Comcast 2009 Annual Report Download - page 117

Exhibit 10.5
COMCAST CORPORATION
2002 DEFERRED COMPENSATION PLAN
ARTICLE 1 – COVERAGE OF PLAN
1.1. Background, Continuation and Freeze of Plan .
(a) Comcast Corporation, a Pennsylvania corporation, hereby amends and restates the Comcast Corporation 2002 Deferred
Compensation Plan (the “Plan”),
effective February 10, 2009. 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, January 30, 2004, February 24, 2004, February 16, 2005, December 5, 2006 and January 1, 2008.
(b) In order to preserve the favorable tax treatment available to deferrals that were made under the Plan before January 1, 2005 in
light of the American Jobs Creation Act of 2004 and the regulations issued by the Department of the Treasury thereunder (the “ AJCA ”),
no Compensation may be deferred under the Plan pursuant to an Initial Election after December 31, 2004, other than amounts that (i) were
subject to an Initial Election before January 1, 2005, (ii) would, but for such Initial Election, have been paid in 2005 and (iii) are treated as
earned and vested as of December 31, 2004 under IRS Notice 2005-1 .
(c) The Company has maintained the Comcast Corporation Supplemental Retirement-Investment Plan (the “Supplemental RIP”), a
non-qualified deferred compensation plan pursuant to which eligible employees have been credited with certain account balances that are
credited with earnings at the same rate as the earnings rate for active participants in the Plan. Credits to the Supplemental RIP are frozen.
Distributions of participants’ account balances credited under the Supplemental RIP are distributable as soon as administratively
practicable following a participant’s termination of employment. Effective as of December 5, 2006, the Supplemental RIP is merged with
and into the Plan and the separate existence of the Supplemental RIP shall cease, and all undistributed participants’ accounts that had
previously been administered pursuant to the Supplemental RIP (hereinafter referred to as “Supplemental RIP Legacy Accounts”) shall be
held under the Plan. Supplemental RIP Legacy Accounts shall be subject only to the provisions of this Section 1.1(c) and the other
provisions of this Article 1, Section 4.4, Section 5.3, Section 5.4, Article 6, Section 7.2, Article 9, Article 10, Article 11, Article 12 and
such portions of Article 2 of the Plan as shall be integral to the interpretation and operation of the Plan provisions listed above. An
individual whose Supplemental RIP Legacy Account is held under the Plan as a result of the merger of the Supplemental RIP with and into
the Plan shall be a participant in the Plan only for purposes of the Supplemental RIP Legacy Account, unless such individual is otherwise
eligible to participate in the Plan and an Account under the Plan has been established for such individual’s benefit. Except for earnings
credits, no amounts shall be credited to Supplemental RIP Legacy Accounts administered under the Plan. Except for earnings credited to
Supplemental RIP Legacy Accounts after 2004, Supplemental RIP Legacy Accounts consist solely of deferred compensation credits that
were earned and vested before January 1, 2005. Accordingly, Supplemental RIP Legacy Accounts are intended to be treated as
grandfathered benefits that are not subject to the AJCA.