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LIBERTY MEDIA CORPORATION
2010 INCENTIVE PLAN
PURPOSE OF PLAN; EFFECTIVE DATE
1.1 Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby
(i) eligible employees of the Company and its Subsidiaries and (ii) independent contractors providing services to the Company
and its Subsidiaries may be awarded additional remuneration for services rendered and may be encouraged to invest in capital
stock of the Company, thereby increasing their proprietary interest in the Company's businesses, encouraging them to remain in
the employ or service of the Company or its Subsidiaries, and increasing their personal interest in the continued success and
progress of the Company and its Subsidiaries. The Plan is also intended to aid in (i) attracting Persons of exceptional ability to
become officers and employees of the Company and its Subsidiaries and (ii) inducing independent contractors to agree to
provide services to the Company and its Subsidiaries.
1.2 Effective Date. The Plan shall be effective as of February 23, 2010 (the "Effective Date"); provided , however , that
the Plan is subject to the receipt of the approval of the stockholders of the Company, and any grants of Awards made prior to
the date on which such requisite approval is obtained shall be subject to and contingent upon the receipt of such approval.
2.1 Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the following meanings
(whether used in the singular or plural):
"Account" has the meaning ascribed thereto in Section 8.2.
"Affiliate" of the Company means any corporation, partnership or other business association that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company.