Exhibit 4.5


AMENDMENT
TO SHARE EXCHANGE AGREEMENT


               This AMENDMENT TO SHARE EXCHANGE AGREEMENT (this “Amendment”)
is dated as of December 22, 2003 by and among Liberty Media Corporation, a
Delaware corporation (“Liberty”), and each of the Persons, severally and
not jointly, set forth on the signature pages hereto as Stockholders (the “Stockholders”).


RECITALS


               A.           Liberty
and the Stockholders are parties to a Share Exchange Agreement dated as of
August 18, 2003 (the “Agreement”). 
Capitalized terms used but not otherwise defined in this Amendment have
the respective meanings set forth in the Agreement.


               B.           Liberty
and the Stockholders desire to amend the Agreement as set forth in this
Amendment.


AGREEMENT


               In
consideration of the foregoing recitals and the mutual promises made herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


               1.            Amendments
to Agreement.  The Agreement is hereby
amended as follows:


                                                                           (a)          Section 2.1 of the Agreement is hereby amended to
read, in its entirety, as follows:


“2.1        Closing Date.  The closing of the Exchange (the “Closing”) shall take
place at 9:00 a.m. on the later of (a) January 5, 2004 and (b) the third
business day following the date that all conditions thereto as specified in
Section 5 and 6 have been satisfied or validly waived, at the offices of Holme
Roberts & Owen LLP, 1700 Lincoln Street, Suite 4100, Denver, Colorado
80203, or at such other time or place as Liberty and the Deciding Stockholders
may mutually agree (such date is hereinafter referred to as the “Closing Date”).”


                                                                           (b)          Section 7.1 of the Agreement is hereby amended to
replace each occurrence of “December 31, 2003” therein with “January 31, 2004”.


                                                                           (c)          Exhibit A is hereby amended so that the total number
of Liberty Shares reflected in the final column of the table therein shall be
equal to “12,576,968”.


                                                                           (d)          The proviso at the end of the final sentence of Section 9
of Exhibit B to the Agreement (the “New Standstill Agreement”) is hereby
amended to read, in its entirety, as follows: “provided that, (a)
United’s obligations under the final sentence of Section 9(b) of the Old
Standstill Agreement shall survive the execution and delivery 


 

















 


hereof
and the termination of the Old Standstill Agreement and (b) Sections 7B and the
related definitions in Section 1 shall survive the execution and delivery
hereof and the termination of the Old Standstill Agreement as set forth in, and
as modified by, the letter agreement, dated November 12, 2003, between Liberty
(on behalf of each of the Liberty Parties (as defined in the Old Standstill
Agreement)) and United.”


               2.            Effect
of Amendment.  Except as expressly
modified hereby, the Agreement will continue in full force and effect in
accordance with its terms.  Any future
reference to the Agreement will be deemed to be a reference to the Agreement as
amended hereby.


               3.            Governing
Law.  This Amendment will be
governed in all respects by the laws of the State of Colorado, without giving
effect to the conflicts of laws principles thereof.


               4.            Counterparts;
Facsimile Copies.  This Amendment
may be executed in any number of counterparts, each of which will be an
original, and all of which together will constitute one instrument.  Facsimile copies hereof may be signed as
counterpart originals.


[Remainder of page intentionally left blank]


 


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This Amendment is hereby
executed as of the date first above written.


	
  LIBERTY:

  
	
   

  
	
  Liberty Media Corporation

  
	
   

  
	
   

  
	
  By:

  	
   

  	
  /s/ Elizabeth M. Markowsi

  
	
   

  	
   

  	
  Name: Elizabeth M.
  Markowski

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  



 


 


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  STOCKHOLDERS:

  	
   

  	
  G. Schneider Holdings, LLLP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Gene W. Schneider

  	
   

  	
  By:

  	
   

  	
  /s/ Gene W. Schneider

  
	
  Gene W. Schneider

  	
   

  	
   

  	
   

  	
  Name: Gene W. Schneider

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Executive Director

  



 


 


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  The GWS Trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Tina M. Wildes

  	
   

  	
   

  	
   

  	
  Name: Tina M. Wildes

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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  Rochelle Limited Partnership

  	
   

  	
  Rochelle Investment Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Curtis W. Rochelle

  	
   

  	
   

  	
   

  	
  Name: Curtis W. Rochelle

  
	
   

  	
   

  	
  Title: Attorney-in-Fact

  	
   

  	
   

  	
   

  	
  Title: Attorney-in-Fact

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jim
  Rochelle

  	
   

  	
   

  	
   

  	
  Kathleen
  Jaure

  
	
   

  	
   

  	
  By
  Curtis W. Rochelle, Attorney-in-Fact

  	
   

  	
   

  	
   

  	
  By
  Curtis W. Rochelle, Attorney-in-Fact

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  April
  Brimmer Kunz

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By
  Curtis W. Rochelle, Attorney-in-Fact

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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  Albert & Carolyn Company

  	
   

  	
  Carollo Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Albert M. Carollo, Sr.

  	
   

  	
  By:

  	
   

  	
  /s/ Albert M. Carollo, Sr.

  
	
   

  	
   

  	
  Name: Albert M. Carollo,
  Sr.

  	
   

  	
   

  	
   

  	
  Name: Albert M. Carollo,
  Sr.

  
	
   

  	
   

  	
  Title: Attorney-in-Fact

  	
   

  	
   

  	
   

  	
  Title: Attorney-in-Fact

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James R. Carollo Living Trust

  	
   

  	
  John B. Carollo Living Trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Albert M. Carollo, Sr.

  	
   

  	
  By:

  	
   

  	
  /s/ Albert M. Carollo, Sr.

  
	
   

  	
   

  	
  Name: Albert M. Carollo,
  Sr.

  	
   

  	
   

  	
   

  	
  Name: Albert M. Carollo,
  Sr.

  
	
   

  	
   

  	
  Title: Attorney-in-Fact

  	
   

  	
   

  	
   

  	
  Title: Attorney-in-Fact

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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