Exhibit 10
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COMCAST CORPORATION
1996 DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
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Page
1. ESTABLISHMENT OF PLAN . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1
3. ELECTION TO DEFER COMPENSATION. . . . . . . . . . . 7
4. FORMS OF DISTRIBUTION . . . . . . . . . . . . . . . 11
5. BOOK ACCOUNTS . . . . . . . . . . . . . . . . . . . 11
6. NON-ASSIGNABILITY, ETC. . . . . . . . . . . . . . . 13
7. DEATH OR DISABILITY OF PARTICIPANT. . . . . . . . . 13
8. INTERPRETATION. . . . . . . . . . . . . . . . . . . 14
9. AMENDMENT OR TERMINATION. . . . . . . . . . . . . . 14
10. MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . 15
11. EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . 15
COMCAST CORPORATION
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1996 DEFERRED COMPENSATION PLAN
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(AS AMENDED AND RESTATED, EFFECTIVE DECEMBER 10, 1996)
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1. ESTABLISHMENT OF PLAN
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COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and
restates the Comcast Corporation 1996 Deferred Compensation Plan (the
"Plan"), effective as of December 10, 1996. The Plan was adopted
effective as of August 15, 1996, to permit outside directors and eligible
employees to defer the receipt of compensation otherwise payable to such
outside directors and eligible employees in accordance with the terms of
the Plan. The Plan is a continuation of the Prior Plan, which was
initially effective as of February 12, 1974. The Plan is unfunded and is
maintained primarily for the purpose of providing deferred compensation to
outside directors and to a select group of management or highly
compensated employees.
2. DEFINITIONS
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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 under the Plan shall be debited.
2.2 "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.
2.3 "Active Participant" means:
2.3.1 Each Participant who is in active service as an Outside
Director; and
2.3.2 Each Participant who is actively employed by a
Participating Company as an Eligible Employee.
2.4 "Administrator" means the Committee.
2.5 "Annual Rate of Pay" means, as of any date, the sum of:
2.5.1 An employee's annualized base pay rate, plus
2.5.2 The amount of bonus, if any, paid to such employee
pursuant to a Bonus Program during the 365-day period
ending on such date.
An employee's Annual Rate of Pay shall not include sales commissions or
other similar payments or awards.
2.6 "Applicable Interest Rate" means:
2.6.1 Except as otherwise provided in Section 2.6.2, the
Applicable Interest Rate means 12% per annum, compounded
annually as of the last day of the Plan Year.
2.6.2 Except to the extent otherwise required by Section 9.2,
effective for the period extending from 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 (1) the rate in effect
under Section 2.6.1 or (2) the Prime Rate plus one
percent, compounded annually as of the last day of the
Plan Year.
2.7 "Board" means the Board of Directors of the Company, or the
Executive Committee of the Board of Directors of the Company.
2.8 "Bonus Program" means a plan or arrangement maintained by a
Participating Company for the benefit of a class or category of employees,
which provides for the payment of a cash bonus to eligible members of such
class or category upon the satisfaction of such conditions as may be
provided under such plan or arrangement, provided that the term "Bonus
Program" shall not include any arrangement for the payment of sales
commissions or other similar payments or awards.
2.9 "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 directly or
indirectly owns then-outstanding securities of the Company having more
than 50 percent of the voting power for the election of directors of the
Company.
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2.10 "Committee" means the Subcommittee on Performance Based
Compensation of the Compensation Committee of the Board of Directors of
the Company.
2.11 "Company" means Comcast Corporation, a Pennsylvania
corporation, including any successor thereto by merger, consolidation,
acquisition of all or substantially all the assets thereof, or otherwise.
2.12 "Company Stock" means Comcast Corporation Class A Special
Common Stock, par value, $1.00, including a fractional share, or such
other securities issued by Comcast Corporation as may be the subject to
adjustment in the event that shares 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
2.12. The Committee's adjustment shall be effective and binding for all
purposes of the Plan.
2.13 "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 for such December 31.
2.14 "Compensation" means:
2.14.1 In the case of an Outside Director, the total cash
remuneration for services as a member of the Board and
as a member of any Committee of the Board; and
2.14.2 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.
2.15 "Deceased Participant" means:
2.15.1 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; or
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2.15.2 An Inactive Participant who dies following termination
of active service.
2.16 "Disabled Participant" means:
2.16.1 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;
2.16.2 An Inactive Participant who becomes disabled (as
determined by the Committee) following termination of
active service; or
2.16.3 The duly-appointed legal guardian of an individual
described in Section 2.16.1 or 2.16.2 acting on behalf
of such individual.
2.17 "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:
2.17.1 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 following the time
that such election is filed;
2.17.2 Designate the time that part or all of the Account shall
be distributed; and
2.17.3 Designate the manner in which income, gains and losses
will be credited to the Account.
2.18 "Eligible Employee" means:
2.18.1 Each employee of a Participating Company who, as of
December 31, 1989, was eligible to participate in the
Prior Plan;
2.18.2 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 (1) the date on which an Election
with respect to the deferral of Compensation is filed
with the Administrator and (2) the first day of each
calendar year beginning after December 31, 1994.
2.18.3 Each employee of a Participating Company whose Annual
Rate of Pay is $125,000 or more as of both (1) the date
on which an
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Election is filed with the Administrator and (2) the
first day of the Plan Year in which such Election is
filed.
2.18.4 Each New Key Employee.
2.19 "Fair Market Value."
2.19.1 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 last trading
day prior to the date of determination; or
2.19.2 If shares of Company Stock are not so listed, but trades
of Shares are reported on the Nasdaq National Market,
the last quoted sale price of a share on the Nasdaq
National Market on the last trading day prior to the
date of determination.
2.19.3 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.
2.20 "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.
2.21 "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.
2.22 "Hardship" means a Participant's serious financial hardship,
as determined by the Board on a uniform and nondiscriminatory basis
pursuant to the Participant's request under Section 7.3.
2.23 "Inactive Participant" means each Participant who is not in
active service as an Outside Director and is not actively employed by a
Participating Company.
2.24 "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.
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2.25 "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.
2.26 "New Key Employee" means each employee of a Participating
Company hired on or after August 15, 1996 whose annual rate of pay on his
date of hire is $125,000 or more.
2.27 "Outside Director" means a member of the Board who is not an
employee of a Participating Company.
2.28 "Participant" means each individual who has made an Election,
and who has an undistributed amount credited to an Account under the Plan,
including an Active Participant, a Deceased Participant, a Disabled
Participant, a Grandfathered Participant and an Inactive Participant.
2.29 "Participating Company" means the Company and each
Participating Company (as such term is defined therein) in The Comcast
Corporation Retirement-Investment Plan, as amended.
2.30 "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.
2.31 "Plan" means the Comcast Corporation 1996 Deferred
Compensation Plan, as set forth herein, and as may be amended from time to
time.
2.32 "Plan Year" means the calendar year.
2.33 "Prime Rate" means the annual rate of interest identified by
PNC Bank as its prime rate as of a Participant's employment termination
date and as of the first day of each calendar year beginning thereafter.
2.34 "Prior Plan" means the Comcast Corporation Deferred
Compensation Plan.
2.35 "Roberts Family." Each of the following is a member of the
Roberts Family:
(1) Ralph J. Roberts;
(2) a lineal descendant of Ralph J. Roberts; or
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(3) a trust established for the benefit of any of Ralph J. Roberts
and/or a lineal descendant or descendants of Ralph J. Roberts.
2.36 "Severance Pay" means any amount 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.
2.37 "Terminating Event" means any of the following events:
2.37.1 The liquidation of the Company; or
2.37.2 A Change of Control.
2.38 "Third Party" means any Person, together with such Person's
Affiliates, provided that the term "Third Party" shall not include the
Company, an Affiliate of the Company or any member or members of the
Roberts Family.
3. ELECTION TO DEFER COMPENSATION
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3.1 Elections. Each Outside Director and Eligible Employee shall
have the right to defer all or any portion of the Compensation (including
bonuses, if any) which he or she shall receive in the following Plan Year
by filing an 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 3.1 only to the extent permitted by the
Administrator in its sole discretion. The amount of Compensation deferred
by a Participant for a Plan Year pursuant to an Election shall be withheld
on a pro-rata basis from each periodic installment payment of the
Participant's Compensation for the Plan Year (in accordance with the
general pay practices of the Participating Companies), and credited to the
Participant's Account in accordance with Section 5.1. Except to the
extent permitted by the Administrator in its sole discretion, no Election
filed by a Former Eligible Employee shall be valid or effective.
3.2 Filing of Elections. An Election to defer all or any portion of
the Compensation payable for the performance of services as an Outside
Director or as an Eligible Employee shall be made on the form provided by
the Administrator for this purpose. Except as provided in Section 3.3, no
such Election shall be effective unless it is filed with the Administrator
on or before the close of business on December 31 of the Plan Year
preceding the Plan Year to which the Election applies.
3.3 Filing of Elections by New Key Employees. Notwithstanding
Section 3.1 and Section 3.2, a New Key Employee may elect to defer all or
any portion of his or her compensation to be earned in the Plan Year in
which the New Key Employee was hired, beginning with the payroll period
next following the filing of an Election with the Administrator
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and before the close of such Plan Year by making and filing the Election
with the Administrator within 30 days of such New Key Employee's date of
hire. Elections by such New Key Employee for succeeding Plan Years shall
be made in accordance with Section 3.1 and Section 3.2.
3.4 Plan Years to which Elections May Apply. A separate Election
may be made for each Plan Year as to which an Outside Director or Eligible
Employee desires to defer all or any portion of his or her Compensation,
but the failure of an Outside Director or Eligible Employee to make an
Election for any Plan Year shall not affect such Employee's right to make
an Election for any other Plan Year.
3.5 Election of Distribution Date. Each Participant who elects to
defer all or any portion of his or her Compensation for any Plan Year
shall, on the Election, also elect the time of payment and form of
distribution of the amount of the deferred Compensation to which the
particular Election relates; provided, however, that, subject to
acceleration pursuant to Section 3.6.3, Section 3.6.4, Section 7.1,
Section 7.2 or Section 7.3, no distribution may be made before the end of
the Plan Year next following the Plan Year within which the Election is
filed with the Administrator. Each Participant may select a form of
distribution in accordance with Article 4.
3.6 Designation of Payment Date.
3.6.1 The designation of the time for distribution of benefits
to begin under the Plan may vary with each separate
Election, provided that except as otherwise provided in
Section 3.6.3 or 3.6.4, no portion of a Participant's
Account subject to distribution in installments pursuant
to Section 4.1.2 or Section 4.1.3 may be deferred to a
later date after such distribution has begun.
3.6.2 Each Active Participant who has previously elected to
receive a distribution of part or all of his or her
Account, or who, pursuant to this Section 3.6.2, has
elected to defer payment for an additional period from
the originally-elected payment date, may elect to change
the form of distribution or defer the time of payment of
such amount to begin for a minimum of one additional year
from the previously-elected payment date, by filing an
Election with the Administrator on or before the close of
business on June 30 of the Plan Year preceding the Plan
Year in which the distribution would otherwise be made,
provided that an Election applicable to the 1997 Plan
Year shall not be effective unless it is filed with the
Administrator on or before the close of business on
October 15, 1996.
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3.6.3 A Deceased Participant's estate or beneficiary to whom
the right to payment under the Plan shall have passed may
elect to change the form of distribution from the form of
distribution that payment of the Deceased Participant's
Account would otherwise be made; and
3.6.3.1 Defer the time of payment of the Deceased
Participant's Account to begin for a minimum of
one additional year from the date payment would
otherwise begin (provided that if an Election is
made pursuant to this Section 3.6.3.1, the
Deceased Participant's Account shall be
distributed in full on or before the fifth
anniversary of the Deceased Participant's
death); or
3.6.3.2 Accelerate the time of payment of such amount to
begin from the date payment would otherwise be
made to January 2nd of the calendar year
beginning after the Deceased Participant's
death.
An Election pursuant to this Section 3.6.3 must be filed
with the Administrator on or before the close of business
on the later of (i) June 30 of the Plan Year preceding
the Plan Year in which the distribution would otherwise
be made or commence, or (ii) the 60th day following the
Participant's death, but in no event later than December
31 of the calendar year preceding the calendar year in
which the distribution would otherwise be made or
commence. Such estate or beneficiary, as applicable,
shall be entitled to one and only one Election pursuant
to this Section 3.6.3 with respect to a Participant's
Account, but shall otherwise be treated as the
Participant for all other purposes of the Plan.
3.6.4 A Disabled Participant may elect to:
3.6.4.1 Change the form of distribution from the form of
distribution that payment of the Disabled
Participant's Account would otherwise be made;
and
3.6.4.2 Accelerate the time of payment of the Disabled
Participant's Account to begin from the date
payment would otherwise be made to January 2nd
of the calendar year beginning after the
Participant became disabled.
An Election pursuant to this Section 3.6.4 must be filed
with the Administrator on or before the close of business
on the later of (i)
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June 30 of the Plan Year preceding the Plan Year in which
the distribution would otherwise be made or commence, or
(ii) the 60th day following the date the Participant
becomes disabled, but in no event later than December 31
of the calendar year preceding the calendar year in which
the distribution would otherwise be made or commence. A
Disabled Participant shall be entitled to one and only
one Election pursuant to this Section 3.6.4.
3.6.5 Except as provided in Section 3.6.4 or Section 3.6.6, if
permitted by the Administrator in its sole discretion, an
Inactive Participant who has previously elected to
receive a distribution of part or all of his her Account,
or who, pursuant to this Section 3.6.5, has elected to
defer payment for an additional period from the
originally elected payment date, may elect to defer the
payment of such amount for a minimum of one additional
year from the previously-elected payment date, but not
later than the date permitted by the Administrator, by
filing an Election with the Administrator on or before
the close of business on June 30 of the Plan Year
preceding the Plan Year in which the distribution would
otherwise be made, provided that an Election applicable
to the 1997 Plan Year shall not be effective unless it is
filed with the Administrator on or before the close of
business on October 15, 1996.
3.6.6 Except as provided in Section 3.6.4, No Grandfathered
Participant who has previously elected to receive a
distribution of part or all of his or her Account, or
who, pursuant to this Section 3.6.6, has elected to defer
payment for an additional period from the originally-
elected payment date, may elect to defer the payment of
such amount to any subsequent date.
3.6.7 Subject to acceleration pursuant to Section 3.6.3,
Section 3.6.4, Section 7.1, Section 7.2 or Section 7.3,
no distribution of the amounts deferred by a Participant
for any Plan Year shall be made before the payment date
designated by the Participant on the most recently filed
Election with respect to such deferred amounts.
Distribution of the amounts deferred for any Plan Year by
a Participant (other than a Grandfathered Participant and
an Inactive Participant who makes an Election under
Section 3.6.5) who ceases to be an Active Participant
shall be made on the payment date designated by the
Participant on the last Election filed with respect to
such deferred amounts before the Participant ceased to be
an Active Participant.
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3.7 Distribution in Full Upon Terminating Event. The Company shall
give Participants at least thirty (30) days' notice (or, if not
practicable, such shorter notice as may be reasonably practicable) prior
to the anticipated date of the consummation of a Terminating Event. The
Committee may, in its discretion, provide in such notice that
notwithstanding any other provision of the Plan or the terms of any
Election, upon the consummation of a Terminating Event, the Account
balance of each Participant shall be distributed in full.
4. FORMS OF DISTRIBUTION
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4.1 Forms of Distribution. Amounts credited to an Account shall be
distributed, pursuant to an Election, from among the following forms of
distribution:
4.1.1 A lump sum payment.
4.1.2 Substantially equal annual installments over a five (5),
ten (10) or fifteen (15) year period.
4.1.3 Substantially equal monthly installments over a period
not exceeding fifteen (15) years.
Notwithstanding any Election to the contrary, distributions pursuant to
Elections made after December 10, 1996 shall be made in the form of a lump
sum payment unless the portion of a Participant's Account subject to
distribution pursuant to Section 4.1.2 or Section 4.1.3, as of both the
date of the Election and the benefit commencement date, is more than
$10,000.
4.2 Valuation of Account For Purposes of Distribution. The amount
of any distribution made pursuant to Section 4.1 shall be based on the
value of the Participant's Account on the date of distribution and the
applicable distribution period. For this purpose, the value of a
Participant's Account shall be calculated by crediting income, gains and
losses under the Company Stock Fund and the Income Fund, as applicable,
through the date immediately preceding the date of distribution.
5. BOOK ACCOUNTS
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5.1 Deferred Compensation Account. A deferred Compensation Account
shall be established for each Outside Director and Eligible Employee when
such Outside Director or Eligible Employee becomes a Participant. The
balance of each Participant's Account as of January 1, 1997 shall include
the balance of such Participant's account under the Prior Plan as of
December 31, 1996. Compensation deferred pursuant to the Plan shall be
credited to the Account on the date such Compensation would otherwise have
been payable to the Participant. Income, gains and losses on the balance
of the Account shall be credited to the Account as provided in Section
5.2.
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5.2 Crediting of Income, Gains and Losses on Accounts.
5.2.1 In General. Except as otherwise provided in this Section
5.2, the Administrator shall credit income, gains and
losses with respect to each Participant's Account as if
it were invested in the Income Fund.
5.2.2 Investment Fund Elections. Effective January 1, 1997:
5.2.2.1 Each Participant, other than a Participant who
is an Insider, may elect to have all or any
portion of his Account (to the extent credited
through the December 31 preceding the effective
date of such Election) credited with income,
gains and losses as if it were invested in the
Company Stock Fund or the Income Fund.
5.2.2.2 An investment fund Election shall continue in
effect until revoked or superseded, provided
that notwithstanding any investment fund
Election to the contrary, as of the valuation
date (as determined under Section 4.2) for the
distribution of all or any portion of a
Participant's Account that is subject to
distribution in the form of installments
described in Section 4.1.2 or 4.1.2, such
Account, or portion thereof, shall be deemed
invested in the Income Fund (and transferred
from the Company Stock Fund to the Income Fund,
to the extent necessary) until such Account, or
portion thereof, is distributed in full.
5.2.2.3 In the absence of an effective Election, the
Participant shall be deemed to have elected to
have the Account credited with income, gains and
losses as if it were invested in the Income
Fund.
5.2.2.4 Investment fund Elections under this Section
5.2.2 shall be effective as of the first day of
each Plan Year beginning on and after January 1,
1997, provided that the election is filed with
the Committee on or before the close of business
on December 31 of the Plan Year preceding such
Plan Year. A Participant may only make an
investment fund Election with respect to the
Participant's accumulated Account as of December
31, and not with respect to Compensation to be
deferred for a Plan Year.
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5.2.2.5 If a Participant who was not an Insider becomes
an Insider, then, notwithstanding the foregoing,
such Participant may elect to transfer the
portion of his Account, if any, deemed invested
in the Company Stock Fund to be deemed invested
in the Income Fund, effective as of the first
day of any calendar month beginning after such
Participant becomes an Insider.
5.2.3 Timing of Credits. Compensation deferred pursuant to the
Plan shall be deemed invested in the Income Fund on the
date such Compensation would otherwise have been payable
to the Participant. Accumulated Account balances subject
to an investment fund Election under Section 5.2.2 shall
be deemed invested in the applicable investment fund as
of the effective date of such Election. The value of
amounts deemed invested in the Company Stock Fund shall
be based on hypothetical purchases and sales of Company
Stock at Fair Market Value as of the effective date of an
investment Election.
5.3 Status of Deferred Amounts. Regardless of whether or not the
Company is a Participant's employer, all Compensation deferred under this
Plan shall continue for all purposes to be a part of the general funds of
the Company.
5.4 Participants' Status as General Creditors. Regardless of
whether or not the Company is a Participant's employer, an Account shall
at all times represent the general obligation of the Company. The
Participant shall be a general creditor of the Company with respect to
this obligation, and shall not have a secured or preferred position with
respect to his or her Accounts. Nothing contained herein shall be deemed
to create an escrow, trust, custodial account or fiduciary relationship of
any kind. Nothing contained herein shall be construed to eliminate any
priority or preferred position of a Participant in a bankruptcy matter
with respect to claims for wages.
6. NON-ASSIGNABILITY, ETC.
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The right of each Participant in or to any account, benefit or payment
hereunder shall not be subject in any manner to attachment or other legal
process for the debts of such Participant; and no Account, benefit or
payment shall be subject to anticipation, alienation, sale, transfer,
assignment or encumbrance.
7. DEATH OR DISABILITY OF PARTICIPANT
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7.1 Death of Participant. A Deceased Participant's Account shall be
distributed in accordance with the last Election made by the Deceased
Participant before the
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Deceased Participant's death, unless the Deceased Participant's estate or
beneficiary to whom the right to payment under the Plan shall have passed
timely elects to accelerate or defer the time or change the form of
payment pursuant to Section 3.6.3.
7.2 Disability of Participant. A Disabled Participant's Account
shall be distributed in accordance with the last Election made by the
Disabled Participant before the Disabled Participant's termination of
service or date of disability, as applicable, unless the Disabled
Participant timely elects to accelerate the time or change the form of
payment pursuant to Section 3.6.4.
7.3 Hardship Distributions. Notwithstanding the terms of an
Election, if, at the Participant's request, the Board determines that the
Participant has incurred a Hardship, the Board may, in its discretion,
authorize the immediate distribution of all or any portion of the
Participant's Account.
7.4 Designation of Beneficiaries. Each Participant shall have the
right to designate one or more beneficiaries to receive distributions in
the event of the Participant's death by filing with the Administrator a
beneficiary designation on the form provided by the Administrator for such
purpose. The designation of beneficiary or beneficiaries may be changed
by a Participant at any time prior to his or her death by the delivery to
the Administrator of a new beneficiary designation form. If no
beneficiary shall have been designated, or if no designated beneficiary
shall survive the Participant, the Participant's estate shall be deemed to
be the beneficiary.
8. INTERPRETATION
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8.1 Authority of Committee. The Committee shall have full and
exclusive authority to construe, interpret and administer this Plan and
the Committee's construction and interpretation thereof shall be binding
and conclusive on all persons for all purposes.
8.2 Claims Procedure. The Committee shall administer a reasonable
claims procedure with respect to the Plan in accordance with Department of
Labor Regulation section 2560.503-1, or any successor provision.
9. AMENDMENT OR TERMINATION
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9.1 Amendment or Termination. Except as otherwise provided by
Section 9.2, the Company, by action of the Board or by action of the
Committee, reserves the right at any time, or from time to time, to amend
or modify this Plan. The Company, by action of the Board, reserves the
right at any time, or from time to time terminate this Plan.
9.2 Amendment of Rate of Credited Earnings. No amendment shall
change the Applicable Interest Rate with respect to the portion of a
Participant's Account that is
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attributable to an Election made with respect to Compensation earned in a
Plan Year and filed with the Administrator before the date of adoption of
such amendment by the Board. For purposes of this Section 9.2, an
Election to defer the payment of part or all of an Account for an
additional period after a previously-elected payment date (as described in
Section 3.6) shall be treated as a separate Election from any previous
Election with respect to such Account.
10. MISCELLANEOUS PROVISIONS
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10.1 No Right to Continued Employment. Nothing contained herein
shall be construed as conferring upon any Participant the right to remain
in service as an Outside Director or in the employment of a Participating
Company as an executive or in any other capacity.
10.2 Governing Law. This Plan shall be interpreted under the laws
of the Commonwealth of Pennsylvania.
11. EFFECTIVE DATE
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The effective date of the Plan this amendment and restatement of the
Plan shall be December 10, 1996.
IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be
executed by its officers thereunto duly authorized, and its corporate seal
to be affixed hereto, as of the 10th day of December, 1996.
COMCAST CORPORATION
BY:
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ATTEST:
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