   principal   exchange on

                  which   shares are listed on the date of   determination,   or if

                  such date is not a trading day, the next trading date.

 

         (b)       If shares of Company   Stock are not so   listed,   but trades of

                  shares are reported on the Nasdaq National Market, Fair Market

                  Value shall be determined   based on the last quoted sale price

                  of a   share   on the   Nasdaq   National   Market   on the   date of

                  determination,   or if such date is not a trading day, the next

                  trading date.

 

         (c)       If shares of   Company   Stock are not so listed   nor   trades of

                   shares so reported,   Fair Market Value shall be   determined by

                  the Committee in good faith.

 

     2.24.   "Former   Eligible   Employee"   means an employee   of a   Participating

Company who, as of any relevant date,   does not satisfy the   requirements   of an

"Eligible   Employee" but who previously met such requirements   under the Plan or

the Prior Plan.

 

     2.25. "Grandfathered   Participant" means an Inactive Participant who, on or

before December 31, 1991,   entered into a written   agreement with the Company to

terminate   service   to the   Company   or gives   written   notice of   intention   to

terminate   service to the Company,   regardless of the actual date of termination

of service.

 

     2.26.   "Hardship" means a Participant's severe financial hardship due to an

unforeseeable   emergency   resulting   from a sudden   and   unexpected   illness   or

accident of the Participant,   or, a sudden and unexpected illness or accident of

a dependent (as defined by section   152(a) of the Code) of the   Participant,   or

loss of the   Participant's   property   due to   casualty,   or   other   similar   and

extraordinary   unforeseeable   circumstances arising as a result of events beyond

the   control   of the   Participant.   A need to send   the   Participant's   child to

college or a desire to   purchase a home is not an   unforeseeable   emergency.   No

Hardship   shall be deemed to exist to the extent that the financial   hardship is

or may be relieved (a) through   reimbursement   or   compensation   by insurance or

otherwise,   (b) by borrowing from   commercial   sources on reasonable   commercial

terms   to the   extent   that   this   borrowing   would   not   itself   cause a severe

financial   hardship,   (c) by cessation of   deferrals   under the Plan,   or (d) by

liquidation   of   the   Participant's    other   assets   (including   assets   of   the

Participant's   spouse and minor   children that are   reasonably   available to the

Participant) to the extent that this   liquidation   would not itself cause severe

financial    hardship.    For   the   purposes   of   the   preceding    sentence,    the

Participant's   resources

 

 

 

                                      -5-

<PAGE>

 

 

shall be deemed to include   those assets of his spouse and minor   children   that

are   reasonably   available to the   Participant;   however,   property held for the

Participant's   child   under an   irrevocable   trust or under a   Uniform   Gifts to

Minors Act custodianship or Uniform Transfers to Minors Act custodianship   shall

not be treated as a   resource   of the   Participant.   The Board   shall   determine

whether   the   circumstances   of   the   Participant   constitute   an   unforeseeable

emergency and thus a Hardship   within the meaning of this   Section.   Following a

uniform   procedure,   the   Board's   determination   shall   consider   any   facts or

conditions deemed necessary or advisable by the Board, and the Participant shall

be required to submit any evidence of the Participant's   circumstances   that the

Board requires. The determination as to whether the Participant's   circumstances

are a case of   Hardship   shall   be based on the   facts   of each   case;   provided

however,   that   all   determinations   as   to   Hardship   shall   be   uniformly   and

consistently    made   according   to   the   provisions   of   this   Section   for   all

Participants in similar circumstances.

 

     2.27.   "Inactive   Participant" means each Participant (other than a Retired

Participant,   Deceased Participant or Disabled Participant) who is not in active

service as an Outside   Director and is not actively   employed by a Participating

Company.

 

     2.28. "Income Fund" means a hypothetical   investment fund pursuant to which

income,   gains and   losses are   credited   to a   Participant's   Account as if the

Account,   to the extent deemed   invested in the Income Fund,   were credited with

interest at the Applicable Interest Rate.

 

     2.29. "Initial Election" means a written election on a form provided by the

Administrator,   filed   with the   Administrator   in   accordance   with   Article 3,

pursuant to which an Outside Director or an Eligible Employee may:

 

         (a)       Elect to defer all or any portion of the Compensation   payable

                  for the   performance of services as an Outside   Director or as

                  an Eligible Employee   (including   Severance Pay, to the extent

                  permitted   with   respect to an Eligible   Employee   pursuant to

                  Section 3.2)   following   the time that such election is filed;

                  and

 

         (b)       Designate   the   time of   payment   of the   amount   of   deferred

                  Compensation to which the Initial Election relates.

 

     2.30.   "Insider"   means an   Eligible   Employee or Outside   Director   who is

subject   to the   short-swing   profit   recapture   rules of   section   16(b) of the

Securities Exchange Act of 1934, as amended.

 

     2.31.   "LIBOR" means,   for any calendar year, the interest rate that,   when

compounded daily pursuant to rules established by the Administrator from time to

time, is mathematically   equivalent to the annual London Inter Bank Offered Rate

(compounded   annually),   as published in the Eastern   Edition of The Wall Street

Journal, on the last business day preceding the first day of such calendar year,

and as   adjusted as of the last   business   day   preceding   the first day of each

calendar year beginning thereafter.

 

     2.32. "New Key Employee" means each employee of a Participating Company:

 

         (a)       who becomes an employee of a Participating   Company and has an

                  Annual Rate of Pay of   $200,000   or more as of his   employment

                  commencement date, or

 

 

 

                                      -6-

<PAGE>

 

 

         (b)       who has an Annual Rate of Pay that is increased to $200,000 or

                  more and who, immediately preceding such increase,   was not an

                  Eligible Employee.

 

     2.33. "Normal Retirement" means:

 

         (a)       For a   Participant   who   is   an   employee   of a   Participating

                  Company immediately preceding his termination of employment, a

                  termination of employment that is treated by the Participating

                  Company as a   retirement   under its   employment   policies   and

                  practices as in effect from time to time; and

 

         (b)       For a   Participant   who   is an   Outside   Director   immediately

                  preceding his   termination of service,   his normal   retirement

                  from the Board.

 

     2.34.   "Outside   Director"   means   a   member   of the   Board,   who is not an

employee of a Participating Company.

 

     2.35. "Participant" means each individual who has made an Initial Election,

or for whom an Account is   established   pursuant to Section   5.1, and who has an

undistributed   amount credited to an Account under the Plan, including an Active

Participant, a Deceased Participant and an Inactive Participant.

 

     2.36. "Participating Company" means:

 

         (a)       The Company;

 

         (b)       CHC;

 

         (c)       Comcast Cable Communications, LLC, and its subsidiaries;

 

         (d)       Comcast International Holdings, Inc.;

 

         (e)       Comcast Online Communications, Inc.;

 

         (f)       Comcast Business Communications, Inc.;

 

         (g)       CCCHI and its subsidiaries;

 

         (h)       Comcast Shared Services   Corporation   ("CSSC"),   to the extent

                  individual   employees   of CSSC or   groups   of CSSC   employees,

                  categorized by their secondment, are designated as eligible to

                  participate by the Committee or its delegate; and

 

         (i)       Any other   entities   that are   subsidiaries   of the Company as

                  designated by the Committee in its sole discretion.

 

     2.37.   "Person" means an   individual,   a   corporation,   a   partnership,   an

association, a trust or any other entity or organization.

 

     2.38. "Plan" means the Comcast Corporation 2002 Deferred Compensation Plan,

as set forth herein, and as amended from time to time.

 

 

 

                                      -7-

<PAGE>

 

 

     2.39.   "Prime Rate" means,   for any calendar   year, the interest rate that,

when compounded daily pursuant to rules   established by the   Administrator   from

time to   time,   is   mathematically   equivalent   to the   prime   rate of   interest

(compounded   annually) as   published   in the Eastern   Edition of The Wall Street

Journal on the last business day preceding the first day of such calendar   year,

and as   adjusted as of the last   business   day   preceding   the first day of each

calendar year beginning thereafter.

 

     2.40. "Prior Plan" means the Comcast Corporation 1996 Deferred Compensation

Plan, as in effect immediately preceding the amendment, restatement and renaming

of the Plan as the Comcast Corporation 2002 Deferred Compensation Plan.

 

      2.41. "Retired   Participant" means a Participant who has terminated service

pursuant to a Normal Retirement.

 

     2.42.   "Severance   Pay"   means any   amount   that is   payable in cash and is

identified by a   Participating   Company as severance pay, or any amount which is

payable on account of periods beginning after the last date on which an employee

(or former employee) is required to report for work for a Participating Company.

 

     2.43.   "Subsequent Election" means a written election on a form provided by

the   Administrator,   filed with the   Administrator in accordance with Article 3,

pursuant   to which a   Participant   or   Beneficiary   may elect to defer   (or,   in

limited   cases,   accelerate)   the time of   payment   or to change   the   manner of

payment   of   amounts   previously   deferred   in   accordance   with the   terms of a

previously made Initial Election or Subsequent Election.

 

     2.44. "Surviving Spouse" means the widow or widower, as the case may be, of

a Deceased Participant or a Deceased Beneficiary (as applicable).

 

     2.45. "Terminating Event" means either of the following events:

 

         (a)       the liquidation of the Company; or

 

         (b)       a Change of Control.

 

     2.46.   "Third   Party"   means   any   Person,    together   with   such   Person's

Affiliates,   provided   that the term "Third Party" shall not include the Company

or an Affiliate of the Company.

 

                  ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS

 

         3.1.      Elections.

 

         (a)       Initial Elections. Each Outside Director and Eligible Employee

                  shall   have   the   right   to defer   all or any   portion   of the

                  Compensation   (including   bonuses, if any, and, in the case of

                  Outside   Directors,    including   any   portion   of   an   Outside

                  Director's   Compensation payable in the form of Company Stock)

                  that he would   otherwise   be entitled to receive in a calendar

                  year by   filing   an   Initial   Election   at the time and in the

                  manner   described in this Article 3; provided   that   Severance

                  Pay shall be included as   "Compensation"   for purposes of this

                  Section

 

 

                                      -8-

<PAGE>

 

 

                  3.1 only to the extent   permitted,   and   subject to such rules

                  regarding   the   length   of any   initial   deferral   period   and

                  subsequent   deferral   period,   if   any,    established   by   the

                   Administrator in its sole discretion. The Compensation of such

                  Outside   Director or   Eligible   Employee   for a calendar   year

                  shall be   reduced   in an amount   equal to the   portion   of the

                  Compensation   deferred   by such   Outside   Director or Eligible

                  Employee   for such   calendar   year   pursuant   to such   Outside

                  Director's   or   Eligible   Employee's   Initial   Election.   Such

                  reduction   shall be   effected   on a pro rata   basis   from each

                  periodic   installment   payment of such Outside   Director's   or

                  Eligible   Employee's   Compensation   for the calendar   year (in

                  accordance with the general pay practices of the Participating

                  Company),   and   credited,   as a   bookkeeping   entry,   to   such

                  Outside    Director's    or   Eligible    Employee's    Account   in

                  accordance with Section 5.1.   Amounts credited to the Accounts

                  of Outside   Directors   in the form of Company   Stock   shall be

                  credited to the Company   Stock Fund and credited   with income,

                  gains and losses in accordance with Section 5.2(c).

 

          (b)       Subsequent   Elections.   Each Participant or Beneficiary   shall

                  have   the   right to elect to   defer   (or,   in   limited   cases,

                  accelerate)   the time of   payment   or to change   the manner of

                   payment of amounts previously   deferred in accordance with the

                  terms of a previously   made Initial   Election   pursuant to the

                  terms of the Plan by filing a Subsequent Election at the time,

                  to the extent, and in the manner described in this Article 3.

 

     3.2. Filing of Initial Election: General. An Initial Election shall be made

on the form provided by the Administrator   for this purpose.   Except as provided

in Section 3.3, no such Initial   Election shall be effective   unless it is filed

with the   Administrator   on or before December 31 of the calendar year preceding

the   calendar   year to which the   Initial   Election   applies;   provided   that an

Ini