Comcast 2009 Annual Report Download - page 140

Exhibit 10.6
COMCAST CORPORATION
2005 DEFERRED COMPENSATION PLAN
ARTICLE 1 – BACKGROUND AND COVERAGE OF PLAN
1.1. Background and Adoption of Plan .
1.1.1. Amendment and Restatement of the Plan . In recognition of the services provided by certain key employees and in order to
make additional retirement benefits and increased financial security available on a tax-favored basis to those individuals, the Board of
Directors of Comcast Corporation, a Pennsylvania corporation (the “Board”), hereby amends and restates the Comcast Corporation 2005
Deferred Compensation Plan (the “Plan”), effective May 12, 2009. The Plan was previously amended and restated, generally effective as
of January 1, 2008, in light of the enactment of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
as part of the
American Jobs Creation Act of 2004, and the issuance of various Notices, Announcements, Proposed Regulations and Final Regulations
thereunder (collectively, “Section 409A”).
1.1.2. Prior Plan . Prior to the Effective Date, the Comcast Corporation 2002 Deferred Compensation Plan (the “Prior Plan”) was in
effect. In order to preserve the favorable tax treatment available to deferrals under the Prior Plan in light of the enactment of Section 409A,
the Board has prohibited future deferrals under the Prior Plan of amounts earned and vested on and after January 1, 2005. Amounts earned
and vested prior to January 1, 2005 are and will remain subject to the terms of the Prior Plan. Amounts earned and vested on and after the
Effective Date will be available to be deferred pursuant to the Plan, subject to its terms and conditions.
1.1.3. Merger of E! Grandfathered Plan with Prior Plan . The Company’s controlled subsidiary, E! Entertainment Television, Inc.,
(“E!”) has maintained the E! Entertainment Television, Inc. 2002 Deferred Compensation Plan (the “E! Plan”), 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. Under the E! Plan, to the extent participants’ account balances are
treated as earned and vested as of December 31, 2004 under IRS Notice 2005-1 (the “E! Grandfathered Accounts”),
the rules of the E! Plan,
as amended and restated, effective May 26, 2004 apply. Effective as of January 1, 2008, that portion of the E! Plan that includes the E!
Grandfathered Accounts (the “E! Grandfathered Plan”) is merged with and into the Prior Plan and the separate existence of the E!
Grandfathered Plan shall cease, and all undistributed participants’ accounts that had previously been administered pursuant to the E!
Grandfathered Plan shall be held under the Prior Plan.
1.1.4. Merger of E! Non-Grandfathered Plan into Plan . Effective as of January 1, 2008, that portion of the E! Plan that includes all
participants’ account balances other than the E! Grandfathered Accounts (the “E! Non-Grandfathered Plan”) is merged with and into the
Plan, and the separate existence of the E! Non-Grandfathered Plan shall cease, and all undistributed participants’ accounts that had
previously been administered pursuant to the E! Non-Grandfathered Plan shall be held under the Plan. Participants’ accounts previously
held