Comcast 2010 Annual Report Download - page 252

(d) Each of the Company and each Member agrees to take all necessary action to effectuate fully the provisions of Sections 5.01(b), 5.01(c)
and 5.03(c) to ensure that the Board consists of the Directors that are duly designated, elected or appointed in accordance with such sections,
including by promptly calling and/or voting, as applicable, in any meetings or promptly participating in an action by written consent; provided
that if GE’s Percentage Interest is less than 10%, this Section 5.03(d) shall not be applicable to the GE Members.
Section 5.04. Meetings of the Board . (a) Regular meetings of the Board shall be held on at least a quarterly basis at such place, date and
time as the Board may designate. Special meetings of the Board may be called at any time by any Director.
(b) Notice of a meeting of the Board or any committee thereof stating the place, date and hour of the meeting and the purpose or purposes
for which the meeting is called shall be given to each Director by telephone, electronic mail or facsimile no less than five Business Days before
the date of the meeting; provided that the Chairman may reduce the advance notice period for any meeting to no less than two Business Days if
the Chairman determines, acting reasonably and in good faith, that it is necessary in the best interests of the Company for the Board to take
action within a time period of less than five Business Days. Notice of any meeting may be waived by any Director. Presence at the meeting shall
constitute waiver of any deficiency of notice, except when such Director attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting is not called or convened in accordance with this Agreement.
(c) The Secretary of the Company shall circulate to each Director an agenda for the quarterly meeting not less than five Business Days in
advance of such quarterly meeting (or if sent by facsimile, three Business Days before the date of such quarterly meeting). Such agenda shall
include a discussion of the financial reports most recently delivered pursuant to Section 11.01 or Section 11.02, as the case may be, and any
other matters that a Director may reasonably request be included on such agenda (subject, however, to the other provisions of this Agreement).
(d) The presence in person or by proxy of a number of Directors equal to a majority of the Whole Board shall constitute a quorum for the
conduct of business at any meeting of the Board; provided that in order to constitute a quorum, at least a majority of the Directors present in
person or by proxy must be Directors designated by the Comcast Members and for so long as GE has a Percentage Interest of at least 10% and
subject to the last sentence of this Section 5.04(d), at least one Director present in person or by proxy must be a Director designated by the GE
Members. If such quorum shall not be present at any meeting of the Board, the Directors present shall adjourn the meeting and promptly give
notice of when it will be reconvened. If a meeting is adjourned due
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