Comcast Settlement 88281

 

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EXHIBIT 1

 

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IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA  _________________________________________   __________________________ _______________  ) STANFORD GLABERSON,  et. al., ) ) Ci Civi vill Acti Action on No. No. 03 03-6 -660 604( 4(JP JP)) Plaintiffs, )

v. COMCAST CORPORATION,  et. al., Defendants.

) ) ) ) ) )

The Honorable John R. Padova

CLASS ACTION SETTLEMENT AGREEMENT THIS AGREEMENT (the “Settlement Agreement” or “Agreement”) is made and entered

into this 28th day of October, October, 2014 (the “Execution “Execution Date”), by and between Defendants Comcast Comcast Corporation, Corpor ation, Comcast Holdings Holdings Corporation, Corporation, Comcast Cable Communicati Communications ons Inc., Inc., Comcast Comcast Cabl Ca blee Commu Communi nica cati tions ons Hold Holdin ings gs In Inc. c. an and d Comca Comcast st Cabl Cablee Hold Holdin ings gs LLC LLC (col (colle lect ctiv ively ely “Comcast”), “Comca st”), and Plaintiff Stanford Stanford Glaberson Glaberson (“Plaintiff”), (“Plaintiff”), individually individually and as representat representative ive of  others similarly situated, which constitute the Philadelphia Settlement Class as defined below, acting by and through their undersigned counsel. RECITALS WHEREAS,  on December 8, 2003, Stanford Glaberson, Caroline Behrend, and other 

 plaintiffs filed a class action complaint in this Court captioned  Behrend v. Comcast Corp., No. 2:03-c 2:0 3-cv-0 v-06604 6604-JP -JP (E.D. (E.D. Pa.) Pa.) (the (the “Action “Action”), ”), allegin alleging, g, among among other other things things,, that Defend Defendant antss unlawfully unlawf ully divided and allocated markets and engaged in other conduct in violation of Sections 1 and 2 of the Sherman Act (15 U.S.C. §§ 1 & 2) in the Philadelphia Philadelphia,, Pennsylvania Pennsylvania area; February 20, 2004, Stanford Stanford Glaberson, Glaberson, Caroline Caroline Behrend, Behrend, Joan WHEREAS, on February Evanchuk-Kind, Eric Brislawn and other plaintiffs filed an Amended Class Action Complaint and,

 

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on May 17, 2004, a Second Amended Class Action Complaint in the Action alleging, among other  things, that Defendants had also unlawfully divided and allocated markets and engaged in other  conduct in violation of Sections 1 and 2 of the Sherman Act (15 U.S.C. §§ 1 & 2) in the Chicago, Illinois area; WHEREAS,  on May 23, 2006, Stanford Glaberson, Caroline Behrend, Joan

Evanchuk-Kind, Eric Brislawn, and other plaintiffs filed a Third Amended Consolidated Class Action Complaint alleging, as in their prior complaints, claims on behalf of two classes (the “Philadelphia Class” and the “Chicago Class”) for treble damages and injunctive relief against Comcastt for alleged violations Comcas violations of Sections 1 and 2 of the Sherman Act (15 U.S.C. §§ 1 & 2) in the Philadelphia, Pennsylvania and Chicago, Illinois areas; WHEREAS  on January 4, 2007, Comcast filed an answer in which it asserted defenses to

Plaintiff’s claims, denied that it had violated any law or other duty, and denied each of Plaintiff’s claims of liability, wrongdoing, injuries, damages, and entitlement to any relief; WHEREAS  on May 3, 2007, the Court granted Plaintiff’s first motion for certification of 

the Philadelphia Class; WHEREAS, on May 21, 2007, the Court filed Practice and Procedure Order No. 1, which

designated the law firms of Heins, Mills, & Olson P.L.C. and Susman Godfrey L.L.P. as co-lead counsel for Plaintiff; WHEREAS, on October 10, 2007, the Court granted Plaintiff’s motion for certification of 

the Chicago Class; November 16, 2007, the Court filed an Order staying proceedings proceedings with WHEREAS, on November respect to the Chicago Class until after entry of judgment or other resolution of the Philadelphia Class claims asserted in the Action;

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WHEREAS, on March 30, 2009, the Court granted Comcast’s motion to decertify the

Philadelphia Class in light of the Third Circuit’s decision in  In re Hydrogen Peroxide Antitrust   Litig., 552 F.3d 308 (3d Cir. 2008), denied Comcast’s motion to decertify the Chicago Class

without prejudice to Comcast’s right to renew the motion when and if the Court’s November 16, 2007 Order staying the Chicago Class proceedings was modified, and gave Plaintiff the right to file an Amended Motion for Certification of the Philadelphia Class; WHEREAS   on Januar January y 7, 2010, 2010, the Court Court grante granted d Plainti Plaintiff ff’s ’s Amended Amended Motion Motion for 

Certification of the Philadelphia Class, but held that proof of antitrust impact relevant to such claimss shall be limited claim limited to the theory that Comcast engage engaged d in anticompetitive anticompetitive clustering clustering conduct, the effect of which was to deter the entry of overbuilders overbuilders in the Philadelphia Philadelphia DMA; WHEREAS   on September 28, 2011, the Third Circuit affirmed the grant of Plaintiff’s

Amended Motion for Certification of the Philadelphia Class, which Comcast appealed by filing a  petition for a writ of certiorari to the United States Supreme Court Co urt on January 11, 2012; WHEREAS   on April 12, 2012, the Court granted in part and denied in part Comcast’s

Motion for Summary Judgment; WHEREAS, on June 25, 2012, the United States Supreme Court granted Comcast’s

 petition for a writ of certiorari and, on March 27, 2013, reversed the judgment of the Third Circuit affirming this Court’s grant of Plaintiff’s Amended Motion for Certification of the Philadelphia Class; WHEREAS, on August 19, 2013, Plaintiff moved to withdraw Caroline Behrend as a

named plaintiff and to recertify a narrower Philadelphia Class;

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August 20, 2013, 2013, the Court grant granted ed Plaint Plaintiff iff’s ’s motion motion to withdr withdraw aw WHEREAS, on August Caroline Behrend as a named plaintiff and recaptioned the Action as   Stanford Glaberson v. Comcast Corp., et al.;

Novemb mber er 12, 12, 2013 2013,, th thee Court Court deni denied ed Comca Comcast st’s ’s motio motion n to stri strike ke WHEREAS, on Nove Plaint Pla intiff iff’s ’s motion motion to recert recertify ify a revise revised d Philade Philadelph lphia ia Class Class and permit permitted ted Comcast Comcast to file file a substantive response to Plaintiff’s motion; WHEREAS, on January 15, 2014, Comcast opposed Plaintiff’s motion for recertification

of a revised Philadelphia Class and moved to exclude the opinions and testimony of Plaintiff’s experts Dr. Michael A. Williams and Dr. James T. McClave; WHEREAS, on February 20, 2014, the Court granted Plaintiff’s unopposed motion to stay

the Action; WHEREAS,  on April 15, 2014, the Court granted Plaintiff’s unopposed motions to lift the

stay and de-certify the Chicago Class, to amend the complaint in order to withdraw the claims of  Chicago-area plaintiffs Joan Evanchuk-Kind and Eric Brislawn and to narrow the Philadelphia Class claims asserted in the Action; WHEREAS, on April 16, 2014, Stanford Glaberson filed the presently operative Fourth

Amende Ame nded d Compla Complaint int (the (the “Compl “Complain aint”) t”) on behalf behalf of the narrow narrower er class class of Philad Philadelp elphia hia-ar -area ea subscribers described in Plaintiff’s August 19, 2013 motion for re-certification alleging claims for  treblee damages and injunctive trebl injunctive relief against against Comcast for alleged violations violations of Sections Sections 1 and 2 of  the Sherman Act (15 U.S.C. §§ 1 & 2) in the Philadelphia, Philadelphia, Pennsylvania Pennsylvania area; ordered, with the parties’ parties’ consent, that the time WHEREAS, on April 29, 2014, the Court ordered, for Comcast to answer or otherwise move with respect to the Complaint be extended until 21 days after the Court lifts the stay of proceedings ordere ordered d on February 20, 2014;

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WHEREAS,  only the claims of Plaintiff as putative class representative remain before the

Court with respect to the narrowed Philadelphia Class claims asserted in the Action; WHEREAS,  Comcast disputes Plaintiff’s claims both as to the facts and the law, and

Comcast has denied, and continues to deny, any liability to Plaintiff or any member of the putative class; WHEREAS, as a result of arm’s-length negotiations over several years, including several

mediation sessions with Professor Eric D. Green, Plaintiff and Comcast have entered into this Class Action Settlement Agreement, subject to approval of the Court; WHEREAS,   the Parties wish to settle and resolve all of Plaintiff’s claims to avoid the

uncertainties and risks of trial, to avoid further expense, inconvenience, and the distraction of   burdensome and protracted litigation, and to obtain the releases, orders, and judgments contemplated by this Agreement so as to put to rest totally and finally the matters raised by Plaintiff; Plaint ntif ifff and and Clas Classs Cou Couns nsel el who ha have ve appea appeare red d in this this Acti Action on have have WHEREAS,   Plai conducted extensive discovery, have retained and consulted with industry and damages experts; and conducted numerous investigations and engaged in extensive negotiations with Comcast; and, considering the benefits of the Settlement and the risks of litigation, have concluded that it is in the  best interest of Plaintiff and the Philadelphia Settlement Class (as defined below) to enter into this Settlement Agreement. Plaintiff and his counsel agree that this Agreement is fair, reasonable, and adequate with respect to the interests of Plaintiff and the Philadelphia Settlement Class, and should  be approved app roved by b y the Court pursuant to Federal Fed eral Rule of Civil Procedure 23(e); WHEREAS,  the Parties agree to settle and resolve completely and finally all of their 

outstanding differences, disputes, and claims, whether asserted or unasserted, known or unknown,

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which were or could have been asserted in and which relate to the conduct alleged in the Action (the “Settlement”). AGREEMENTS AND RELEASES NOW, THEREFORE, In consideration of the premises and mutual promises, covenants,

and warranties contained in this Settlement Agreement and other good and valuable consideration, the receipt and sufficiency of which the Parties now acknowledge, and intending to be legally  bound, the Parties P arties agree as follows: 1.

RECITALS

The foregoing recitals are true and correct and made part of this Agreement. 2.

DEFINITIONS

The following terms shall have the meanings set forth below: 2.1

“Act “Actio ion” n” sh shal alll mean mean th thee case case Behrend v. Comcast Corp. et al., No. 03-6604 (E.D. Pa.), subsequently recaptioned  Glaberson v. Comcast Corp., et al..

2.2

“Claim “Claim Form” Form” shall shall mean the documen documentt that that must must be submit submitted ted electr electroni onicall cally y or by mail by Class Members in order to obtain the benefits of this Settlement, models of  which are attached as Exhibit “A” (for Current Subscribers) and Exhibit “B” (for  Former Subscribers).

2.3

“Claim “Claimant ant”” sh shall all mean mean a pers person on or entity entity who timely timely submit submitss a vali valid d Claim Claim Form.

2.4

“Cla “Claim imss Admi Admini nist stra rato tor” r” shall shall mean mean Rust Rust Consul Consulti ting ng,, Inc., nc., whic which h is the entity entity  processing the Claim Forms submitted by Class Members or the entit(ies) entit(ies) designated by them to perform that function.

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2.5

“Cla “Class ss Couns Counsel el”” shall shall mean all all lawyer lawyerss ident identif ified ied by Cl Clas asss Lead Couns Counsel el who  provided representation to Class Members in this Action and are entitled to  participate in any fee award. aw ard.

2.6

“Class “Class Lead Lead Counsel Counsel”” shall shall refer refer to to the law firms firms H Heins, eins, Mills & O Olson lson P.L.C. P.L.C. and Susman Godfrey L.L.P.

2.7

“Cla “Class ss Memb Member er”” shall shall mean mean any indi indivi vidua duall or entity entity who who is a membe memberr of the Philadelphia Philad elphia Settlement Settlement Class and who has not timely elected to be excluded from the Class.

2.8

“Class “Class Period Period”” shall shall mean mean the peri period od of time time comm commenci encing ng no earli earlier er than than Janua January ry 1, 2003 and ending on December 31, 2008.

2.9

“Class “Class Representa Representative” tive” shall mean Plaintiff Plaintiff Stanford Stanford Glaberson. Glaberson.

2.10

“Comca “Comcast” st” shall shall mean Comcast Comcast Corpora Corporatio tion, n, located located at One Comcast Comcast Center, Center, Phil Philad adel elph phia ia,,

Penn Pennsy sylv lvan ania ia,,

an and d

all all

pred predec eces esso sors rs-i -inn-in inte tere rest st

or

titl title, e,

succes suc cessor sors-i s-in-i n-inte nteres restt or title, title, parent parents, s, subsid subsidiar iaries ies,, affili affiliate ates, s, past past or presen presentt memb me mber ers, s, li limi mite ted d an and d gene genera rall par partn tner ers, s, sh shar areh ehol older ders, s, dire direct ctor ors, s, offi office cers rs,, employ emp loyees ees,, agents agents and repres represent entati atives ves,, includ including ing but not limite limited d to Comcast Comcast Holdin Hol dings gs Corpor Corporati ation, on, Comcast Comcast Cable Cable Commun Communica icatio tions ns Inc., Inc., Comcas Comcastt Cable Cable Communications Holdings Inc. and Comcast Cable Holdings LLC. 2.11

“Court “Court”” shall mean mean the United United States States Distri District ct Court for for the Eastern Eastern Distric Districtt of  Pennsylvania.

2.12

“Current “Current Subscrib Subscribers” ers” shall mean Class Class Members Members who are subscri subscribers bers of of Comcast Comcast as of the date Notice is given to Class Members following Preliminary Approval by the Court.

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2.13

“Day” shall mean a 24-hour day, but for purposes purposes of calculating calculating time periods herein herein any period of time that ends on a day when the United States States District Court Court for the Eastern District of Pennsylvania is closed shall be deemed to end at the end of the next day when the Court is open.

2.14

“Effec “Effectiv tivee Date” shall shall mean mean the first first Day after after the last last of the follow following ing dates dates has  passed: (a) ten (10) days d ays after the time for appeal from the Court’s approval approva l o off the Settlement and entry of the Final Judgment has expired; (b) in the event that the Final Judgment is appealed, ten (10) days after the time that either all such appeals shall have been dismissed prior to resolution by the appellate court or that the Final Judgment has been affirmed in its entirety without any modification or change by the court of last resort to which such appeal has been taken and such affirmance is no longer subject to further appeal, by certiorari or otherwise; provided, however, that a court may change or modify the payment of attorneys’ fees and/or costs without changing the “Effective Date.”

2.15

“Forme “Formerr Subscri Subscriber bers” s” shall shall mean mean Clas Classs Membe Members rs who were were subscr subscribe ibers rs of Comcast Comcast during the Class Period, but are no longer subscribers of Comcast as of the date  Notice is given to Class Members following Preliminary Approval by b y the Court.

2.16

“Notic “Notice” e” shall shall mean notifica notificatio tion n of the proposed proposed Settlem Settlement ent as provide provided d for in  paragraph 4.

2.17

“Opt-O “Opt-Out ut Request Request”” shall shall mean the reques requestt for exclusi exclusion on that must must be sent to the Claims Administrator and Class Counsel or Class Counsel’s designee as provided for in paragraph 6.

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2.18 2.1 8

“Par “Parti ties es”” sh shal alll coll collec ecti tive vely ly mean mean Comc Comcas astt and and Plain Plainti tiff ff,, indi indivi vidu dual ally ly an and d as representative of the Philadelphia Settlement Class.

2.19

“Philadelphi “Philadelphiaa Claims” Claims” shall shall mean mean all all causes causes of action asserted asserted by Plaintiff Plaintiff Stanf Stanford ord Glaberson and the putative Philadelphia Class in the Action.

2.20

“Phila “Philadel delphi phiaa Settlem Settlement ent Class Class”” shall shall mean the the class class to be certifi certified ed by the Court Court  pursuant to this Settlement Agreement solely for the purpose of effectuating effectuating this Settlement Agreement, as provided for and defined in paragraph 3.1.

2.21

“Plaintiff “Plaintiff”” shall mean Plaintiff Plaintiff Stanford Stanford Glaberson. Glaberson.

2.22

“Preliminar “Preliminary y Approval” Approval” shall shall mean mean the Court’ Court’ss order order prelimin preliminarily arily approving approving this this Settlement Agreement without any modification, effective on the date of entry of  the Preliminary Approval Order, a proposed form of which is attached as Exhibit “C” to this Agreement.

2.23

“Released “Released Claims” Claims” shall mean the the claims claims release released d pursuant pursuant to to paragraph paragraph 9.1 9.1 of this this Settlement Agreement.

2.24

“Settlement “Settlement Cash Amount” Amount” shall mean the the amount amount set set forth forth in paragraph paragraph 8.1 8.1 of this this Settle Set tlemen mentt Agreem Agreement ent that is designa designated ted for payment payment under under this this Settle Settlemen mentt Agreement in cash.

2.25

“Settl “Settleme ement nt Credits” Credits” shall shall mean the services services availab available le to Curren Currentt Subscriber Subscriberss as defined in paragraph 8.1 of this Settlement Agreement.

2.26

“Settl “Settleme ement nt Fund” Fund” shall shall mean the Settle Settlemen mentt Cash Amount Amount plus plus the amount amount of  Settlement Credits.

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COVENANTS AND RELEASES

In consideration of the premises and mutual promises, covenants, and warranties contained in th this is Settl Settlem emen entt Agree Agreeme ment nt and and othe otherr good good and va valu luabl ablee cons conside idera ratio tion, n, the the rece receip iptt and sufficiency of which the Parties now acknowledge, the Parties, intending to be legally bound, agree as follows: 3.

CLAS CLASS S CERT CERTIF IFICA ICATIO TION N AND AND PREL PRELIMI IMINA NARY RY APPR APPROV OVAL AL

3.1

Comcast Comcast agrees agrees that the Philadelphia Philadelphia Settlement Settlement Class should be certified certified solely for 

the purpose of settling, pursuant to this Settlement Agreement, the Philadelphia Claims asserted in the Action. The Parties have agreed that the Philadelphia Philadelphia Settlement Settlement Class shall be: All cable television customers who 1) currently subscribe or 2) previously subscribed at any time from January 1, 2003 to December 31, 2008, to video programming services (other than solely to basic cable services) from Comcast, or any of its subsidiaries or affiliates, in the counties of Bucks, Cheste Che ster, r, Delawa Delaware, re, Montgom Montgomery ery and Philad Philadelp elphia hia,, Pennsyl Pennsylvani vania. a. The Class excludes governmental entities, Defendants, Defendants’ subsidiaries and affiliates and this Court.  provided, however, that in the event that this Agreement is not approved by the Court, or the class relief set forth in paragraph 8 is changed in any way or if this Agreement is terminated pursuant to  paragraph 10, the certification certification of the Philadelphia Settlement Class shall, at the election of Plaintiff  or Comcas Comcast, t, become become null null and void and have no furthe furtherr force force and effect effect whats whatsoev oever, er, unless unless otherwise agreed to by the Parties, and the Parties shall be restored without prejudice to their  respective positions as if the Settlement and application for its approval had not been made. If the Court Cou rt refuse refusess to approv approvee the Settle Settlemen mentt Agreem Agreement ent,, or if the Court Court’s ’s order order appro approvin ving g the Settlement is reversed on appeal, or if pursuant to an appeal the class relief set forth in paragraph 8 is changed in any way, and as a result the Agreement is terminated as provided for in paragraph 10, the Settlement Settlement Agreement Agreement and any negotiatio negotiations, ns, statement statements, s, communica communication tions, s, or proceeding proceedingss relating thereto, and the fact that the Philadelphia Settlement Class and Comcast agreed to the 10

 

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Settlemen Sett lement, t, shall shall be without without prejudice prejudice to the rights rights of the Philadelph Philadelphia ia Settlement Settlement Class, Class, Plaintif Plaintiff, f, or  Comcast, shall not be used for any purpose whatsoever in any subsequent proceeding in this action or any other action (other than an action to enforce his Agreement) in any court or tribunal, and shall not be construed as an admission or concession by any Party of any fact, matter, allegation, or  conten con tenti tion. on. To that that end, end, each each Party Party shall not forfei forfeitt or waive any factual factual or legal legal defense defense or  contentio conte ntion n in the Action in the event the Settlement Settlement is terminat terminated. ed. The Parties Parties further further agree to  jointly move the Court to vacate all Orders issued pursuant to the Settlement in the event that the Settlement is terminated. 3.2

Plaintif Plaintifff and and Class Class Counsel Counsel agree to recom recommend mend approval approval of this Agreemen Agreementt by the

Court and to recommend recommend participation participation in the Settlement Settlement by members of the Philadelphia Settlement Settlement Class. Unless otherwise terminated as provided herein, the Parties agree to undertake their best efforts and cooperate with each other, including any and all steps and efforts that may become necessary neces sary by order of the Court or or otherwis otherwise, e, to effectua effectuate te the terms terms and purpose purposess of this this Settlemen Settlementt Agreement, to secure the Court’s approval, and to oppose any appeals from or challenges to an order approving the Settlement. 3.3

With Within in twent twenty y (20) busi busine ness ss days days afte afterr the the Exec Execut utio ion n Date Date of this this Agre Agreem emen ent, t,

Plaintiff shall shall submit to the Court Court a motion requesting requesting entry of an order preliminarily preliminarily approving the settlement and staying all proceedings concerning the Philadelphia Claims, and Comcast shall not object to said motion. 4.

NOTI NOTICE CE OF PROP PROPOS OSED ED SETT SETTLE LEME MENT NT

4.1

Follow Following ing Prel Prelimi iminary nary Appr Approval oval of of this this Settle Settlemen mentt Agreem Agreement ent,, the Pa Parti rties es shall shall

 provide Notice of the proposed Settlement as required by Federal Rule of Civil Procedure 23(e)

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and as required by the Court. The Parties will recommend to the Court that the Notice be provided as follows: 4. 4.1. 1.1 1

Comc Comcas astt wi will ll provi provide de notic noticee of the propo propose sed d Settl Settlem emen entt to Curre Current nt Subscribers in their monthly bill. A summary notice shall be given to all Current Subscribers by including in one complete billing cycle of Comcast  bills either a “notice insert” in a form substantially similar to Exhibit “D” or  an emai emaill in a form form subst substan anti tial ally ly simi simila larr to Exhib Exhibit it “E” “E” for for Curre Current nt Subscribers who receive receive paperless invoices. The summary notice will direct Current Subscribers to a Settlement website that will have a more complete explanation of the Settlement terms. Comcast agrees to manage the process of provid providing ing mailed mailed or emaile emailed d notice notice to Current Current Subscribe Subscribers rs in their  their  monthly bills bills and bear the costs of providing such notice.

4.1.2

Notice Notice of the proposed proposed Settlement Settlement will will be provided provided to Former Former Subscriber Subscriberss  by publication of a notice in the newspaper(s) or magazine(s) detailed in Exhibitt “F” and on television Exhibi television stations. stations. Class Counsel Counsel agrees agrees to manage the  process of providing publication pub lication notice to Former Subscribers and bear the cost costss of provid providin ing g su such ch notic notice. e. Comc Comcas astt sh shal alll have have the the righ rightt to make make reasonable objection to the timing and placement of any televised notice. If  Comcast’s objection remains after conferring with Class Counsel, either  Plaintiff or Comcast may promptly bring the issue to the attention of the Court, which will have final say over the objection.

4.1.3

Notice Notice also shall shall be provided provided to Class Class Members Members by establis establishing hing an Internet Internet Settlement website at www.cablesettlement.com within thirty (30) days of 

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Preliminary Preli minary Approval that will display,   inter inter ali alia a, the the foll follow owin ing: g: (i) (i) a  Notice in a form substantially similar to Exhibit “G”; (ii) contact information for Class Counsel, in the form of firm name, attorney name, a  phone number, address, e-mail address, and website address; (iii) a comp comple lete te copy copy of the the Settl Settlem emen entt Agre Agreem emen ent; t; (iv) (iv) freq freque uent ntly ly as asked ked qu ques esti tions ons;; an and d (v) (v) Claim Claim Fo Form rmss for for Curr Curren entt Su Subs bscr crib iber erss and and Fo Form rmer  er  Subscribers Subscr ibers that can be submitted submitted electronical electronically. ly. Class Counsel Counsel agrees to manag ma nagee th thee proc proces esss of prov provid idin ing g webs websit itee notic noticee and and bear bear the the cost costss of   providing such notice. 4.2

The The Partie Partiess will use use reason reasonab able le effor efforts ts to ensure ensure that that the summ summar ary y notice notice (as (as

re refe ferr rred ed to in subpa subparag ragra raph ph 4.1. 4.1.1) 1) is mail mailed ed or emai emaile led d to Curr Curren entt Su Subs bscr crib iber erss as so soon on as admi admini nist stra rati tive vely ly fe feas asib ible le and and in any event event with within in one hundr hundred ed an and d tw twen enty ty (120) (120) days days of  Preliminary Approval of this Settlement Agreement and that the publication notice to Former  Subscribers Subscr ibers (as referred referred to in subparagrap subparagraph h 4.1.2) begins publication as soon as administra administratively tively feasible and in any event within one hundred twenty (120) days of Preliminary Approval. 4.3

Other Other than than the notices notices provide provided d for by this this paragr paragraph, aph, the Partie Partiess will will mak makee no other  other 

effort to publish or disseminate any notice of this Settlement or its terms without the approval of  the other Parties Parties or that of the Court. Class Counsel Counsel and their co-counsel co-counsel may also publish publish the notice and information information about the Settlement Settlement Agreement, Agreement, as well as a link to the Settlement Settlement website, website, on their respective firm’s websites. Additionally, Class Counsel and their co-counsel may advise Plaintiff and class members of the terms of the Settlement Agreement and provide assistance in the making of claims thereunder, so long as the communications are consistent with the terms of the Settlement Agreement and its related document, such as the class notice and Claim Form.

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5.

COST COST OF ADMI ADMINI NIST STRA RATI TION ON

5.1

The cost cost of of provid providing ing the the notic notices es to Curren Currentt Subscr Subscribe ibers rs aass set fort forth h in pa parag ragraph raph

4.1.1 shall be paid by Comcast. Comcast. 5.2

The cost cost of of provi providing ding the notic notices es to Former Former Subscri Subscriber berss as set set fort forth h in pa parag ragrap raph h

4.1.2 shall be paid paid by Class Counsel. Counsel. 5.3

The cost cost of provi providing ding the noti notices ces to Class Class Members Members as set set fort forth h in p parag aragraph raph 4.1. 4.1.3 3

shall be paid by Class Counsel. 5.4

The cost cost incur incurred red by the the Claims Claims Admi Adminis nistra trator tor in in admi adminis nistra tratin ting g this this Settle Settlemen mentt

Agreement (“Administration Costs”), exclusive of any legal fees incurred by the Parties, shall be  paid from the Settlement Fund in paragraph para graph 8.1 below. 6.

OPT-O OPT-OUT UT AND AND OBJEC OBJECTIO TION N PROC PROCED EDUR URES ES

6.1

Class Class Memb Members ers who want want to to be exclu excluded ded ffrom rom the Phila Philadel delphi phiaa Settle Settlement ment Class Class

must send a written request for exclusion (“Opt-Out Request”) to the Claims Administrator and to Clas Classs Couns Counsel el or Clas Classs Couns Counsel el’s ’s desi design gnee, ee, wi with thin in one one hundr hundred ed and eigh eighty ty (180) (180) days days of  Preliminary Approval. 6.2

Class Counsel, Counsel, or or iits ts desig designee, nee, shall file a Notice Notice of Class Class Action Action Opt-Out Opt-Outs, s, llistin isting g

the names of all persons or entities who submitted an Opt-Out Request, within 21 days after the deadline by which all opt-out requests must be postmarked. 6.3

Only Only thos thosee Class Class Member Memberss who compl complet etee a valid valid Clai Claim m Form Form will will receiv receivee the

credit cre ditss or other other compens compensati ation on descri described bed herein herein (excep (exceptt that that Curren Currentt Subscri Subscriber berss who do not complete a valid Claim Form or who do not affirmatively elect cash or Settlement Credits on a Claim Form will automatically receive two (2) free months of The Movie Channel (an estimated $43.90 value) as set forth in paragraph 8.2.1). Comcast will have the option to terminate the

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Settlement in its sole discretion if more than four percent (4%) of the Philadelphia Settlement Class opts out of this Settlement. 6.4

In orde orderr to be be consid considere ered d by the the Court Court,, any objecti objection on to the the Settl Settleme ement nt Agree Agreemen mentt

must: (i) contain the full name and current current address of the person objecting; objecting; (ii) contain the title of  the Lawsuit: Glaberson v. Comcast Corp. , Case No. 03-6604 (E.D. Pa.); (iii) state the reasons for  the objection; objection; (iv) be accompanied accompanied by any evidence, evidence, briefs, briefs, motions, motions, or other materials materials the objector  objector  intends to offer in support of the objection; (v) be signed by the objector; and (vi) be filed with the Court and served upon Class Counsel and counsel for Comcast within one hundred and eighty (180) days of Preliminary Approval. 7.

FINA INAL COUR OURT APP APPROVA ROVAL L

7.1

No later later than than one one hundre hundred d and fifty fifty (150 (150)) days days after after Preli Prelimin minary ary Appr Approva oval, l, the

Plaintiff shall move for the Court’s final approval of this Settlement, and agrees to use his best efforts to obtain such approval (“Final Approval Hearing”). At the Final Approval Hearing, the Parties shall petition petition the Court to enter a Final Judgment in substantially the form attached hereto as Exhibi Exh ibitt “H” which which shall shall,,   inter inter alia, dismis dismisss wi with th prejud prejudice ice the Philad Philadelp elphia hia Claims Claims agains againstt Comcast. If any person appeals the Court’s order of final approval of the Settlement, the Parties will use their respective best efforts to defeat the appeal. 8.

CLASS RELIEF

The Parties agree as follows: 8.1

Comcas Comcastt will will provid providee a Settlem Settlement ent Fund Fund of fift fifty y mil millio lion n dollar dollarss ($5 ($50,0 0,000,0 00,000) 00) in in

cash and services services to the Philadelphia Philadelphia Settlement Settlement Class. Class. Subject to paragraphs paragraphs 8.2 throug through h 8.8  below, the Settlement Fund shall be comprised of (1) sixteen million six hundred and seventy thousand thousa nd dollars dollars ($16,670,000) ($16,670,000) cash (the “Settlement “Settlement Cash Amount”), Amount”), and (2) services services valued at

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thirty-three million three hundred and thirty thousand dollars ($33,330,000) (the “Settlement Credits”). Credi ts”). There will be no reverter of any portion of the Settlem Settlement ent Fund to Comcast. 8.2

Curren Currentt Subscri Subscribers bers:: Current Current Subscrib Subscribers ers will will be entit entitled led to to elect elect in their their Claim Claim Form either a one-time credit of fifteen dollars ($15) off their bill – which will be considered a cash election for purposes of paragraph 8.7 – or Settlement Credits redeemable redeemab le for Comcast services services as follows: (a) six free pay-per-view movies (an estimated $35.94 value); or  (b) for custome customers rs who also also subscr subscribe ibe to Xfinit Xfinity® y® high high speed speed intern internet et service, four months free upgrade in Internet service from Performance Level to Blast!® service (an estimated $40 value); or one free month upgrade from Blast!® service to Extreme 105 service (an estimated $38 value); or  (c) two (2) free months of The Movie Channel (an estimated $43.90 value). 8.2.1

The Settlement Settlement Credits Credits will will be valid valid for one year year after their their issuance issuance,, after  which whi ch they expire expire by their own terms. terms. Cur Curren rentt Subscri Subscriber berss who do not affirmati affi rmatively vely elect cash or Settlement Settlement Credits for any of the services services listed in paragraph 8.2 above in their Claim Form will automatically receive two (2) free months of The Movie Channel (an estimated $43.90 value) without the necessity of submitting a timely Claim Form.

8.2.2

Any Claimant Claimant relief relief elected elected in parag paragraph raph 8.2 which which consti constitutes tutes an upgrad upgradee in a customer’s current service (such as The Movie Channel or Xfinity® high speed spe ed inter internet net servic service) e) will will automa automatic ticall ally y end after after the period period of time time specified in the relevant subparagraph of paragraph 8.2 and the customer’s

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subscription will return to the previous service level, unless the customer  makes an affirmative election to continue at the higher service level and pay the regular subscription rate for that service level. 8.2.3 8.2 .3

Differ Different ent pay-per pay-per-vi -view ew movies have differe different nt actual values, values, so the value listed liste d next to each pay-per-view pay-per-view option above is an estimate determined determined by the total potenti potential al value (i.e., value value of pay-per-view pay-per-view movies based off of ccost ost  per rental of a high-definition movie). Therefore, the actual compensation received by a Claimant will vary based upon the Claimant’s pay-per-view selection.

8.3

Fo Form rmer er Subsc Subscri riber bers: s: Class Class Membe Members rs who are not Curre Current nt Subscr Subscrib iber erss wi will ll be

entitled, upon submission of a valid Claim Form, to payment of fifteen dollars ($15) cash. 8.4

Revers Reversion ion to to Settle Settlemen mentt Fund: Fund: The compe compensa nsatio tion n provide provided d for iin n subpar subparagr agraph aphss

8.2 and 8.3 shall only be used as provided for in this Agreement, and is not transferable. transferable. Any funds represented by a settlement check will revert back to the Settlement Fund if the check is not cashed within one hundred and eighty (180) days of issuance. Checks will be invalid one hundred and eighty (180) days after issuance and will state so on their face. 8.5

Pr Provi ovisi sion on of Credi Credits ts an and d Other Other Relie Relief: f: Comca Comcast st will will pay any cash cash amount amountss and

issue iss ue any Settlemen Settlementt Credits Credits pursua pursuant nt to paragr paragraph aphss 8.2 and 8.3 as soon soon as admini administr strati ativel vely y feasible feas ible and in any event no later than one hundred twenty (120) days after the Effective Effective Date. 8.6

Pl Plai aint ntif iff’ f’ss Coun Counse sel’ l’ss Fees: Fees: Clas Classs Coun Counse sell shall shall file a motio motion n for for ap appr prova ovall of 

attorneys’ fees and costs no later thirty (30) days after Preliminary Approval and agree not to seek  an award of attorneys’ fees and costs in excess of the sum of fifteen million dollars and no cents ($15,0 ($1 5,000,0 00,000) 00) (the “Attorney “Attorneys’ s’ Fees Sum”). Sum”). The Attorney Attorneys’ s’ Fees Sum shall shall be paid paid from from the

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Settlement Fund in accordance with wiring instructions to be provided by Plaintiff’s Counsel David Woodward of Heins, Mills & Olson P.L.C. and Barry Barnett of Susman Godfrey L.L.P. within wit hin 30 days days of the Effect Effective ive Date. Comcas Comcast’s t’s agreemen agreementt to this Settle Settlement ment Agreeme Agreement nt is express expr essly ly conditi conditione oned d on the Attorn Attorneys eys’’ Fees Fees Sum being being capped capped at fiftee fifteen n millio million n dollar dollarss ($15,0 ($1 5,000,0 00,000) 00)..

Class Class Lead Lead Counsel Counsel is respons responsibl iblee to make make payment paymentss as necessary necessary in their  their 

discretion discr etion to any other Class Counsel who have been involved in the Action. 8. 8.7 7

Mone Moneti tiza zati tion on of Servi Service ces: s:

In the the ev even entt that that vali valid d ca cash sh elec electi tion onss by Curr Curren entt

Subscribers, valid claims by Former Subscribers, the Attorneys’ Fees Sum, and Administration Costs in the aggregate exceed the Settlement Cash Amount, Comcast shall contribute additional cash to the Settlement Fund to fund such amounts, and the amount of Settlement Credits to Current Subscribers Subscr ibers shall shall be corresponding correspondingly ly reduced, reduced, such that the total value value of the Settlement Settlement Fund does not exceed fifty million million dollars ($50,00 ($50,000,000) 0,000).. In the event that valid cash elect elections ions by Current Subscribers, valid claims by Former Subscribers, the Attorneys’ Fees Sum, and Administration Costs in the aggregate are less than the Settlement Cash Amount, Comcast shall pay the remaining cash pro rata to Current Subscribers by issuing a one-time credit off their bill. 8.8

Admi Admini nist stra rati tion on of Clai Claims ms 8.8.1 8.8 .1

In order order to make the electio election n provided provided for in paragra paragraph ph 8.2, each Class Class Memb Me mber er who who is a Curr Curren entt Su Subs bscr crib iber er shal shalll subm submit it a Clai Claim m Fo Form rm,, substantially in the form of Exhibit “A” including: (a) their name; (b) the address where they currently receive service from Comcast; and (c) their  Comcast account number.

8. 8.8. 8.2 2

In order order to partic particip ipat atee in the Settl Settlem emen ent, t, each Class Class Memb Member er who is a Former Subscriber shall submit a Claim Form, substantially in the form of 

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Exhibit “B” including: (a) their name; (b) the address where they formerly received service from Comcast during the Class Period; (c) their former  Comcas Com castt accoun accountt number number if known; known; and (d) affi affirmi rming, ng, under penalty penalty of   perjury, that they subscribed to video programming services (other than solely sole ly to basic cable services) services) from Comcast Comcast between January 1, 2003 and December 31, 2008 in any one of the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia, Pennsylvania. 8.8.3

All Claiman Claimants ts shall shall affirm, affirm, under penalty penalty of of perjury, perjury, that they they are a member  member  of the Philadelphia Settlement Class. A website will be established for the submission of electronic Claim Forms. Claim Forms may also be submitted  by mail.

All representations representations made in Claim Forms will be subject to

verification through records of Comcast. 8.8.4

Claim Forms Forms will will be sent to the Claims Claims Administ Administrato ratorr and must be receive received d  by the Claims Administrator and/or postmarked no later than two hundred ten (210) days after Preliminary Approval.

8. 8.8. 8.5 5

Subj Subjec ectt to Cour Courtt ap appr prov oval al,, befo before re dist distri ribu buti tion on of the the Se Sett ttle leme ment nt consideration to the Philadelphia Settlement Class, Comcast will provide Class Counsel and the Claims Administrator with a list of claims that, based on its records, Comcast deems invalid. The list will briefly explain why Comcast deems each claim invalid. If, after meeting and conferring with Comcast, Class Counsel believes the challenged claims(s) is/are not invalid and should be paid, Class Counsel may promptly bring the issue(s) to the attention of the Court, which will have final say over the dispute.

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8.8.6 8.8 .6

The Parties Parties agree agree to coopera cooperate te to establ establish ish and implemen implementt the necess necessary ary  procedures in order for the Settlement benefits to be provided to Class Members in the most cost efficient way possible for all Parties.

9.

RELEASES

9.1

All Class Class Members, Members, on behalf behalf of themselve themselvess individua individually lly and their current current or former  former 

agents age nts,, employ employees ees,, predec predecess essor ors, s, succes successor sors, s, heirs heirs,, and assign assigns, s, do hereby hereby volunta voluntari rily ly and knowing know ingly ly agree agree to fully fully,, finall finally, y, and uncond unconditi itiona onally lly rel releas ease, e, discha discharg rgee and hold hold harmle harmless ss Comcast, its respective parents, subsidiaries, predecessors-in-interest predecessors-in-interest or title, successors-in-interes successors-in-interestt or title, affiliates, past or present members, limited and general partners, shareholders, directors, officers offi cers,, employee employees, s, current current and former former employee employees, s, officers officers,, principal principals, s, executives executives,, members, members, managers, agents, attorneys, and representatives from any and all claims, demands, actions, suits, and causes causes of action action relating relating to to the conduct conduct alleged alleged in the Action Action whatsoev whatsoever er that have have been brought brought or could have been brought, are currently pending or were pending, whether known or unknown, suspected or unsuspected, matured or unmatured, asserted or unasserted, under or pursuant to any legal authority including but not limited to any statute, regulation, common law or equity, that arise or relate in any way, directly or indirectly, to both (a) the conduct alleged in the Action and (b) (i) the claims or issues actually raised or which could have been raised in the Action by Plaintiff or the Philadelphia Settlement Class including without limitation the Philadelphia Claims; or (ii) the facts alle allege ged d in the the Acti Action on by Plai Plaint ntif ifff or th thee Ph Phil ilad adel elph phia ia Se Sett ttle leme ment nt Clas Class; s; or (iii (iii)) the the purc purcha hase se or us usee by any Class Member of video programming services from Comcast (other than solely basic cable services) from the beginning of the Class Period until the Effective Date but excluding any claim  based on standard commercial disputes arising in the ordinary course of business under contracts or  commercial relations (collectively, the “Released Claims”).

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9.2

Unknown, Unknown, Unaccrued, Unaccrued, or Unsuspected Unsuspected Claims. Claims. All Class Members Members iintend ntend to grant

a full, full, genera general, l, and uncondi unconditio tional nal releas releasee of all Releas Released ed Claims Claims,, whethe whetherr or not they have knowledge knowle dge of the existence of any such Released Claims, Claims, or of any fact which would give rise to, or support, any such Released Claims, and irrespective of whether the facts presently known to them are correct or complete. Each Party acknowledges that claims may exist against another  Party or its affiliates, which claims are covered by the terms of this release, the nature of which has not yet been discovered. Each Party acknowledges that it may have underestimated, in the amount or severity, presently existing claims against another Party or its affiliates. It is expressly understood and agreed that the possibility that such claims exist, being known and understood, was explicitly taken into account by each Party in determining whether there was adequate consideration in exchange for entering into this Agreement and a portion of that consideration, having hav ing been been bargai bargained ned for betwee between n the Partie Partiess with with knowled knowledge ge of the the possib possibili ility ty of suc such h unknown unknow n claims, claims, was given given in exchange for full accord, accord, satisfact satisfaction, ion, and discharge discharge of all such claims. This release is intended to be, and remain in effect as, a full and complete general release, notwithstanding the discovery or existence of different or additional facts, of the Released Claims. 9.3

The The Parti Parties es expres expressl sly y waive waive all all righ rights ts under under any applic applicab able le or non-a non-appl pplic icab able le

statute statu te or other provision provision limiting the release release of claims by a person person or entity that are not known or  suspected to exist in such person’s or entity’s favor at the time of executing the release and which if known or suspected suspected would have materially materially affected affected such person’s person’s or entity’s decision decision whether or  not to enter into such release. The waiver of any or all statutory or common law rights is not an acknowledgement that any or all these state laws govern this Agreement.

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9. 9.4 4

Upon Upon the Effec Effecti tive ve Date Date of this this Sett Settle leme ment nt Agree Agreeme ment nt,, ea each ch membe memberr of the

Philadelphia Settlement Class who has not timely and properly excluded himself or herself by opting out of the Philadelphia Settlement Class shall be deemed to have given this release. 9.5

Class Members Members agree that this Settlement Settlement Agreement Agreement shall be construed construed to be, and

is, a covenant covenant by Plaint Plaintiff iff and all other member memberss of the Philadelp Philadelphia hia Settle Settlemen mentt Class, Class, for  themselves, their affiliates, agents, successors, and assigns, not to sue, institute, or instigate any legal, equitable, or administrative investigation or proceedings against Comcast for any Released Claims.. Plaintiff Claims Plaintiff and all members members of the Philadelphia Philadelphia Settlement Settlement Class Class agree and acknowledge acknowledge that the covenants not to sue in this Settlement Agreement are made to inure to the benefit of, and are specifically enforceable by, Comcast, their respective parents, subsidiaries, agents, employees, representat repre sentatives, ives, directors, directors, officers officers,, affiliate affiliates, s, heirs, executors, executors, predecessors, predecessors, successors, successors, and assigns. assig ns. Upon the Effective Date, each member of the Philadelphia Philadelphia Settlement Settlement Class who has not timely and properly excluded himself or herself by opting out of the Philadelphia Settlement Class shall be deemed to have made the covenants. 9.6

Pl Plai aint ntif ifff repre represe sent ntss and warra warrant ntss that he and the the other other Class Class Member Memberss are the

current legal and beneficial owners of the Released Claims and that neither he nor any of the Class Members has assigned, pledged, or contracted to assign or pledge any such Released Claim to any  person, other than his attorneys in connection with contingent fee agreements. All claims that Class Members have assigned or pledged to their attorneys, or contracted to assign or pledge to their attorneys, are released to the same extent as the Released Claims. 9.7

Plaintiff Plaintiff warrants warrants and represents represents that he has asserted asserted no claim claim in the Action except

those that he owns, that he can provide a complete complete resolution resolution of his claims in the Action, and that

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no part of Plaintiff’s or the Philadelphia Settlement Class’s Released Claims in the Action against Comcast will remain viable after the dismissal of the Action. 9.8

The terms of the release release and covenants covenants provided provided and and effect effectuated uated by this Settlement Settlement

Agreement are to be broadly construed in favor of a complete resolution of all claims relating to the conduct alleged in the Action that were actually raised in or could have been raised by Plaintiff  or the Philadelphia Settlement Class in the Action, including without limitation the Philadelphia Claims. 9.9

Notw Notwit iths hsta tand ndin ing g any provi provisi sion on in th this is Settl Settlem ement ent Agre Agreem emen entt to the contra contrary ry,,

nothi not hing ng in th this is Settl Settlem emen entt Agre Agreem emen entt sh shal alll rele releas asee any Pa Party rty of his, his, her, her, or its its resp respect ectiv ivee obligations under this Agreement or otherwise preclude any Party from filing an action against another Party for the purpose of enforcing his, her, or its rights under this Agreement. 9.10

Consistent Consistent with with the general general release release of of these these claims, claims, Plaintiff Plaintiff agrees agrees not not to institute institute

any federal, state, territorial, or private regulatory, administrative, legal, or other proceeding, investigation, inquiry, examination, or review related to the Released Claims, except to the extent required by law. 10.

TERMINA TERMINATION TION OF SETTLEME SETTLEMENT NT AGREEM AGREEMENT ENT

In the event that the Court or any appellate or other court enters an order altering this Settlement Agreement in a way that either Party believes, in its sole discretion, materially and adversely advers ely affects its interests, interests, the affected Party may, within within ten (10) days from the entry of such order, void this Settlement Agreement on such grounds. 11 11..

NO ADMI ADMISS SSIO ION N OF LIAB LIABIL ILIT ITY Y

11.1

The Settlem Settlement ent reached reached in this Settle Settlement ment Agreeme Agreement nt is made only only to compromi compromise se

and settle the Action between Plaintiff and the Philadelphia Settlement Class on the one hand, and

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Comcast, on the other hand, without further litigation and should in no way be construed as an admiss adm ission ion of lia liabil bility ity or wrongdo wrongdoing ing of any kind kind by Comcas Comcast. t. Rather Rather,, Comcast Comcast denies denies any wrongdoing or liability. This Settlement is intended to resolve claims disputed as to both the facts and the law, and each Party has relied relied upon its own employees’ employees’ and counsel’s counsel’s advice and work in entering into this Settlement Agreement Agreement and not the advice or work of any other Party’s employees or counsel. No Party to the Settlement Agreement, and no one in privity with them, may argue  before any court, agency, or other forum that the Settlement shows or evidences an admission by Comcast that it violated any law or legal obligation. Neither this Settlement Agreement nor any of  the negotiations connected with it may be offered or received in evidence for any purpose other  than for purposes of the proceedings to approve this Settlement Agreement and to obtain dismissal of the Action or to otherwise enforce this Settlement Agreement. 12 12..

GENE GENERA RAL L PROV PROVIS ISIO IONS NS

12.1

Modificati Modifications. ons. Comcast Comcast and Class Class Lead Lead Counsel Counsel may may agree agree by written written amend amendment ment

to modify the provisions of this Settlement Agreement as they deem necessary to effectuate the intent of the Settlement Agreement, provided, however, that they may make no agreement that reduces or impairs the benefits to any Philadelphia Settlement Class Member without approval by the Court. 12.2

No Oral Oral Modifi Modificat cation ions. s. No altera alteratio tions, ns, modifi modificat cations ions,, supple supplemen ments, ts, changes, changes,

amendments, waivers, or termination of this Agreement shall be valid unless in writing and executed by all Parties. No waiver of any provision of this Agreement shall constitute a waiver of  any other provision. Each Party warrants that he, she, or it has not relied on any promises or  representations outside of this Agreement.

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12.3 12. 3

Bind Bindin ing g Ef Effe fect ct of Settl Settlem emen entt Agre Agreeme ement nt.. The The term termss and and provi provisi sion onss of this this

Settlement Agreement shall be binding upon, and inure to the benefit of, each of the Parties and each of their respective successors, heirs, and assigns. 12.4

Multiple Multiple Original Originals/Coun s/Counterpa terparts. rts. This This Settlement Settlement Agreeme Agreement, nt, including including Exhibits Exhibits,,

may be executed in one or more counterparts, each of which when so executed and delivered shall  be deemed to be an original, but all of which taken together shall constitute but one and the same instrument. instr ument. A facsimile facsimile or a PDF copy of a signature page shall be acceptable in the absence of an original signature page. 12.5 12. 5

Auth Author orit ity y of Perso Persons ns Signi Signing ng Settl Settlem emen entt Agre Agreem emen ent. t. Couns Counsel el execu executi ting ng this this

document for the Parties represent represent and warrant that they do so with full authority to bind each such Party and their co-counsel to the terms and provisions in this Agreement. Further, Class Counsel individually represent to Comcast that they are in agreement as to the fairness and adequacy of the Settlement. 12.6

Entire Entire Settlement Settlement Agreeme Agreement. nt. This Settlement Settlement Agreeme Agreement nt is the the entire entire agreement agreement

and understanding among each of the Parties relating to this subject matter and supersedes all prior   proposals, negotiations, agreements, and understandings between the Parties. All negotiations, understanding unders tandings, s, conversations, conversations, and communicati communications ons are merged into this Agreement Agreement and have no force and effect other than as expressed in the text of this Agreement. The Parties acknowledge, stipulate and agree that no covenant, obligation, condition, representation, warranty, inducement, negotiation or understanding respecting any part or all of the subject matter of this Settlement Agreement has been made or relied on except to the extent expressly set forth in this Settlement Agreement.

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12.7

Govern Governing ing Law and Venue Venue and Jurisdi Jurisdicti ction. on. Thi Thiss Settlem Settlement ent Agree Agreemen mentt shall be

governed, construed by and follow the laws of the Commonwealth of Pennsylvania. Jurisdiction and venue for all proceedings in connection with this Settlement Agreement, or arising as a result of any matter relating to this Settlement, or addressed in this Settlement Agreement, shall be in the United States District Court for the Eastern District of Pennsylvania under the caption and case number of this litigation. 12.8

Enforcement Enforcement of Agreement. Agreement. Each Party hereby irrevocably irrevocably submits submits to the exclusive exclusive

 jurisdiction and venue of the United States District Court for the Eastern District of Pennsylvania P ennsylvania for any suit, action, proceeding, case, controversy, or dispute arising in the United States and relating to this Agreement and/or Exhibits hereto and negotiation, performance, or breach of same. 12.9

Voluntary Voluntary Agreement Agreement and and Consultatio Consultation n With Counsel. Counsel. The Parties Parties represent represent and

acknowledge: acknow ledge: (a) they have read this Settlement Settlement Agreement; Agreement; (b) they have made such investigat investigation ion of the matters matters pertaining to this Settlement Agreement Agreement as they deem necessary and find the terms of thi thiss Settle Settlement ment Agreemen Agreementt to be satisf satisfact actory ory;; (c) they unders understand tand all of this this Settle Settlemen mentt Agreement’s terms; (d) they execute this Settlement Agreement freely, voluntarily, and without coercion, coerc ion, with full knowledge knowledge of its significance significance and the legal consequences thereof; thereof; and (e) they have consulted legal counsel and have had an adequate opportunity to review and consider the terms of this Settlement Agreement. Agreement. Furthermore, the Parties agree that no fiduciary relations relationship hip exists among them, and no Party is dependent upon any other Party for knowledge, advice, guid guidanc ance, e, finan financi cial al su suppo pport rt,, or th thee abil ability ity to knowi knowing ngly ly and inde indepen pende dent ntly ly ente enterr into into this this Agreement. 12.10 Further Further Assurances. Assurances. Each Party shall shall undert undertake ake good faith efforts efforts to perform any and all of that Party’s obligations under this Settlement Agreement. In this connection, each Party

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shall take any and all actions, and execute, have acknowledged and deliver any and all further  documents that one or more other Parties may reasonably request to effectuate the intents and  purposes of this Settlement Agreement. 12.11 Time Frames. Frames. The Parties Parties recognize recognize that that additional additional time might might be required required in order  to accomplish the actions or tasks provided for by the Settlement Agreement. In the event that a Party is unable to accomplish any task within the allotted time, the other Parties agree to a reasonable extension of time. 12.12 12. 12 Cost Costs. s. Ot Other her th than an th thee sp spec ecif ific ic atto attorn rney eys’ s’ fees fees and and co cost stss provi provide ded d for for in this this Settlement Settle ment Agreement, Agreement, the Parties Parties hereby each agree to bear their own attorneys’ attorneys’ fees, costs, and expenses, including but not limited to expert witness fees and expenses, incurred in connection with the Action and this Settlement Agreement. 12.13 12.1 3 Effect Effect of Inval Invalidi idity/ ty/Seve Severab rabili ility. ty. Wherev Wherever er possibl possible, e, each each provis provision ion of this this Settlement Agreement shall be interpreted in such manner as to be effective and valid under  applicable law, but if any provision should be prohibited or invalidated under such law, such  provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or other provisions of this Settlement Agreement. 12.14 Notices. All notices required or permitted hereunder shall be in writing writing and shall be sent via facsimile and Federal Express (or other overnight courier) and addressed as follows: If to Comc Comcas ast: t:

M. Norm Norman an Gold Goldbe berg rger er,, Es Esq. q. Ballard Spahr, LLP 1735 Market Street, 51st Floor  Philadelphia, Pennsylvania 19103 Telephone: (215) 665-8500 Facsimile: (215) 864-8999 Arthur J. Burke, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue 27

 

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 New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 450-3800 Sheron Korpus, Esq. Kasowitz Benson Torres & Friedman LLP 1633 Broadway  New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800

If to Plai Plaint ntif ifff:

David avid Wood Woodwa warrd, Esq. Esq. Heins Mills & Olson, P.L.C. 310 Clifton Avenue Minneapolis, MN 55403 Telephone: (612) 338-4605 Facsimile: (612) 338-4692 Barry Barnett, Esq. Susman Godfrey L.L.P 901 Main Street, Suite 5100 Dallas, Texas 75202-3775 Telephone: (214) 754-1900 Facsimile: (214) 754-1933

12.15 Confidentia Confidentiality lity/Non-D /Non-Disparag isparagement. ement. The Parties Parties agree that any non-public non-public facts or  circumstances concerning this Action, the Philadelphia Claims, and the terms and conditions of  this Settlement Agreement shall be kept strictly confidential confidential among the Parties and their counsel, except as provided in paragraph 4.3, and are not to be revealed to any other person or entity, except as may be necessary to comply with applicable law, including Rule 5.6(b) of the ABA’s Model Rules of Professional Conduct and any similar rules that may apply to counsel, and to implement this Settlement Agreement. Subject to paragraph 4.3,  supra, no Party will make any  press release or other form of public announcement announcemen t regarding re garding the Settlement other than what the Court Cou rt order orderss in connec connecti tion on with with class class notice notice.. The Partie Partiess furthe furtherr agree agree that that the they y will will keep keep confidential their dealings and opinions about each other with respect to the Action and the Settlement thereof, and that they will not make any disparaging statements about the other with 28

 

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respect to the Action and the Settlement thereof, or imply that any Party prevailed over any other  Party in connection with the claims which are the subject of this Agreement. The Parties and their  counsel reserve the right to speak or write publicly about the Settlement in the context of  developments developmen ts in the law, but in doing so counsel shall refrain refrain from speaking negatively about the Parties and in doing so will not otherwise otherwise address the meri merits ts of the Action. The Parties further  further  agree this paragraph is an essential and material term of this Agreement and, without it, no Settlement would have been reached. 12.16 12.1 6 No Obligati Obligation on to Third Third Parties. Parties. Except Except for the Partie Partiess to this this Agreement Agreement and as otherwise provided herein, no person is intended to be a beneficiary of any provision of this Agreement and, accordingly, there shall be no third party beneficiaries of this Agreement. 12.17 Default. Default. If any Party defaults defaults upon any provision provision of this Agreement, Agreement, a Party shall shall have the right to enforce the agreement in this Court, which shall retain jurisdiction to enforce this Agreement, and obtain from the defaulted Party all reasonable attorneys’ fees, court costs, and litigation expenses, including but not limited to expert witness fees and expenses, to enforce the Agreement. 12.18 Effective Effectiveness ness of Agreement. Agreement. This This Settlement Settlement Agreement Agreement shall shall be effective effective upon the signing signi ng of the Agreement Agreement by all of the persons persons whose signature signature is included included on a signature page of  this Agreement. IN WITNESS WHEREOF, WHEREOF, each Party hereto has approved and executed executed this Class Action Action Settlement Agreement and General Release on the date set forth below.

29

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 31 of 85

EXECUTION COPY

Signature Pages FOR PLAINTIFFS

Stanford Glaberson, individually and

as representative of others similarly situted ~ ~ ~ ~ David Woodward, Esq. Co-Lead Counsel for Plaintiff and the Settlement Class Dated: October 28

2014

Barr Barnett, Esq.

Co- Lead Counsel for Plaintiff and the Settlement Class

Dated: October 28

2014

FOR DEFEND NTS Comcast Corporation, Comcast Holdings cast Cable Communications Inc., Comcast Cable Communications Holdings Inc. and Comcast Cable Holdings LLC Corporation

Com

Arthur R. Block

Esq.

Senior Vice President, General Counsel and Secretary Dated: October 28

30

2014

 -

 

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Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 33 of 85

 

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EXHIBIT A

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 35 of 85

CURRENT COMCAST SUBSCRIBERS CLAIM FORM To receive a payment, you must accurately complete this Claim Form and submit it, postmarked, no later than maill to to:: Month XX Month XX,, 2015 2015. Cl Clai aim m Fo Form rmss may may be subm submit itte ted d onli online ne at  www.CableSettlement.com   or by mai [ADDRESS]. PART 1: CLASS MEMBER  I  INFORMATION Please enter your current contact information. Last Name (or Business Name if Appli liccable le))

MI

First Name

City

State

Zip Code

Current Telephone Number

Email Address

Mailing Address

 ______-______-________ 

PART 2: SUBSCRIPTION INFORMATION Please enter the information about your Comcast subscription. Service Address (where you receive Comcast service, if different than Mailing Address)

City

State

Zip Code

Comcast Account Number

PART 3: SELECTION OF BENEFIT

Choose a service benefit from a list of five options. If you are an eligible Current Subscriber and you do not select an option below, you will automatically receive two free months of The Movie Channel ™ (an estimated $43.90 value).1 The Settlement Credits will be valid for the duration indicated below, after which they expire. Additional equipment may be required to receive one or more of the options listed below and will be provided free. If you are a Current Subscriber, choose  one  of the following options: 

  A one-time credit of $15 off y your our bill; or



  Six free pay-per-view pay-per-view movies (an estimated $35.94 value); or



  Four months free upgrade upgrade in Inter Internet net service from Performanc Performancee Level to Blast! Blast!® ® service (an estimated $40 value). This is only available to customers who subscribe subscribe to Xfinity® high speed internet service;2 or



  One free month upgrade upgrade from Blas Blast!® t!® servic servicee to Extreme 105 service service (an estimated estimated $38 value). This is only available to customers who subscribe to Xfinity® high speed internet service; 3 or

1

The Movie Channel™ offers certain content that may have an “R” rating. A modem upgrade may be required to receive this service; if so, such upgrade will be provided at no cost to you. 3 See footnote 2.

2

CLAIM FORMS MAY BE FILED ONLINE AT WWW.CABLESETTLEMENT.COM QUESTIONS? CALL 1-800-000-0000

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 36 of 85 

  Two free months of The Movie Channel™ (an estimated $43.90 value).

PART 4: SIGN AND DATE YOUR  C  CLAIM FORM

Print your name and sign and date the Claim Form. I declare, under penalty of perjury, that: (1) I am a member of the class; (2) I am a Current Subscriber of Comcast’s cable service (other than only to basic service) in one of the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia, Pennsylvania; and (3) the information provided in this claim form is true and correct. Print Name

Signature

Date (MM/DD/YY)

CLAIM FORMS MAY BE FILED ONLINE AT WWW.CABLESETTLEMENT.COM QUESTIONS? CALL 1-800-000-0000

 

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EXHIBIT B

 

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FORMER  COMCAST SUBSCRIBERS CLAIM FORM To receive a payment, you must accurately complete this Claim Form and submit it, postmarked, no later than maill to to:: Month XX Month XX,, 2015 2015. Cl Clai aim m Fo Form rmss may may be subm submit itte ted d onli online ne at  www.CableSettlement.com   or by mai [ADDRESS].

PART 1: CLASS MEMBER  I  INFORMATION Please enter your current contact information. Last Name (or Business Name if Appli liccable le))

MI

First Name

City

State

Zip Code

Current Telephone Number

Email Address

Mailing Address

 ______-______-________ 

PART 2: SUBSCRIPTION INFORMATION

Please enter the information about your former Comcast subscription. Service Address (where you received Comcast service during the Class Period, if different than Mailing Address)

City

State

Zip Code

Comcast Account Number (if known)

 Approximate Dates D ates of Comcast Service (if known)

PART 3: SIGN YOUR  C  CLAIM FORM Print your name and sign and date the Claim Form.

I declare, under penalty of perjury, that: (1) I am a member of the class, (2) I am a Former Subscriber of Comcast’s cable services (other than only basic cable) at any time between January 1, 2003 and December 31, 2008 in Bucks, Chester, Delaware, Montgomery or Philadelphia County, Pennsylvania, and (3) the information provided in this claim form is true and correct. Print Name

Signature

Date (MM/DD/YY)

CLAIM FORMS MAY BE FILED ONLINE AT WWW.CABLESETTLEMENT.COM QUESTIONS? CALL 1-800-000-0000

 

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EXHIBIT C

 

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IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA  _________________________________________   __________________________ _______________  ) STANFORD GLABERSON,  et. al., ) ) Ci Civi vill Acti Action on No. No. 03 03-6 -660 604( 4(JP JP))

Plaintiffs, v. COMCAST CORPORATION,  et. al., Defendants.

)) ) ) ) )

The Honorable John R. Padova

[PROPOSED] ORDER CERTIFYING A SETTLEMENT CLASS AND PRELIMINARILY APPROVING CLASS ACTION SETTLEMENT AGREEMENT

Upon review and consideration of the Settlement Agreement, dated October 28, 2014, and Plaintiff’s Motion for Certification of a Settlement Class and Preliminary Approval of Class Action Actio n Settlement Settlement and supporting memorandum memorandum of law, this Court hereby hereby FINDS and ORDERS ORDERS as follows: I.

BACKGROUND A.

Plain lainti tiff ffs’ s’ Claim laimss

1.

On December December 8, 2003, Plaintiff Plaintiff Stanford Stanford Glaberson Glaberson and other plaintiffs plaintiffs filed a class

ac acti tion on co compl mplai aint nt in th this is Cour Courtt curr curren ently tly capti caption oned ed   Glabe Glabers rson on v. Comc Comcas astt Corp Corp.., No. 2:03-c 2:0 3-cv-0 v-06604 6604-JP -JP (E.D. (E.D. Pa.) Pa.) (the (the “Actio “Action”) n”) on behalf behalf of subscr subscriber iberss who had subscr subscribed ibed to Comcast’s video programming services (other than solely to basic cable services) in sixteen counties in Pennsylvania, Pennsylvania, New Jersey and Delaware. The Action alleged alleged that Defendants Defendants Comcast Corporation, Corpor ation, Comcast Holdings Holdings Corporation, Corporation, Comcast Cable Communicati Communications ons Inc., Inc., Comcast Comcast Cable Communications Holdings Inc. and Comcast Cable H Holdings oldings LLC (collectively “Comcast”) had, inter alia, unlawfully divided and allocated markets and engaged in other conduct in violation of Sections 1 and 2 of the Sherman Act (15 U.S.C. §§ 1 & 2) in the Philadelphia, Pennsylvania area that reduced and deterred deterred overbuilder overbuilder competition competition and allegedly allegedly caused Plaintiff Plaintiff and the putative

 

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class to pay supracompetitive supracompetitive prices. prices. Plaintiff Plaintiff and other putative class representati representatives ves filed an Amende Ame nded d Class Class Action Action Compla Complaint int on Februa February ry 20, 2004, 2004, a Second Second Amende Amended d Class Class Action Action Complaint on May 17, 2004, and a Third Amended Consolidated Class Action Complaint on May 23, 2006, alleging alleging in each that Defendants had also unlawfully unlawfully divided and allocated allocated markets and engaged in other conduct in violation of Sections 1 and 2 of the Sherman Act in the Chicago, Illinois area and asserting claims on behalf of two classes (a “Philadelphia Class” and a “Chicago Class”) Class ”) for treble damages and injunctive injunctive relief. relief. On April 15, 2014, the claims on behalf of the Chicago Chicag o Class were withdrawn. withdrawn. On April 16, 2014, Plaintiff Plaintiff filed the currently operative operative Fourth Amended Class Action Complaint (the “Complaint”) alleging similar claims solely on behalf of a re revi vise sed d Phila Philade delp lphi hiaa Settl Settlem emen entt Clas Classs (as (as fu furt rthe herr defin defined ed belo below) w) consi consist stin ing g of Comca Comcast st subscribers in five counties in Pennsylvania. 2.

Comcast Comcast has denied Plaintiff’ Plaintiff’ss allegations allegations regarding regarding liability, liability, has denied Plaintiff’ Plaintiff’ss

and the Philadelphia Settlement Class’s entitlement entitlement to damages or any other relief and has asserted numerous defenses. Comcast contends that its conduct was at all times lawful and ccaused aused no harm to competition, the public, Plaintiff, or the members of the Philadelphia Settlement Class. 3.

The The Sett Settle leme ment nt propo propose sed d here here was reac reache hed d afte afterr arm’ arm’ss-le leng ngth th negoti negotiat atio ions ns

occurring over the course of several years, including multiple mediation sessions before Professor  Eric Green. Green. Further, Further, the Settleme Settlement nt was reached reached only after counsel counsel litiga litigated ted this case case for more than a decade by: (a) engaging in extensive fact and expert discovery; (c) litigating two efforts by Plaintiff to certify a class in 2007 and 2010, including a full evidentiary hearing in connection with Plaintiff’s second effort at class certification and a successful appeal by Comcast to the United States Supreme Court; and (d) litigating Comcast’s motion for summary judgment, which was granted grant ed in part and denied in part in April 2012.

2

 

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B.

Plain Plaintif tiffs’ fs’ Pendi Pending ng Motion Motion for Cl Class ass Cert Certifi ifica catio tion n

4.

When When the the parti parties es ente entere red d into into the the Settl Settlem emen ent, t, Plai Plaint ntif ifff had mov moved ed for for class class

certificat certi fication ion of a smaller, smaller, revised Philadelphi Philadelphiaa Class. On November 12, 2013, the Court Court denied Comcast Comc ast’s ’s motion motion to st strik rikee Plaint Plaintif iff’s f’s motion motion to recert recertify ify a revise revised d Philade Philadelph lphia ia Cla Class ss and  permitted Comcast to file a substantive response to Plaintiff’s motion. On January 15, 2014, Comcast opposed Plaintiff’s motion for recertification of a revised Philadelphia Class and moved to exclude the opinions and testimony of Plaintiff’s experts Dr. Michael A. Williams and Dr. James T. McClave. McClave. Comcast Comcast agrees that the Philadelphia Philadelphia Settlem Settlement ent Class should should be certified certified solely for the purpose purpose of settling the claims claims asserted in the Action by the Philadelphia Philadelphia Settlement Settlement Class. II.

[PR [PROPO OPOSED] SED] FINDING FINDINGS S WITH RESPEC RESPECT T TO CLASS CLASS CER CERTIF TIFICA ICATIO TION N

5.

“A party party seek seekin ing g to maint maintai ain n a class class acti action on ‘mus ‘mustt affir affirma mati tive vely ly demo demons nstr trat atee his

compliance’ with Rule 23.”   Comcast Comcast Corp. v. Behrend , 133 S. Ct. 1426, 1432 (2013) (quoting Wal-Mart Wal-M art Stores, Inc. v. Dukes, Dukes,  564 U.S. --, 131 S. Ct. 2541, 2551-52 2551-52 (2011)). (2011)). The Rule “‘does “‘does

not set forth a mere pleading standard. standard.’’ Rather, Rather, a party must not only ‘be prepared prepared to prove that there are   in fact  sufficiently   sufficiently numerous parties, common questions of law or fact,’ typicality of  claimss or defenses, claim defenses, and adequacy adequacy of representat representation, ion, as required required by Rule 23(a). 23(a). The party must also also satisf sat isfy y throug through h evident evidentiary iary proof at least least one of the provis provision ionss of Rule 23(b).” 23(b).”   Id.   When confronted with a request for settlement only class certification, a court need not consider whether  the case, if tried, would present intractable management problems, but must determine that all of  the other requirements for class certification under Rule 23(a) and (b) are met.   Sullivan v. DB  Invs., Inc. , 667 F.3d 276, 322 n.56 (3d Cir. 2011).

3

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 43 of 85

A.

Standard Standardss ffor or Certifi Certificati cation on of a Settlem Settlement ent Class Class Under Under Fed. Fed. R. Civ. P. 23(a) 23(a)

6.

Rule Rule 23(a) 23(a) cont contai ains ns four four thre thresh shol old d requir requirem ement entss – nume numero rosi sity ty,, common commonal alit ity, y,

typicality and adequacy.   Dukes,  131 S. Ct. at 2548;  Sullivan, 677 F.3d at 296; Fed. R. Civ. P. 23. 7.

In determi determinin ning g whet whether her the requir requireme ements nts of Rule Rule 23 23 have have been been met, met, the Court Court may may

need to probe behind the pleadings to examine those aspects of the merits relevant to making the certification decision on an informed basis.   Comcast , 133 S. Ct. at 1432. Class Class certif certifica icatio tion n is only appropriate if “the trial court is satisfied, after a rigorous analysis, that the prerequisites … have been satisfied.”   Dukes, 131 S. Ct. at 2551;  Rodriguez v. Nat’l City Bank , 726 F.3d 372 (3d Cir. 2013) (the Third Circuit’s “policy in favor of voluntary settlement does not alter the ‘rigorous analysis’ needed to ensure that the Rule 23 requirements are satisfied”). 8.

Af Afte terr conduc conducti ting ng the the requi require red d analy analysi sis, s, the the Court Court finds finds that that cert certif ific icat atio ion n of thi thiss

Philadelphia Settlement Class is appropriate. 1.

9.

Numerosity

The The part partie iess agree agree tha thatt the num numbe berr of per perso sons ns who who cur curre rent ntly ly sub subscr scrib ibee or who who

subscribed to Comcast’s video programming services (other than solely to basic cable service)  between January 1, 2003 and December 31, 2008 in the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia, Pennsylvania is at least least 800,000. Accordingly, this Court finds the numerosity requirement is satisfied. 2.

10. 10.

Commonality

Here Here,, Plai Plaint ntif ifff alle allege ges, s,   inter alia, that Comcast entered into a series of market

alloca allocatin ting g swap swap and acquisi acquisitio tion n agreem agreement entss with with other other cable cable compani companies es that that caused caused all class class memberss to be harmed by paying supracompetitive member supracompetitive prices. prices. Plaintiff Plaintiff further further alleges that all class

4

 

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memberss paid supracompeti member supracompetitive tive prices because because of anticompetitiv anticompetitivee conduct. Accordingly Accordingly,, this Court finds the commonality requirement is satisfied. 3.

11. 11.

Typicality

Pl Plai aint ntif iffs fs alle allege ge,,   inter alia,   that Comcast’s swaps and acquisitions reduced and

deterred overbuilder competition and enabled Comcast to raise prices to supracompetitive levels, thereby the reby injuri injuring ng all Class Class member memberss in the same same manner manner.. Accordi Accordingly ngly,, this this Court Court finds finds the typicality requirement is satisfied. 4.

12.

Adeq Adequa uacy cy of Re Repr pres esen enta tati tion on

The adequacy requirement requirement under Federal Federal Rule of Civil Procedure Procedure 23(a)(4) 23(a)(4) has two

requirement requi rements: s: (1) “the interests of the named plaintiffs plaintiffs must be sufficient sufficiently ly aligned with those of  the absentees,” and (2) “class counsel must be qualified and must serve the interests of the entire class.”  Georgine v. Amchem Prods, Inc. , 83 F.3d 610, 630 (3d Cir. 1996). a.

13.

Absen sence of Confl onflic ictt

Mr. Glab Glabers erson on was a subsc subscrib riber er of video video prog programm ramming ing serv service icess from from Comcas Comcast, t,

othe otherr th than an sole solely ly basic basic cabl cablee se serv rvic ices es,, durin during g the rele relevan vantt pe peri riod od from from Ja Janua nuary ry 1, 20 2003 03 to December Decem ber 31, 2008. Accordingly, Accordingly, there are no conflicts conflicts that would render the named Plainti Plaintiff ff an inadequate representative of the Class at large. b.

14.

Qual Qualif ific icat atio ion n of Coun Counse sell

Co-Lea Co-Lead d Class Class Couns Counsel el Barry Barry Barnett Barnett,, Esq. Esq. of Susman Susman Godf Godfrey rey L.L.P L.L.P.. and Davi David d

Woodward, Esq. of Heins, Mills & Olson, P.L.C. have extensive experience and expertise in antitrust, class action, and complex civil litigation, and have successfully prosecuted antitrust class actions and other similar cases in courts in this district and throughout the United States, including,

5

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 45 of 85

for the last last decade, decade, this Action Action.. Accord According ingly, ly, this Court Court finds finds the adequacy adequacy of represe representa ntatio tion n requirement is satisfied. B.

Requ Requir irem emen ents ts of Fed. Fed. R. Civ. Civ. P. 23 23(b (b))

15.

Rule Rule 23(b) 23(b)(3 (3)) requir requires es (1) commo common n questi questions ons of law law or fact fact predo predomi mina nate te over  over 

in indi divi vidu dual al quest questio ions ns;; and and (2) (2) that that a clas classs acti action on is su supe peri rior or to other other avai availa labl blee method methodss of  adjudication. 1.

16.

Predominance

This Court finds the predominance predominance requirement requirement is satisfied satisfied for settl settlement ement purposes purposes

 because common questions present a significant aspect of the case and can be resolved for all Class members in a single common judgment. 2.

17.

Superiority

The superiority superiority requirement requirement is satisfied satisfied here because a class class action action settle settlement ment will

achiev ach ievee economi economies es for both the litigant litigantss and the Court, Court, avoidi avoiding ng hundred hundredss of thousan thousands ds of  individual adjudications. A class action is superior to other available methods for fairly and efficiently adjudicating this case. 18.

Accordingly Accordingly,, this Court finds the superiority superiority requir requirement ement is satisfied. satisfied.

19.

Accord According ingly, ly, for for all the the foreg foregoing oing reas reasons ons,, the Court Court will will certi certify fy the ffollo ollowin wing g

Settlement Class under Federal Rule of Civil Procedure 23: All cable television customers who 1) currently subscribe or 2) previously subscribed subsc ribed at any time from Januar January y 1, 2003 to December 31, 2008, to video programming services (other than solely to basic cable services) from Comcast, or any of its subsidiaries or affiliates, in the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia, Pennsylvania. The Class excludes governmental entities, Defendants, Defendants’ subsidiaries and affiliates and this Court. 20.

This This Court Court furthe furtherr appo appoint intss Plainti Plaintiff ff Stanf Stanford ord Glabe Glaberso rson n as rep repres resent entati ative ve of the the

Settlement Class and appoints the following counsel as Co-Lead Class Counsel under Rule 23(g): 6

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 46 of 85

David Woodward, Esq. Heins Mills & Olson, P.L.C. 310 Clifton Avenue Minneapolis, MN 55403 Telephone: (612) 338-4605 Facsimile: (612) 338-4692 Barry Barnett, Esq. Susman Godfrey L.L.P 901 Main Street, Street, Suite 5100 Dallas, TX 75202-3775 Telephone: (214) 754-1900 Facsimile: (214) 754-1933 III.

FINDIN FINDINGS GS WITH RESPECT RESPECT TO PRELIMI PRELIMINAR NARY Y APPROVAL OF THE PROPOSED CLASS ACTION SETTLEMENT

21. 21.

This This Court Court has juris jurisdi dict ctio ion n over over thi thiss ca case se,, an and d ea each ch of the the Sett Settle leme ment nt Class Class

members (as defined above) for all matters relating to this Action, the Settlement, including without limitation, all matters relating to the administration, interpretation, effectuation and/or  enforcement of the Settlement and this Order. 22.

The law law favor favorss settle settlement ment,, partic particula ularly rly in in class class actions actions and and other other comple complex x case casess

where judicial resources can be conserved by avoiding formal litigation.   Ehrheart v. Verizon Wireless, 609 F.3d 590, 594-95 (3d Cir. 2010) (recognizing the “strong presumption in favor of 

voluntary settlement agreements” and noting that it is “especially strong” in the context of class action cases). 23.

Revi Review ew of a propo propose sed d class class acti action on sett settle leme ment nt is a twotwo-st step ep proce process ss:: the the firs firstt

involves preliminary approval of the settlement and the successive procedural steps (such as notice, the claim form, and the schedule for a final fairness hearing), and the second involves final approval after a fairness hearing.  See Gates v. Rohm & Haas Co. , 248 F.R.D. 434, 438 (E.D. Pa. 2008); Curial  Curialee v. Lenox Group, Group, Inc., Civ. A. No. 07-1432, 2008 WL 4899474, at *4 (E.D. (E.D. Pa. Nov. 14, 2008). After notice to the class and an opportunity for class members to object to the proposed 7

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 47 of 85

settle set tlemen mentt or otherw otherwise ise be heard, heard, the Court Court will will determ determine ine whethe whetherr the settle settlemen mentt is fair, fair, reasonable reas onable and adequate adequate and whether whether the settlement settlement should should be finally finally approved approved under Federal Federal Rule of Civil Procedure 23(e). 24.

At the the prelim prelimina inary ry ap approv proval al stage stage,, a court court makes makes a prelim prelimina inary ry ev evalu aluati ation on as to to

whether the proposed settlement is within the range of possible approval and free of obvious deficiencies or reasons to doubt its fairness.  Mehling v. New York Life Ins. Co. , 246 F.R.D. 467, 472 (E.D. Pa. 2007);  Curiale, 2008 WL 4899474, at *4. If a settlement settlement falls within within the range range of   possible approval, notice should be given to class members to allow them the opportunity to review and comment on the proposed settlement.   Samuel Samuel v. Equicre Equicredit dit Corp., No. Civ. A. 00-6196, 2002 WL 970396, at *1 n.1 (E.D. Pa. May 6, 2002). 25.

Accordingly Accordingly,, in considering considering whether to grant preliminary preliminary approval, approval, the Court is not

required requi red to make a final determination determination of the adequacy of the settlement. settlement.  In re Auto. Refinishing   Paint Antitrust Litig., MDL No. 1426, 2004 WL 1068807, at *2 (E.D. Pa. May 11, 2004)

(distinguis (dist inguishing hing between preliminary preliminary approval approval and final approval). approval). Nor will any class member’s member’s substantive subst antive rights be prejudiced prejudiced by b y preliminary approval, approval, since preliminary preliminary approval is solely to obtain authority for notifying the class of the terms of the Settlement and to set the stage for the final approval of the settlement.   Id. 26.

In decid deciding ing pr preli elimin minary ary appro approval val,, the Cou Court rt consid considers ers whet whether her:: (1) the the settle settlemen mentt

negotiations occurred at arm’s length, (2) there was sufficient discovery, and (3) the proponents of  the settlement are experienced in similar litigation.   Gates, 248 F.R.D. at 439;  In re Linerboard   Antitrust Litig. , 292 F. Supp. 2d 631, 638 (E.D. Pa. 2003);  Curiale, 2008 WL 4899474, at *9.

8

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 48 of 85

A.

Se Sett ttle leme ment nt Nego Negoti tiat atio ions ns

27.

Whethe Whetherr a set settle tlemen mentt arises arises from from arm’sarm’s-leng length th negoti negotiati ations ons is ofte often n the centra centrall

focus of the analysis analysis on a motion for preliminary preliminary approval approval..   Mehling , 246 F.R.D. at 472,  Curiale, 2008 WL 4899474, at *4. 28.

Here, Here, the the proposed proposed settlement settlement was reached reached only after extensive extensive negotiations negotiations guided

 by an independent and experienced mediator. This factor thus supports preliminary approval. B.

Discovery

29.

This This Actio Action n has been been pendin pending g for for over over a decad decadee and the part parties ies have have engag engaged ed in

extensive discovery that supports this settlement. Between August 2006 and October 2, 2009, the Class engaged in a massive discovery program that provided them over 5 million pages and 50 gigabytes gigaby tes of electronic electronic data. The parties parties have exchanged exchanged 37 expert reports reports and have conducted conducted the depositions depositions of 47 witnesses witnesses,, including of non-party overbuilder overbuilder RCN. C.

Recom Recomme menda ndatio tion n of Cl Class ass Couns Counsel el

30.

In approv approving ing class class action action settl settlem emen ents ts,, cour courts ts have repeat repeated edly ly and expli explici citl tly y

deferred defer red to the recommendations recommendations of the experienced counsel who have negotiated this settlement settlement at arms-length and in good faith.   See, e.g.,  Lake v. First Nationwide Bank , 156 F.R.D. 615, 628 (E.D. Pa. 1994);   Hanrahan v. Britt , 174 F.R.D. 356, 366 (E.D. Pa. 1997) (“A presumption of  correctness is said to attach to a class settlement reached in arms-length negotiations between experienced, capable counsel after meaningful discovery.”) (citation, internal quotation omitted). 31.

Here Here,, Clas Classs Counse Counsel, l, who are experi experien ence ced d in the prosec prosecut utio ion, n, evalu evaluat ation ion and

settlement of antitrust litigation, litigation, strongly recommend the proposed Settlement as falling within the range of reasonableness. 32.

The Settlement Settlement provides provides substantia substantiall benefits benefits for Class members members including: including:

9

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 49 of 85

a)

Paymen Payments ts to eligib eligible le claiman claimants ts who are curren currentt custo customer merss in in the the form form of of a

one-time credit of fifteen dollars ($15) off their bill; or credits redeemable for six free pay-per-view movies (an estimated $35.94 value); or for customers who also subscribe to Comcast internet service, upgraded internet performance (an estimated $38 or $40 value depending on the level selected); or two (2) free months of The Movie Channel® (an estimated $43.90 value).  b)

Cash payments in the amount of fifteen dollars ($15) to each eligible

claimant who is a former subscriber. 33.

Accord According ingly, ly, for for the the foregoi foregoing ng reaso reasons ns and and upon cons conside iderat ration ion of of the recor record d and

the Settlemen Settlementt Documen Documents, ts, the Court Court finds finds that the propos proposed ed Settle Settlement ment was arrive arrived d at by arm’s-length negotiations by highly experienced counsel after more than 10 years of litigation and in inve vest stig igat atio ion, n, fa fall llss wi with thin in th thee range range of poss possib ible le ap appr prova ovable ble se sett ttlem lemen ents ts,, an and d is hereby hereby PRELIMI PREL IMINAR NARILY ILY APPROVE APPROVED, D, subjec subjectt to furthe furtherr consid considera eratio tion n at the Fairne Fairness ss Hearing Hearing  provided for below. IV.

FIN FINDIN DINGS GS WITH WITH RESPECT RESPECT TO THE THE FORM FORM AND MANNER MANNER OF NOTI NOTICE CE AND AND THE FINAL SETTLEMENT SCHEDULE AND FAIRNESS HEARING

34.

“[T]o “[T]o satis satisfy fy due due proces process, s, notice notice to to class class membe members rs must must be reas reasona onably bly calc calcula ulated ted

under all the circumstances, to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections.”   In re Ikon Office Solutions, Solutions, Inc. Sec. Litig., 194 F.R.D. 166, 174 (E.D. Pa. 2000) (citations, internal quotations omitted).   See also Mehling , 246 F.R.D. at 477 (approving proposed notice for settlement class when notice “adequately informs  potential class members in clear, understandable und erstandable language”). Individual notice should be provided to all members who can be identified through reasonable efforts.  In re Corel Corp. Inc. Sec. Litig., 293 F. Supp. 2d 484, 491 (E.D. Pa. 2003). 10

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 50 of 85

35.

The The Court Court finds finds that that the the propo propose sed d forms forms of noti notice ce to the the class class of the the propos proposed ed

settlement and methods of dissemination – individual notice to current subscribers subscribers in their monthly  bills; publication of notice in the newspapers, magazines and television stations detailed in Exhibits D-G to the Class Action Settlement Agreement, and notice via the settlement website, www.cablesettlement.com, satisfy www.cablesettlement.com, satisfy the requirements requirements of Federal Federal Rule of Civil Procedure Procedure 23(c) and due process, are otherwise fair and reasonable, and therefore are APPROVED. 36.

Defenda Defendant nt Comca Comcast st shall shall caus causee the indiv individu idual al settl settleme ement nt notice notices, s, in subst substanti antiall ally y

th thee form formss at atta tach ched ed as Exhib Exhibit itss D an and d E to the Class Class Acti Action on Se Sett ttle leme ment nt Agre Agreem emen entt to be disseminated by mail or email as soon as administratively feasible and in any event within 120 days following the entry of this Order via inclusion with the monthly bills of current Comcast subscribers. 37.

Class Counsel Counsel shall cause the settlement settlement notices, notices, in substantial substantially ly the forms forms attached attached

as Exhibits F and G to the Class Action Settlement Agreement to be disseminated as soon as administratively feasible and in any event within 120 days following the entry of this Order via:  www.cablesettlement.com within  within 30 days following the a) Posting Posting on the website website www.cablesettlement.com entry of this Order; and  b) Published in the newspapers or magazines detailed in Exhibit F and on television televi sion stations stations as soon as administratively administratively feasible feasible and in any event within 120 days after entry of this Order. Order. 38.

The Court hereby appoints appoints Rust Consulting, Consulting, Inc. (“Rust”) (“Rust”) as Claims Administra Administrator  tor 

to assi assist st in diss dissem emin inat atin ing g th thee Noti Notice ce to th thee Clas Class. s. Al Alll expe expens nses es incu incurr rred ed by Rust Rust must must be reasonable, are subject to Court approval, and shall be paid by Class Counsel, as described in the Settlement Agreement.

11

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 51 of 85

39.

The Clai Claims ms Admi Adminis nistra trator tor must must esta establi blish sh a post post offic officee box wher wheree class class membe members rs

can send requests for exclusion or other correspondence relating to the Notice. 40.

All briefs briefs and and materia materials ls in support support o off the the final final approval approval o off the the settle settlement ment and Class Class

Counsel’s application for an award of attorney fees, costs and expenses and a service award to the named Plaintiff for his efforts on behalf of the Class and the entry of final judgment proposed by the parties to the Settlement Settlement Agreement, Agreement, shall be filed with the Court no later than 150 days from the entry of this Order. 41.

As part part of the Sett Settlem lement ent Noti Notice, ce, pote potenti ntial al Class Class memb members ers shall shall be affo afforde rded d the

opportunity opport unity to opt-out of the class. A potential class member wishing wishing to exclude himself/her himself/herself  self  from the class must send a written request for exclusion (“Opt-Out Request”) to the Claims Administrator and to Class Counsel within 180 days after entry of this Order (the “Opt-Out Deadline”). 42.

No later later than 21 days days after after the Opt-Out Opt-Out Deadline Deadline,, Class Class Counsel Counsel shall shall report report to to the

Court on the number of Class members who have excluded themselves. 43.

Class members members who wish to (a) object to the proposed proposed Settlement Settlement and/or (b) appear 

in person at the Fairness Hearing must first send an Objection that: (i) contains the full name and current address of the person objecting; (ii) contains the title of the Action:  Glaberson v. Comcast  Corp., Case Case No. No. 03-660 03-6604( 4(JP) JP) (E.D (E.D.. Pa.); Pa.); (iii (iii)) st stat ates es the the reas reason onss for the the object objectio ion; n; (iv) (iv) is

accompanied by any evidence, briefs, motions or other materials the objector intends to offer in supportt of the objection; suppor objection; (v) is signed by the objector objector;; and (vi) is filed with the Court and served upon Class Class Counse Counsell and counsel counsel for Comcas Comcastt within within 180 days days aft after er entry of this Order. Order. The Objection and any Notice of Intent to Appear at the Final Fairness Hearing shall be sent via first class mail, postage prepaid, to the Clerk of Court, United States District Court for the Eastern

12

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 52 of 85

District of Pennsylvania, United States Courthouse, 601 Market Street, Room 2609, Philadelphia, PA 19106-7704, with copies to the following counsel: On behalf of Plaintiff Plaintiff and the Class: Class:

David Woodward, Esq. Heins Mills & Olson, P.L.C. 310 Clifton Avenue Minneapolis, MN 55403 Telephone: (612) 338-4605 Facsimile: (612) 338-4692 Barry Barnett, Esq. Susman Godfrey L.L.P 901 Main Street, Suite 5100 Dallas, TX 75202-3775 Telephone: (214) 754-1900 Facsimile: (214) 754-1933 On behalf of Comcast:

M. Norman Goldberger, Esq. Ballard Spahr, LLP 1735 Market Street, 51st Floor  Philadelphia, Pennsylvania 19103 Telephone: (215) 665-8500 Facsimile: (215) 864-8999 Arthur J. Burke, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue  New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 450-3800 Sheron Korpus, Esq. Kasowitz Benson Torres & Friedman LLP 1633 Broadway  New York, New York 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 To be valid, any such Objection and/or Notice of Intention to Appear and accompanying summary statement state ment must be postmarked postmarked no later than 180 days after after entry of this Order. Except as herein 13

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 53 of 85

 provided, no person or entity shall be entitled to contest the terms of the proposed pro posed settlement. Persons or entities that do not file an Objection and/or Notice of Intention to Appear and summary statement state ment as provided above shall be deemed to have waived any objections objections by appeal, collateral collateral attack attac k or otherwise otherwise and will not be heard at the Fairness Fairness Hearing. 44. 44.

All All resp respon onse sess to Ob Obje ject ctio ions ns must must be filed filed with with the the Cour Courtt no fewer fewer than than five five

calendar days before the Final Fairness Hearing. 45. 45.

A hear hearin ing g on fi fina nall ap appr prov oval al (the (the “F “Fin inal al Fairn Fairnes esss Hear Hearin ing” g”)) shal shalll be held held on

 _________________, 2015, at __:__ __.m (Eastern time) in courtroom ___, at the United States District Distr ict Court for the Eastern Eastern District District of Pennsylvania. Pennsylvania. At the Fairness Fairness Hearing, the Court will consider, inter alia, (a) the fairness, reasonableness, and adequacy of the settlement and whether it should sho uld be finall finally y approved approved;; (b) whethe whetherr the Court Court should should approve approve an award of Class Class Counsel Counsel’s ’s fees fees and the reimbursement of expenses to counsel for the class, and in what amounts; (c) whether a service award should be made to the named Plaintiff for his efforts on behalf of the class, and in what amount; and (d) whether entry of a final judgment terminating this litigation should be entered. 46.

All pers persons ons and/o and/orr entiti entities es seeki seeking ng to receiv receivee the Settl Settleme ement nt benefi benefits ts must must submi submitt

to the Claims Administrator a Claim Form, in the form accompanying the Class Action Settlement Agreement postmarked no later than 210 days after entry of this Order (except that Current Subscribers who do not complete a valid Claim Form or who do not affirmatively elect cash or  Settlement Credits on a Claim Form will automatically receive two (2) free months of The Movie Channel (an estimated $43.90 value) as set forth in paragraph 8.2.1 of the Settlement Agreement). Submission of a Claim Form shall be the only valid method of making a claim to share in the

14

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 54 of 85

Settlement Fund, and all claimants must comply with the instructions accompanying the Claim Form. 47.

All proceedings proceedings in this action are hereby stayed until such time as the Court renders renders

a final decision regarding regarding the approval of the Settlement Settlement and, if it approves the Settlement, Settlement, enters final judgment and dismisses this action with prejudice. 48.

In the the event event that that the the Settl Settleme ement nt does does not not become become fina final, l, th then, en, subj subject ect to to approva approvall of 

the Court, litigation of this case will resume in a reasonable manner to be approved by the Court upon joint application by the parties hereto. 49.

In the the event event the Settl Settlem emen entt Agree Agreeme ment nt and the Sett Settle leme ment nt are are termina terminate ted d in

ac acco cord rdan ance ce wi with th th thee appli applica cabl blee provi provisi sion onss of th thee Set Settl tlem emen entt Agre Agreeme ement nt,, the the Settl Settlem emen entt Agreement, the Settlement, and all related proceedings shall, except as expressly provided to the contrary contr ary in the Settlement Settlement Agreemen Agreement, t, become become null and and void, shall have no further further force and and effect, effect, and Plaintiffs shall retain full rights to assert any and all causes of action against Comcast and any other released party, and Comcast and any other released parties shall retain any and all defenses and counterclaims counterclaims hereto. hereto. This Action shall thereupon thereupon revert to its procedural procedural and substantive substantive status prior to the date of execution of the Settlement Agreement and shall proceed as if the Settlement Agreement and all other related orders and papers had not been executed. 50.

Nothin Nothing g in this Orde Order, r, the Settl Settleme ement nt Agreeme Agreement, nt, any othe otherr set settle tlemen ment-r t-rela elated ted

documen doc ument, t, anythi anything ng contain contained ed herein herein or therei therein n or contem contempla plated ted hereby hereby or thereby thereby,, or any  proceedings undertaken in accordance with the terms set forth in the Settlement Agreement or  herein or in any other Settlement-related document, shall constitute, be construed as, or be deemed evidence of or an admission or concession by Comcast as to the validity of any claim that has been

15

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 55 of 85

or could have been asserted against against Comcast or as to any liability liability by Comcast as to any matter set forth in this Order. BY THE COURT:

 ___________________________ _________   ____________________________________  JOHN R. PADOVA, J.

16

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 56 of 85

EXHIBIT D

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 57 of 85 LEGAL NOTICE

If You Currently Subscribe or Had Comcast Cable from 2003 to 2008, in Bucks, Chester, Delaware, Montgomery or Philadelphia Counties, You Could Benefit From a Class Action Settlem Settlement. ent. Si desea recibir esta notificación en español, visite nuestra página web.

Comcast’s records show that you may be included in the Settlement of a class action lawsuit about cable TV services.   The class action lawsu lawsuit it against Co Comc mcas astt claim claimss that that cert certai ain n busin busines esss pr prac acti tice cess resulted in subscribers paying higher prices for cable TV services services in the Philadelphia Philadelphia area. The Settlem Settlement ent  provides benefits to current and former Comcast custome cus tomers. rs. Comc Comcast ast den denies ies all of the cl claims aims in th thee lawsuit and says it did nothing wrong. Who is included?  The Class includes all customers who who 1) cu curr rren entl tly y subs subscr crib ibee or 2) prev previo ious usly ly subs subscr cribe ibed d at an any y tim timee fr from om Ja Janu nuary ary 1, 200 2003 3 to December Decem ber 31, 2008, to cable TV services (above and  beyond basic cable) from Comcast or any of its subsidiari subs idiaries es or affiliates, in the counties of Bucks Bucks,, Chester, Chest er, Delawa Delaware, re, Montgom Montgomery ery and Philad Philadelphia elphia,, Pennsylvania. What do What does es the the Se Sett ttle leme ment nt prov provid ide? e?   The Settlement, valued at $50 million, provides different options for current and former subscribers: Currentt Sub Subscr scribe ibers rs - can choos choosee eith either er a (1)    Curren oneone-tim timee cr cred edit it of $15 of offf thei theirr bi bill ll or (2 (2))



cre credits dits from a select selection ion of Com Comcas castt servic services es incl includ udin ing g pay pay-p -per er-v -view iew movi movies es,, In Inte tern rnet et service, or limited subscription to The Movie Channel®. Curre Current nt Subsc Subscribers ribers wh who o do not file a claim will automatically receive two (2) free months of The Movie Channel ®.   Forme Formerr Su Subs bscr crib iber erss - ca can n re rece ceiv ivee a ca cash sh  payment of $15.

How How do yo you u ask ask for for bene benefit fits? s?   To choo choose se you your  r   benefits, you must submit a quick and easy Claim Form online or by mail by   <Month <Month Day, Day, Yea Year> r>. Claim Forms ar e available at www.CableSe www.Ca bleSettlemen ttlement.com t.com or by calling 1-800-000 1-800-000-0000. Your other options.   Eve Even n if you do noth nothing ing,, you will be bound by the Court’s Court’s decis decisions. ions. If you want to keep your right to sue Comcast yourself, you must exclude exclu de yours yourself elf by   <Month Day, Year>. If y yo ou

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 58 of 85 stay stay in the the Se Sett ttle leme ment nt,, you ma may y obje object ct to it by <Month Day, Year>.

The The Co Cour urtt wi will ll ho hold ld a hear hearin ing g on   <Month <Month Day, Year>, to conside ider whethe ther to approve the Settlement and a request for up to $15 million for  attorneys’ attorn eys’ fees fees,, costs, and expenses. The payment payment of  attorneys’ fees and expenses will be paid out of the Se Settl ttlem emen ent. t. Yo You u or you yourr own own law lawye yerr may may ask ask to appearr and speak at the hear appea hearing ing at your own cost, but you do not have have to. For mo more re inform informati ation, on, call or  visit the website.

www.CableSettlement.com <Phone Number>

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 59 of 85

EXHIBIT E

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 60 of 85

ELECTRONIC BILL NOTICE (To be included with e-bills sent to Subscribers)

If You Currently Subscribe or Had Comcast Cable from 2003 to 2008, in Bucks, Chester, Delaware, Montgomery or Philadelphia Counties, You Could Receive Benefits From a Class Action Settlement. Si desea recibir esta notificación en español, visite nuestra página web.

Comcast’s records show that you may be included in the Settlement of a class action lawsuit about cable TV services.  The class action lawsuit against Comcast claims that certain  business practices resulted in subscribers paying higher prices p rices for cable TV services in the Philadelphia area. The Settlement provides benefits to cur current rent and former Comcast cus customers. tomers. Comcastt denies all of the claims and says it did nothing wrong. Comcas

subscribe be or 2) previously Who is included?   The Class includes all customers who 1) currently subscri subscribed subsc ribed at any time from January 1, 2003 to December December 31, 2008, to cable TV services services (above and beyond basic cable) from Comcast, or any of its subsidiaries or affiliates, in the counties of  Bucks, Chester, Delaware, Montgomery and Philadelphia, Pennsylvania. What does the Settlement provide?  The Settlement, valued at $50 million, provides different options for current and former subscribers:   Current Subscribers - can choose either a (1) one-time credit of $15 off their bill or (2) credits from a selection of Comcast services including pay-per-view movies, Internet service, or limited subscription to The Movie Channel ®. Current Current Subscribers Subscribers who who do not file a claim will automatically automatically receive receive two (2) free months of The Movie Channel®.   Former Former Subscriber Subscriberss - can receive receive a cash payment payment of $15. 



benefits, you must submit a quick and easy How do you ask for benefits?   To choose your benefits, Claim Form online or by mail by <Month, Day, Year>. Claim Forms Forms are availab available le at www.CableSettlement.com or by calling <phone number>. nothing, you wil willl be bound by the Court’s Court’s decis decisions. ions. If you Your other options.   Even if you do nothing, want to keep your right right to sue Comcast yourself, yourself, you must exclude yourself by <Month Day, Year>. If you stay in the the Settlement, Settlement, you may object object to it by <Month Day, Year>. The Court will hold a hearing hearing on  <Month Day, Year>, to consider consider whether to approve the Settlement Settle ment and a request for up to $15 million million for attorneys’ attorneys’ fees, costs, costs, and expenses. expenses. The  payment of o f attorneys’ fees and expenses will be paid p aid out o ut of the Settlement. S ettlement. You or your own lawyer, if you have one, may ask to appear and speak at the hearing at your own cost, but you do not have to. For more information, information, call call or visit the website. www.CableSettlement.com

<phone number>

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 61 of 85

EXHIBIT F

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 62 of 85 Exhibit F A Settlement Notice in a form substantially similar to the notice that appears on the following page shall  be published pub lished in  Parade –  Pennsylvania   Pennsylvania state edition, which currently includes the following publications:

 Allentown Morning Call 

Sunbury Daily Item

 Allentown Morning Call Select 

Towanda Daily Review

 Beaver County Times

Uniontown Herald-Standard 

Carlisle Sentinel 

West Chester Daily Local News

 Delaware County Daily Times

Williamsport Sun-Gazette

 Du Bois Tri-County Sunday Su nday

Wilkes-Barre Leader 

 Doylestown Daily Intelligence

 Reading Eagle Direct 

 Easton Express-Times

Scranton Times-Tribune Sunday

 Erie Times-News T imes-News

The Philadelphia Daily News

 Harrisburg Sunday Patriot-News  Johnstown Sunday Tribune Democrat 

 Norristown Times Herald   Pottstown Sunday Su nday Mercury

 Lancaster Sunday News

Washington Observer Reporter 

 Lev/Bristol Bucks County Courier Times T imes

Wilkes-Barre Times Leader Sunday

 Pittsburgh Post-Gazette

St College Daily Times Select 

 Philadelphia Inquirer 

The Wayne Independent 

 Reading Eagle

The Record Herald 

Gettysburg Times

 Hazelton Select 

Oil City/Franklin Derrick News/Herald 

 Lancaster Select  S elect 

 Harrisburg Pn Community

 Philadelphia Select 

Sayre Morning Times

 Allentown (Hoy)

Scranton Times-Tribune

 Bedford Gazette

Sharon Herald 

The Daily News

 New Castle News

 Latrobe Bulletin

 Philadelphia SMC 

Tyrone Daily Herald 

 Hazelton Standard S tandard Speaker   Pottsville Republican & Herald  Shamokin News-Item St College Centre Daily Times

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 63 of 85 Stroudsburg Pocono Record 

LEGAL NOTICE

If You Currently Subscribe or Had Comcast Cable Anytime from 2003 to 2008, in Bucks, Chester, Delaware, Montgomery or Philadelphia Counties, You Could Benefit from a Class Action Settlement. There is a Settlement in a class action lawsuit against Comcast claiming that certain business  practices resulted in subscribers paying higher h igher prices for cable TV services in the Philadelphia area. The Settlement Settlement provides benefits benefits to current current and former Comcast customers customers.. Comcast Comcast denies all of the claims in the lawsuit lawsuit and says it did nothing wrong.

Who is included? The Class includes:   All customers who 1) currently subscribe or 2) previously subscribed at any time ffrom rom 



January 1, 2003 to December Decembe 31, to cableorTV services servicesand (above and beyond basic cable) from Comcast, or any rof its2008, subsidiaries affiliates,   The service is or was provided in in the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia, Pennsylvania.

What does this Settlement provide? The Settlement, valued at $50 million, provides different options for current and former  subscribers:   Current Current Subscribers Subscribers - can choose either either a (1) one-time cre credit dit of $15 off their bill or (2) credits from a selection of Comcast services, including pay-per-view movies, Internet service, or limited subscription to The Movie Channel ®. Current Current Subscribers Subscribers who who do not file a claim will automatically receive two free months of The Movie Channel ®.   Former Former Subscribers Subscribers - can receive receive a cash payment payment of $15. 



How do you ask for benefits? To choose your benefits, you must submit a quick and easy Claim Form online or by mail by available at www.CableSettleme www.CableSettlement.com nt.com or by calling <Month, Day, Year>. Claim Forms are available <Phone Number>.

Your Other Options. Even if you do nothing, you will be bound by the Court’s Court’s decisions. decisions. If you want to keep your  right to sue Comcast yourself, you must exclude yourself by  <Month Day, Year>. If you you stay stay in the Settlement, you may object to it by <Month Day, Year>. The Court will hold a hearing in the case on  <Month Day, Year>, to consider consider whether to approvee the Settlement, approv Settlement, and a request request by Settlement Settlement Class Counsel for up to $15 million million for  attorneys’ attor neys’ fees and expenses expenses to be paid out of the Settlement. You or your own lawyer may ask 

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 64 of 85 to appear and speak speak at the hearing at your own cost, but you do not have to. For more information about the Settlement and your rights, call or go to the website shown below. www.CableSettlement.com

<Phone Number>

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 65 of 85

EXHIBIT G

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 66 of 85

U NITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA

If You Are a Current Subscriber or Had Comcast Cable Anytime from 2003 to 2008, in Bucks, Chester, Delaware, Montgomery, or Philadelphia Counties, You Could Benefit from a Class Action Settlement. The District Court has authorized this Notice. Notice. It is not a solicitation from a lawyer. 





  There is a Settlement in a class action action lawsuit against against Comcast claiming that certain certain business  practices resulted in subscribers paying higher prices for cable TV services in the Philadelphia area.   You are included included in the Settlement Settlement if you 1) currently currently subscr subscribe ibe to or 2) had Comcast cable cable TV services (above and beyond basic cable) at any time from January 1, 2003 through December 31, 2008 in these counties: counties: Bucks, Chester, Delaware, Mon Montgomery, tgomery, or Philadelphia, PA.   The Settleme Settlement nt offers offers credits credits for servic services es or a one-ti one-time me $15 bill bill credit credit to curren currentt Comcas Comcastt Subscribers. Former Subscribers can get a $15 cash payment. Your legal rights are are affected even if you do no nott act. Read this Notice carefully. carefully.

Summary of Your Legal Rights and Choices Submit a Claim Form by Month 00, 2014

Submit a Claim Submit Claim Form for a cash cash paymen paymentt and/o and/orr credit creditss for certa certain in Comcast Comcast services ( see  Question 11).

excluded ed and get no benefi benefits ts from the Settlem Settlement ent.. Thi Thiss is the only Exclude Yourself  Ask to be exclud option that allows you to keep the right to sue Comcast at your own expense ( see by Month 00, Question 16). 2014 Object by Month   00, 2014

Write to the Court about why you do not like the Settlement ( see Question 19).

Court rt about the fairness of the Set Settlement tlement ( see Question 19). Go to a Hearing   Ask to speak in Cou

Do Nothing





Give up your rights to sue Comcast for the legal claims resolved by this case. Current Subscribers who do nothing will automatically receive two free months of  The Mov Movie ie Channe Channell®. Fo Form rmer er Su Subs bscr crib iber erss who who do nothin nothing g will will not get get an any y  benefits.

  These rights and options—and options—and the deadlines deadlines to exercise them—are explained in this Notice.   The Court in charge charge of this case still still has to decide decide whether whether to approve approve the Settlement. Settlement. If it does, and after any appeals are resolved, payments and/or credits will be distributed to those who file a valid and timely Claim Form.

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 67 of 85

TABLE OF CONTENTS BASIC INFORMATION ………………………………………………………………………P AGE 3

1. 2. 3. 4.

Why is this this Notice Notice being provided? provided? What is this this lawsuit lawsuit about about?? Why is this this a class class acti action? on? Why is ther theree a Settle Settlement ment??

WHO IS IN THE SETTLEMENT………………………………………………………………P AGE 4

5. How do I know if I am part part of the the Settlement Settlement?? 6. Are there there exceptio exceptions ns to being included? included? 7. What if I am not sure sure whether whether I am included included in the Settlem Settlement? ent? THE SETTLEMENT BENEFITS — WHAT YOU GET IF YOU QUALIFY……………………..PAGE 4

8. What does the Settlem Settlement ent provide provide?? 9. What are the benefits benefits of the Settlement Settlement for current current Comcast Comcast subscribers subscribers?? 10. What are the benefits of the Settlement for former Comcast subscribers? HOW TO GET A  PAYMENT OR  OTHER  BENEFITS………………………………………….P AGE 6

11. What do I need to do to participate participate in the Settlement? Settlement? 12. When will I get benefits? 13. What am I giving up to get a payment? EXCLUDING YOURSELF FROM THE SETTLEMENT………………………………………...PAGE 6

14. If I exclude myself, can I get anything from this Settlement? 15. If I do not exclude myself, can I sue later? 16. How do I get out of the Settlement? THE LAWYERS R EPRESENTING EPRESENTING YOU………………………………………………………P AGE 7

17. Do I have a lawyer in the case? 18. How will the administrative costs and attorneys’ fees be paid? OBJECTING TO THE SETTLEMENT…………………………………………………………P AGE 8 19. How do I tell the Court if I do not like the Settlement? 20. What is the difference difference between objecting and asking to be excluded? 21. When and where will the Court decide whether to approve the Settlement? Settlement? 22. Do I have to come to the Fairness Fairness Hearing? Hearing? 23. What happens if I do nothing at all? GETTING MORE INFORMATION……………………………………………………………P AGE 9

24. How do I get more information? information?

Questions? Questions ? Call <Phone Number> Number> or visit www.CableSettleme www.CableSettlement.com. nt.com. Si desea recibir esta notificación en español, visite nuestra página web.

2

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 68 of 85

BASIC INFORMATION 1. Why is this Notic Noticee being being provid provided? ed?

A Court authorized this Notice because you have a right to know about a proposed Settlement of  this class action lawsuit and all of your options before the Court decides whether to give “final approval” approv al” to the Settlement. Settlement. This Notice explains explains the lawsuit, the Settlement, Settlement, your legal rights, what benefits benefits are available, who may be eligible eligible for those benefits, benefits, and how to get them. Judge John Padova of the United States District Court for the Eastern District of Pennsylvania is overseeing overs eeing this class action. action. The Settleme Settlement nt resolves Glaberson v. Comcast Corp., No. 2:03-cv06604-JP 06604JP (E.D. Pa.), which was filed in 2003. The people who sue are called “Plaintiffs “Plaintiffs.” .” The companies companies being sued, Comcast Corporatio Corporation; n; Comcast Comc ast Holdin Holdings gs Corpor Corporati ation; on; Comcas Comcastt Cable Cable Communi Communicat cation ions, s, LLC; LLC; and Comcas Comcastt Cable Cable Commu Com muni nica cati tion onss Hold Holdin ings gs,, Inc. Inc.,, coll collect ectiv ivel ely y call called ed “Com “Comcas cast, t,”” are “Com “Comca cast st”” or the the “Defendants.” 2. What is this this lawsui lawsuitt about about? ?

This lawsui This lawsuitt claims claims that that Comcas Comcastt violat violated ed federa federall law with with certai certain n busine business ss practi practices ces that that resulted resul ted in subscribers subscribers paying higher prices prices for these services. Comcast Comcast denies the claims and allega allegatio tions ns in thi thiss lawsui lawsuit. t. The Plaintiff Plaintiffs’ s’ Complai Complaint nt include includess all of Plaint Plaintif iffs’ fs’ claim claimss in the lawsuit and is available at www.CableSettlement.com. 3. Why is this this a class class actio action? n?

In a class action, one or more people called “class representatives” sue on behalf of people who have similar similar claims. claims. In this case, case, the Class Represent Representative ative is Stanford Stanford Glaberson. Glaberson. All of these  people are members of the Settlement Class. One court resolves the issues for all members of  the Settlement Class, except for those who exclude themselves from the Settlement. 4. Why is there there a Settle Settlemen ment? t?

The Court did not decide in favor of Plaintiffs Plaintiffs or Comcast Comcast.. Ins Instead, tead, both sides agreed agreed to settle this case to avoid avoid the cost and risk of a trial. trial. A settlement settlement is a compromise compromise.. The Settlement Settlement does not mean that any law was broken or that Comcast did anything wrong. wrong. Comcast Comcast denies all legal claimss in this case. Plaintiffs claim Plaintiffs and their lawyers lawyers think the Settlement Settlement is best for all members of  the Settlement Class.

Questions? Questions ? Call <Phone Number> Number> or visit www.CableSettleme www.CableSettlement.com. nt.com. Si desea recibir esta notificación en español, visite nuestra página web.

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WHO IS IN THE SETTLEMENT To see if you will be affected by the Settlement or if you can get a payment from it, you first have to decide if you are a member of the Settlement Settlement Class. 5. How do I know know if if I am part part of the Settle Settleme ment? nt?

The Court decided that the Settlement Class includes: 



  All cable television television customers customers who 1) currently subscribe subscribe or 2) previous previously ly subscribed subscribed at any time from January 1, 2003 to December 31, 2008, to cable TV services (above and  beyond basic cable) c able) from Comcast or any of its subsidiaries or affiliates, and   The servi service cess are are or were were prov provid ided ed in th thee count countie iess of Buck Bucks, s, Chest Chester er,, Delawa Delaware re,, Montgomery, and Philadelphia, Pennsylvania.

6. Are there exceptions exceptions to being included? included?

Yes. The following following are not included in the Settlement Class: Class:  

 

  Anyone who excludes themselves from the Settlement ( see Questions 14-16);   Comcast Comcast officers, officers, directors, directors, or employees, any entity in which Comcast has a controlling controlling interest, and the affiliates, legal representatives, attorneys, heirs, or assigns of Comcast;   Class Counsel and Class Counsel’s employees; employees; and   Judge John Padova and members of his judicial judicial staff of the United States Distr District ict Court for for th thee Easte Eastern rn Dist Distri rict ct of Pe Penns nnsyl ylva vani nia, a, as well well as and and any feder federal al,, stat state, e, or local local governmental govern mental agency, and any judge, justice, or judicial judicial officer presiding presiding over this matter  and members of their immediate families and judicial staffs.

7. What if I am not sure sure wheth whether er I am included included in the Settleme Settlement? nt?

If you are not sure whether you are in the Settlement Class or have any other questions about the Settle Set tlemen ment, t, visit visitnumber>. the Settlem Settlement websit web siteewrite at www.Ca www bleSet Settle tlemen t.com om address> or call call> the toll toll an free free-e number number, , <phone Youent may also with .Cable questions questi ons toment.c <mailing address or send mail to <email address>.

THE SETTLEMENT BENEFITS — WHAT YOU GET IF YOU QUALIFY If the Settlement is approved and becomes final, it will provide benefits to qualified members of  th thee Settl Settlem emen entt Clas Class. s. The The benef benefit itss of th thee Settl Settlem emen entt are are diff differ eren entt for for For Forme merr an and d Curre Current nt Comcast Subscribers. 8. What does does the the Settleme Settlement nt provide provide? ?

Comcast has agreed to provide a Settlement Fund of $50 million, consisting of $16.67 million as a “Settlement “Settlement Cash Amount” and services services valued at $33.33 million million (“Settlement (“Settlement Credits”). Credits”). The Questions? Questions ? Call <Phone Number> Number> or visit www.CableSettleme www.CableSettlement.com. nt.com. Si desea recibir esta notificación en español, visite nuestra página web.

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cost to administer the Settlement as well as attorneys’ fees and expenses and the special service  payment to the Class Representative will be approved by the Court and will come out of this fund ( see  Quest  Question ion 18). No part of the Settlement Settlement (ca (cash sh or services) services) will go back to Comcast. Comcast. If  the total amount of cash claims and fees and expenses expenses is more than the $16.67 million million Settlement Settlement Cash Cas h Amount, Amount, Comcast Comcast will will contrib contribute ute additi additiona onall cash cash to the Settle Settlemen mentt Fund Fund to pay those amount amo unts, s, and the amount amount of Settle Settlemen mentt Credit Creditss will be reduce reduced. d. If the total amount amount of cash cash claims and expenses is less than the $16.67 million Settlement Cash Amount, Comcast will distribute the remaining cash to Current Subscribers proportionally in the form of a one-time credit off their bill. 9. What are the benefits benefits of the Settlement Settlement for current current Comcast Comcast Subscrib Subscribers? ers?

Under the Settlement Agreement, “Current Subscribers” are Class Members who are subscribers of Comcast as of <Month, Day, Year> (the date of the Court’s Preliminary Approval Order). If you are a Current Subscriber Subscriber and file a claim, claim, you can receive one  of the following benefits: 1) A one-time one-time credit credit of $15 off off your Comcast Comcast bill; bill; or 2) Six free pay-perpay-per-view view movies movies (an estimated estimated $35.94 $35.94 value); value);  or 3) Four Four months months free upgrade upgrade in Inter Internet net service service from from Perfor Performan mance ce Level Level to Blast! Blast!® service servi ce (an estimated estimated $40 value). This is only available to customers customers who subscribe ® to Xfinity high speed internet service;  or 4) One free free month month upgrade upgrade from Blast! Blast!® service to Extreme 105 service (an estimated $38 value). value). This This is only availabl availablee to customer customerss who subscri subscribe be to Xfinit Xfinity® y® high speed internet service;  or 5) Two free free months months of The Movie Channel Channel® (an estimated $43.90 value). The Se The Sett ttle leme ment nt Credit Creditss wi will ll be va vali lid d for for one year year from from date date of issue. issue. If you you are are a Curre Current nt Subscriber and you do submit a Claim Form by   Month Month Day Day,, Year, you will automatically ® receive recei ve two free months of The Movie Channel . 10. What are the benefits of the Settlement for former Comcast subscribers?

Underr th Unde thee Se Sett ttle leme ment nt Agre Agreem emen ent, t, “For “Former mer Su Subs bscr crib iber ers” s” are are Clas Classs Memb Member erss who who were were subscribers of Comcast at any time from January 1, 2003 through December 31, 2008, but are no longer subscribers of Comcast as of <Month, Day, Year> (the date of the Court’s Preliminary Approval Approv al Order). Order). If you are a Former Subscriber, Subscriber, you can submit a Claim For Form m for a payment of $15 cash.

Questions? Questions ? Call <Phone Number> Number> or visit www.CableSettleme www.CableSettlement.com. nt.com.

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HOW TO GET A PAYMENT OR  OTHER  BENEFITS 11. What do I need to do to participate in the Settlement?

To choose your benefits, you must submit a Claim Form. Current Current Subscribers Subscribers will automatically automatically ® receive recei ve The Movie Channel  benefit if they do not submit a Claim Form. Quick and easy Claim Forms are available available online or by calling <Phone Number> or by writing to <Address>. <Address>. Claims must be filed online or by mail by  Month Day, Year. Please read all instructions instructions carefully carefully and fill out the Claim Form completely. completely. Notify Notify the Claims Administrator if you change your postal or email address after submitting your Claim Form. 12. When will I get benefits?

Benefits will be distributed after the Court grants “final approval” of the Settlement and any appeals are resolved ( see   the section section “The Court’s Court’s Fairne Fairness ss Hearing” Hearing” below). below). It is uncert uncertain ain when any appeals made will be resolved, resolved, and resolving them can take time. Please be patient. patient. 13. What am I giving up to get a payment?

If the Settlement becomes final, members of the Settlement Class who submit a Claim Form or  do nothing at all will be “releasing” Comcast from all of the legal claims described and identified in Se Sect ctio ion n 9 of the Settl Settlem emen entt Agre Agreem ement ent.. This This means means you you wi will ll give up your your right right to su suee Comcast regarding any of the claims resolved by this Settlement. The Se The Sett ttle leme ment nt Agre Agreeme ement nt is avai availa labl blee at www. www.Ca Cabl bleSe eSett ttle leme ment nt.c .com. om. The The Settl Settlem emen entt Agreement provides more detail regarding the release and describes the released claims with spec specif ific ic descr descrip ipti tions ons,, so read read it caref careful ully ly.. You can can talk talk to the the law law firm firmss repr represe esent ntin ing g the the Settlement Class listed in Question 16 for free or you can, at your own expense, talk to your own lawyer if you have any questions questions about the released claims or what they mean.

EXCLUDING YOURSELF FROM THE SETTLEMENT If you do not want to participate in this proposed Settlement and you want to keep the right to sue Comcast about the legal issues in this case, then you must take steps to get out of the Settlement Settle ment Class. Class. This is called asking asking to be excluded excluded from, or sometimes called called “opting out” of, the Settlement Class. 14. If I exclude myself, can I get anything from this Settlement?

 No. If you exclude yourself, you will not get any Settlement benefits and you cannot object to th thee propo propose sed d Se Sett ttle leme ment nt.. If you ask to be exclu exclude ded, d, howe howeve ver, r, you you may may sue or be part of a different diff erent lawsuit lawsuit against Comcast Comcast in the future for the claims resolved resolved by this Settlement. Settlement. You will not be bound by anything that happens in this class action Settlement. Settlement.

Questions? Questions ? Call <Phone Number> Number> or visit www.CableSettleme www.CableSettlement.com. nt.com.

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15. If I do not exclude myself, can I sue later?

Unless you exclude yourself, you give up the right to sue Comcast for all of the claims that the Settlement Settle ment resolves. resolves. You must exclude yourself yourself from this Settlement Settlement Class to start or continue your own lawsuit relating to the claims in this case. 16. How do I get out of the Settlement?

To exclude yourself from the Settlement and Settlement Class, you must send a letter (an “OptOut Request”) that says you want to be excluded from the Settlement in  Glaberson v. Comcast  Corp., No. 2:03-cv-066 2:03-cv-06604-JP 04-JP (E.D. Pa.). Include Include your name, address, and signature. signature. You must mail your completed request for exclusion, postmarked no later than  Month Day, Year>, to: CLAIMS ADMINISTRATOR  <Name> <Address>

  CLASS COUNSEL <Name> <Address>

If you do not follow these procedures, you will remain a member of the Settlement Class and lose any opportunity opportunity to exclude yourself yourself from the Settlement Settlement.. If you do not exclude yourself, yourself, your rights will be determined in this lawsuit by the Settlement Agreement, if it receives final approval. You cannot ask to be excluded on the phone, by email, or at the website.

THE LAWYERS R EPRESENTING EPRESENTING YOU 17. Do I have a lawyer in the case?

The Court appointed <attorneys> <attorneys> as “Class “Class Counsel” to represent represent you and other Class Members. Members. You will not be charged for these these lawyers. If you want to be represented represented by your own lawyer in this case, you may hire one at your own expense. 18. How will the administrative costs and attorneys’ fees be paid?

Comcast has agreed to pay the costs of class notice and claims administration, including the costs of mailing Notice. If the Settlement is approved by the Court, Class Counsel will ask the Court for reasonable attorn attorneys eys’’ fees and expense expensess of no more more than than $15 million. million. These These fees and expenses expenses will be deci decide ded d by the Court Court and and paid paid out of th thee Settl Settlem emen ent. t. Th Thee Court Court may awar award d less less than thes thesee amounts. amount s. Members Members of the Settlement Settlement Class will will not have to pay the fees and expenses of Class Counsel. Counse l. Class Counsel Counsel will also request that $10,000 $10,000 be paid to the Class Representative Representative for his services on behalf of the whole Class. Questions? Questions ? Call <Phone Number> Number> or visit www.CableSettleme www.CableSettlement.com. nt.com.

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OBJECTING TO THE SETTLEMENT 19. How do I tell the Court if I do not like the Settlement?

If you do not exclude yourself from the Settlement Class, you may object to the Settlement or  any part of it, including the terms of the proposed Settlement or Class Counsel’s request for  attorneys’ fees and expenses. An objection to the Settlement Agreement must include: 1) 2) 3) 4)

The full name name and current address address of the the person objecting objecting;; The case case name name:: Glaberson v. Comcast Corp., No. 2:03-cv-06604-JP (E.D. Pa.); The reasons reasons for for the objection; objection; Any evidence, evidence, briefs, motions, motions, or other materials materials you intend to offer in support of your  objection; 5) If you (or your attorney) attorney) want to speak in Court, a statemen statementt that you “intend to appear” at the Fairness Fairness Hearing ( see  Question 21); and 6) Your signature. signature.

You must mail your objection to each of the addresses below so that it is received by   Month Day, Year. COURT

U.S. District Court for the Eastern District of  Pennsylvania Clerk of the Court 601 Market St, Room 2609 Philadelphia, PA 19106

 

CLASS COUNSEL

<Name> <Address>

 

COMCAST’S COUNSEL

<Name> <Address>

If you do not follow these procedures, you will lose any opportunity to have your objection considered consid ered at the Fairness Fairness Hearing and your right to object to the approval approval of the Settlement Settlement or to appeal any of the Court’s decisions related to the Settlement. 20. What is the difference between objecting and asking to be excluded?

Objecting is simply telling Objecting telling the Court that you do not like something something about the Settlement. Settlement. You can object only if you stay in the Settlement Class. Class. Excluding Excluding yourself yourself is telling the Court that you do not want to be part of the Settlement Clas Class. s. If you exclude yours yourself, elf, you cannot object to the Settlement Settlement and you will not be eligible to apply for any benefits under the Settl Settlement ement because the case no longer affects affects you.

Questions? Questions ? Call <Phone Number> Number> or visit www.CableSettleme www.CableSettlement.com. nt.com.

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21. When and where will the Court decide whether to approve the Settlement?

On   Month Day, Year,  at <time>, the Court will hold a public hearing in Courtroom _____ of  the United States District Court for the Eastern District of Pennsylvania, located at the U.S. Courthouse, Courth ouse, 601 Market St, Philadelphia, Philadelphia, PA 19106. At this hearing the Court, wil willl determine determine whethe whe therr the Settleme Settlement nt is fai fair, r, adequa adequate, te, and reasona reasonable ble and should should be final finally ly approv approved. ed. The Courtt will Cour will also also conside considerr Class Class Counsel Counsel’s ’s reques requestt for attorn attorneys eys’’ fees fees and reimbu reimburse rsemen mentt for  expenses and any opposition expenses opposition to it. This hearing may be delayed delayed or rescheduled rescheduled by the Court without without further notice to the Settlement Settlement Class.. Members Class Members of the Settlement Settlement Class who support support the Settlement Settlement do not need to appear at the hearin hea ring g or take any other other action action to indicate indicate their approva approvall of the Settle Settlemen ment. t. Member Memberss of the Settlement Settle ment Class who object object to the Settlement are not required required to attend the Fairness Heari Hearing. ng. If  you want to speak in Court in opposition to the Settlement, either personally or through your  own separate attorney, you must state in your written objection your intention to appear at the Fairness Hearing as explained in Question 19. 22. Do I have to come to the Fairness Hearing?

 No. Class Counsel will answer any questions the Court may have. However, you are welcome to attend the Fairness Fairness Hearing Hearing at your own expense. If you send in a written objection objection,, you do not have to come to the Fai Fairne rness ss Hearing Hearing to talk about it. As long as you mailed mailed your your written written objection object ion on time, the Court will will consider it. it. You may also pay your own lawyer to atten attend d the Fairness Hearing, but their attendance is not necessary. 23. What happens if I do nothing at all?

If you are a Former Former Subscriber Subscriber and do nothing, nothing, you will not get benefits benefits from this Settle Settlement. ment. If  you are a Current Subscriber and do nothing, you will automatically receive two free months of  The Movie Channel®. Unle Unless ss you exclu exclude de your yourse self lf,, yo you u wi will ll not be able to star startt a laws lawsui uit, t, continue with a lawsuit, or be part of any other lawsuit against Comcast about the claims in this case, ever again.

GETTING MORE INFORMATION 24. How do I get more information?

This Notice Notice is only a summary summary of the proposed Settlement. Settlement. More details details are in the Settlement Agre Ag reem emen entt it itse self lf.. You You can can view view a co copy py of the the Se Sett ttle leme ment nt Agre Agreem emen entt an and d read read a list list of  Frequently Freque ntly Asked Questions Questions at www.CableSet www.CableSettlemen tlement.com. t.com. You may also write write with questions questions to <mailing address> or send an e-mail to <email address>. You can file a Claim Form electronically at the website, or have a Claim Form mailed to you by callin cal ling g <phone <phone number>. number>. If you wish wish to communica communicate te directly directly with Class Counsel, Counsel, you may contactt them at the address listed contac listed in Question 16, or by e-mail at <email addr address> ess>.. You may also seek advice and guidance from your own private attorney at your own expense. Questions? Questions ? Call <Phone Number> Number> or visit www.CableSettleme www.CableSettlement.com. nt.com.

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EXHIBIT H

 

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IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA  _________________________________________   __________________________ _______________  STANFORD GLABERSON,  et. al., ) ) Ci Civi vill Acti Action on No. No. 03 03-6 -660 604( 4(JP JP)) Plaintiffs, ) v. COMCAST CORPORATION,  et. al., Defendants.

) ) ) )

The Honorable John R. Padova

FINAL JUDGMENT

Plainti Plai ntiff ff Stanfor Stanford d Glaber Glaberson son,, individu individuall ally y and as repres representa entativ tivee of others others simila similarly rly si situ tuat ated ed (“ (“Pl Plai aint ntif iff” f”), ), havi having ng ap appea peare red d throug through h his his co couns unsel el,, an and d Defe Defenda ndant ntss Comca Comcast st Corporation, Corpor ation, Comcast Holdings Holdings Corporation, Corporation, Comcast Cable Communicati Communications ons Inc., Inc., Comcast Comcast Cabl Ca blee Commu Communi nica cati tions ons Hold Holdin ings gs In Inc. c. an and d Comca Comcast st Cabl Cablee Hold Holdin ings gs LLC LLC (col (colle lect ctiv ively ely “Comca “Co mcast” st” or “Defen “Defendant dants”) s”),, having having appeare appeared d throug through h their their counse counsel, l, and the Court Court having having considered the pleadings and the evidence, the parties having stipulated to entry of this Final Judgment, Judgme nt, and the Court having concluded concluded that the April 16, 2014 Fourth Amended Class Action Complaint in this case confers upon this Court jurisdiction to adjudicate the issues raised and to  provide relief therefor; IT IS HEREBY ORDERED, ADJUGED AND  DECREED that judgment be entered as

follows: JURISDICTION

1.

This This cour courtt has has jurisd jurisdict iction ion over over tthe he subjec subjectt matt matter er and and the partie partiess tto o this this action. action. BACKGROUND

A.

Plain lainti tiff ffs’ s’ Claim laimss

2.

On Dec Decem ember ber 8, 8, 2003, 2003, Plai Plaint ntif ifff Stan Stanfo ford rd Glab Glaber erso son n and and other other plai plaint ntif iffs fs ffil iled ed a

class action complaint in this Court captioned  Behrend v. Comcast Corp., No. 2:03-cv-06604-JP

 

Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 77 of 85

(E.D. (E. D. Pa.) Pa.) (the (the “Actio “Action”) n”) on behalf behalf of subscr subscribe ibers rs who had subscr subscribed ibed to Comcas Comcast’s t’s video  programming services (other than solely to basic cable services) in sixteen counties in Penns Pen nsyl ylva vani nia, a, New Jerse Jersey y and Dela Delawa ware re..

The Acti Action on alle alleged ged that that Defe Defend ndan ants ts Comca Comcast st

Corporation, Corpor ation, Comcast Holdings Holdings Corporation, Corporation, Comcast Cable Communicati Communications ons Inc., Inc., Comcast Comcast Cabl Ca blee Commu Communi nica cati tions ons Hold Holdin ings gs In Inc. c. an and d Comca Comcast st Cabl Cablee Hold Holdin ings gs LLC LLC (col (colle lect ctiv ively ely “Comcast”) “Comca st”) had,   inter inter alia alia, unl unlawf awfull ully y divided divided and alloca allocated ted market marketss and engaged engaged in other  other  conduct in violation of Sections 1 and 2 of the Sherman Act (15 U.S.C. §§ 1 & 2) in the Philadelphia, Pennsylvania area that eliminated overbuilder competition and allegedly caused Plaintiff Plaint iff and the putative putative class to pay supracompetiti supracompetitive ve prices. Plaintiff Plaintiff and other putative class repres rep resent entati atives ves filed filed an Amended Amended Class Action Action Compla Complaint int on Februa February ry 20, 2004, 2004, a Second Second Amended Class Action Complaint on May 17, 2004, and a Third Amended Consolidated Class Action Act ion Compla Complaint int on May 23, 2006, 2006, allegi alleging ng in each each that that Defend Defendants ants had also also unlawf unlawfully ully divided and allocated markets and engaged in other conduct in violation of Sections 1 and 2 of  the Sherman Act in the Chicago, Illinois area and asserting claims on behalf of two classes (a “Philadelphi “Phila delphiaa Class” and a “Chicago “Chicago Class”) for treble damages damages and injunctive injunctive relief. relief. On April 16, 2014, Plaintiff filed the currently operative Fourth Amended Class Action Complaint (the “Complaint”) alleging similar claims solely on behalf of a revised Philadelphia Class consisting of subscribers in five counties in Pennsylvania. 3.

Only Only the the claims claims of Plainti Plaintiff ff Stanfo Stanford rd Glaber Glaberson son individu individuall ally y aand nd on on behal behalff o off the the

 proposed revised Philadelphia Class remain before the Court. 4.

Comc Comcas astt has has deni denied ed Plai Plaint ntif iff’ f’ss alle allega gati tion onss rega regard rdin ing g liab liabil ilit ity y, has has deni denied ed

Plaintiff’s and the Class’s entitlement to damages or any other relief and has asserted numerous

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defens def enses. es. Comcas Comcastt contend contendss that its conduc conductt was at all times times lawful lawful and caused caused no harm harm to competition, the public, Plaintiff, or the members of the Class. B.

Plain Plaintif tiffs’ fs’ Pendi Pending ng Motion Motion for Cl Class ass Cert Certifi ifica catio tion n

5.

When When the the parti parties es enter entered ed into into the the Settl Settlem emen ent, t, Plai Plaint ntif ifff ha had d moved moved to cert certif ify y a

smaller, small er, revised Philadelphia Philadelphia Class. Class. On November 12, 2013, the Court denied Comcast’s Comcast’s motion to strike Plaintiff’s motion to recertify a revised Philadelphia Class and permitted Comcast to file a substantive substantive response to Plaintiff’s Plaintiff’s motion. On January 15, 2014, Comcast opposed Plaintiff’s Plaintiff’s motion for recertification of a revised Philadelphia Class and moved to exclude the opinions and testimony of Plaintiff’s experts Dr. Michael A. Williams and Dr. James T. McClave. C.

The The Se Setttlem lement

6.

The The parti parties es wish wish to sett settle le and and resol resolve ve all all of Plain Plainti tiff ff’s ’s cl clai aims ms to avoi avoid d the

uncertainties and risks of trial, to avoid further expense, inconvenience, and the distraction of   burdensome and protracted litigation, and to obtain the releases, orders, and judgments contemplated contem plated by the Settlement Agreement Agreement dated October 28, 2014 so as to put to rest totally and finally the matters raised by Plaintiff. 7.

The The Settl Settlem emen entt was reac reache hed d after after arms arms-l -leng ength th nego negoti tiat atio ions ns occu occurr rrin ing g over over the

course cou rse of several several years years,, includ including ing multip multiple le medi mediati ation on sessio sessions ns before before Profes Professor sor Eric Eric Green. Green. Further, the Settlement was reached only after counsel litigated this case for more than a decade  by: (a) engaging in extensive fact and expert discovery; (c) litigating two efforts by Plaintiff to ce cert rtify ify a clas classs in 20 2007 07 and and 2010, 2010, incl includ uding ing a fu full ll evid eviden enti tiary ary heari hearing ng in connec connecti tion on wi with th Plaintiff’s second effort at class certification and a successful appeal by Comcast to the United States Supreme Court; and (d) litigating Comcast’s motion for summary judgment, which was granted grant ed in part and denied in part in April 2012.

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8.

Pl Plai aint ntif ifff and and Clas Classs Couns Counsel el who who have have appea appeare red d in this this Act Actio ion n have have condu conduct cted ed

extensi exte nsive ve discove discovery, ry, have ret retain ained ed and consul consulted ted with with indust industry ry and damages damages experts experts;; and conducted numerous investigations and engaged in extensive negotiations with Comcast; and, considering the benefits of the settlement and the risks of litigation, have concluded that it is in the best interest of Plaintiff and the Philadelphia Settlement Class (as defined below) to enter  into the Settlement Agreement. Plaintiff and his counsel agree that the Settlement Agreement is fair, fair, reason reasonabl able, e, and adequat adequatee with with respec respectt to the intere interests sts of Plaint Plaintiff iff and the Philad Philadelp elphia hia Settl Set tlem emen entt Clas Class, s, and and sh shou ould ld be appr approve oved d by the the Court Court pursu pursuant ant to Fe Feder deral al Rule Rule of Civi Civill Procedure 23(e); 9.

The The Parti Parties es hav havee agree agreed d to sett settle le and and reso resolv lvee compl complet etel ely y and and fina finally lly all all of the their  ir 

outst out stan andi ding ng di diff ffer erenc ences es,, disp disput utes es,, an and d clai claims ms,, whet whethe herr as asse sert rted ed or unas unasse sert rted ed,, known known or  unknown, which were or could have been asserted in and which relate to the conduct alleged in the Action, as well as all other claims and causes of action. NOTICE OF SETTLEMENT

10.

On _____ ________, ___, 2014, 2014, the the Court Court enter entered ed an Order Order grant granting ing P Plai lainti ntiff ffs’ s’ Mo Motio tion n for 

Certif Cer tifica icatio tion n of a Settle Settlemen mentt Class Class and Prelim Prelimina inary ry Approv Approval al of Class Class Action Action Settle Settlemen mentt (“Preliminary Approval Order”) that preliminarily approved the Settlement Agreement, certified the Settlement Class for settlement purposes only, directed notice of the proposed settlement to th thee Se Sett ttle leme ment nt Clas Class, s, and esta establ blis ishe hed d a hear hearin ing g date date to co cons nsid ider er the the fina finall ap appr prova ovall of the the Settl Set tlem emen entt for for th thee clas class. s.

Fo Forr purp purpos oses es of th thee Se Sett ttle leme ment nt,, the the part partie iess have have agre agreed ed that that the the

Settlement Class shall be: All cable television customers who 1) currently subscribe or 2) previously subscribed at any time from January 1, 2003 to December 31, 2008, to video progra video programmi mming ng service servicess (other (other than than solely solely to basic basic cable cable service services) s) from Comcast, or any of its subsidiaries or affiliates, in the counties of 

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Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 80 of 85

Bucks, Chester, Delaware, Montgomery and Philadelphia, Pennsylvania. The Class Class exclude excludess governm government ental al entiti entities, es, Defenda Defendants nts,, Defend Defendant ants’ s’ subsidiaries and affiliates and this Court. 11.

The The Prelim Prelimin inar ary y Approva Approvall Order Order requir required ed Defen Defenda dant ntss to mail mail or email email,, as a

supplemental notice in one of its regular monthly invoices, to each subscriber entitled to notice under the Settlement Agreement, a Notice of Proposed Class Action Settlement that explains the terms of the Settlement Agreement and required Class Counsel to establish a website where additi add itiona onall inform informati ation on could could be obtain obtained. ed. Further Further,, Class Class Counsel Counsel was required required to publish publish a Summary Notice of Proposed Class Action Settlement advising class members of the terms of  the Settlement Agreement in the periodicals as set forth in Exhibit F attached to the Settlement Agreement, and provide notice on television stations. 12.

The The Court Court approve approved d the form form and subst substan ance ce of these these Noti Notice cess in its Prel Prelim imin inar ary y

Approval Order. 13.

Pursua Pursuant nt to the the Preli Prelimin minary ary Approva Approvall Order, Order, the the notice notice by mail, mail, Inte Interne rnett website website

established on ________, and publication was made no later than 120 days from the date of the Preliminary Preli minary Approval Approval Order. In addition, addition, the Notices Notices that were mailed and published published informed class members of their right to object in writing and appear in person or through their own legal counsell at the fairness counse fairness hearing that was conducted on __________, __________, 2015. Affidavits Affidavits confirming confirming the mailing of the Notice of Proposed Class Action Settlem Settlement ent and Hearing Hearing to all Class Members who are Current Subscribers and the publication of the Summary Notice of Proposed Class Action Actio n Settlement Settlement have been filed with the Court. See Notice of Filing Aff Affidavi idavitt of _______, dated ______, 2015.

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14.

Subsequ Subsequent ent to to the Noti Notices ces being being mailed mailed and and publis published, hed, any submi submissi ssions ons to to Class Class

Counsel by class members commenting upon or objecting to the Settlement Agreement have  been made mad e available av ailable for the Court’s consideration. APPROVAL OF SETTLEMENT

15.

The Cour Courtt has reviewe reviewed d the terms terms of of the Settle Settlement ment Agreeme Agreement nt and and all all object objection ionss

and comments thereto and finds that the Settlement is fair, reasonable, and adequate under the circum circumsta stances nces of thi thiss case and in the best best intere interests sts of the Settleme Settlement nt Class. Class. Accord According ingly, ly, the Settlement Settle ment Agreement Agreement is approved. In evaluati evaluating ng the proposed proposed settlement, settlement, the Court considered considered a variety of factors and makes the following findings: 

  The named Plaintiff Plaintiff is an adequate adequate representativ representativee of the Settlement Class, Class, and treatment of this action as a class action for settlement purposes, with the Settle Set tlemen mentt Class Class as defined defined above, above, is appropr appropriat iate, e, proper proper and satisf satisfies ies the criteria crite ria set forth in Fed. R. Civ. P. 23(e); 23(e);



  The Notices provided provided were the best practicable practicable under the circumstan circumstances ces and satisfied Fed. R. Civ. P. 23(c) and the requirements of due process;



  More than adequate adequate discovery discovery has been conducted conducted in this case case for the purpose purpose of determining the reasonableness of the Settlement;



  The terms of the Settlemen Settlementt provid providee substa substanti ntial al and direct direct benefit benefitss to the Settlement Class;



  Clas Classs Couns Counsel el,, in incl clud udin ing g Barr Barry y C. Barn Barnet ettt an and d Davi David d R. Woodw Woodwar ard, d, are are experie expe rience nced d trial trial practi practitio tioner nerss with with substa substanti ntial al experie experience nce in class class action action litigation and recommended approval of the Settlement Agreement;

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Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 82 of 85



  The future expense expense and likely duration duration of the litigation, litigation, and its uncertainty uncertainty of  outcome, supports approval of the class Settlement; and



  Nothing Nothing indicates indicates an absence of good faith or independence independence between Plaintiff  Plaintiff  and Defendants regarding the Settlement Agreement. DISCLAIMER OF ADMISSIONS

16.

The prov provisi isions ons of of this this Final Final Judg Judgmen mentt are ente entered red as as a result result of of the agr agreeme eement nt and and

stipulation stipul ation of the parties. The parties’ parties’ stipulation stipulation and this Final Judgment are not intended to, and shall not be construed as, an admission or finding, express or implied, of any fault, liability or wrongdoing by Defendants. APPLICABILITY

17.

This order is the Final Judgment Judgment as defined defined iin n the the Settlement Settlement Agreement. Agreement.

18. 18.

The The pr prov ovis isio ions ns of this this Final Final Judgm Judgmen entt are are ap appl plic icab able le to an and d bind bindin ing g up upon on

Defendants, and upon all members of the Settlement Class, their heirs, administrators, executors, and assignees and dismiss in their entirety and with prejudice the claims of all members of the Settl Set tlem emen entt Clas Classs agai agains nstt Comc Comcas ast, t, as more more full fully y se sett ou outt in se sect ctio ion n 9 of the the Settl Settlem emen entt Agreement, without costs to any party against any other party except as otherwise provided herein. 19.

This This Fin Final al Judg Judgme ment nt is int intend ended ed by the the part partie iess and the the Court Court to to be  res judicata

and to prohibit and preclude any prior, concurrent or subsequent litigation, arbitration, or other   proceeding brought individually, or in the name of, and/or otherwise on behalf of the Plaintiff or  o r  memberss of the Settlement Class member Class with respect to any and all claims or issues which were or could have been raised in the Action as of the Effective Date, as set forth in section 9 of the Settlement Agreement.

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Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 83 of 85

20.

Plaint Plaintiff iff and all all membe members rs of the the Settle Settlemen mentt Class, Class, indi individ vidual ually ly an and d on behalf behalf of 

their the ir affili affiliate ates, s, agents, agents, succes successor sorss and assign assigns, s, are deemed deemed to have conclus conclusive ively ly settle settled d and released any future claims against Comcast related to the transactions and conduct alleged in the Complaint, as more fully set out in section 9 of the Settlement Agreement. 21.

Plaint Plaintiff iff and all all membe members rs of the the Settle Settlemen mentt Class, Class, indi individ vidual ually ly an and d on behalf behalf of 

their the ir affili affiliate ates, s, agents, agents, succes successor sorss and assign assigns, s, are deemed deemed to have have covenant covenanted ed not to sue, sue, institute, or instigate any legal, equitable or administrative proceedings against Comcast for any Released Releas ed Claims, as more fully set out in section 9 of the Settlement Settlement Agreement. Agreement. 22.

Each Each member member of of the Settlem Settlement ent Clas Classs is barr barred ed and p perm ermanen anently tly enjoi enjoined ned from from

 prosecuting any action in state or federal court, arbitration, or before any administrative body against Comcast with respect to any Released Claims, as more fully set out in paragraph 9 of the Settlement Agreement. ATTORNEY’S FEES

23.

Except Except as here here express expressly ly order ordered, ed, each each of the part parties ies shall shall bear bear his, his, her, or its its ow own n

fees and costs. 24.

Class Class Counse Counsel’s l’s Fees: Fees: Class Class counsel counsel have moved moved for for an award award of of attor attorney ney fees fees

and reimbursemen reimbursementt of expenses. expenses. Pursuant Pursuant to Rules 23(h)(3) 23(h)(3) and 54(d) of the Federal Federal Rules of  Civil Procedure, and pursuant to the factors for assessing the reasonableness of a class action fee request as set forth in  Gunter v. Ridgewood Energy Corp. , 223 F.3d 190, 195 n.1 (3d Cir. 2000), this Court makes the following findings of fact and conclusions of law: a) The Settlement Settlement confers confers a monetary benefit benefit on the Class that is substantia substantiall when assessed in light of the risks of establishing liability and damages in this case;

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Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 84 of 85

 b) There were ____ objections by Class members to the requested fee award and such objections are overruled; c) Class Counsel Counsel have effectively effectively and efficiently efficiently prosecuted prosecuted this difficul difficultt and complex comple x class class action on behalf of the members of the Class, with no guarantee guarantee they would be compensated; d) Class counsel counsel undertook undertook numerous numerous and significant significant risks risks of nonpayment nonpayment in connection with the prosecution of this action; e) Class Counsel Counsel have reasonab reasonably ly expended expended over ____ hours and and incurred incurred substantial out of pocket expenses in prosecuting this action, with no guarantee of recovery; f) The Settlement Settlement achieved achieved for the benefit benefit of the the Class was obtained obtained as a direct direct result of Class Counsel’s skillful advocacy; g) The Settlement Settlement was reached reached following following negotiations negotiations held held in good faith and in the absence of collusion; h) Class members members were advised advised in the Notice, Notice, which notice was approved approved by this Court, that Class Counsel intended to move for an award of attorney fees, costs and expenses in an amount up to $15,000,000.00, $15,000,000.00, which would be paid  by Comcast, separate and apart from the benefits b enefits to Class members; i) Class counsel counsel did, did, in fact, fact, move for for an award of attorney attorney fees, fees, costs, and and expensess in the amount of $15,000,000.00, expense $15,000,000.00, which motion has been on the docket and publicly available since _____________;  j) As detailed in Class Counsel’s motion, an award of $15,000,000.00 equates to approximately ___% of the total aggregate value of the settlement;

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Case 2:03-cv-06604-JP Document 608-2 Filed 10/28/14 Page 85 of 85

k) In light of the factors factors and findings findings described described above, the requested requested fee award is within the applicable range of reasonable awards. 25.

Accordingly Accordingly,, Class Counsel Counsel are hereby awarded awarded attorney attorney fees, costs, costs, and and expenses expenses

in the amount of $________ $_________. _. The Court finds finds this this award to be fair fair and reasonable. reasonable. The awarded awarde d fees and expenses shall shall be paid to Class Counsel in accordance with the terms of the Settlement Settle ment Agreement. Agreement. Class Counsel Counsel shall allocate allocate the fees and expenses amount among the Plaintiffs’ counsel. RETENTION OF JURISDICTION

26.

Jurisdicti Jurisdiction on is is rretaine etained d by this Court only for the purpos purposee of enabling enabling any party to

this Final Judgment Judgment to apply to the Court at any time for such further further orders and directions directions as may be necessary and appropriate appropriate for the carrying carrying out of this Final Judgment. Judgment. In all other  respects, this case is dismissed with prejudice. 27.

The Clerk Clerk of of the the Court Court is order ordered ed to to enter enter this this Final Final Judgm Judgment ent forthw forthwith ith..

28.

In the event that this Final Judgment Judgment is not otherwise otherwise final and appealable, appealable, the

Court finds and directs that there is no just reason for delaying enforcement or appeal and  judgment should be entered. ente red. SO ORDERED in chambers chambers in Philadelphia Philadelphia,, Pennsylvania, Pennsylvania, this ___ day of ___________, ___________, 2015.

BY THE COURT:

JOHN R. PADOVA U.S. DISTRICT JUDGE