EXHIBIT 10.19



May 8, 2003




Mr. Robert R. Bennett
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado  80112

Re:      Personal Use of Company Aircraft

Dear Dob:

This letter (this "Agreement") sets forth our agreement with respect to your
personal use of aircraft (the "Aircraft") owned or leased by Liberty Media
Corporation ("LMC").

     1.  USE OF AIRCRAFT.  During the Term (as defined below), you may use an
         average of up to $250,000 per year worth of flight time (the "Annual
         Allotment") on the Aircraft for personal use ("Personal Flight Time").
         For purposes of this paragraph, Personal Flight Time will be determined
         based upon the "aggregate incremental cost" (within the meaning of Item
         402(b) of Regulation S-K under the Securities Exchange Act of 1934, as
         currently in effect) to LMC of your personal use of the Aircraft. You
         may exceed the unused Annual Allotments during any year of the Term (as
         defined below) provided that (i) you do not exceed $500,000 worth of
         Personal Flight Time in any given year, (ii) the aggregate worth of
         your Personal Flight Time does not exceed $1,250,000 at the end of the
         fourth year of the Term and (iii) any cumulative excess of Personal
         Flight Time over an annual average of $250,000 at the end of the fourth
         year of the Term will be applied to reduce the Annual Allotment for the
         fifth year. You may schedule Personal Flight Time with LMC's flight
         department subject to availability of the Aircraft. At no time will LMC
         have any obligation to pay you for unused Annual Allotments and LMC
         will have no obligation to continue to own or lease any Aircraft.

     2.  IRS REPORTING.  The value of Personal Flight Time will be included in
         your W-2 in accordance with applicable IRS regulations.

     3.  TERM. The term of this Agreement (the "Term") will commence on January
         1, 2003 and expire on the earliest of (i) December 31, 2007, (ii) the
         date that you cease to be employed by LMC and (iii) the date that LMC
         ceases to own or lease any Aircraft (the "Termination Date"). LMC will
         have no further obligation to you under this Agreement as of the
         Termination Date and any unused Annual





         Allotments shall expire. Similarly, provided that you have complied
         with the limitations on Personal Flight Time prescribed by the third
         sentence of paragraph 1, you will have no obligation to reimburse LMC
         if for any reason your average annual Personal Flight Time exceeds
         $250,000 at the end of the Term.

     4.  GOVERNING LAW.  This Agreement  will be governed by, and will be
         construed and enforced in accordance with, the laws of the State of
         Colorado without regard to the conflicts of laws principles of that
         jurisdiction,

     5.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
         understanding between the parties with respect to the subject matter
         hereof and supersedes any and all previous written or oral
         representations, promises, agreements or understandings of whatever
         nature between the parties with respect to the subject matter. This
         Agreement may not be altered or amended except by an agreement in
         writing signed by both parties. This Agreement may be signed in
         counterparts.

If you are in agreement with the foregoing, please execute the enclosed copy of
this letter.

Very truly yours,

LIBERTY MEDIA CORPORATION



By:
   -------------------------------
        Charles Y. Tanabe
        Senior Vice President


AGREED:


----------------------------------
        Robert R. Bennett




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