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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                           )                            
                                                        
                           )                            
                                                        
                           )   File No.: EB-11-IH-0163  
     In the Matter of                                   
                           )   Acct. No.: 201232080025  
     Comcast Corporation                                
                           )   FRN: 0015401581          
                                                        
                           )                            
                                                        
                           )                            


                                     ORDER

   Adopted: June 27, 2012 Released: June 27, 2012

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau (Bureau) and Comcast Corporation
       (Comcast). The Consent Decree resolves and terminates an investigation
       by the Bureau into possible violations of certain of the requirements
       that the Commission imposed on Comcast as a part of the order
       approving the assignment and transfer of control of licenses of NBC
       Universal, Inc., from General Electric Company to Comcast.

    2. The Bureau and Comcast have negotiated a Consent Decree that resolves
       this matter. 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.

    4. In the absence of material new evidence relating to this matter, we,
       the Bureau,  conclude  that our investigation raises no substantial or
       material questions of fact as to whether Comcast possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to Section 4(i) of the
       Communications Act of 1934, as amended, and Sections 0.111 and 0.311
       of the Commission's rules, the Consent Decree attached to this Order
       IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that all third-party complaints against Comcast
       before the Enforcement Bureau related to the above-captioned
       investigation as of the date of this Consent Decree ARE DISMISSED.

    8. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by both First Class and Certified Mail, Return Receipt
       Requested, to Lynn R. Charytan, Vice President, Legal Regulatory
       Affairs and Senior Deputy General Counsel, Comcast Corporation, 300
       New Jersey Avenue, N.W., Suite 700, Washington, D.C. 20001-2030; and
       to David H. Solomon, Esquire, and J. Wade Lindsay, Esquire, Wilkinson
       Barker Knauer, LLP, counsel for Comcast Corporation, Wilkinson Barker
       Knauer LLP, 2300 N Street, N.W., Suite 700, Washington, D.C. 20037.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                           )                            
                                                        
                           )                            
                                                        
                           )   File No.: EB-11-IH-0163  
     In the Matter of                                   
                           )   Acct. No.: 201232080025  
     Comcast Corporation                                
                           )   FRN: 0015401581          
                                                        
                           )                            
                                                        
                           )                            


                                 CONSENT DECREE

   The Enforcement Bureau of the Federal Communications Commission and
   Comcast Corporation, by their respective authorized representatives,
   hereby enter into this Consent Decree for the purpose of terminating the
   Enforcement Bureau's investigation into Comcast's compliance with the
   Standalone Broadband Internet Access Service Condition contained in the
   order approving the transfer of control, and assignment of licenses, of
   NBC Universal, Inc., from General Electric Company to Comcast.

   I. DEFINITIONS

    1. For the 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. "Broadband Internet Access Service" has the same meaning as provided
       in the definition section of Appendix A to the Comcast-NBCU Order.

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

    e. "Comcast-NBCU Order" means the Commission item released January 20,
       2011, entitled Applications of Comcast Corporation, General Electric
       Company, and NBC Universal, Inc. for Consent to Assign Licenses and
       Transfer Control of Licenses, Memorandum Opinion and Order, 26 FCC Rcd
       4238 (2011).

    f. "Comcast" or "Company" means Comcast Corporation and its subsidiaries
       and affiliates.

    g. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    h. "Communications Laws" means, collectively, the Act, the Rules, and the
       published and promulgated orders and decisions of the Commission to
       which Comcast is subject by virtue of its business activities,
       including but not limited to, the Standalone Broadband Internet Access
       Service Condition.

    i. "Compliance Officer" means the senior corporate manager appointed by
       Comcast as described in this Consent Decree at Paragraph 17(a).

    j. "Compliance Plan" means the compliance obligations, program, and
       procedures described in this Consent Decree at Paragraph 17.

    k. "Compliance Report" means the reporting described in this Consent
       Decree at Paragraph 19.

    l. "Customer Service Representative" means Comcast employees whose job
       responsibilities, on a regular basis, are to respond to customer
       inquiries and complaints directed from customers to Comcast's internal
       call centers (e.g., 1-800-Xfinity or via web chat) about Comcast
       video, Internet, and wireline telephone products and services and
       accepting customer orders for such products or services.  

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

    n. "Investigation" means the investigation into matters addressed in the
       Bureau's letter of inquiry dated March 31, 2011, and supplemental
       letters of inquiry dated July 29, 2011, and February 24, 2012,
       regarding Comcast's compliance with the Standalone Broadband Internet
       Access Condition.

    o. "Operating Procedures" means the standard, internal operating
       procedures and compliance policies established by Comcast to implement
       this Consent Decree.

    p. "Parties" means Comcast and the Bureau, and each is a "Party."

    q. "Performance Starter" means Comcast's retail Broadband Internet Access
       Service tier of at least 6 Mbps down at a price no greater than $49.95
       per month.

    r. "Product List" means any Rate Card or Rate Change Notification, or
       other similar brochure or mailing distributed or otherwise made
       available to Comcast's existing or prospective customers, that
       identifies all or substantially all of Comcast's Broadband Internet
       Access Services, provided that Rate Change Notifications that include
       only Broadband Internet Access Services that are undergoing rate
       changes shall not constitute Product Lists.

    s. "Rate Cards" means notices that Comcast sends pursuant to 47 C.F.R. S:
       76.1602(b).

    t. "Rate Change Notifications" means notices that Comcast sends pursuant
       to 47 C.F.R. S: 76.1603.

    u. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

    v. "Standalone Broadband Internet Access Service Condition" or
       "Condition" means Section IV.D (1)-(3) of Appendix A of the
       Comcast-NBCU Order.

   II. BACKGROUND

    2. In the Comcast-NBCU Order, released on January 20, 2011, the
       Commission identified potential concerns associated with Comcast's
       post-transaction incentives to require its customers interested in
       purchasing broadband services to also purchase other bundled
       services-to the detriment of customers who desired to purchase
       Broadband Internet Access Service without also purchasing cable
       television or other services. To remedy this potential harm, the
       Commission imposed the Standalone Broadband Internet Access Condition.
       The Condition required Comcast to continue to offer standalone
       Broadband Internet Access Services at reasonable market-based prices
       and specified that Comcast must offer standalone broadband services on
       equivalent terms and conditions to packages that bundle broadband and
       video cable service for seven years.

    3. The Condition also required, inter alia, that Comcast "shall offer a
       service of at least 6 Mbps down at a price no greater than $49.95 [per
       month] for three years (provided that the price can be increased by no
       more than any increase in the CPI-U for Communications after two
       years)," and that Comcast "shall visibly offer and actively market
       standalone retail Broadband Internet Access Service, including but not
       limited to (i) providing a linkable web page devoted exclusively to
       describing (e.g., price and speed) and permitting online purchase of
       all retail Broadband Internet Access Service standalone options; (ii)
       running at least one major advertising promotion of the standalone
       retail Broadband Internet Access Service offering annually; and (iii)
       ensuring that the standalone Broadband Internet Access Service
       offering appears with prominence equal to that of bundled offerings on
       any product list or in any window, menu or other similar place on any
       call center screen."

    4. The record indicates that on February 21, 2011, Comcast began offering
       the required 6 Mbps down/$49.95 per month standalone broadband service
       tier, known as "Performance Starter," in every market in Comcast's
       service territory in which Comcast offers Broadband Internet Access
       Service. As with other standalone, multi-product, and bundled
       Broadband Internet Access Service tiers, the Company offers
       Performance Starter through its Customer Service Representatives and
       outsourced call center vendors, through its website, and through its
       owned and operated retail locations.

    5. In the weeks following Comcast's launch of the Performance Starter
       service pursuant to the Comcast-NBCU Order, the Bureau received
       information raising potential concerns about the extent of Comcast's
       compliance with the Condition. The Bureau therefore initiated an
       investigation relating to some potential compliance issues,
       specifically: whether all Customer Service Representatives were
       providing information concerning the Performance Starter service in
       responding to consumers inquiring about Internet service options;
       whether Comcast had omitted the Performance Starter service on some
       Rate Cards distributed after the initiation of that service; and
       whether Comcast's website readily enabled existing (as opposed to new)
       customers to find information about the Performance Starter service.

    6. The Bureau issued the first of three Letters of Inquiry (LOI) on March
       31, 2011, to obtain more complete information regarding Comcast's
       compliance with the Standalone Broadband Internet Access Condition and
       Comcast's offering and marketing of its Performance Starter service
       and other Standalone Broadband Internet Access Services generally.
       Comcast responded to the LOI with submissions dated April 22, 2011;
       May 2, 2011; May 6, 2011; and June 2, 2011. The Bureau issued a
       Supplemental LOI on July 29, 2011, and a Second Supplemental LOI on
       February 24, 2012. Comcast responded to the Supplemental LOI with a
       submission dated September 19, 2011, and to the Second Supplemental
       LOI with submissions dated March 7, 2012 and March 21, 2012. Comcast
       also submitted additional information for the record on December 16,
       2011 and February 6, 2012.

    7. In response to the Bureau's investigation, Comcast submitted the
       following: Comcast launched Performance Starter service on February
       21, 2011. Comcast's call center screens included standalone Broadband
       Internet Access Service offerings, including Performance Starter, with
       prominence equal to that of bundled offerings as of February 21, 2011.
       Comcast instructed its Customer Service Representatives to take
       mandatory training regarding its Performance Starter service tier.

    8. Comcast interpreted the requirement of the Condition regarding
       "product lists" to include only those "product lists" that were "on
       any call center screen." From February 21, 2011 through April 10,
       2011, not all of the Rate Cards that Comcast distributed pursuant to
       Section 76.1602(b) of the Commission's rules that included all of
       Comcast's other Broadband Internet Access Service offerings
       referenced, or had a separate insert regarding, Performance Starter.
       Although Comcast supplemented or updated some of such Rate Cards that
       omitted Performance Starter, it did not supplement or update all of
       such Rate Cards. All new Rate Cards that Comcast distributed after
       April 10, 2011 that included all other Broadband Internet Access
       Service offerings did include, or have a separate insert regarding,
       Performance Starter.

    9. Comcast has maintained a linkable web page devoted exclusively to
       describing (e.g., price and speed) and permitting online purchase of
       Comcast's standalone Broadband Internet Access Service options,
       accessible through its "New Customer Offers page," since at least
       2003. Comcast added Performance Starter to this standalone Broadband
       Internet Access Service web page by the February 21, 2011 launch of
       Performance Starter. At that time, however, Comcast did not have a
       distinct "direct link" to its standalone Broadband Internet Access
       Service options, including Performance Starter, from its "Current
       Customer Offers" web page.  In response to informal inquiries from the
       Commission regarding the availability of online information about the
       Performance Starter service for existing customers, Comcast took steps
       to remedy this on March 16, 2011, and April 14, 2011, thereby making
       information regarding Performance Starter and its other standalone
       Broadband Internet Access Service tiers more accessible to
       then-current Comcast subscribers.

   10. The Bureau considered the requirements and objectives of the
       Condition, the information submitted by Comcast, its efforts to comply
       with the Condition, and its full cooperation with the Investigation.
       Nevertheless, the Bureau continued to have concerns regarding the
       extent of Comcast's compliance with the Condition. This Consent Decree
       provides additional steps that Comcast agrees to take for the benefit
       of consumers in general and its subscribers in particular, and to
       further the goals of the Standalone Broadband Internet Access Service
       Condition.

   III. TERMS OF AGREEMENT

   11. 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.

   12. 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.

   13. Effective Date; Violations of this Consent Decree. The Parties agree
       that this Consent Decree shall become effective on the Effective Date
       as defined herein. Upon release and provided that the Consent Decree
       is not rendered invalid by the Commission, 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.

   14. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau agrees to terminate the
       Investigation. In consideration for the termination of the
       Investigation and for the purposes of settling the matters set forth
       herein, Comcast agrees to the terms, conditions, and procedures
       contained in this Consent Decree. The Bureau further agrees that, in
       the absence of new material evidence, the Bureau 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
       any new proceeding, formal or informal, or take any action on its own
       motion against Comcast concerning the matters that were the subject of
       the Investigation. The Bureau also agrees that in the absence of new
       material evidence 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 any proceeding, formal
       or informal, or take any action on its own motion against Comcast with
       respect to Comcast's basic qualifications, including its character
       qualifications, to be a Commission licensee or authorized common
       carrier or hold Commission authorizations.

   15. Extension of Merger Condition Requiring Performance Starter Service. 
       Comcast agrees to continue to offer the Performance Starter service
       tier of at least 6 Mbps down at a price no greater than $49.95 per
       month for an additional year beyond the requirement of the Condition,
       that is, until February 21, 2015 (rather than February 21, 2014),
       provided that the price can be increased by no more than any increase
       in the CPI-U for Communications after August 21, 2013 (rather than
       February 21, 2013).

   16. Voluntary Contribution. Comcast agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of eight
       hundred thousand dollars ($800,000). The contribution will be made no
       later than thirty (30) days after the Effective Date. The payment must
       be made by check or similar instrument, wire transfer, or credit card
       and must include the Account Number and FRN 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. Payment by wire transfer may be made to ABA Number
       021030004, receiving bank TREAS/NYC, and account number 27000001.
       Regardless of the form of payment, an FCC Form 159 (Remittance Advice)
       must be submitted. When completing the FCC Form 159, enter the Account
       number in block number 23A (call sign/other ID), and enter the letters
       "FORF" in block number 24A (payment type code). Comcast must also send
       electronic notification on the date said payment is made to
       Terry.Cavanaugh@fcc.gov, Jeffrey.Gee@fcc.gov, Anjali.Singh@fcc.gov,
       and William.Knowles-Kellett@fcc.gov.

   17. Compliance Plan. Comcast agrees that it shall, within thirty (30)
       calendar days of the Effective Date, develop and implement a
       Compliance Plan designed to ensure further compliance with the
       Condition and the terms and conditions of this Consent Decree. The
       other conditions and related requirements set forth in the
       Comcast-NBCU Order remain in place. Consistent with the goals of the
       Comcast-NBCU Order, the Compliance Plan shall include, without
       limitation, the following components:

    a. Compliance Officer. Comcast agrees to maintain a Compliance Officer
       who shall be responsible for developing, implementing, and
       administering the Compliance Plan and ensuring that Comcast complies
       with the terms and conditions of the Compliance Plan and this Consent
       Decree. In addition to the general knowledge of the Communications
       Laws necessary to discharge his/her duties under this Consent Decree,
       the Compliance Officer has knowledge about the Condition.

    b. Operating Procedures. Within sixty (60) calendar days after the
       Effective Date, Comcast shall establish Operating Procedures to carry
       out the terms of this Consent Decree.

    c. Compliance Manual. Within sixty (60) calendar days after the Effective
       Date, the Compliance Officer shall oversee the development of
       guidelines for the implementation of this Consent Decree and
       distribute them to employees who Comcast determines in its discretion
       are relevant recipients.

    d. Compliance Training.

        i. Training of Customer Service Representatives. Beginning no later
           than thirty (30) days after the Effective Date, Comcast shall
           direct its Customer Service Representatives to take a mandatory
           Performance Starter online refresher training module through its
           learning portal. The purpose of such training shall be to
           reinforce the Customer Service Representatives' awareness and
           familiarity with the Performance Starter service. Comcast shall
           take commercially reasonable steps to ensure that its Customer
           Service Representatives complete such training no later than
           ninety (90) days after the Effective Date. Comcast shall direct
           its Customer Service Representatives to repeat the compliance
           training on an annual basis. Comcast, as part of its initial
           training of new Customer Service Representatives, shall take
           commercially reasonable steps to provide such individuals with
           training regarding the Performance Starter service tier before
           such new employees have contact with customers on an unsupervised
           basis (i.e., without a supervisor or trainer assisting them).
           Comcast shall instruct its outsourced call center vendors to
           similarly offer the instruction described in this Paragraph to
           their personnel.

        ii. Training of Retail Sales Personnel. Beginning no later than
            thirty (30) days after the Effective Date, Comcast shall provide
            to its retail sales personnel at Comcast owned and operated
            retail locations training materials consistent with its standard
            practices for such personnel to reinforce the retail sales
            personnel's awareness and familiarity with the Performance
            Starter service. Comcast shall take commercially reasonable steps
            to ensure that its existing retail sales personnel receive and
            review such training materials within ninety (90) days of the
            Effective Date. Comcast also shall provide such training
            materials to its retail sales personnel on an annual basis.
            Comcast shall provide such training materials to new retail sales
            personnel at Comcast owned and operated retail locations within
            thirty (30) days of such personnel becoming retail sales
            personnel at such location.

    e. Product Lists. Comcast agrees to continue to identify the Performance
       Starter service tier on Rate Cards to the extent that Comcast
       voluntarily identifies all or substantially all of its other Broadband
       Internet Access Service tiers on such Rate Cards, and to identify the
       Performance Starter tier on any other Product Lists. Rate Change
       Notifications need not include Performance Starter unless Performance
       Starter is also undergoing a rate change.

    f. Web Pages. Comcast agrees that the linkable web page devoted
       exclusively to describing (e.g., price and speed) and permitting
       online purchase of all retail Broadband Internet Access Service
       standalone options required under the Condition will continue to be
       equally available to both new and existing Comcast subscribers.

    g. Advertising Promotion. During 2013, Comcast shall conduct one
       additional major advertising promotion of its standalone retail
       Broadband Internet Access Service offering beyond the one required by
       the Condition.

    h. Availability of Performance Starter Service at Retail Stores. Comcast
       shall continue to offer the Performance Starter service through its
       owned and operated retail locations; and, no later than one hundred
       twenty (120) days after the Effective Date and until February 21,
       2015, Comcast shall offer the ability to sell Performance Starter
       service to its third-party retail agents and independent dealers,
       including independent resellers, provided that no such third-party
       retail agent or independent dealer, including any independent
       reseller, shall be obligated to offer the Performance Starter service
       tier.

    i. Termination Date. The requirements of Paragraph 15 and Paragraphs
       17-19 shall expire February 21, 2015, except for the requirement in
       Paragraph 19 herein regarding the 2016 Compliance Report, which shall
       expire upon the filing of that report.

   18. Reporting Noncompliance. Comcast shall report any noncompliance with
       the terms and conditions of this Consent Decree within thirty (30)
       calendar days after discovery of such noncompliance. Such reports
       shall include a detailed explanation of (i) each instance of
       noncompliance; (ii) the steps that Comcast has taken or will take to
       remedy such noncompliance; (iii) the schedule on which such remedial
       actions will be taken; and (iv) the steps that Comcast has taken or
       will take to prevent the recurrence of any such noncompliance. All
       reports of noncompliance shall be submitted to the Chief,
       Investigations and Hearings Division, Enforcement Bureau, Federal
       Communications Commission, Room 4-C330, 445 12th Street, S.W.,
       Washington, D.C. 20554, with a copy submitted electronically to
       Theresa Z. Cavanaugh at Terry.Cavanaugh@fcc.gov, Jeffrey J. Gee at
       Jeffrey.Gee@fcc.gov, Anjali K. Singh at Anjali.Singh@fcc.gov, and to
       William Knowles-Kellett at William.Knowles-Kellett@fcc.gov. The
       reporting obligations set forth in this Paragraph shall expire on
       February 21, 2015.

   19. Compliance Reports. On or before February 22, 2013, 2014, 2015, and
       2016, Comcast will submit an annual Compliance Report confirming its
       compliance with the terms and conditions of this Consent Decree for
       the period during the prior calendar year in which the Consent Decree
       was in effect.

    a. Each Compliance Report shall include a detailed description of
       Comcast's efforts during the relevant period to comply with the terms
       and conditions of this Consent Decree, including but not limited to
       the percentage of Customer Service Representatives and retail sales
       personnel that have been trained as described in Paragraph 17(d). In
       addition, each Compliance Report shall include a certification by the
       Compliance Officer, as an agent of and on behalf of Comcast, stating
       that the Compliance Officer has personal knowledge that Comcast (i)
       has established and implemented the Compliance Plan; (ii) has utilized
       the Operating Procedures since their establishment pursuant to
       Paragraph 17(b) hereof; and (iii) is not aware of any instances of
       noncompliance with the terms and conditions of this Consent Decree,
       including the reporting obligations set forth in Paragraph 18 hereof.
       Comcast shall maintain for a period of twelve (12) months following
       the submission of each Compliance Report the material documents and
       materials relating to the representations made in each such Compliance
       Report.

    b. The Compliance Officer's certification shall be accompanied by a
       statement explaining the basis for such certification and 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.

    c. If the Compliance Officer cannot provide the requisite certification,
       the Compliance Officer, as an agent of and on behalf of Comcast, shall
       provide the Commission with a detailed explanation of the reason(s)
       why and describe fully: (i) each instance of noncompliance; (ii) the
       steps that Comcast has taken or will take to remedy such
       noncompliance, including the schedule on which proposed remedial
       action will be taken; and (iii) the steps that Comcast has taken or
       will take to prevent the recurrence of any such noncompliance,
       including the schedule on which such preventive action will be taken.

    d. All Compliance Reports shall be submitted to the Chief, Investigations
       and Hearings Division, Enforcement Bureau, Federal Communications
       Commission, Room 4-C330, 445 12th Street, S.W., Washington, D.C.
       20554, with a copy submitted electronically to Theresa Z. Cavanaugh at
       Terry.Cavanaugh@fcc.gov, Jeffrey J. Gee at Jeffrey.Gee@fcc.gov, Anjali
       K. Singh at Anjali.Singh@fcc.gov, and to William Knowles-Kellett at
       William.Knowles-Kellett@fcc.gov.

   20. Waivers. 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, provided the Bureau issues an Adopting Order
       adopting the Consent Decree without change, addition, modification, or
       deletion. Comcast shall retain the right to challenge Commission
       interpretation of the Consent Decree or any terms contained herein. If
       either Party (or the United States on behalf of the Commission) brings
       a judicial action to enforce the terms of the Adopting Order, neither
       Comcast nor the Commission shall contest the validity of the Consent
       Decree or the Adopting Order, and Comcast shall waive any statutory
       right to a trial de novo. Comcast hereby agrees to waive any claims it
       may 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 addressed in this
       Consent Decree.

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

   22. Subsequent Rule or Order. The Parties agree that, if any provision of
       the Consent Decree conflicts with any subsequent Rule or order adopted
       by the Commission (except an order specifically intended to revise the
       terms of this Consent Decree to which Comcast does not expressly
       consent), that provision will be superseded by such Commission Rule or
       order.

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

   24. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further 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 with the
       Communications Laws.

   25. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   26. 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.

   27. Authorized Representative. The individual signing this Consent Decree
       on behalf of Comcast represents and warrants that she is authorized by
       Comcast to execute this Consent Decree and to bind Comcast to the
       obligations set forth herein. The FCC signatory represents that she is
       signing this Consent Decree in her official capacity and that she is
       authorized to execute this Consent Decree.

   28. Counterparts. This Consent Decree may be signed in any number of
       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.

   ____________________________

   P. Michele Ellison

   Chief

   Enforcement Bureau

   ____________________________

   Date

   ____________________________

   Lynn R. Charytan

   Vice President, Legal Regulatory Affairs and

   Senior Deputy General Counsel

   Comcast Corporation

   ____________________________

   Date

   Applications of Comcast Corporation, General Electric Company, and NBC
   Universal, Inc. for Consent to Assign Licenses and Transfer Control of
   Licenses, Memorandum Opinion and Order, 26 FCC Rcd 4238, 4362-63, Appendix
   AS: IV.D (1)-(3) (2011).

   47 U.S.C. S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

   Applications of Comcast Corporation, General Electric Company, and NBC
   Universal, Inc. for Consent to Assign Licenses and Transfer Control of
   Licenses, 26 FCC Rcd 4238, 4362-63, Appendix AS: IV.D (1)-(3) (2011)
   (Comcast-NBCU Order).

   See id.

   Letter from Jeffrey J. Gee, Deputy Chief, Investigations and Hearings
   Division, Enforcement Bureau, Federal Communications Commission, to
   Kathryn A. Zachem, Senior Vice President, Regulatory and State Legislative
   Affairs, Comcast Corporation, File No. EB-11-IH-0163 (Mar. 31, 2011)
   (LOI); Letter from Jeffrey J. Gee, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, Federal Communications Commission,
   to Lynn R. Charytan, Vice President, Legal Regulatory Affairs, Comcast
   Corporation, File No. EB-11-IH-0163 (July 29, 2011) (Supplemental LOI);
   Letter from Jeffrey J. Gee, Deputy Chief, Investigations and Hearings
   Division, Enforcement Bureau, Federal Communications Commission, to Lynn
   R. Charytan, Vice President, Legal Regulatory Affairs, and Senior Deputy
   General Counsel, Comcast Corporation, File No. EB-11-IH-0163 (Feb. 24,
   2012) (Second Supplemental LOI).

   See Comcast-NBCU Order, 26 FCC Rcd at 4362.

   Id.

   In the responses described below, Comcast indicated that it does not
   currently offer certain tiers of Comcast products, including Performance
   Starter, through third party retail stores and independent dealers,
   including independent resellers.

   See LOI, supra note 3. See also E-mail from William H. Davenport, Acting
   Deputy Chief, Enforcement Bureau, Federal Communications Commission and
   Eloise Gore, Associate Chief, Enforcement Bureau, Federal Communications
   Commission, to David H. Solomon, Counsel for Comcast Corporation (Apr. 13,
   2011, 18:42 EDT).

   See Letter from Lynn R. Charytan, Vice President, Legal Regulatory
   Affairs, Comcast Corporation, to Marlene H. Dortch, Secretary, Federal
   Communications Commission (Apr. 22, 2011) (on file in EB-11-IH-0163);
   Letter from Lynn R. Charytan, Vice President, Legal Regulatory Affairs,
   Comcast Corporation, to Marlene H. Dortch, Secretary, Federal
   Communications Commission (May 2, 2011) (on file in EB-11-IH-0163); Letter
   from Lynn R. Charytan, Vice President, Legal Regulatory Affairs, Comcast
   Corporation, to Marlene H. Dortch, Secretary, Federal Communications
   Commission (May 6, 2011) (on file in EB-11-IH-0163); Letter from Lynn R.
   Charytan, Vice President, Legal Regulatory Affairs, Comcast Corporation,
   to Marlene H. Dortch, Secretary, Federal Communications Commission (June
   2, 2011) (on file in EB-11-IH-0163).

   See Supplemental LOI, supra note 3; Second Supplemental LOI, supra note 3.

   See Letter from Lynn R. Charytan, Vice President, Legal Regulatory
   Affairs, Comcast Corporation, to Marlene H. Dortch, Secretary, Federal
   Communications Commission (Sept. 19, 2011) (on file in EB-11-IH-0163);
   Letter from Lynn R. Charytan, Vice President, Legal Regulatory Affairs,
   and Senior Deputy General Counsel, Comcast Corporation, to Marlene H.
   Dortch, Secretary, Federal Communications Commission (Mar. 7, 2012) (on
   file in EB-11-IH-0163); Letter from Lynn R. Charytan, Vice President,
   Legal Regulatory Affairs, and Senior Deputy General Counsel, Comcast
   Corporation, to Marlene H. Dortch, Secretary, Federal Communications
   Commission (Mar. 21, 2012) (on file in EB-11-IH-0163).

   Letter from Lynn R. Charytan, Vice President, Legal Regulatory Affairs,
   and Senior Deputy General Counsel, Comcast Corporation, to Marlene H.
   Dortch, Secretary, Federal Communications Commission (Dec. 16, 2011) (on
   file in EB-11-IH-0163); Letter from Lynn R. Charytan, Vice President,
   Legal Regulatory Affairs, and Senior Deputy General Counsel, Comcast
   Corporation, to P. Michele Ellison, Chief, Enforcement Bureau, Federal
   Communications Commission (Feb. 6, 2012) (on file in EB-11-IH-0163). The
   Bureau and Comcast executed tolling agreements to toll the statute of
   limitations on August 21, 2011 and February 29, 2012. See Tolling
   Agreement, File No. EB-11-IH-0163, executed by and between Jeffrey J. Gee,
   Deputy Chief, Investigations and Hearings Division, Enforcement Bureau,
   Federal Communications Commission, and Justin Smith, Vice President,
   Senior Deputy General Counsel, and Chief Joint Venture Compliance Officer,
   Comcast Corporation (Aug. 15, 2011) (on file in EB-11-IH-0163); Tolling
   Agreement Extension, File No. EB-11-IH-0163, executed by and between
   Jeffrey J. Gee, Deputy Chief, Investigations and Hearings Division,
   Enforcement Bureau, Federal Communications Commission, and Lynn R.
   Charytan, Vice President, Legal and Regulatory Affairs, and Senior Deputy
   General Counsel, Comcast Corporation (Feb. 29, 2012) (on file in
   EB-11-IH-0163).

   Comcast reported that since February 21, 2011, both new and existing
   Comcast customers have subscribed to Performance Starter. Comcast also
   reported that, as required under the conditions of the Comcast-NBCU Order,
   the company conducted its first required annual major advertising
   promotion of the standalone retail Broadband Internet Access Service
   offering in November 2011.

   The Bureau did not agree with this interpretation.

   See 47 C.F.R. S:S: 76.1602(b), 76.1603.

   47 C.F.R. S: 1.16.

   Federal Communications Commission DA 12-953

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   Federal Communications Commission DA 12-953