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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                           )                           
                                                                       
                                           )                           
                                                                       
                                           )                           
     In the Matter of                                                  
                                           )   File No. EB-10-TC-010   
     Comcast Corporation                                               
                                           )   Acct. No. 201132170004  
     Compliance with the Commission's                                  
                                           )   FRN: 0015401581         
     Closed Captioning Pass-Through Rule                               
                                           )                           
                                                                       
                                           )                           
                                                                       
                                           )                           


                                     ORDER

   Adopted: January 18, 2011 Released: January 18, 2011

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau of the Federal Communications
       Commission ("Bureau") and Comcast Corporation ("Comcast"). The Consent
       Decree terminates investigations initiated by the Bureau regarding
       Comcast's compliance with section 79.1(c) of the Commission's rules,
       47 C.F.R. S: 79.1(c).

    2. The Bureau and Comcast have negotiated the terms of a Consent Decree
       that would resolve these matters and terminate the investigation. A
       copy of the Consent Decree is attached hereto and incorporated by
       reference.

    3. After reviewing the terms of the Consent Decree, and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation. We also
       conclude that, in the absence of material new information not
       previously disclosed to the Commission, the matters raised in the
       investigation do not raise any substantial and material questions of
       fact regarding Comcast's qualifications to hold an authorization or
       license issued by the Commission.

    4. Accordingly, IT IS ORDERED, pursuant to Section 4(i) of the
       Communications Act of 1934, as amended, 47 U.S.C. S: 151(i), and the
       authority delegated by sections 0.111 and 0.311 of the Commission's
       rules, 47 C.F.R. S:S: 0.111 and 0.311, that the attached Consent
       Decree IS ADOPTED.

    5. IT IS FURTHER ORDERED that the above-captioned matter IS TERMINATED.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                           )                           
                                                                       
                                           )                           
                                                                       
                                           )                           
     In the Matter of                                                  
                                           )   File No. EB-10-TC-010   
     Comcast Corporation                                               
                                           )   Acct. No. 201132170004  
     Compliance with the Commission's                                  
                                           )   FRN: 0015401581         
     Closed Captioning Pass-Through Rule                               
                                           )                           
                                                                       
                                           )                           
                                                                       
                                           )                           


                                 CONSENT DECREE

   I. INTRODUCTION

    1. The Enforcement Bureau of the Federal Communications Commission and
       Comcast Corporation, by their authorized representatives, hereby enter
       into this Consent Decree for the purpose of terminating the Bureau's
       Investigation regarding Comcast's compliance with the Closed
       Captioning Pass-Through Rule, as defined below.

   II. DEFINITIONS

   2. For purposes of this Consent Decree, the following definitions shall
   apply:

     a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S:
        151 et seq.

     b. "Adopting Order" means an order of the Bureau adopting the terms of
        this Consent Decree without change, addition, deletion, or
        modification.

     c. "Comcast" or "Company" means Comcast Corporation and its
        predecessors-in-interest and successors-in-interest.

     d. "Bureau" means the Enforcement Bureau of the Federal Communications
        Commission.

     e. "Closed Captioning Pass-Through Rule" means 47 C.F.R. S: 79.1(c).

     f. "Commission" or "FCC" means the Federal Communications Commission and
        all of its bureaus and offices.

     g. "Effective Date" means the date on which the Bureau releases the
        Adopting Order.

     h. Investigation means the Bureau's investigation regarding Comcast's
        compliance with the Closed Captioning Pass-Through Rule initiated by
        an April 20, 2010 letter of inquiry.

     i. "Parties" means Comcast and the Bureau, each of which is a "Party."

     j. "Rules" means those rules and regulations codified in Title 47 of the
        Code of Federal Regulations.

   III. BACKGROUND

   3. Section 79.1(c) of the Commission's rules states:

   All video programming distributors shall deliver all programming received
   from the video programming owner or other origination source containing
   closed captioning to receiving television households with the original
   closed captioning data intact in a format that can be recovered and
   displayed by decoders meeting the standards of part 15 of this chapter
   unless such programming is recaptioned or the captions are reformatted by
   the programming distributor.

   4. On April 20, 2010, the Enforcement Bureau issued a letter of inquiry
   regarding Comcast's compliance with the Closed Captioning Pass-Through
   Rule. Comcast responded on June 7, 2010 and described four different
   situations in which particular manufacturers' equipment failed to deliver
   closed captioning data intact. It supplemented its response on July 21,
   2010 to report an additional situation. The Parties entered into an
   agreement to toll the statute of limitations for four of the situations on
   September 22, 2010.

   IV. TERMS OF AGREEMENT

   5. Adopting Order. The Parties agree that the provisions of this Consent
   Decree shall be subject to final approval by the Bureau by incorporation
   of such provisions by reference in the Adopting Order without change,
   addition, modification, or deletion. Comcast's decision to enter into this
   Consent Decree is expressly contingent upon the Bureau's issuance of an
   Adopting Order.

   6. Jurisdiction. Comcast agrees that the Bureau has jurisdiction over it
   and the matters contained in this Consent Decree and has the authority to
   enter into and adopt this Consent Decree.

   7. Effective Date; Violations. The Parties agree that this Consent Decree
   shall become effective on the Effective Date. Upon the Effective Date, the
   Adopting Order and this Consent Decree shall have the same force and
   effect as any other order of the Commission. Any violation of the Adopting
   Order or of the terms of this Consent Decree shall constitute a separate
   violation of a Commission order, entitling the Commission to exercise any
   rights and remedies attendant to the enforcement of a Commission order.

   8. Termination of Investigation. In express reliance on the covenants and
   representations contained herein, and to avoid expenditure of additional
   public resources, the Bureau agrees to terminate the Investigation. In
   consideration for the termination of these matters and in accordance with
   the terms of this Consent Decree, Comcast agrees to the terms, conditions,
   and procedures contained herein. The Bureau agrees that, in the absence of
   new material evidence related to these matters, it will not use the facts
   developed in the Investigation through the Effective Date, or the
   existence of this Consent Decree, to institute, on its own motion, or
   refer to the Commission, any new proceeding, formal or informal, or take
   on its own motion, or refer to the Commission, any action against Comcast,
   concerning the matters that were the subject of the Investigation, or with
   respect to Comcast's basic qualifications, including its character
   qualifications, to be a Commission licensee or hold other Commission
   authorizations.

   9. Compliance Plan. To resolve and terminate the Investigation, Comcast
   agrees to implement a Compliance Plan that shall include the terms set
   forth below.

   A. Review of, and Changes to, Closed-Captioning Pass-Through Testing
   Procedures. Within 120 days of the Effective Date, Comcast shall conduct
   and complete a review of its procedures for testing equipment to ensure
   compliance with the Closed Captioning Pass-Through Rule. Within 60 days
   thereafter, Comcast shall make all changes identified in its review and
   testing procedures that are necessary to ensure compliance with the Closed
   Captioning Pass-Through Rule, and shall use the revised procedures to test
   any equipment (including models already in use by customers) as necessary
   to ensure compliance with such rule. During the period of this Compliance
   Plan, Comcast shall regularly monitor the effectiveness of its testing
   procedures, and shall make additional changes in its testing procedures as
   necessary for compliance with the Closed Captioning Pass-Through Rule.

   B. Reporting Non-Compliance. Comcast shall report any non-compliance with
   this Consent Decree, or the Closed Captioning Pass-Through Rule, to the
   Bureau within thirty (30) days after the discovery of such non-compliance
   or violation. For purposes of this Paragraph 9.B., Comcast need not report
   an incident of non-compliance with the Closed Captioning Pass-Through Rule
   involving an individual set top box (as opposed to a model of a set top
   box), so long as the incident is isolated and not part of a pattern that
   reasonably suggests a defect in the model of the set top box.

   C. Compliance Report. Comcast shall provide a Compliance Report from an
   officer, as an agent of the Company, one (1) year after the Effective
   Date, and two (2) years after the Effective Date, stating that the officer
   has personal knowledge that the (i) Company has established operating
   procedures intended to ensure compliance with this Consent Decree,
   together with an accompanying statement explaining the basis for the
   officer's certification; (ii) the Company has been utilizing those
   procedures for the entire term of the Consent Decree; and (iii) the
   officer is not aware of any instances of non-compliance with this Consent
   Decree that have not otherwise been disclosed pursuant to subsection (B)
   above. The certification must comply with Section 1.16 of the Rules and be
   subscribed to as true under penalty of perjury in substantially the form
   set forth therein. Such certification must be mailed within fifteen (15)
   days of the one (1) and the two (2) year anniversary of the Effective
   Date, and Comcast must mail its certification to the Chief,
   Telecommunications Consumers Division, Enforcement Bureau, Federal
   Communications Commission, 445 12th Street, S.W., Washington, D.C. 20554,
   and must include the file number listed above. Comcast shall also send an
   electronic copy of its certification to other Telecommunications Consumers
   Division staff as directed by the Division Chief.

   D. Term of the Compliance Plan. The term of the Compliance Plan shall
   expire two (2) years after the Effective Date.

   10. Voluntary Contribution. In consideration for the termination of the
   Investigation in accordance with the terms of this Consent Decree, Comcast
   agrees to make a voluntary contribution to the United States Treasury,
   without further protest or recourse to a trial de novo, in the amount of
   five hundred thousand dollars ($500,000) within thirty (30) days after the
   Effective Date. This voluntary payment does not constitute a forfeiture
   under the Act or FCC rules. The payment must be made by check or similar
   instrument, payable to the Order of the Federal Communications Commission.
   The payment must include the Account Number and FRN Number referenced in
   the caption to the Adopting Order. Payment by check or money order may be
   mailed to Federal Communications Commission, P.O. Box 979088, St. Louis,
   MO 63197-9000. Payment by overnight mail may be sent to U.S. Bank -
   Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis,
   MO 63101. Payments by wire transfer may be made to ABA Number 021030004,
   receiving bank Federal Reserve Bank of New York and account number
   27000001. Comcast will also send electronic notification to the Chief,
   Telecommunications Consumers Division, Enforcement Bureau, Federal
   Communications Commission, on the date said payment is made.

   11. Waivers. Provided the Bureau issues an Adopting Order, Comcast waives
   any and all rights it may have to seek administrative or judicial
   reconsideration, review, appeal or stay, or to otherwise challenge or
   contest the validity of this Consent Decree and the Adopting Order.
   Comcast shall retain the right to challenge the Commission's
   interpretation of the Consent Decree or any terms contained herein, and of
   the Closed Captioning Pass-Through Rule. If either Party (or the United
   States on behalf of the Commission) brings a judicial action to enforce
   the terms of the Adopting Order or this Consent Decree, neither Comcast
   nor the Bureau shall contest the validity of the Consent Decree or the
   Adopting Order, and Comcast and the Bureau shall waive any statutory right
   to a trial de novo with respect to the issuance of the Adopting Order and
   shall consent to a judgment incorporating the terms of this Consent
   Decree. Comcast hereby agrees to waive any claims it may otherwise have
   under the Equal Access to Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S:
   1.1501 et seq., relating to the matters contained in this Consent Decree.

   12. Invalidity. In the event that this Consent Decree is rendered invalid
   by a court of competent jurisdiction, it shall become null and void, and
   may not be used in any manner in any legal proceeding.

   13. Privileged and Confidential Documents. By this Consent Decree, Comcast
   neither waives nor alters its right to assert and seek protection from
   disclosure of any privileged or otherwise confidential and protected
   documents and information, or to seek appropriate safeguards of
   confidentiality for any competitively sensitive or proprietary
   information.

   14. Subsequent Rule or Order. The Parties agree that if any provision of
   this Consent Decree is inconsistent with any subsequent rule or order
   adopted by the Commission, that provision will be superseded by such
   Commission rule or order.

   15. Successors and Assigns. Comcast agrees that the provisions of this
   Consent Decree shall be binding on its successors, assigns, and
   transferees.

   16. Final Settlement. The Parties agree and acknowledge that this Consent
   Decree shall constitute a final settlement of the above-described
   Investigation. The Parties agree that this Consent Decree does not
   constitute either an adjudication on the merits or a factual or legal
   finding or determination regarding any compliance or noncompliance by
   Comcast with the requirements of the Act or the Commission's rules or
   orders. The Parties agree that this Consent Decree is for settlement
   purposes only, and that by agreeing to this Consent Decree, Comcast does
   not admit or deny any noncompliance, violation, or liability associated
   with or arising from its actions or omissions involving the Act or the
   Commission's rules that are the subject of this Consent Decree.

   17. Modifications. This Consent Decree cannot be modified without the
   advance written consent of both parties.

   18. Paragraph Headings. The headings of the paragraphs in this Consent
   Decree are inserted for convenience only and are not intended to affect
   the meaning or interpretation of this Consent Decree.

   19.  Counterparts. This Consent Decree may be signed in counterparts
   (including by facsimile), each of which, when executed and delivered,
   shall be an original, and all of which counterparts together shall
   constitute one and the same fully executed instrument.

   20. Authorized Representative. Each Party represents and warrants to the
   other that it has full power and authority to enter into this Consent
   Decree.

   For: Comcast Corporation

   __________ ________________________________

   Date Lynn R. Charytan

   Vice President, Legal Regulatory Affairs

   For: Federal Communications Commission

   __________ ________________________________

   Date P. Michele Ellison

   Chief, Enforcement Bureau

   47 C.F.R. S: 79.1(c).

   Letter from Colleen Heitkamp, Chief, Telecommunications Consumers
   Division, Enforcement Bureau, to Comcast Corporation, dated April 20,
   2010.

   See Letter from Jonathan A. Friedman, Willkie Farr Gallagher LLP, counsel
   for Comcast, and David H. Solomon, Wilkinson Barker Knauer, LLP, counsel
   for Comcast, dated June 7, 2010.

   See Letter from Jonathan A. Friedman, Willkie Farr Gallagher LLP, counsel
   for Comcast, and David H. Solomon, Wilkinson Barker Knauer, LLP, counsel
   for Comcast, dated July 21, 2010.

   Federal Communications Commission DA 11-6

   2

   2

   Federal Communications Commission DA 11-6