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  EXHIBIT 10.20    
    


 LIBERTY MEDIA CORPORATION

2000 INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE APRIL 19, 2004)  


 STOCK APPRECIATION RIGHTS AGREEMENT  


        THIS STOCK APPRECIATION RIGHTS AGREEMENT ("Agreement") is made as
of                        (the "Effective Date"), by and between LIBERTY
MEDIA CORPORATION, a Delaware corporation (the "Company"), and the individual whose name, address, and social security number appear on the signature page hereto (the "Grantee"). 


        The
Company has adopted the Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective April 19, 2004) (the "Plan"), a copy of which is attached to this
Agreement as Exhibit A and by this reference made a part hereof, for the benefit of eligible employees of the Company and its Subsidiaries. Capitalized terms used and not otherwise defined
herein will have the meaning given to them in the Plan. 


        Pursuant
to the Plan, the Incentive Plan Committee (the "Committee") appointed by the Board pursuant to Section 3.1 of the Plan to administer the Plan has determined that it would
be in the interest of the Company and its stockholders to award Free Standing SARs to Grantee, subject to the conditions and restrictions set forth herein and in the Plan, in order to provide the
Grantee additional remuneration for services rendered, to encourage the Grantee to remain in the employ of the Company or its Subsidiaries and to increase the Grantee's personal interest in the
continued success and progress of the Company. 


        The
Company and the Grantee therefore agree as follows: 


        1.    Definitions.    The following terms, when used in this Agreement, have the following meanings: 



        "Base
Price" means $            . 


        "Business
Day" means any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado, are required or authorized to be closed. 


        "Cause"
has the meaning specified for "cause" in Section 11.2(b) of the Plan. 


        "Close
of Business" means, on any day, 5:00 p.m., Denver, Colorado time. 



        "Committee"
has the meaning specified in the recitals to this Agreement. 


        "Company"
has the meaning specified in the preamble to this Agreement. 


        "Effective
Date" has the meaning specified in the preamble to this Agreement. 


        "Grantee"
has the meaning specified in the preamble to this Agreement. 


        "L SAR"
has the meaning specified in Section 2 of this Agreement. 



        "L Stock"
has the meaning specified in Section 2 of this Agreement. 


        "Plan"
has the meaning specified in the recitals to this Agreement. 


        "Required
Withholding Amount" has the meaning specified in Section 5 of this Agreement. 


        "Special
Termination Period" has the meaning specified in Section 7(d) of this Agreement. 


        "Term"
has the meaning specified in Section 2 of this Agreement. 


        "Vesting
Anniversary Date" means                        . 


        "Year
of Continuous Service" has the meaning specified in Section 7(d) of this Agreement. 







 

        2.    Grant of Stock Appreciation Rights.    Subject to the terms and conditions herein, pursuant to the Plan, the
Company grants to the Grantee during the period commencing on the Effective Date and expiring at Close of Business
on                        (the "Term"), subject to earlier termination as provided in
Section 7 below, a Free Standing SAR with respect to the number of shares of Liberty Media Corporation Series A Common Stock ("L Stock") identified on the signature page hereto
(individually, an "L SAR" and collectively, the "L SARs"). Upon exercise of an L SAR in accordance with this Agreement, the Company will, subject to Section 5 below, pay to
the Grantee consideration equal to the amount, if any, by which the Fair Market Value of a share of L Stock on the date of exercise exceeds the Base Price of such L SAR. 


        3.    Conditions of Exercise.    Unless otherwise determined by the Committee in its sole discretion, the
L SARs are exercisable only in accordance with the conditions stated in this Section 3. 



        (a)   Except
as otherwise provided in Section 11.1(b) of the Plan or in the last sentence of this Section 3(a), the L SARs may be exercised only to the
extent they have become exercisable in accordance with the following schedule: 



 






 



					
	Date



 
	 	Percentage of L SARS

Becoming Exercisable 	 
	 
	 	 	20	%
	 
	 	 	20	%
	 
	 	 	20	%
	 
	 	 	20	%
	 
	 	 	20	%
	 	 	 	 
	 Total
	 	 	100	%




 

 
Notwithstanding
the foregoing, (i) all L SARs will become exercisable on the date of the Grantee's termination of employment if (A) the Grantee's employment with the Company and
its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary, and (ii) if the Grantee's employment with the Company and its
Subsidiaries is terminated by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee), any L SARs that otherwise would become exercisable during the
remainder of the calendar year in which the Grantee's employment with the Company and its Subsidiaries is terminated will become exercisable on the date of the Grantee's termination of employment. 


        (b)   To
the extent the L SARs become exercisable, such L SARs may be exercised in whole or in part (at any time or from time to time, except as otherwise
provided herein) until expiration of the Term or earlier termination thereof. 


        (c)   The
Grantee acknowledges and agrees that the Committee may, in its discretion and as contemplated by Section 3.3 of the Plan, adopt rules and regulations
from time to time after the date hereof with respect to the exercise of the L SARs and that the exercise by the Grantee of L SARs will be subject to the further condition that such
exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. 




        4.    Manner of Exercise.    L SARs will be considered exercised (as to the number of L SARs specified
in the notice referred to in Section 4(a) below) on the latest of (i) the date of exercise designated in the written notice referred to in Section 4(a) below, (ii) if the
date so designated is not a 


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Business
Day, the first Business Day following such date or (iii) the earliest Business Day by which the Company has received all of the following: 



        (a)   Written
notice, in such form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other
things, the date of exercise and the number of L SARs to be exercised; and 


        (b)   Any
other documentation that the Committee may reasonably require. 




        5.    Mandatory Withholding for Taxes.    The Grantee acknowledges and agrees that the Company will deduct from the
shares of L Stock otherwise deliverable upon exercise of any L SARs a number of shares of L Stock (valued at their Fair Market Value on the date of exercise) that is equal to the
amount of all federal, state and local taxes required to be withheld by the Company upon such exercise, as determined by the Company (the "Required Withholding Amount"). 



        6.    Delivery by the Company.    As soon as practicable after receipt of all items referred to in Section 4,
and subject to the withholding referred to in Section 5, the Company will deliver or cause to be delivered to the Grantee the amount of consideration determined under the final sentence of
Section 2 above, which consideration shall consist of shares of L Stock (valued at their Fair Market Value on the date of exercise), except as provided in the Plan with respect to
fractional shares. Any delivery of shares of L Stock will be deemed effected for all purposes when certificates representing such shares have been delivered personally to the Grantee or, if
delivery is by mail, when the stock transfer agent of the Company has deposited the certificates in the United States mail, addressed to the Grantee, and any cash payment will be deemed effected when
a check from the Company, payable to the Grantee and in the amount equal to the amount of the cash payment, has been delivered personally to the Grantee or deposited in the United States mail,
addressed to the Grantee. 


        7.    Early Termination of L SARS.    Unless otherwise determined by the Committee in its sole discretion, the
L SARs will terminate, prior to the expiration of the Term, at the time specified below: 



        (a)   Subject
to Section 7(b), if the Grantee's employment with the Company and its Subsidiaries is terminated other than (i) by the Company or a Subsidiary
(whether for Cause or without Cause) or (ii) by reason of death or Disability of the Grantee, then the L SARs will terminate at the Close of Business on the first Business Day following
the expiration of the 90-day period which began on the date of termination of the Grantee's employment. 


        (b)   If
the Grantee dies (i) while employed by the Company or a Subsidiary, or prior to the expiration of a period of time following termination of the Grantee's
employment during which the L SARs remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the L SARs will terminate at the Close of Business on the
first Business Day following the expiration of the one-year period which began on the date of the Grantee's death, or (ii) prior to the expiration of a period of time following termination of
the Grantee's employment during which the L SARs remain exercisable as provided in Section 7(d), the L SARs will terminate at the Close of Business on the first Business Day
following the expiration of (A) the one-year period which began on the date of the Grantee's death or (B) the Special Termination Period, whichever period is longer. 


        (c)   Subject
to Section 7(b), if the Grantee's employment with the Company and its Subsidiaries terminates by reason of Disability, then the L SARs will
terminate at the Close of Business on the first Business Day following the expiration of the one-year period which began on the date of termination of the Grantee's employment. 


        (d)   If
the Grantee's employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary without Cause (as determined in the sole discretion of the
Committee), the L SARs will terminate at the Close of Business on the first Business Day following the expiration of the Special Termination Period. The Special Termination Period is the period
of time 



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beginning
on the date of the Grantee's termination of employment and continuing for the number of days that is equal to the sum of (a) 90, plus (b) 180 multiplied by the Grantee's total
Years of Continuous Service. A Year of Continuous Service means a consecutive 12-month period, measured by the Grantee's hire date (as reflected in the payroll records of the Company or a
Subsidiary) and the anniversaries of that date, during which the Grantee is employed by the Company or a Subsidiary without interruption. For purposes of determining the Grantee's Years of Continuous
Service, Grantee's employment with the Company's former parent, AT&T Broadband LLC, formerly known as Tele-Communications, Inc. ("TCI"), and any predecessor of the Company or TCI will be
included, provided that the Grantee's hire date with the Company or a Subsidiary occurred within 30 days following the Grantee's termination of employment with TCI or such predecessor. If the
Grantee was employed by a Subsidiary at the time of such Subsidiary's acquisition by the Company, the Grantee's employment with the Subsidiary prior to the acquisition date will not be included in
determining the Grantee's Years of Continuous Service unless the Committee, in its sole discretion, determines that such prior employment will be included. 


        (e)   If
the Grantee's employment with the Company and its Subsidiaries is terminated by the Company for Cause, then the L SARs will terminate immediately upon such
termination of the Grantee's employment. 




        In
any event in which L SARs remain exercisable for a period of time following the date of termination of the Grantee's employment as provided above, the L SARs may be
exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above on such date of termination of the Grantee's employment. Unless the Committee
otherwise determines, a change of the Grantee's employment from the Company to a Subsidiary or from one Subsidiary to another Subsidiary will be a termination of employment within the meaning of this
Section 7. Notwithstanding any period of time referenced in this Section 7 or any other provision of this Section 7 that may be construed to the contrary, the L SARs will
in any event terminate upon the expiration of the Term. 


        8.    Automatic Exercise of L SARS.    Immediately prior to the termination of L SARs as provided in
Section 7(a), 7(b), 7(c) or 7(d) above or upon expiration of the Term, all remaining L SARs then exercisable will be deemed to have been exercised by the Grantee. Notwithstanding any
other provision of this Agreement, no exercise of LSARs will be deemed to occur upon termination of the Grantee's employment for Cause. 


        9.    Nontransferability.    During the Grantee's lifetime, L SARs are not transferable (voluntarily or
involuntarily) other than pursuant to a Domestic Relations Order and, except as otherwise required pursuant to a Domestic Relations Order, are exercisable only by the Grantee or the Grantee's court
appointed legal representative. The Grantee may designate a beneficiary or beneficiaries to whom the L SARs will pass upon the Grantee's death and may change such designation from time to time
by filing a written designation of beneficiary or beneficiaries with the Committee on the form annexed hereto as Exhibit B or such other form as may be prescribed by the Committee, provided
that no such designation will be effective unless so filed prior to the death of the Grantee. If no such designation is made or if the designated beneficiary does not survive the Grantee's death, the
L SARs will pass by will or the laws of descent and distribution. Following the Grantee's death, the L SARs, if otherwise exercisable, may be exercised by the person to whom such right
passes according to the foregoing and such person will be deemed the Grantee for purposes of any applicable provisions of this Agreement. 


        10.    No Stockholder Rights.    The Grantee will not, by reason of the Award granted under this Agreement, be deemed
for any purpose to be, or to have any of the rights of, a stockholder of the Company or of the Company with respect to any shares of L Stock, nor will the existence of this Agreement affect in
any way the right or power of the Company or its stockholders to accomplish any corporate act, including, without limitation, the acts referred to in Section 11.16 of the Plan. 


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        11.    Adjustments.    If the outstanding shares of L Stock are subdivided into a greater number of shares (by
stock dividend, stock split, reclassification or otherwise) or are combined into a smaller number of shares (by reverse stock split, reclassification or otherwise), or if the Committee determines that
any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization, split-up-spin-off, combination, exchange of shares, warrants or rights offering to purchase any
L Stock, or other similar corporate event (including mergers or consolidations other than those which constitute Approved Transactions, which shall be governed by Section 11.1(b) of the
Plan) affects shares of L Stock such that an adjustment is required to preserve the benefits or potential benefits intended to be made available under this Agreement, then the L SARs
will be subject to adjustment (including, without limitation, as to the number of L SARs and the Base Price per share of such L SARs) in the sole discretion of the Committee and in such
manner as the Committee may deem equitable and appropriate in connection with the occurrence of any of the events described in this Section 11 following the Vesting Anniversary Date. 



        12.    Restrictions Imposed by Law.    Without limiting the generality of Section 11.8 of the Plan, the Grantee
will not exercise the L SARs , and the Company will not be obligated to make any cash payment or issue or cause to be issued any shares of L Stock, if counsel to the Company determines
that such exercise, payment or issuance would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any
securities exchange or association upon which shares of L Stock are listed or quoted. The Company will in no event be obligated to take any affirmative action in order to cause the exercise of
the L SARs or the resulting payment of cash or issuance of L Stock to comply with any such law, rule, regulation or agreement. 


        13.    Notice.    Unless the Company notifies the Grantee in writing of a different procedure, any notice or other
communication to the Company with respect to this Agreement will be in writing and will be delivered personally or sent by United States first class mail, postage prepaid and addressed as follows: 





Liberty
Media Corporation

12300 Liberty Boulevard

Englewood, Colorado 80112

Attn: General Counsel 






        Any
notice or other communication to the Grantee with respect to this Agreement will be in writing and will be delivered personally, or will be sent by United States first class mail,
postage prepaid, to the Grantee's address as listed in the records of the Company on the Effective Date, unless the Company has received written notification from the Grantee of a change of address. 


        14.    Amendment.    Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from
time to time as approved by the Committee as contemplated in Section 11.7(b) of the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee, 



        (a)   this
Agreement may be amended or supplemented from time to time as approved by the Committee (i) to cure any ambiguity or to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of the Grantee or surrender any
right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Company's stockholders and, provided, in each case, that such changes or corrections
will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby, or (iii) to make such other changes as the Company, upon advice of counsel, determines are
necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any 



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law
or governmental rule or regulation, including any applicable federal or state securities laws; and 


        (b)   subject
to any required action by the Board or the stockholders of the Company, the L SARs granted under this Agreement may be canceled by the Company and a new
Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely
affect any L SARs to the extent then exercisable. 




        15.    Grantee Employment.    Nothing contained in this Agreement, and no action of the Company or the Committee with
respect hereto, will confer or be construed to confer on the Grantee any right to continue in the employ of the Company or any of its Subsidiaries or interfere in any way with the right of the Company
or any employing Subsidiary to terminate the Grantee's employment at any time, with or without cause, subject to the provisions of any employment agreement between the Grantee and the Company or any
Subsidiary. 


        16.    Nonalienation of Benefits.    Except as provided in Section 9 of this Agreement, (i) no right or
benefit under this Agreement will be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate,
sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same will be void, and (ii) no right or benefit hereunder will in any manner be liable for or subject to the debts,
contracts, liabilities or torts of the Grantee or other person entitled to such benefits. 


        17.    Governing Law.    This Agreement will be governed by, and construed in accordance with, the internal laws of
the State of Colorado. Each party irrevocably submits to the general jurisdiction of the state and federal courts located in the State of Colorado in any action to interpret or enforce this
Agreement and irrevocably waives any objection to jurisdiction that such party may have based on inconvenience of forum. 



        18.    Construction.    References in this Agreement to "this Agreement" and the words "herein," "hereof," "hereunder"
and similar terms include all Exhibits and Schedules appended hereto. The word "include" and all variations thereof are used in an illustrative sense and not in a limiting sense. All decisions of the
Committee upon questions regarding this Agreement will be conclusive. Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the
terms of the Plan will control. The headings of the sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and will in no way modify or
restrict any of the terms or provisions hereof. 


        19.    Duplicate Originals.    The Company and the Grantee may sign any number of copies of this Agreement. Each
signed copy will be an original, but all of them together represent the same agreement. 


        20.    Rules by Committee.    The rights of the Grantee and the obligations of the Company hereunder will be subject
to such reasonable rules and regulations as the Committee may adopt from time to time. 



        21.    Entire Agreement.    This Agreement is in satisfaction of and in lieu of all prior discussions and agreements,
oral or written, between the Company and the Grantee regarding the subject matter hereof. The Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has
been made and that this Agreement contains the entire agreement between the parties hereto with respect to the Award and replaces and makes null and void any prior agreements between the Grantee and
the Company regarding the Award. This Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns 


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        22.    Grantee Acceptance.    The Grantee will signify acceptance of the terms and conditions of this Agreement by
signing in the space provided at the end hereof and returning a signed copy to the Company. 


        23.    Code Section 409A Compliance.    If any provision of this Agreement would result in the imposition of an
excise tax under Section 409A of the Code and related regulations and Treasury pronouncements ("Section 409A"), that provision will be reformed to avoid imposition of the excise tax and
no action taken to comply with Section 409A shall be deemed to impair a benefit under this Agreement. 


[SIGNATURE
PAGE FOLLOWS] 


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 SIGNATURE PAGE TO STOCK APPRECIATION RIGHTS AGREEMENT

DATED                        BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE  

 






 



							
	 	 	 LIBERTY MEDIA CORPORATION
	

 	
 	
By:	
 	
 







 
	

 	
 	
ACCEPTED:	
 	

 	
 	

 
	

 	
 	
 







 	
 	
, Grantee
	

 	
 	
Name:	
 	
  








 
	

 	
 	
Address:	
 	
  







 
	

 	
 	
  







 
	

 	
 	
SSN:	
 	
 







 




 

  


 






 



			
	Number of shares of L Stock as to which L SARs are granted:	 	 







 



 

 8







 
 EXHIBIT A

TO

STOCK APPRECIATION RIGHTS AGREEMENT

DATED                        BETWEEN

LIBERTY MEDIA CORPORATION AND GRANTEE  


[COPY
OF LIBERTY MEDIA CORPORATION 2000 INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE APRIL 19, 2004)] 


9







 
 EXHIBIT B

TO

STOCK APPRECIATION RIGHTS AGREEMENT

DATED                        BETWEEN

LIBERTY MEDIA CORPORATION AND GRANTEE  


 DESIGNATION OF BENEFICIARY  

 






 



							
	 	 	I,	 	  







 	 	 (the "Grantee"), hereby declare




 


 






 



							
	
 that upon my death	
 	
  







 	
 	
  (the "Beneficiary") of
	 	 	NAME	 	 
	

                        ,
	 
	STREET ADDRESS	 	 CITY	 	 STATE	 	 ZIP CODE
	
 who is my	
 	
  







 	
 	
 , will be entitled
	 	 	to the Relationship to Grantee	 	 
	

L SARs and all other rights accorded the Grantee by the above-referenced grant agreement (the "Agreement").




 

         It
is understood that this Designation of Beneficiary is made pursuant to the Agreement and is subject to the conditions stated herein, including the Beneficiary's survival of the
Grantee's death. If any such condition is not satisfied, such rights will devolve according to the Grantee's will or the laws of descent and distribution. 


        It
is further understood that all prior designations of beneficiary under the Agreement are hereby revoked and that this Designation of Beneficiary may only be revoked in writing, signed
by the Grantee, and filed with the Company prior to the Grantee's death. 

 






 



			
	  






  Date	 	  






  Grantee




 

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EXHIBIT 10.20