0001047469-03-011600 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 2nd, 2003 • Liberty Media Corp /De/ • Cable & other pay television services • Delaware

This Stock Purchase Agreement (this "Agreement"), dated as of February 14, 2003, is between Liberty Media Corporation, a company incorporated in the State of Delaware, United States of America (the "Company"), and Sumitomo Corporation, a company incorporated in Japan (the "Purchaser").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2003 • Liberty Media Corp /De/ • Cable & other pay television services • New York

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, between Liberty and the Purchaser (the "Purchase Agreement"), which provides, in part, for the sale by Liberty to the Purchaser of an aggregate of 13,336,976 shares (the "Shares") of Liberty's Series A common stock, par value $.01 per share ("Liberty Stock"). Pursuant to Section 3(b)(3) of the Purchase Agreement, Liberty has agreed to provide to the Purchaser the registration rights set forth in this Agreement.

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