sale, lease, exchange or other transfer (in one transaction or a series of relatedtransactions) of all, or substantially all, of the assets of the Company.     2.6. “Beneficiary” means such person or persons or legal entity or entities,including, but not limited to, an organization exempt from federal income tax under section501(c)(3) of the Code, designated by a Participant or Beneficiary to receive benefits pursuant tothe terms of the Plan after such Participant’s or Beneficiary’s death. If no Beneficiary isdesignated by the Participant or Beneficiary, or if no Beneficiary survives the Participant orBeneficiary (as the case may be), the Participant’s Beneficiary shall be the Participant’sSurviving Spouse if the Participant has a Surviving Spouse and otherwise the Participant’s estate,and the Beneficiary of a Beneficiary shall be the Beneficiary’s Surviving Spouse if the Beneficiaryhas a Surviving Spouse and otherwise the Beneficiary’s estate.     2.7. “Board” means the Board of Directors of the Company.     2.8. “Board Change” means, during any period of two consecutive years, individuals whoat the beginning of such period constituted the entire Board cease for any reason to constitute amajority thereof unless the election, or the nomination for election, of each new director wasapproved by a vote of at least two-thirds of the directors then still in office who were directorsat the beginning of the period.     2.9. “Change of Control” means any of the following events, provided that such eventalso constitutes a Section 409A Change of Control: (i) an Approved Transaction, (ii) a BoardChange, or (iii) a Control Purchase.     2.10. “Code” means the Internal Revenue Code of 1986, as amended.     2.11. “Committee” means the committee appointed by the Board to administer the Plan,which shall be the Compensation Committee of the Board or such other committee as the Board mayappoint or, if the Board so determines, the Board.     2.12. “Company” means Liberty Global, Inc., a Delaware corporation, including anysuccessor thereto by merger, consolidation, acquisition of all or substantially all the assetsthereof, or otherwise.     2.13. “Compensation” means, with respect to any Eligible Employee, base salary(subject to such limitations as the Committee shall impose from time to time) and any payment forservices performed for the Company as an annual cash performance award or as a multi-year awardunder the Performance Incentive Plan, or under any future annual or multi-year performance bonus oraward arrangement, but excluding any discretionary bonus payable without regard to pre-establishedperformance objectives.     2.14. “Control Purchase” means any transaction (or series of related transactions) inwhich (i) any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the ExchangeAct), corporation or other entity (other than the Company, any Subsidiary of the Company or anyemployee benefit plan sponsored by the Company or any Subsidiary of the Company) shall purchase anycommon stock of the Company (or securities convertible into common stock of the Company) for cash,securities or any other consideration pursuant to a tender offer or exchange
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offer, without the prior consent of the Board, or (ii) any person (as such term is sodefined), corporation or other entity (other than the Company, any Subsidiary of the Company, anyemployee benefit plan sponsored by the Company or any Subsidiary of the Company or any ExemptPerson (as defined below)) shall become the “beneficial owner” (as such term is defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing20% or more of the combined voting power of the then outstanding securities of the Companyordinarily (and apart from the rights accruing under special circumstances) having the right tovote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Actin the case of rights to acquire the Company’s securities), other than in a transaction (or seriesof related transactions) approved by the Board. For purposes of this definition, “Exempt Person”means each of (a) the Chairman of the Board, the President and each of the directors of the Companyas of December 31, 2008, and (b) the respective family members, estates and heirs of each of thepersons referred to in clause (a) above and any trust or other investment vehicle for the primarybenefit of any of such persons or their respective family members or heirs. As used with respectto any person, the term “family member” means the spouse, siblings and lineal descendants of suchperson.     2.15. “Credited Interest Fund” means that portion or all of a Participant’s Account tobe credited with interest at the Applicable Interest Rate in accordance with Section 5.2.     2.16. “Deceased Participant” means:          2.16.1. A Participant whose employment with the Company is terminated by death; or          2.16.2. An Inactive Participant who dies following termination of his or her employment withthe Company.     2.17. “Disability” means:          2.17.1. an individual’s inability to engage in any substantial gainful activity by reason ofany medically determinable physical or mental impairment which can be expected to result in deathor can be expected to last for a continuous period of not less than 12 months; or          2.17.2. circumstances under which, by reason of any medically determinable physical or mentalimpairment which can be expected to result in death or can be expected to last for a continuousperiod of not less than 12 months, an individual is receiving income replacement benefits for aperiod of not less than three months under an accident or health plan covering employees of theindividual’s employer.     2.18. “Disabled Participant” means:          2.18.1. A Participant whose employment with the Company is terminated by reason of Disability;          2.18.2. An Inactive Participant who suffers a Disability following termination of his or heremployment with the Company; or
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          2.18.3. The duly-appointed legal guardian of an individual described in Section 2.18.1 or2.18.2 acting on behalf of such individual.     2.19. “Eligible Employee” means the executive officers of the Company, itssubsidiaries and divisions as the Committee shall designate from time to time to participate in thePlan.     2.20. “Exchange Act” means the Securities Exchange Act of 1934, as amended from timeto time, or any successor statute or statutes thereto. Reference to any specific Exchange Actsection shall include any successor section.     2.21. “Hardship” means a Participant’s severe financial hardship due to anunforeseeable emergency resulting from a sudden and unexpected illness or accident of theParticipant, or, a sudden and unexpected illness or accident of a dependent (as defined by section152(a) of the Code) of the Participant, or loss of the Participant’s property due to casualty, orother similar and extraordinary unforeseeable circumstances arising as a result of events beyondthe control of the Participant. A need to send the Participant’s child to college or a desire topurchase a home is not an unforeseeable emergency. No Hardship shall be deemed to exist to theextent that the financial hardship is or may be relieved (a) through reimbursement or compensationby insurance or otherwise, (b) by borrowing from commercial sources on reasonable commercial termsto the extent that this borrowing would not itself cause a severe financial hardship, (c) bycessation of deferrals under the Plan, or (d) by liquidation of the Participant’s other assets(including assets of the Participant’s spouse and minor children that are reasonably available tothe Participant) to the extent that this liquidation would not itself cause severe financialhardship. For the purposes of the preceding sentence, the Participant’s resources shall be deemedto include those assets of his spouse and minor children that are reasonably available to theParticipant; however, property held for the Participant’s child under an irrevocable trust or undera Uniform Gifts to Minors Act custodianship or Uniform Transfers to Minors Act custodianship shallnot be treated as a resource of the Participant. The Committee shall determine whether thecircumstances of the Participant constitute an unforeseeable emergency and thus a Hardship withinthe meaning of this Section 2.21. Following a uniform procedure, the Committee’s determinationshall consider any facts or conditions deemed necessary or advisable by the Committee, and theParticipant shall be required to submit any evidence of the Participant’s circumstances that theCommittee requires. The determination as to whether the Participant’s circumstances are a case ofHardship shall be based on the facts of each case; provided however, that all determinations as toHardship shall be uniformly and consistently made according to the provisions of this Section 2.21for all Participants in similar circumstances.     2.22. “Inactive Participant” means each Participant (other than a Deceased Participantor a Disabled Participant) who is not actively employed by the Company.     2.23. “Initial Election” means a written election on a form provided by the Company,filed with the Company in accordance with Article 3, pursuant to which an Eligible Employee mayelect to defer all or any portion of the Eligible Employee’s Compensation and designate the timeand form of payment of the amount of deferred Compensation to which the Initial Election relates.
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     2.24. “New Eligible Employee” means an employee of the Company who becomes an EligibleEmployee after January 1, 2009.     2.25. “Outside Date” has the meaning set forth in Section 3.5.     2.26. “Participant” means each individual who has made an Initial Election, and whohas an undistributed amount credited to an Account under the Plan, including an Active Participant,a Deceased Participant, a Disabled Participant and an Inactive Participant.     2.27. “Performance-Based Compensation” means “performance-based compensation” withinthe meaning of Section 409A.     2.28. “Performance Period” means the period of at least 12 months during which aParticipant may earn Performance-Based Compensation.     2.29. “Person” means an individual, a corporation, a limited liability company, apartnership, an association, a trust or any other entity or organization.     2.30. “Plan” means the Liberty Global, Inc. Deferred Compensation Plan, as set forthherein, and as may be amended from time to time.     2.31. “Plan Year” means the calendar year.     2.32. “Phantom Investment Fund” shall mean any measurement fund, other than theCredited Interest Fund, selected by the Committee in its sole discretion. A Phantom InvestmentFund may include mutual funds or any other investment or fund approved by the Committee. Asnecessary, the Committee may, in its sole discretion, discontinue, substitute or add a PhantomInvestment Fund. Each such action will take effect as of the date specified by the Committee aftergiving Participants advance written notice of such change.     2.33. “Section 409A” means section 409A of the Code and any Treasury Regulationspromulgated under, or other administrative guidance issued with respect to, such Code section, asapplicable to the Plan at the relevant time.     2.34. “Section 409A Change of Control” means a change in the ownership or effectivecontrol of the Company or a change in the ownership of a substantial portion of the assets of theCompany, in each case within the meaning of Section 409A.     2.35. “Performance Incentive Plan” means each of (i) the Liberty Global, Inc. SeniorExecutive Performance Incentive Plan, as amended and restated effective May 2, 2007, and as may behereafter amended from time to time, and (ii) the Liberty Global, Inc. Management Incentive Plan,as amended and restated effective May 2, 2007, and as may be hereafter amended from time to time.     2.36. “Stock Fund” means that portion, if any, of a Participant’s Account attributableto an election to defer Compensation that would otherwise have been payable in the form of equityof the Company, and shall include the number and kind of equity so deferred, as adjusted fordividends and distributions payable in the form of equity, and subject to such further adjustments
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as are otherwise applicable with respect to equity awards under the Liberty Global, Inc. 2005Incentive Plan.     2.37. “Separation from Service” means the termination of a Participant’s employmentwith the Company within the meaning of Section 409A.     2.38. “Subsequent Election” means a written election on a form provided by theCompany, filed with the Company in accordance with Article 3, pursuant to which a Participant mayelect to defer (or, in limited cases and to the extent permitted under Section 409A, accelerate)the time of payment of amounts previously deferred in accordance with the terms of a previouslymade Initial Election or Subsequent Election.     2.39. “Subsidiary” means any present or future subsidiary (as defined in section424(f) of the Code) of the Company or any business entity in which the Company owns, directly orindirectly, 50% or more of the voting, capital or profits interests. An entity shall be deemed asubsidiary of the Company for purposes of this definition only for such periods as the requisiteownership or control relationship is maintained.     2.40. “Surviving Spouse” means the widow or widower, as the case may be, of a DeceasedParticipant or a deceased Beneficiary (as applicable).3. INITIAL AND SUBSEQUENT ELECTIONS TO DEFER COMPENSATION     3.1. Elections.          3.1.1. Initial Elections. An Initial Election shall be made on the form approved bythe Company for this purpose. Each Eligible Employee, by filing an Initial Election at the timeand in the form described in this Article 3, shall have the right to defer all or any portion ofthe Compensation that he or she otherwise would be entitled to receive. The Compensation of suchEligible Employee for a Plan Year shall be reduced in an amount equal to the portion of theCompensation deferred by such Eligible Employee for such Plan Year pursuant to the EligibleEmployee’s Initial Election. Such reduction shall be effected (a) as to any portion of theeligible Employee’s base salary as deferred, on a pro rata basis from each installment of basesalary paid in accordance with applicable payroll practices, (b) as to any portion of the EligibleEmployee’s annual cash performance award so deferred, on a percentage basis from such award as andwhen otherwise payable, and (c) as to any portion of an installment payment to the EligibleEmployee under the Performance Incentive Plan or any similar multi-year performance incentive planso deferred, on a percentage basis from such installment payment as and when otherwise payable.The amount of any such reduction shall be credited to the Eligible Employee’s Account in accordancewith Section 5.1.          3.1.2. Subsequent Elections. Each Participant shall have the right to elect to deferthe time of payment of amounts previously deferred in accordance with the terms of a previouslymade Initial Election pursuant to the terms of the Plan by filing a Subsequent Election at thetime, to the extent, subject to the requirements and in the form described in this Article 3.
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     3.2. Filing of Initial Election.          3.2.1. Performance-Based Compensation. An Initial Election shall be effective withrespect to Performance-Based Compensation if (i) it is filed with the Company not less than sixmonths before the end of the Performance Period during which such Performance-Based Compensationmay be earned, (ii) the Eligible Employee has performed services continuously from the later of thebeginning of the Performance Period or the date the performance criteria are established throughthe date the election is made, and (iii) the amount of the Performance-Based Compensation has notbecome readily ascertainable within the meaning of Section 409A at the time the election is filed.An Initial Election described in the preceding sentence shall become irrevocable on the last dayprior to the start of the six-month period referred to in such sentence.          3.2.2. Other Initial Elections. Except as provided in Section 3.3, no InitialElection shall be effective with respect to Compensation other than Performance-Based Compensationunless it is filed with the Company on or before the close of business on December 31 of the PlanYear preceding the Plan Year to which the Initial Election applies. An Initial Election describedin the preceding sentence shall become irrevocable on December 31 of the Plan Year preceding thePlan Year to which the Initial Election applies.          3.2.3. Transitional 2009 Election. An Eligible Employee may file an Initial Electionon or before the close of business on December 31, 2008, to defer all or any portion of theCompensation that he or she otherwise would be entitled to receive in 2009 and subsequent years,including Compensation for services performed prior to 2009.     3.3. Filing of Initial Election by New Eligible Employees. Notwithstanding Section3.2, a New Eligible Employee may elect to defer all or any portion of his or her Compensationearned for the performance of services in the Plan Year in which the New Eligible Employee becomesa New Eligible Employee, beginning with the payroll period next following the filing of an InitialElection with the Company and before the close of such Plan Year by making and filing the InitialElection with the Company within 30 days of the date on which such New Eligible Employee becomes aNew Eligible Employee. Any Initial Election by such New Eligible Employee for succeeding PlanYears shall be made in accordance with Section 3.2.     3.4. Plan Years to which Initial Election May Apply. A separate Initial Election maybe made for each Plan Year as to which an Eligible Employee desires to defer all or any portion ofsuch Eligible Employee’s Compensation, or an Eligible Employee may make an Initial Election withrespect to a Plan Year that will remain in effect for subsequent Plan Years unless the EligibleEmployee revokes such Initial Election or timely makes a new Initial Election with respect to asubsequent Plan Year. Any such revocation of an Initial Election must be in writing and must befiled with the Company on or before December 31 of the Plan Year immediately preceding the PlanYear to which such revocation applies. The failure of an Eligible Employee to make an InitialElection for any Plan Year shall not affect such Eligible Employee’s right to make an InitialElection for any other Plan Year.
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     3.5. Distribution Events.          3.5.1. Initial Election of Distribution Events. Each Eligible Employee shall,contemporaneously with an Initial Election, also elect the time of payment of the amount of thedeferred Compensation to which such Initial Election relates. Subject to the terms and conditionsof the Plan and Section 409A, the distribution event elected by each Eligible Employee may be (a)up to three specific dates selected by the Eligible Employee, none of which occurs later thanDecember 31 of the 30th calendar year following the Plan Year to which the Initial Election applies(the “Outside Date”), (b) the earlier to occur of one or more of (1) the date or dates selected bythe Eligible Employee, (2) the Eligible Employee’s Separation from Service, (3) a Change ofControl, or (4) a Section 409A Change of Control, or (c) such other distribution event permittedunder Section 409A as the Committee may approve and set forth in an election form. If an EligibleEmployee fails to elect a distribution event in accordance with the provisions of this Section 3.5,he or she shall be deemed to have elected the earlier to occur of the Outside Date or the EligibleEmployee’s Separation from Service as the distribution event.          3.5.2. Death or Disability. The death or Disability of a Participant or an InactiveParticipant prior to complete distribution of the Account shall be a distribution event.     3.6. Subsequent Elections. Any Subsequent Election with respect to deferred amountsmay be made only in accordance with the provisions of this Section 3.6. No Subsequent Electionshall be effective until 12 months after the date on which such Subsequent Election is made. AnySubsequent Election must defer the time of payment of such amount for a minimum of five additionalyears from the previously elected payment date and may not cause receipt by a Participant of alump-sum or percentage payment or the commencement of installment payments to a Participant tooccur on a date that is later than the Outside Date. No Subsequent Election shall be effective todefer the time of any payment due to death or Disability.          3.6.1. Active Participants. The number of Subsequent Elections that an ActiveParticipant may make under this Section 3.6.1 shall not be limited.          3.6.2. Inactive Participants. The Committee may, in its sole and absolute discretion,permit an Inactive Participant to make one or more Subsequent Elections. The number of SubsequentElections that an Inactive Participant may make under this Section 3.6.2 shall be determined by theCommittee in its sole and absolute discretion and need not be the same for all InactiveParticipants.          3.6.3. Most Recently Filed Initial Election or Subsequent Election Controlling.Subject to acceleration pursuant to Section 3.5.2, 3.8, Section 7.1, or Article 8 (each to theextent permitted under Section 409A), no distribution of the amounts deferred by a Participant forany Plan Year shall be made before the distribution event designated by the Participant on the mostrecently filed Initial Election or Subsequent Election with respect to such deferred amount.     3.7. Payment Following Occurrence of Distribution Event. Subject to any requiredsuspension or delay under Section 3.10 or Section 3.11, the Company shall make a lump-sum orpercentage payment or commence making installment payments, as applicable, of any amount to whichsuch election applies on the applicable of the following dates (or if such date is not a
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business day, on the next succeeding business day): (a) the date of a distribution event thatis a specified date designated by a Participant pursuant to an Initial Election or SubsequentElection made in accordance with this Plan, (b) the date 60 days after a distribution event due todeath or Disability, or (c) the date 30 days after a distribution event due to Separation fromService, Change of Control, Section 409A Change of Control or any distribution event permittedunder Section 409A as the Committee may approve and set forth in an election form .     3.8. Discretion to Distribute in Full Upon or Following a Change of Control. To theextent permitted under Section 409A, in connection with a Change of Control, and for the 12-monthperiod following a Change of Control, the Committee may exercise its discretion to terminate thePlan and, notwithstanding any other provision of the Plan or the terms of any Initial Election orSubsequent Election, distribute the Account balance of each Participant in full and thereby effectthe revocation of any outstanding Initial Elections or Subsequent Elections.     3.9. Rabbi Trust. The Committee may authorize the Company to establish an irrevocabletrust with a duly authorized bank or corporation with trust powers designated by the Company’sChief Executive Officer (“Rabbi Trust”), pursuant to such terms and conditions as are set forth inthe governing trust agreement. Any such Rabbi Trust shall be intended to be treated as a “grantortrust” under the Code, and the establishment of the Rabbi Trust shall not be intended to causeParticipants performing services for the Company to realize current income on amounts contributedthereto nor to cause the Plan to be “funded” with respect to the Company, and the Rabbi Trust shallbe so interpreted. Any amounts subsequently due to a Participant under the Plan shall be firstsatisfied by the Rabbi Trust, and any remaining obligations shall be satisfied by the Company, inaccordance with the terms of the Plan.     3.10. Required Suspension of Payment of Benefits. Notwithstanding any provision ofthe Plan or any Participant’s election as to the date or time of payment of any amount payableunder the Plan, to the extent required under Section 409A, any amount that otherwise would bepayable to a Participant who is a “specified employee” of the Company, as determined in accordancewith Section 409A, during the six-month period following such Participant’s Separation fromService, shall be suspended until the lapse of such six-month period (or, if earlier, the date ofdeath of the Participant). The amount that otherwise would be payable to such Participant duringsuch period of suspension, together with applicable credits or debits in accordance with Section5.2 on such suspended amount, shall be paid in a single payment on the day following the end ofsuch six-month period (or, if such day is not a business day, on the next succeeding business day)or within 60 days following the death of the Participant during such six-month period.     3.11. Delay of Payment Under Certain Circumstances. Notwithstanding any provision ofthe Plan or any Participant’s election as to the date or time of payment of any benefit payableunder the Plan, if the Committee reasonably determines with respect to any payment under the Plan:          3.11.1. that the Company’s deduction with respect to any such payment would be limited oreliminated by the application of section 162(m) of the Code, then to the extent deemed necessary bythe Company to ensure that the entire amount of any payment under the Plan is deductible, theCompany may delay payment of any amount that would otherwise be
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paid under the Plan until the earliest date on which the Company reasonably anticipates thatthe Company’s deduction of the payment of the amount will not be limited or eliminated byapplication of section 162(m) of the Code, and any amounts for which distribution is delayedpursuant to this Section shall continue to be credited or debited with additional amounts inaccordance with Section 5.2; or          3.11.2. that the making of such payment would violate (i) the terms of any loan arrangement orsimilar contract to which the Company is a party and such violation would cause material harm tothe Company or (ii) Federal securities law or any other law applicable to the Company, such paymentshall be delayed until the earliest date the Company reasonably anticipates that the making of thepayment will not cause such violation (or, in the case of (i) above, such violation will not causematerial harm to the Company) and any amounts for which distribution is delayed pursuant to thisSection shall continue to be credited or debited with additional amounts in accordance with Section5.2.4. FORMS OF DISTRIBUTION     4.1. Forms of Distribution.          4.1.1. Distribution Form. Amounts credited to an Account shall be distributed,pursuant to an Initial Election or Subsequent Election, in one of the following forms ofdistribution:               4.1.1.1. A lump-sum payment;               4.1.1.2. Substantially equal annual installments over a period of two, three, four or fiveyears; or               4.1.1.3. Payment of two or three specified portions, identified as percentages collectivelytotaling 100%, of the amount of Compensation deferred for a Plan Year.If an Eligible Employee fails to elect a form of distribution in accordance with the provisions ofthis Section 4.1, he or she shall be deemed to have elected to receive a lump-sum payment as theform of distribution. In the event the payment event is due to death or Disability, the form ofdistribution shall be limited to a lump-sum payment.          4.1.2. Payment Form. A Participant who has made an election to defer Compensationthat would otherwise have been payable in the form of equity of the Company shall receive adistribution from the Account in the number and kind of equity allocated to the Stock Fund. Unlessotherwise approved by the Committee, all other distributions shall be made in the form of cashpayments.     4.1.3. Limited Cashout. To the extent permitted under Section 409A, notwithstandingany Initial Election, Subsequent Election or any other provision of the Plan to the contrary:
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               4.1.3.1. distributions shall be made in the form of a lump-sum payment unless the portion of aParticipant’s Account subject to distribution pursuant to Section 4.1.1.2, as of the benefitcommencement date, is more than $10,000; and               4.1.3.2. following a Participant’s Separation from Service for any reason, if the amountcredited to the Participant’s Account is $10,000 or less, the Committee may, in its solediscretion, direct that such amount be distributed to the Participant (or Beneficiary, asapplicable) in one lump-sum payment, provided that the payment is made on or before the later of(i) December 31 of the calendar year in which the Participant’s Separation from Service occurs or(ii) the 15th day of the third month after the Participant’s Separation from Service.     4.2. Determination of Account Balances For Purposes of Distribution. The amount ofany distribution made pursuant to Section 4.1 shall be based on the balance in the Participant’sAccount on the date of distribution and the applicable distribution period. For this purpose, thevalue of a Participant’s Account shall be calculated by taking into account applicable credits ordebits in accordance with Section 5.2 through the end of the day immediately preceding the date ofdistribution.     4.3. Plan-to-Plan Transfers. The Committee may delegate its authority to arrange forplan-to-plan transfers as described in this Section 4.3 to an officer of the Company or committeeof two or more officers of the Company.               4.3.1.1. The Committee may, with a Participant’s consent, make such arrangements as it maydeem appropriate to transfer the Company’s obligation to pay benefits with respect to suchParticipant which have not become payable under this Plan, to another employer, whether through adeferred compensation plan, program or arrangement sponsored by such other employer or otherwise,or to another deferred compensation plan, program or arrangement sponsored by the Company or anAffiliate. Following the completion of such transfer, with respect to the benefit transferred, theParticipant shall have no further right to payment under this Plan.               4.3.1.2. The Committee may, with a Participant’s consent, make such arrangements as it maydeem appropriate for the Plan to assume another employer’s obligation to pay benefits with respectto such Participant which have not become payable under the deferred compensation plan, program orarrangement under which such future right to payment arose, or to assume a future paymentobligation of the Company or an Affiliate under another plan, program or arrangement sponsored bythe Company or an Affiliate. Upon the completion of the Plan’s assumption of such paymentobligation, the Company shall establish an Account for such Participant, and the Account shall besubject to the rules of this Plan, as in effect from time to time.5. BOOK ACCOUNTS     5.1. Deferred Compensation Account. A deferred compensation Account shall beestablished for each Eligible Employee when such Eligible Employee becomes a Participant.Compensation deferred pursuant to the Plan shall be credited to the Account on the date such
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Compensation would otherwise have been payable to the Participant. All deemed interest,dividends, earnings, losses and other relevant amounts applicable to each Account shall be creditedor debited to the Account as they are deemed to occur, as provided in Section 5.2.     5.2. Crediting/Debiting of Account Balances. In accordance with, and subject to, therules and procedures that are established from time to time by the Committee, amounts shall becredited or debited to a Participant’s Account in accordance with the following rules:          5.2.1. Phantom Investment Portfolio Program. Subject to Section 5.2.4, theParticipant may elect the Credited Interest Fund and/or one or more of any established PhantomInvestment Funds, for the purpose of crediting or debiting additional amounts to his or herAccount.          5.2.2. Election of Phantom Investment Funds. In the event the Committee hasestablished one or more Phantom Investment Funds, a Participant, in connection with his or herInitial Election in accordance with Section 3.1, may elect, on the form provided by the Company,filed with the Company in accordance with Article 3, one or more Phantom Investment Fund(s) (asdescribed in Section 5.2.1) to be used to determine the amounts to be credited or debited to his orher Account. The Participant may (but is not required to) elect, by submitting an election form tothe Company that is accepted by the Company, to add or delete one or more of the Credited InterestFund and Phantom Investment Fund(s) to be used to determine the amounts to be credited or debitedto his or her Account, or to change the portion of his or her Account allocated to each. If anelection is made in accordance with the previous sentence, it shall apply as of the first businessday after the election is filed, and shall continue thereafter for each subsequent day in which theParticipant participates in the Plan, unless changed in accordance with the previous sentence.Notwithstanding the foregoing, the Company, in its sole discretion, may impose limitations on thefrequency with which one or more of the Phantom Investment Funds elected in accordance with thisSection 5.2.2 may be added or deleted by such Participant; furthermore, the Company, in its solediscretion, may impose limitations on the frequency with which the Participant may change theportion of his or her Account allocated to each previously or newly elected Phantom InvestmentFund.          5.2.3. Credited Interest Fund. Subject to Section 5.2.4, a Participant’s Accountattributable to amounts deferred on or after January 1, 2009 shall be allocated to the CreditedInterest Fund until such time as the Committee determines, in its sole discretion, that theParticipant may select one or more Phantom Investment Funds and the Participant elects to changethe allocation of the Account. To the extent that a Participant does not elect any of the PhantomInvestment Funds as described in Section 5.2.2, the Participant’s Account shall automatically beallocated to the Credited Interest Fund unless Section 5.2.4 is otherwise applicable.          5.2.4. Stock Fund. Any amount held in the Stock Fund shall remain allocated to theStock Fund and the Participant shall not be entitled to change the portion of his Account allocatedto the Stock Fund; provided, however, that any cash dividends payable with respect to the numberand kind of equity allocated to the Stock Fund shall be credited to the Participant’s Account inthe Phantom Investment Funds or the Credited Interest Fund in accordance with Sections 5.2.2 and5.2.3.
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          5.2.5. Proportionate Allocation. In making any election described in Section 5.2.2above, the Participant shall specify on the applicable election form, in increments of one percent(1%), the percentage of his or her Account to be allocated/reallocated.          5.2.6. Crediting or Debiting Method. Each Participant’s Account allocated to theCredited Interest Fund shall be credited with interest at the Applicable Interest Rate. Theperformance of each Phantom Investment Fund (either positive or negative) will be determined on adaily basis based on the manner in which such Participant’s Account has been hypotheticallyallocated among the Phantom Investment Funds by the Participant, and any portion of a Participant’sAccount allocated to the Phantom Investment Fund shall be credited or debited based on thatperformance. Credits and debits under this Section 5.2.6 shall be calculated with respect toCompensation deferred by such Participant in accordance with this Plan from the date suchCompensation would otherwise have been payable to the Participant through the end of the dayimmediately preceding the date on which such deferred Compensation is paid to such Participant (orhis or her Beneficiary) in accordance with this Plan.          5.2.7. No Actual Investment. Notwithstanding any other provision of this Plan thatmay be interpreted to the contrary, the Phantom Investment Funds are to be used for measurementpurposes only, and a Participant’s election of any such Phantom Investment Fund, the allocation ofhis or her Account thereto, the calculation of additional amounts and the crediting or debiting ofsuch amounts to a Participant’s Account shall not be considered or construed in any manner as anactual investment of his or her Account in any such Phantom Investment Fund. In the event that theCompany or the trustee of the Rabbi Trust, if any, in its own discretion, decides to invest fundsin any or all of the investments on which the Phantom Investment Funds are based, no Participantshall have any rights in or to such investments themselves. Without limiting the foregoing, aParticipant’s Account shall at all times be a bookkeeping entry only and shall not represent anyinvestment made on his or her behalf by the Company or the Rabbi Trust, if any; the Participantshall at all times remain an unsecured creditor of the Company.     5.3. Status of Deferred Amounts. All Compensation deferred under this Plan shallcontinue for all purposes to be a part of the general funds of the Company.     5.4. Participants’ Status as General Creditors. An Account shall at all timesrepresent the general obligation of the Company. Each Participant shall be a general creditor ofthe Company with respect to this obligation and shall not have a secured or preferred position withrespect to his or her Account. Nothing contained herein shall be deemed to create an escrow,trust, custodial account or fiduciary relationship of any kind. Nothing contained herein shall beconstrued to eliminate any priority or preferred position of a Participant in a bankruptcy matterwith respect to claims for wages.6. NO ALIENATION OF BENEFITS     Except as otherwise required by law, the right of any Participant or Beneficiary to anybenefit or interest under any of the provisions of the Plan shall not be subject to encumbrance,attachment, execution, garnishment, assignment, pledge, alienation, sale, transfer or anticipation,
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either by the voluntary or involuntary act of any Participant or Beneficiary or by operationof law, nor shall such payment, right or interest be subject to any other legal or equitableprocess.7. DEATH OF PARTICIPANT     7.1. Death of Participant. A Deceased Participant’s Account shall be distributed in alump sum to the Deceased Participant’s Beneficiary to whom the right to payment under the Planshall have passed.     7.2. Designation of Beneficiaries. Each Participant and Beneficiary shall have theright to designate one or more Beneficiaries to receive distributions in the event of theParticipant’s or Beneficiary’s death by filing with the Company a Beneficiary designation on theform provided by the Company for such purpose. The designation of Beneficiary or Beneficiaries maybe changed by a Participant or Beneficiary at any time prior to such Participant’s or Beneficiary’sdeath by the delivery to the Company of a new Beneficiary designation form.8. HARDSHIP AND OTHER ACCELERATION EVENTS     8.1. Hardship. Notwithstanding the terms of an Initial Election or SubsequentElection, if, at the Participant’s request, the Committee determines that the Participant hasincurred a Hardship, the Committee may, in its discretion and to the extent permitted under Section409A, authorize the immediate distribution of all or any portion of the Participant’s Account.     8.2. Other Acceleration Events. To the extent permitted under Section 409A,notwithstanding the terms of an Initial Election or Subsequent Election, distribution of all orpart of a Participant’s Account may be made:          8.2.1. To the extent necessary to fulfill a domestic relations order (as deemed in section414(p)(1)(B) of the Code).          8.2.2. To the extent necessary to comply with a certificate of divestiture (as defined insection 1043(b)(2) of the Code).          8.2.3. To pay the Federal Insurance Contribution Act (“FICA”) tax imposed under sections 3101and 3121(v)(2) of the Code on Compensation deferred under the Plan (the “FICA Amount”) plus theincome tax at source on wages imposed under section 3401 of the Code with respect to the FICAAmount, and to pay the additional income tax at source on wages attributable to the pyramidingsection 3401 wages and taxes, provided that the total amount distributable under this Section 8.2.3shall not exceed the sum of the FICA Amount and the income tax withholding related to such FICAAmount.9. INTERPRETATION     9.1. Authority of Committee. The Committee shall have full and exclusive authority toconstrue, interpret and administer this Plan and take all actions and make all determinations onbehalf of the Company unless otherwise indicated, and the Committee’s construction and
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interpretation thereof and determinations thereunder shall be binding and conclusive on allpersons for all purposes. The Committee shall be entitled to delegate any authority hereunder tothe appropriate officers of the Company, as determined by the Committee in its discretion.     9.2. Claims Procedure. If an individual (hereinafter referred to as the “Applicant,”which reference shall include the legal representative, if any, of the individual) does not receivetimely payment of benefits to which the Applicant believes he or she is entitled under the Plan,the Applicant may make a claim for benefits in the manner hereinafter provided.          An Applicant may file a claim for benefits with the Committee on a form supplied by theCompany. If the Committee wholly or partially denies a claim, the Committee shall provide theApplicant with a written notice stating:          9.2.1. The specific reason or reasons for the denial;          9.2.2. Specific reference to pertinent Plan provisions on which the denial is based;          9.2.3. A description of any additional material or information necessary for the Applicant toperfect the claim and an explanation of why such material or information is necessary; and          9.2.4. Appropriate information as to the steps to be taken in order to submit a claim forreview.Written notice of a denial of a claim shall be provided within 60 days of the receipt of the claim,provided that if special circumstances require an extension of time for processing the claim, theCommittee may notify the Applicant in writing that an additional period of up to 60 days will berequired to process the claim.     If the Applicant’s claim is denied, the Applicant shall have 60 days from the date of receiptof written notice of the denial of the claim to request a review of the denial of the claim by theCommittee. Request for review of the denial of a claim must be submitted in writing. TheApplicant shall have the right to review pertinent documents and submit issues and comments to theCommittee in writing. The Committee shall provide a written decision within 60 days of its receiptof the Applicant’s request for review, provided that if special circumstances require an extensionof time for processing the review of the Applicant’s claim, the Committee may notify the Applicantin writing that an additional period of up to 60 days shall be required to process the Applicant’srequest for review.     It is intended that the claims procedures of this Plan be administered in accordance with theclaims procedure regulations of the Department of Labor set forth in 29 CFR § 2560.503-1.
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     Claims for benefits under the Plan must be filed with the Committee at the following addressor, if different, at the address of the Company’s principal executive offices:Liberty Global, Inc.