SC TO-I

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule TO

(Rule 14d-100)

Tender Offer Statement under Section

14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

Expedia, Inc.

(Name of Subject Company (Issuer))

Expedia, Inc. (Issuer)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

Common Stock, Par Value $.001 Per Share

(Title of Class of Securities)

30212P105

(CUSIP Number of Class of Securities)

Burke F. Norton, Esq.

Executive Vice President, General Counsel and Secretary

Expedia, Inc.

3150 139th Avenue S.E.

Bellevue, WA 98005

Telephone: (425) 679-7200

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Pamela S. Seymon, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$660,000,000	$70,620

*	Calculated solely for purposes of determining the amount of the filing fee. Pursuant to rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that 30,000,000 outstanding shares of common stock, par value $.001 per share, are being purchased at the maximum possible tender offer price of $22.00 per share.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $107.00 per million of the value of the transaction.

o   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o   third-party tender offer subject to Rule 14d-1.

x  issuer tender offer subject to Rule 13e-4.

o   going-private transaction subject to Rule 13e-3.

o   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

This Tender Offer Statement on Schedule TO relates to the tender offer by Expedia, Inc., a Delaware corporation (“Expedia”), to purchase for cash up to 30,000,000 shares of its common stock, par value $.001 per share, at a price not more than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated December 11, 2006 (the “Offer to Purchase”) and the accompanying letter of transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the tender offer. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

1.   Summary Term Sheet.

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

2.   Subject Company Information.

(a) Name and Address.  The name of the issuer is Expedia, Inc. The address of the principal executive offices of Expedia, Inc. is 3150 139th Avenue S.E., Bellevue, Washington 98005. The telephone number of the principal executive offices of Expedia, Inc. is (425) 679-7200.

(b) Securities.  The information set forth in the Introduction to the Offer to Purchase is incorporated herein by reference.

(c) Trading Market and Price.  The information set forth in Section 8 of the Offer to Purchase (“Price Range of Shares; Dividends”) is incorporated herein by reference.

3.   Identity and Background of Filing Person.

Expedia, Inc. is the filing person. Expedia, Inc.’s address and telephone number are set forth in Item 2 above. The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

4.   Terms of the Transaction.

(a) Material Terms.  The following sections of the Offer to Purchase contain information regarding the material terms of the transaction and are incorporated herein by reference.

•  Summary Term Sheet;

•  Introduction;

•  Section 1 (“Number of Shares; Proration”);

•  Section 2 (“Purpose of the Tender Offer”);

•  Section 3 (“Procedures for Tendering Shares”);

•  Section 4 (“Withdrawal Rights”);

•  Section 5 (“Purchase of Shares and Payment of Purchase Price”);

•  Section 6 (“Conditional Tender of Shares”);

•  Section 7 (“Conditions of the Tender Offer”);

•  Section 9 (“Source and Amount of Funds”);

•  Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”);

•  Section 14 (“U.S. Federal Income Tax Consequences”); and

•  Section 15 (“Extension of the Tender Offer; Termination; Amendment”).

(b) Purchases.  The information set forth in the Introduction to the Offer to Purchase and in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

5.   Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

6.   Purposes of the Transaction and Plans or Proposals.

(a); (b); (c) Purposes; Use of Securities Acquired; Plans.  The following sections of the Offer to Purchase, which contain information regarding the purposes of the transaction, use of securities acquired and plans, are incorporated herein by reference.

•  Summary Term Sheet; and

•  Section 2 (“Purpose of the Tender Offer”).

7.   Source and Amount of Funds and Other Consideration.

(a); (b); (d) Source of Funds; Conditions; Borrowed Funds.  The information set forth in Section 9 of the Offer to Purchase (“Source and Amount of Funds”) is incorporated herein by reference.

8.   Interest in Securities of the Subject Company.

(a); (b) Securities Ownership; Securities Transactions.  The information set forth in Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) is incorporated herein by reference.

9.   Persons/Assets Retained, Employed, Compensated or Used.

The information set forth in Section 16 of the Offer to Purchase (“Fees and Expenses”) is incorporated herein by reference.

10.   Financial Statements.

(a); (b) Financial Information; Pro Forma Information.  Not applicable.

11.   Additional Information

(a) Agreements, Regulatory Requirements and Legal Proceedings.  The information set forth in Section 10 of the Offer to Purchase (“Certain Information Regarding Expedia”), Section 11 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares”) and Section 13 of the Offer to Purchase (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(b) Other Material Information.  The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

12.   Exhibits

(a)(1)(A)	Offer to Purchase, dated December 11, 2006
(a)(1)(B)	Letter of Transmittal
(a)(1)(C)	Notice of Guaranteed Delivery
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated December 11, 2006

(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated December 11, 2006
(a)(1)(F)	Letter from the Trustee of the Expedia Retirement Savings Plan to plan participants, dated December 11, 2006
(a)(1)(G)	Direction Form for participants in the Expedia Retirement Savings Plan
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(A)	Summary Advertisement, dated December 11, 2006
(a)(5)(B)	Letter from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to stockholders of Expedia, Inc., dated December 11, 2006
(a)(5)(C)	Press release, dated December 8, 2006
(b)(1)	Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, Inc., a Nevada corporation, Hotels.com, a Delaware corporation, and Hotwire, Inc., a Delaware corporation, as Borrowers; the Lenders party thereto; Bank of America, N.A., as Syndication Agent; Wachovia Bank, N.A. and The Royal Bank of Scotland PLC, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent(1)
(b)(2)	First Amendment, dated as of December 7, 2006, to the Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation; Travelscape LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation; Hotwire, Inc., a Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent
(d)(1)	Expedia, Inc. Non-Employee Director Deferred Compensation Plan(2)
(d)(2)	Expedia, Inc. 2005 Stock and Annual Incentive Plan(3)
(d)(3)	Summary of Expedia Non-Employee Director Compensation Arrangements(2)
(d)(4)	Stockholders Agreement between Liberty Media Corporation and Barry Diller, dated as of August 9, 2005(4)
(d)(5)	Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller, dated as of August 9, 2005(4)
(d)(6)	Separation Agreement, dated as of August 9, 2005, by and between IAC/InterActiveCorp and Expedia, Inc.(4)
(d)(7)	Tax Sharing Agreement dated as of August 9, 2005, by and between IAC/InterActiveCorp and Expedia, Inc.(4)
(d)(8)	Form of Expedia, Inc. Restricted Stock Unit Agreement (directors)(4)
(d)(9)	Expedia Executive Deferred Compensation Plan, effective as of August 9, 2005(5)
(d)(10)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Dara Khosrowshahi, dated as of March 7, 2006(6)
(d)(11)	Employment Agreement by and between Michael Adler and Expedia, Inc., effective as of May 16, 2006(7)
(d)(12)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Michael B. Adler, effective as of May 16, 2006(7)
(d)(13)	Employment Agreement by and between Burke Norton and Expedia, Inc., effective October 25, 2006(7)
(d)(14)	Expedia, Inc. Restricted Stock Unit Agreement (First Agreement) between Expedia, Inc. and Burke Norton, dated as of October 25, 2006(7)
(d)(15)	Expedia, Inc. Restricted Stock Unit Agreement (Second Agreement) between Expedia, Inc. and Burke Norton, dated as of October 25, 2006(7)
(d)(16)	Form of Expedia, Inc. Restricted Stock Unit Agreement (domestic employees)(7)

(d)(17)	Equity Warrant Agreement for Warrants to Purchase up to 14,590,514 Shares of Common Stock expiring February 4, 2009, between Expedia, Inc. and The Bank of New York, as Equity Warrant Agent, dated as of August 9, 2005(8)
(d)(18)	Stockholder Equity Warrant Agreement for Warrants to Purchase up to 11,450,182 Shares of Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent, dated as of August 9, 2005(8)
(d)(19)	Optionholder Equity Warrant Agreement for Warrants to Purchase up to 1,558,651 Shares of Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent, dated as of August 9, 2005(8)
(d)(20)	Indenture, dated as of August 21, 2006, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto, and The Bank of New York Trust Company, N.A., as Trustee, relating to Expedia, Inc.’s 7.456% Senior Notes due 2018(7)
(d)(21)	Registration Rights Agreement dated August 21, 2006 by and among Expedia, Inc., the Subsidiary Guarantors listed therein, and J.P. Morgan Securities Inc. and Lehman Brothers Inc., as representatives of the initial purchasers of Expedia, Inc.’s 7.456% Senior Notes due 2018(7)
(d)(22)	Expedia Retirement Savings Plan
(d)(23)	Trust Agreement between Expedia, Inc. and Fidelity Management Trust Company, dated as of August 15, 2005, relating to the Expedia Retirement Savings Plan
(g)	Not applicable
(h)	Not applicable

(1)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on July 14, 2005
(2)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4/A (File No. 333-124303-01) filed on June 13, 2005
(3)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-8 (File No. 333-127324) filed on August 9, 2005
(4)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005
(5)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on December 20, 2005
(6)	Incorporated by reference to Expedia, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005
(7)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006
(8)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form 8-A/A filed on August 22, 2005

13.   Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXPEDIA, INC.

By:  /s/  Burke F. Norton

Name: Burke F. Norton

Title:  Executive Vice President,
General Counsel & Secretary

Dated: December 11, 2006

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated December 11, 2006.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated December 11, 2006.
(a)(1)(E)	Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated December 11, 2006.
(a)(1)(F)	Letter from the Trustee of the Expedia Retirement Savings Plan to plan participants, dated December 11, 2006.
(a)(1)(G)	Direction Form for participants in the Expedia Retirement Savings Plan.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Summary Advertisement, dated December 11, 2006.
(a)(5)(B)	Letter from Dara Khosrowshahi, Chief Executive Officer of Expedia, Inc., to stockholders of Expedia, Inc., dated December 11, 2006.
(a)(5)(C)	Press release, dated December 8, 2006.
(b)(1)	Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, Inc., a Nevada corporation, Hotels.com, a Delaware corporation, and Hotwire, Inc., a Delaware corporation, as Borrowers; the Lenders party thereto; Bank of America, N.A., as Syndication Agent; Wachovia Bank, N.A. and The Royal Bank of Scotland PLC, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent(1)
(b)(2)	First Amendment, dated as of December 7, 2006, to the Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a Delaware corporation; Expedia, Inc., a Washington corporation; Travelscape LLC, a Nevada limited liability company; Hotels.com, a Delaware corporation; Hotwire, Inc., a Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders from time to time party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent
(d)(1)	Expedia, Inc. Non-Employee Director Deferred Compensation Plan(2)
(d)(2)	Expedia, Inc. 2005 Stock and Annual Incentive Plan(3)
(d)(3)	Summary of Expedia Non-Employee Director Compensation Arrangements(2)
(d)(4)	Stockholders Agreement between Liberty Media Corporation and Barry Diller, dated as of August 9, 2005(4)
(d)(5)	Governance Agreement, by and among Expedia, Inc., Liberty Media Corporation and Barry Diller, dated as of August 9, 2005(4)
(d)(6)	Separation Agreement, dated as of August 9, 2005, by and between IAC/InterActiveCorp and Expedia, Inc.(4)
(d)(7)	Tax Sharing Agreement dated as of August 9, 2005, by and between IAC/InterActiveCorp and Expedia, Inc.(4)
(d)(8)	Form of Expedia, Inc. Restricted Stock Unit Agreement (directors)(4)
(d)(9)	Expedia Executive Deferred Compensation Plan, effective as of August 9, 2005(5)
(d)(10)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Dara Khosrowshahi, dated as of March 7, 2006(6)
(d)(11)	Employment Agreement by and between Michael Adler and Expedia, Inc., effective as of May 16, 2006(7)
(d)(12)	Expedia, Inc. Restricted Stock Unit Agreement between Expedia, Inc. and Michael B. Adler, effective as of May 16, 2006(7)
(d)(13)	Employment Agreement by and between Burke Norton and Expedia, Inc., effective October 25, 2006(7)

(d)(14)	Expedia, Inc., Restricted Stock Unit Agreement (First Agreement) between Expedia, Inc. and Burke Norton, dated as of October 25, 2006(7)
(d)(15)	Expedia, Inc. Restricted Stock Unit Agreement (Second Agreement) between Expedia, Inc. and Burke Norton, dated as of October 25, 2006(7)
(d)(16)	Form of Expedia, Inc. Restricted Stock Unit Agreement (domestic employees)(7)
(d)(17)	Equity Warrant Agreement for Warrants to Purchase up to 14,590,514 Shares of Common Stock expiring February 4, 2009, between Expedia, Inc. and The Bank of New York, as Equity Warrant Agent, dated as of August 9, 2005(8)
(d)(18)	Stockholder Equity Warrant Agreement for Warrants to Purchase up to 11,450,182 Shares of Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent, dated as of August 9, 2005(8)
(d)(19)	Optionholder Equity Warrant Agreement for Warrants to Purchase up to 1,558,651 Shares of Common Stock, between Expedia, Inc. and Mellon Investor Services LLC, as Equity Warrant Agent, dated as of August 9, 2005(8)
(d)(20)	Indenture, dated as of August 21, 2006, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto, and The Bank of New York Trust Company, N.A., as Trustee, relating to Expedia, Inc.’s 7.456% Senior Notes due 2018(7)
(d)(21)	Registration Rights Agreement dated August 21, 2006 by and among Expedia, Inc., the Subsidiary Guarantors listed therein, and J.P. Morgan Securities Inc. and Lehman Brothers Inc., as representatives of the initial purchasers of Expedia, Inc.’s 7.456% Senior Notes due 2018(7)
(d)(22)	Expedia Retirement Savings Plan
(d)(23)	Trust Agreement between Expedia, Inc. and Fidelity Management Trust Company, dated as of August 15, 2005, relating to the Expedia Retirement Savings Plan
(g)	Not applicable
(h)	Not applicable

(1)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on July 14, 2005
(2)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-4/A (File No. 333-124303-01) filed on June 13, 2005
(3)	Incorporated by reference to Expedia, Inc.’s Registration Statement on Form S-8 (File No. 333-127324) filed on August 9, 2005
(4)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005
(5)	Incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on December 20, 2005
(6)	Incorporated by reference to Expedia, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005
(7)	Incorporated by reference to Expedia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006
(8)	Incorporated by reference to Expedia, Inc.’s Registration Statement on For 8-A/A filed on August 22, 2005

EX-99.A.1.A

Exhibit (a)(1)(A)

OFFER TO PURCHASE FOR CASH

Up to 30,000,000 Shares of its Common Stock

At a Purchase Price Not Greater Than $22.00

Nor Less Than $18.50 Per Share

by

Expedia, Inc.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 10, 2007, UNLESS EXPEDIA EXTENDS THE TENDER OFFER.

Expedia, Inc., a Delaware corporation (“Expedia”), is offering to purchase for cash up to 30,000,000 shares of its common stock, par value $.001 per share, upon the terms and subject to the conditions set forth in this document and the letter of transmittal (which together, as they may be amended and supplemented from time to time, constitute the tender offer). On the terms and subject to the conditions of the tender offer, we will determine the single per share price, not greater than $22.00 nor less than $18.50 per share, net to you in cash, without interest, that we will pay for shares properly tendered and not properly withdrawn in the tender offer, taking into account the total number of shares so tendered and the prices specified by the tendering stockholders. We will select the lowest purchase price that will allow us to purchase 30,000,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn, at prices not greater than $22.00 nor less than $18.50 per share. Expedia will purchase at the purchase price all shares properly tendered at prices at or below the purchase price and not properly withdrawn, on the terms and subject to the conditions of the tender offer, including the odd lot, conditional tender and proration provisions. We reserve the right, in our sole discretion, to purchase more than 30,000,000 shares in the tender offer, subject to applicable law. Expedia will not purchase shares tendered at prices greater than the purchase price and shares that we do not accept for purchase because of proration provisions or conditional tenders. Shares not purchased in the tender offer will be returned to the tendering stockholders at our expense as promptly as practicable after the expiration of the tender offer. See Section 1.

THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7.

IMPORTANT

If you wish to tender all or any part of your shares, you must either (1) (a) complete and sign a letter of transmittal according to the instructions in the letter of transmittal and mail or deliver it, together with any required signature guarantee and any other required documents, including the share certificates, to The Bank of New York, the depositary for the tender offer, or (b) tender the shares according to the procedure for book-entry transfer described in Section 3, or (2) request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that person if you desire to tender your shares. If you desire to tender your shares and (1) your share certificates are not immediately available or cannot be delivered to the depositary, (2) you cannot comply with the procedure for book-entry transfer, or (3) you cannot deliver the other required documents to the depositary by the expiration of the tender offer, you must tender your shares according to the guaranteed delivery procedure described in Section 3.

Holders or beneficial owners of shares under the Expedia Retirement Savings Plan (if such shares are not, at the time of tender, subject to any restrictions on transferability) who wish to tender any of such shares in the tender offer must follow the separate instructions and procedures described in Section 3.

OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER.  HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER YOUR SHARES. IN SO DOING, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. OUR DIRECTORS AND EXECUTIVE OFFICERS AND LIBERTY MEDIA CORPORATION HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE TENDER OFFER.

The shares are quoted on The Nasdaq Stock Market under the ticker symbol “EXPE.” We publicly announced the tender offer prior to the close of trading on The Nasdaq Stock Market on December 8, 2006. On December 7, 2006, the reported closing price of the shares on The Nasdaq Stock Market was $18.62 per share. We urge stockholders to obtain current market quotations for the shares. See Section 8.

You may direct questions and requests for assistance to MacKenzie Partners, Inc., the information agent for the tender offer at their address and telephone number set forth on the back cover page of this document. You may also direct requests for additional copies of this document, the letter of transmittal or the notice of guaranteed delivery to the information agent.

December 11, 2006

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the tender offer. We have not authorized any person to give any information or to make any representation in connection with the tender offer other than those contained in this document or in the letter of transmittal. If given or made, you must not rely upon any such information or representation as having been authorized by us.

We are not making the tender offer to (nor will we accept any tender of shares from or on behalf of) holders in any jurisdiction in which the making of the tender offer or the acceptance of any tender of shares would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary for us to make the tender offer in any such jurisdiction and extend the tender offer to holders in such jurisdiction.

TABLE OF CONTENTS

	Page
FORWARD-LOOKING STATEMENTS		i
SUMMARY TERM SHEET		1
INTRODUCTION		5
THE TENDER OFFER		6
1.    Number of Shares; Proration		6
2.    Purpose of the Tender Offer		9
3.    Procedures for Tendering Shares		10
4.    Withdrawal Rights		14
5.    Purchase of Shares and Payment of Purchase Price		14
6.    Conditional Tender of Shares		15
7.    Conditions of the Tender Offer		16
8.    Price Range of Shares; Dividends		18
9.    Source and Amount of Funds		18
10.  Certain Information Concerning Expedia		19
11.  Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares		20
12.  Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act		29
13.  Legal Matters; Regulatory Approvals		29
14.  U.S. Federal Income Tax Consequences		30
15.  Extension of the Tender Offer; Termination; Amendment		31
16.  Fees and Expenses		32
17.  Miscellaneous		33

i

FORWARD-LOOKING STATEMENTS

This offer to purchase, the documents incorporated by reference and other written reports and oral statements made from time to time by Expedia, Inc. may contain “forward-looking statements” regarding future events and our future results. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons, including, without limitation, those discussed elsewhere in this offer to purchase, the documents incorporated by reference and in our other reports filed with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. In addition, please refer to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and our Annual Report on Form 10-K for the year ended December 31, 2005, in each case as filed with the Securities and Exchange Commission, for additional information on risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements or that may otherwise impact us and our business.

These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

Please carefully review and consider the various disclosures made in this offer to purchase and in our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business, results of operations, financial condition or prospects.

ii

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. It highlights the most material information in this document, but you should realize that it does not describe all of the details of the tender offer to the same extent described in this document. We urge you to read the entire document and the letter of transmittal because they contain the full details of the tender offer. We have included references to the sections of this document where you will find a more complete discussion. Unless otherwise indicated, references to shares are to shares of our common stock, and not to shares of our Class B common stock or any other securities.

Who is offering to purchase my shares?	Expedia, Inc. is offering to purchase your shares.
What will the purchase price for the shares be?	We will determine the purchase price that we will pay per share as promptly as practicable after the tender offer expires. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering stockholders, we can purchase 30,000,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn prior to the expiration date. The purchase price will not be greater than $22.00 nor less than $18.50 per share. We will pay this purchase price in cash, without interest, for all the shares we purchase under the tender offer, even if some of the shares are tendered at a price below the purchase price. See Section 1.
How many shares will Expedia purchase?	We will purchase 30,000,000 shares properly tendered in the tender offer, or such fewer number of shares as are properly tendered and not properly withdrawn prior to the expiration date. The 30,000,000 shares represent approximately 9.8% of our outstanding common stock as of December 1, 2006. The 30,000,000 shares represent approximately 9.1% of the total number of shares of our outstanding common stock and Class B common stock and 5.3% of the combined voting power of our outstanding common stock and Class B common stock as of December 1, 2006. Expedia expressly reserves the right to purchase an additional number of shares of common stock not to exceed 2% of the outstanding shares of common stock, and could decide to purchase more shares, subject to applicable legal requirements. See Section 1. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7.
What will happen if more than 30,000,000 shares are tendered at or below the purchase price?	If more than 30,000,000 shares are tendered at or below the purchase price, we will purchase all shares tendered at or below the purchase price on a pro rata basis, except for “odd lots” (lots held by owners of less than 100 shares), which we will purchase on a priority basis as described in the immediately following paragraph and except for shares that were conditionally tendered and for which the condition was not satisfied.
If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration?	If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1.
How will Expedia pay for the shares?	We anticipate that we will obtain all of the funds necessary to purchase shares tendered in the tender offer, and to pay related fees and expenses, through cash on hand and/or through the proceeds of

1

	additional indebtedness that we may incur either in the form of borrowings under our current bank credit facility or through the public and/or private placement of new debt securities. The tender offer is not subject to the receipt of financing by us. See Section 9.
How long do I have to tender my shares?	You may tender your shares until the tender offer expires. The tender offer will expire on Wednesday, January 10, 2007, at 5:00 p.m., New York City time, unless we extend it. See Section 1. We may choose to extend the tender offer for any reason, subject to applicable laws. We cannot assure you that we will extend the tender offer or indicate the length of any extension that we may provide. See Section 15. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee to find out their deadline.
Can the tender offer be extended, amended or terminated, and under what circumstances?	We can extend or amend the tender offer in our sole discretion. If we extend the tender offer, we will delay the acceptance of any shares that have been tendered. We can terminate the tender offer under certain circumstances. See Section 7 and Section 15.
How will I be notified if Expedia extends the tender offer or amends the terms of the tender offer?	We will issue a press release no later than 9:00 a.m., New York City time, on the business day after the scheduled expiration date if we decide to extend the tender offer. We will announce any amendment to the tender offer by making a public announcement of the amendment. See Section 15.
What is the purpose of the tender offer?	Expedia believes that the tender offer is a prudent use of its financial resources given its business profile, capital structure, assets and the current market price of the shares, and that investing in its own shares is an attractive use of capital and an efficient means to provide value to its stockholders. The tender offer represents the opportunity for Expedia to return cash to stockholders who elect to tender their shares, while at the same time increasing non-tendering stockholders’ proportionate interest in Expedia. Expedia believes the tender offer, if completed, will be accretive to earnings per share. See Section 2 and Section 10.
Are there any conditions to the tender offer?	Yes. The tender offer is subject to conditions, such as the absence of court and governmental action prohibiting the tender offer and of changes in general market conditions or our business that, in our reasonable judgment, are or may be materially adverse to us, as well as other conditions. See Section 7.
Following the tender offer, will Expedia continue as a public company?	Yes. The completion of the tender offer in accordance with its terms and conditions will not cause Expedia’s shares to cease to be quoted on The Nasdaq Stock Market (“Nasdaq”) or to stop being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Section 12.
How do I tender my shares?	The tender offer will expire at 5:00 p.m., New York City time, on Wednesday, January 10, 2007, unless Expedia extends the tender offer. To tender your shares prior to the expiration of the tender offer: you must deliver your share certificate(s) and a properly completed and duly executed letter of transmittal to the depositary at the address

2

	appearing on the back cover page of this document; or the depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed letter of transmittal; or you must request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you; or you must comply with the guaranteed delivery procedure. You should contact the information agent if you need assistance. See Section 3 and the instructions to the letter of transmittal.
	Please note that Expedia will not purchase your shares in the tender offer unless the depositary receives the required documents prior to the expiration of the tender offer. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that they have an earlier deadline for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.
Once I have tendered shares in the tender offer, can I withdraw my tender?	You may withdraw any shares you have tendered at any time before the expiration of the tender offer which will occur at 5:00 p.m., New York City time, on Wednesday, January 10, 2007, unless we extend the tender offer. If we have not accepted for payment the shares you have tendered to us, you may also withdraw your shares after 12:00 Midnight, New York City time, on Wednesday, February 7, 2007. See Section 4.
How do I withdraw shares I previously tendered?	You must deliver, on a timely basis, a written or facsimile notice of your withdrawal to the depositary at the address appearing on the back cover page of this document. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of these shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4.
	Individuals who own shares through the Expedia Retirement Savings Plan who wish to withdraw their shares must follow the instructions found in the materials sent to them separately. See Section 4.
Can I participate in the tender offer if I hold shares through the Expedia Retirement Savings Plan?	Yes. Participants who hold shares of Expedia common stock through the Expedia Retirement Savings Plan will receive instruction forms which they may use to direct the trustee for the plan to tender eligible shares held through their accounts. See Section 3.
How do holders of vested stock options for shares participate in the tender offer?	If you hold vested but unexercised options, you may exercise such options in accordance with the terms of the applicable stock option plans and tender the shares received upon such exercise in accordance with this tender offer. See Section 3.
How do holders of warrants or preferred stock participate in the tender offer?	If you hold exercisable warrants for common stock, you may exercise such warrants in accordance with the terms of the applicable warrant agreement and tender the shares received upon such exercise in accordance with this tender offer. If you hold shares of our Series A preferred stock, you may convert those preferred shares into shares of common stock in accordance with the terms of the preferred stock and

3

	tender the shares received upon such conversion in accordance with this tender offer. See Section 3.
Has Expedia or its Board of Directors adopted a position on the tender offer?	Our Board of Directors has approved the tender offer. However, neither we nor our Board of Directors makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you choose to tender your shares. In so doing, you should read carefully the information in this offer to purchase and in the letter of transmittal, including our reasons for making the tender offer. Our directors and executive officers and Liberty Media Corporation have advised us that they do not intend to tender any shares in the tender offer. See Section 11.
If I decide not to tender, how will the tender offer affect my shares?	Stockholders who choose not to tender will own a greater percentage interest in our outstanding common stock immediately following the consummation of the tender offer.
What is the recent market price for the shares?	We publicly announced the tender offer on December 8, 2006, prior to the close of trading on Nasdaq on that date. On December 7, 2006, the reported closing price of the shares on Nasdaq was $18.62 per share. On December 8, 2006, the last trading day prior to the commencement of the tender offer, the reported closing price of the shares on Nasdaq was $20.46. We urge you to obtain current market quotations for the shares. See Section 8.
When will Expedia pay for the shares I tender?	We will pay the purchase price, net to you in cash, without interest, for the shares we purchase as promptly as practicable after the expiration of the tender offer and the acceptance of the shares for payment; provided, however, that, if proration is required, we do not expect to announce the results of the pro ration and begin paying for tendered shares until at least five business days after the expiration of the tender offer. See Section 5.
Will I have to pay brokerage commissions if I tender my shares?	If you are a registered stockholder and you tender your shares directly to the depositary, you will not incur any brokerage commissions. If you hold shares through a broker or bank, we urge you to consult your broker or bank to determine whether transaction costs are applicable. See Section 3.
What are the U.S. federal income tax consequences if I tender my shares?	Generally, you will be subject to U.S. federal income taxation when you receive cash from us in exchange for the shares you tender. In addition, the receipt of cash for your tendered shares will be treated either as (1) consideration received in respect of a sale or exchange or (2) a distribution from us in respect of our stock. See Section 14.
Will I have to pay any stock transfer tax if I tender my shares?	If you instruct the depositary in the letter of transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. See Section 5.
Whom can I talk to if I have questions?	The information agent can help answer your questions. The information agent is MacKenzie Partners, Inc. Their contact information is set forth on the back cover page of this document.

4

INTRODUCTION

To the Holders of our Common Stock:

We invite our stockholders to tender shares of our common stock, par value $.001 per share, for purchase by us. Upon the terms and subject to the conditions set forth in this offer to purchase and in the letter of transmittal, we are offering to purchase up to 30,000,000 shares at a price not greater than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest.

We will select the lowest purchase price within the range that will allow us to buy 30,000,000 shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not properly withdrawn. We will acquire all shares that we purchase in the tender offer at the same purchase price regardless of whether the stockholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in this offer to purchase, we may not purchase all of the shares tendered at or below the purchase price if more than the number of shares we seek are properly tendered. We will return tendered shares that we do not purchase to the tendering stockholders at our expense as promptly as practicable after the expiration of the tender offer. See Section 1.

We reserve the right to purchase more than 30,000,000 shares pursuant to the tender offer, subject to certain limitations and legal requirements. See Section 1.

The tender offer will expire at 5:00 p.m., New York City time, on Wednesday, January 10, 2007, unless extended (such date and time, as the same may be extended, the “expiration date”). We may, in our sole discretion, extend the period of time in which the tender offer will remain open.

Stockholders must complete the section of the letter of transmittal relating to the price at which they are tendering shares in order to properly tender shares.

We will pay the purchase price, net to the tendering stockholders in cash, without interest, for all shares that we purchase. Tendering stockholders whose shares are registered in their own names and who tender directly to The Bank of New York, the depositary in the tender offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 9 to the letter of transmittal, stock transfer taxes on the purchase of shares by us under the tender offer. If you own your shares through a bank, broker, dealer, trust company or other nominee and that person tenders your shares on your behalf, that person may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions. See Section 7.

OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE OR PURCHASE PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER YOUR SHARES. IN SO DOING, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. SEE SECTION 2. OUR DIRECTORS AND EXECUTIVE OFFICERS AND LIBERTY MEDIA CORPORATION HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY SHARES IN THE TENDER OFFER.

If, at the expiration date, more than 30,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares:

•  first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date;

5

•  second, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by us, other than stockholders who tender conditionally and whose conditions are not satisfied; and

•  third, only if necessary to permit us to purchase 30,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) from holders who have tendered shares at or below the purchase price subject to the condition that a specified minimum number of the holder’s shares be purchased if any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures.

Section 14 of this offer to purchase describes various United States federal income tax consequences of a sale of shares under the tender offer.

Participants in the Expedia Retirement Savings Plan may not use the letter of transmittal to direct the tender of their shares held in the plan but instead must follow the separate instructions related to those shares. If the trustee for the plan has not received a participant’s instructions at least three business days prior to the expiration date of the tender offer, the trustee may not tender any shares held on behalf of that participant.

Holders of vested but unexercised options to purchase shares may exercise such options in accordance with the applicable option plan and tender some or all of the shares issued upon such exercise. Holders of exercisable warrants for common stock may exercise such warrants in accordance with the terms of the applicable warrant agreement and tender some or all of the shares issued upon such exercise. Holders of our Series A preferred stock may convert their shares into shares of common stock in accordance with the terms of the preferred stock and tender some or all of the shares issued upon such conversion. In order to validly tender shares in the tender offer, you must exercise or convert your options, warrants or preferred stock, as the case may be. Only tenders of common stock will be accepted under the terms of the tender offer.

As of December 1, 2006, we had issued and outstanding 305,671,754 shares of common stock and 25,599,998 shares of Class B common stock. The 30,000,000 shares of common stock that we are offering to purchase represent approximately 9.8% of the shares of common stock then outstanding, and represent 9.1% of the total number of shares of common stock and shares of Class B common stock then outstanding and 5.3% of the total combined voting power of the common stock and Class B common stock then outstanding. The shares of common stock are quoted on Nasdaq under the ticker symbol “EXPE.” See Section 8. We urge stockholders to obtain current market quotations for the shares.

THE TENDER OFFER

1.   Number of Shares; Proration.

General.  Upon the terms and subject to the conditions of the tender offer, Expedia will purchase 30,000,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn in accordance with Section 4, before the scheduled expiration date of the tender offer, at prices not greater than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest.

The term “expiration date” means 5:00 p.m., New York City time, on Wednesday, January 10, 2007, unless and until Expedia, in its sole discretion, shall have extended the period of time during which the tender offer will remain open, in which event the term “expiration date” shall refer to the latest time and date at which the tender offer, as so extended by Expedia, shall expire. See Section 15 for a description of Expedia’s right to extend, delay, terminate or amend the tender offer. In accordance with the rules of the Securities and Exchange Commission, Expedia may, and Expedia expressly reserves the right to, purchase under the tender offer an additional number of shares not to exceed 2% of the outstanding shares of common stock without amending or extending the tender offer. See Section 15. In

6

the event of an over-subscription of the tender offer as described below, shares tendered at or below the purchase price will be subject to proration, except for odd lots. The proration period and, except as described herein, withdrawal rights, expire on the expiration date.

If we

•  increase the price to be paid for shares above $22.00 per share or decrease the price to be paid for shares below $18.50 per share,

•  increase the number of shares being sought in the tender offer and this increase in the number of shares sought exceeds 2% of the outstanding shares of common stock, or

•  decrease the number of shares being sought, and

the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that we first publish, send or give notice, in the manner specified in Section 15, of any such increase or decrease, we will extend the tender offer until the expiration of ten business days from the date that we first publish notice of any increase or decrease. For the purposes of the tender offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time.

The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7.

In accordance with Instruction 5 of the letter of transmittal, stockholders desiring to tender shares must specify the price or prices, not greater than $22.00 nor less than $18.50 per share, at which they are willing to sell their shares to Expedia under the tender offer. Alternatively, stockholders desiring to tender shares can choose not to specify a price and, instead, specify that they will sell their shares at the purchase price that Expedia ultimately pays for shares properly tendered and not properly withdrawn in the tender offer, which could result in the tendering stockholder receiving a price per share as low as $18.50 or as high as $22.00. If tendering stockholders wish to maximize the chance that Expedia will purchase their shares, they should check the box in the section of the letter of transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could result in the tendered shares being purchased at the minimum price of $18.50 per share.

To tender shares properly, stockholders must specify one and only one price box in the appropriate section in each letter of transmittal. If you specify more than one price or if you fail to check any price at all you will not have validly tendered your shares. See Section 3.

As promptly as practicable following the expiration date, Expedia will, in its sole discretion, determine the purchase price that it will pay for shares properly tendered and not properly withdrawn, taking into account the number of shares tendered and the prices specified by tendering stockholders. Expedia will select the lowest purchase price, not greater than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest, that will enable it to purchase 30,000,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn in the tender offer. Expedia will purchase all shares properly tendered at or below the purchase price (and not properly withdrawn), all at the purchase price, upon the terms and subject to the conditions of the tender offer, including the odd lot, proration and conditional tender provisions.

Expedia will not purchase shares tendered at prices greater than the purchase price and shares that it does not accept in the tender offer because of proration provisions or conditional tenders. Expedia will return to the tendering stockholders shares that it does not purchase in the tender offer at Expedia’s expense as promptly as practicable after the expiration date. By following the instructions to the letter of transmittal, stockholders can specify one minimum price for a specified portion of their shares and a different minimum price for other specified shares, but stockholders must submit a separate letter of transmittal for shares tendered at each price. Stockholders also can specify the order in which Expedia will purchase the specified portions in the event that, as a result of the proration provisions or otherwise, Expedia purchases some but not all of the tendered shares pursuant to the tender offer.

7

If the number of shares properly tendered at or below the purchase price and not properly withdrawn prior to the expiration date is fewer than or equal to 30,000,000 shares, or such greater number of shares as Expedia may elect to purchase, subject to applicable law, Expedia will, upon the terms and subject to the conditions of the tender offer, purchase all such shares.

Priority of Purchases.  Upon the terms and subject to the conditions of the tender offer, if greater than 30,000,000 shares, or such greater number of shares as Expedia may elect to purchase, subject to applicable law, have been properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, Expedia will purchase properly tendered shares on the basis set forth below:

•  First, we will purchase all shares tendered by all holders of “odd lots” who:

•  tender all shares owned beneficially or of record at a price at or below the purchase price selected by us (partial tenders will not qualify for this preference); and

•  complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery.

•  Second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price selected by us on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.

•  Third, only if necessary to permit us to purchase 30,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law), shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by us, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

Expedia may not purchase all of the shares that a stockholder tenders in the tender offer even if they are tendered at prices at or below the purchase price. It is also possible that Expedia will not purchase any of the shares conditionally tendered even though those shares were tendered at prices at or below the purchase price.

Odd Lots.  For purposes of the tender offer, the term “odd lots” shall mean all shares properly tendered prior to the expiration date at prices at or below the purchase price and not properly withdrawn by any person, referred to as an “odd lot” holder, who owns beneficially or of record an aggregate of fewer than 100 shares and so certifies in the appropriate place on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, Expedia will accept odd lots for payment before proration, if any, of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have separate accounts or share certificates representing fewer than 100 shares. By accepting the tender offer, an odd lot holder who holds shares in its name and tenders its shares directly to the depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the odd lot holder’s shares on Nasdaq. Any odd lot holder wishing to tender all of its shares pursuant to the tender offer should complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery.

Proration.  If proration of tendered shares is required, Expedia will determine the proration factor as soon as practicable following the expiration date. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section 6 of this offer to purchase, proration for each stockholder that tenders shares will be based on the ratio of the total number of shares that we accept for purchase (excluding “odd lots”) to the total number of shares properly tendered (and not properly withdrawn) at or below the purchase price by all stockholders (other than “odd lot” holders).

Because of the difficulty in determining the number of shares properly tendered, including shares tendered by guaranteed delivery procedures, as described in Section 3, and not properly withdrawn, and because of the odd lot procedure and conditional tender provisions, Expedia does not expect that it will be able to announce the final proration factor or commence payment for any shares purchased under the tender offer until at least five business days after the expiration date. The preliminary results of any proration will be announced by press release as

8

promptly as practicable after the expiration date. Stockholders may obtain preliminary proration information from the information agent and may be able to obtain this information from their brokers.

As described in Section 14, the number of shares that Expedia will purchase from a stockholder under the tender offer may affect the U.S. federal income tax consequences to that stockholder and, therefore, may be relevant to that stockholder’s decision whether or not to tender shares.

We will mail this offer to purchase and the letter of transmittal to record holders of shares and we will furnish this offer to purchase to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on Expedia’s stockholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2.   Purpose of the Tender Offer.

Expedia believes that the tender offer is a prudent use of its financial resources given its business profile, capital structure, assets and the current market price of the shares, and that investing in its own shares is an attractive use of capital and an efficient means to provide value to its stockholders. The tender offer represents the opportunity for Expedia to return cash to stockholders who elect to tender their shares. Where shares are tendered by the registered owner of those shares directly to the depositary, the sale of those shares in the tender offer will permit the seller to avoid the usual transaction costs associated with open market sales. Furthermore, odd lot holders who hold shares registered in their names and tender their shares directly to the depositary and whose shares are purchased under the tender offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their shares in Nasdaq transactions.

Stockholders who do not tender their shares pursuant to the tender offer and stockholders who otherwise retain an equity interest in Expedia as a result of a partial tender of shares, proration or a conditional tender for which the condition is not satisfied will continue to be owners of Expedia and will realize a proportionate increase in their relative equity interest in Expedia immediately following consummation of the tender offer and thus in Expedia’s future earnings and assets, and will bear the attendant risks and rewards associated with owning the equity securities of Expedia, including risks associated with owning equity in a company that may be more highly leveraged than Expedia is currently. Expedia believes the tender offer, if completed, will be accretive to earnings per share. However the actual impact of the tender offer on Expedia’s earnings per share will depend upon, among other things, the terms and conditions of additional indebtedness, if any. See Section 10.

After the completion of the tender offer, Expedia expects to have sufficient cash flow and access to funding to meet its cash needs for normal operations, anticipated capital expenditures and acquisition opportunities that may arise. However, Expedia does from time to time evaluate potential acquisition opportunities, which in some cases may involve a significant amount of cash consideration, and which, as a result of the purchase of shares in the tender offer and any such acquisitions for cash using the proceeds of debt financing, could result in a significant increase in the amount of Expedia’s indebtedness and leverage. See Section 9.

Neither Expedia nor the Expedia Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which stockholders may choose to tender their shares. Expedia has not authorized any person to make any recommendation. Stockholders should carefully evaluate all information in the tender offer, should consult their own investment and tax advisors, and should make their own decisions about whether to tender shares, and, if so, how many shares to tender and the price or prices at which to tender. Expedia has been advised that none of its directors or executive officers or Liberty Media Corporation (“Liberty Media”) intends to tender any shares in the tender offer.

The tender offer is in addition to the share repurchase program authorized by our Board of Directors in August 2006, pursuant to which Expedia is authorized to repurchase up to an additional 20 million outstanding shares of common stock. Whether or not we may make such repurchases or any additional repurchases will depend on many factors, including, without limitation, the number of shares, if any, that we purchase in this tender offer, whether or not, in Expedia’s judgment, such future repurchases would be accretive to earnings per share, Expedia’s business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and such other factors as Expedia may consider relevant. Any future repurchases may be on the same terms

9

or on terms that are more or less favorable to the selling stockholders than the terms of the tender offer. Rule 13e-4 of the Exchange Act prohibits Expedia and its affiliates from purchasing any shares, other than pursuant to the tender offer, until at least ten business days after the expiration date of the tender offer, except pursuant to certain limited exceptions provided in Rule 14e-5 of the Exchange Act.

Expedia will hold in treasury any shares that it acquires pursuant to the tender offer, and such shares will be available for Expedia to issue without further stockholder action (except as required by applicable law or the rules of Nasdaq or any other securities exchange on which the shares may then be listed) for various purposes including, without limitation, acquisitions, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation programs for directors.

3.   Procedures for Tendering Shares.

Proper Tender of Shares.  For stockholders to properly tender shares under the tender offer:

•  the depositary must receive, at the depositary’s address set forth on the back cover page of this offer to purchase, share certificates (or confirmation of receipt of such shares under the procedure for book-entry transfer set forth below), together with a properly completed and duly executed letter of transmittal, including any required signature guarantees, or an “agent’s message,” and any other documents required by the letter of transmittal, before the tender offer expires, or

•  the tendering stockholder must comply with the guaranteed delivery procedure set forth below.

If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for you to act to instruct them to accept the tender offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out their applicable deadline.

In accordance with Instruction 5 of the letter of transmittal, stockholders desiring to tender shares in the tender offer must properly indicate in the section captioned (1) “Price (in Dollars) Per Share at Which Shares are Being Tendered” on the letter of transmittal the price (in multiples of $.25) at which stockholders are tendering shares or (2) “Shares Tendered at Price Determined Pursuant to the Tender Offer” in the letter of transmittal that the stockholder will accept the purchase price determined by Expedia in accordance with the terms of the tender offer.

If tendering stockholders wish to maximize the chance that Expedia will purchase their shares, they should check the box in the section of the letter of transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could have the effect of decreasing the price at which Expedia purchases tendered shares because shares tendered using this election will be available for purchase at the minimum price of $18.50 per share and, as a result, it is possible that this election could result in Expedia purchasing tendered shares at the minimum price of $18.50 per share.

A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which such stockholder tenders shares, provided that a stockholder may not tender the same shares (unless properly withdrawn previously in accordance with Section 4) at more than one price. To tender shares properly, stockholders must check one and only one price box in the appropriate section of each letter of transmittal. If you check more than one box or if you fail to check any box at all you will not have validly tendered your shares.

Odd lot holders who tender all shares must complete the section captioned “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1.

We urge stockholders who hold shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if they tender shares through the brokers or banks and not directly to the depositary.

Signature Guarantees.  Except as otherwise provided below, all signatures on a letter of transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses)

10

which is a participant in the Securities Transfer Agents Medallion Program. Signatures on a letter of transmittal need not be guaranteed if:

•  the letter of transmittal is signed by the registered holder of the shares (which term, for purposes of this Section 3, shall include any participant in The Depository Trust Company, referred to as the “book-entry transfer facility,” whose name appears on a security position listing as the owner of the shares) tendered therewith and the holder has not completed either the box captioned “Special Delivery Instructions” or the box captioned “Special Payment Instructions” in the letter of transmittal; or

•  if shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act. See Instruction 1 of the letter of transmittal.

If a share certificate is registered in the name of a person other than the person executing a letter of transmittal, or if payment is to be made to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an eligible guarantor institution.

Expedia will make payment for shares tendered and accepted for payment under the tender offer only after the depositary timely receives share certificates or a timely confirmation of the book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility as described above, a properly completed and duly executed letter of transmittal, or an agent’s message in the case of a book-entry transfer, and any other documents required by the letter of transmittal.

Method of Delivery.  The method of delivery of all documents, including share certificates, the letter of transmittal and any other required documents, is at the election and risk of the tendering stockholder. If you choose to deliver required documents by mail, we recommend that you use registered mail with return receipt requested, properly insured.

Book-Entry Delivery.  The depositary will establish an account with respect to the shares for purposes of the tender offer at the book-entry transfer facility within two business days after the date of this offer to purchase, and any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the shares by causing the book-entry transfer facility to transfer shares into the depositary’s account in accordance with the book-entry transfer facility’s procedures for transfer. Although participants in the book-entry transfer facility may effect delivery of shares through a book-entry transfer into the depositary’s account at the book-entry transfer facility, either

•  a properly completed and duly executed letter of transmittal, including any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to and received by the depositary at its address set forth on the back cover page of this offer to purchase before the expiration date, or

•  the guaranteed delivery procedure described below must be followed.

Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that the participant has received and agrees to be bound by the terms of the letter of transmittal and that Expedia may enforce the agreement against the participant.

Expedia Retirement Savings Plan.  Participants who hold shares of Expedia common stock through the Expedia Retirement Savings Plan desiring to direct Fidelity Management Trust Company, the trustee for the plan, to tender any shares held through their accounts under the plan pursuant to the tender offer must instruct the trustee to tender such shares by properly completing, duly executing and returning to the trustee the election forms sent

11

separately to such participants by Expedia. The trustee will aggregate all such tenders and execute letters of transmittal on behalf of all plan participants desiring to tender plan shares. Delivery of a letter of transmittal by a participant in the plan with respect to any plan shares does not constitute proper tender of such shares. Only the trustee can properly tender any plan shares. The deadline for submitting election forms to the trustee is earlier than the expiration date because of the need to tabulate participant instructions. If a stockholder desires to tender shares owned outside of a plan, as well as plan shares, such stockholder must properly complete and duly execute a letter of transmittal for the shares owned outside the plan and deliver such letter of transmittal directly to the depositary, and follow the special instructions provided by Expedia for directing the trustee to tender plan shares. Please direct any questions regarding the tender of plan shares to the trustee in accordance with the procedures described in the separate materials provided to plan participants.

Federal Backup Withholding Tax.  Under the federal income tax backup withholding rules, 28% of the gross proceeds payable to a stockholder or other payee pursuant to the tender offer must be withheld and remitted to the United States Treasury, unless the stockholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the depositary and certifies that such number is correct or an exemption otherwise applies under applicable regulations. Therefore, unless such an exemption exists and is proven in a manner satisfactory to the depositary, each tendering stockholder should complete and sign the Substitute Form W-9 included as part of the letter of transmittal so as to provide the information and certification necessary to avoid backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that stockholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status. Tendering stockholders can obtain such statements from the depositary. See Instruction 12 of the letter of transmittal.

Any tendering stockholder or other payee who fails to complete fully and sign the Substitute Form W-9 included in the letter of transmittal may be subject to required federal income tax backup withholding of 28% of the gross proceeds paid to such stockholder or other payee pursuant to the tender offer.

Gross proceeds payable pursuant to the tender offer to a foreign stockholder or his or her agent will be subject to withholding of federal income tax at a rate of 30%, unless we determine that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the United States. For this purpose, a foreign stockholder is any stockholder that is not

•  a citizen or resident of the United States,

•  a corporation, partnership or other entity created or organized in or under the laws of the United States,

•  a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or

•  an estate the income of which is subject to United States federal income taxation regardless of its source.

A foreign stockholder may be eligible to file for a refund of such tax or a portion of such tax if such stockholder meets the “complete redemption,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 14 or if such stockholder is entitled to a reduced rate of withholding pursuant to a tax treaty and Expedia withheld at a higher rate. In order to obtain a reduced rate of withholding under a tax treaty, a foreign stockholder must deliver to the depositary before the payment a properly completed and executed statement claiming such an exemption or reduction. Tendering stockholders can obtain such statements from the depositary. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a foreign stockholder must deliver to the depositary a properly executed statement claiming such exemption. Tendering stockholders can obtain such statements from the depositary. See Instruction 12 of the letter of transmittal. We urge foreign stockholders to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

For a discussion of United States federal income tax consequences to tendering stockholders, see Section 14.

12

Guaranteed Delivery.  If a stockholder desires to tender shares under the tender offer and the stockholder’s share certificates are not immediately available or the stockholder cannot deliver the share certificates to the depositary before the expiration date, or the stockholder cannot complete the procedure for book-entry transfer on a timely basis, or if time will not permit all required documents to reach the depositary before the expiration date, the stockholder may nevertheless tender the shares, provided that the stockholder satisfies all of the following conditions:

•  the stockholder makes the tender by or through an eligible guarantor institution;

•  the depositary receives by hand, mail, overnight courier or facsimile transmission, before the expiration date, a properly completed and duly executed notice of guaranteed delivery in the form Expedia has provided, specifying the price at which the stockholder is tendering shares, including (where required) a signature guarantee by an eligible guarantor institution in the form set forth in such notice of guaranteed delivery; and

•  the depositary receives the share certificates, in proper form for transfer, or confirmation of book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed letter of transmittal, or a manually signed facsimile thereof, and including any required signature guarantees, or an agent’s message, and any other documents required by the letter of transmittal, within three Nasdaq trading days after the date of receipt by the depositary of the notice of guaranteed delivery.

Return of Unpurchased Shares.  The depositary will return certificates for unpurchased shares as promptly as practicable after the expiration or termination of the tender offer or the proper withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the depositary will credit the shares to the appropriate account maintained by the tendering stockholder at the book-entry transfer facility, in each case without expense to the stockholder.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects.  Expedia will determine, in its sole discretion, all questions as to the number of shares that we will accept, the price that we will pay for shares that we accept and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares, and our determination will be final and binding on all parties. Expedia reserves the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for payment of or payment for which Expedia determines may be unlawful. Expedia also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular shares or any particular stockholder, and Expedia’s interpretation of the terms of the tender offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until the stockholder cures, or Expedia waives, all defects or irregularities. None of Expedia, the depositary, the information agent or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

Tendering Stockholder’s Representation and Warranty; Expedia’s Acceptance Constitutes an Agreement.  A tender of shares under any of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the tender offer, as well as the tendering stockholder’s representation and warranty to Expedia that:

•  the stockholder has a net long position in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 of the Exchange Act, and

•  the tender of shares complies with Rule 14e-4.

It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot (including any extensions thereof), the person so tendering:

•  has a net long position equal to or greater than the amount tendered in

•  the shares, or

•  securities immediately convertible into, or exchangeable or exercisable for, the shares, and

•  will deliver or cause to be delivered the shares in accordance with the terms of the tender offer.

13

Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Expedia’s acceptance for payment of shares tendered under the tender offer will constitute a binding agreement between the tendering stockholder and Expedia upon the terms and conditions of the tender offer.

Lost or Destroyed Certificates.  Stockholders whose share certificate for part or all of their shares has been lost, stolen, misplaced or destroyed may contact The Bank of New York, the transfer agent for Expedia shares, at the address and telephone number set forth on the back cover of this offer to purchase, for instructions as to obtaining a replacement share certificate. That share certificate will then be required to be submitted together with the letter of transmittal in order to receive payment for shares that are tendered and accepted for payment. The stockholder may be required to post a bond to secure against the risk that the original share certificate may subsequently emerge. We urge stockholders to contact The Bank of New York immediately in order to permit timely processing of this documentation.

Stockholders must deliver share certificates, together with a properly completed and duly executed letter of transmittal, including any signature guarantees, or an agent’s message, and any other required documents to the depositary and not to Expedia or the information agent. Expedia or the information agent will not forward any such documents to the depositary and delivery to Expedia or the information agent will not constitute a proper tender of shares.

4.   Withdrawal Rights.

Stockholders may withdraw shares tendered under the tender offer at any time prior to the expiration date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 Midnight, New York City time, on Wednesday, February 7, 2007 unless theretofore accepted for payment as provided in this offer to purchase.

For a withdrawal to be effective, the depositary must timely receive a written or facsimile transmission notice of withdrawal at the depositary’s address set forth on the back cover page of this offer to purchase. Any such notice of withdrawal must specify the name of the tendering stockholder, the number of shares that the stockholder wishes to withdraw and the name of the registered holder of the shares. If the share certificates to be withdrawn have been delivered or otherwise identified to the depositary, then, before the release of the share certificates, the serial numbers shown on the share certificates must be submitted to the depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the shares have been tendered for the account of an eligible guarantor institution.

If a stockholder has tendered shares under the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and must otherwise comply with the book-entry transfer facility’s procedures. Expedia will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in its sole discretion, and such determination will be final and binding on all parties. None of Expedia, the depositary, the information agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give this notification.

A stockholder may not rescind a withdrawal and Expedia will deem any shares that a stockholder properly withdraws not properly tendered for purposes of the tender offer, unless the stockholder properly re-tenders the withdrawn shares before the expiration date by following one of the procedures described in Section 3.

5.   Purchase of Shares and Payment of Purchase Price.

Upon the terms and subject to the conditions of the tender offer, as promptly as practicable following the expiration date, Expedia:

•  will determine the purchase price it will pay for shares properly tendered and not properly withdrawn before the expiration date, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and

•  will accept for payment and pay for, and thereby purchase, shares properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date.

14

For purposes of the tender offer, Expedia will be deemed to have accepted for payment, and therefore purchased shares, that are properly tendered at or below the purchase price and are not properly withdrawn, subject to the “odd lot,” proration and conditional tender provisions of the tender offer, only when, as and if it gives oral or written notice to the depositary of its acceptance of the shares for payment under the tender offer.

Upon the terms and subject to the conditions of the tender offer, as promptly as practicable after the expiration date, Expedia will accept for payment and pay a single per share purchase price not greater than $22.00 nor less than $18.50 per share for 30,000,000 shares, subject to increase or decrease as provided in Section 15, if properly tendered and not properly withdrawn, or such fewer number of shares as are properly tendered and not properly withdrawn.

Expedia will pay for shares that it purchases under the tender offer by depositing the aggregate purchase price for these shares with the depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Expedia and transmitting payment to the tendering stockholders.

In the event of proration, Expedia will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the expiration date; however, Expedia does not expect to be able to announce the final results of any proration and commence payment for shares purchased until at least five business days after the expiration date. Shares tendered and not purchased, including all shares tendered at prices greater than the purchase price and shares that Expedia does not accept for purchase due to proration or conditional tenders, will be returned to the tendering stockholder, or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant therein who so delivered the shares, at Expedia’s expense, as promptly as practicable after the expiration date or termination of the tender offer without expense to the tendering stockholders. Under no circumstances will Expedia pay interest on the purchase price regardless of any delay in making the payment. If certain events occur, Expedia may not be obligated to purchase shares under the tender offer. See Section 7.

Expedia will pay all stock transfer taxes, if any, payable on the transfer to it of shares purchased under the tender offer. If, however,

•  payment of the purchase price is to be made to any person other than the registered holder,

•  certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares, or

•  if tendered certificates are registered in the name of any person other than the person signing the letter of transmittal,

the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 9 of the letter of transmittal.

Any tendering stockholder or other payee who fails to complete fully, sign and return to the depositary the substitute Form W-9 included with the letter of transmittal may be subject to U.S. federal income tax backup withholding on the gross proceeds paid to the stockholder or other payee under the tender offer. See Section 3.

6.   Conditional Tender of Shares.

Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered at or below the purchase price prior to the expiration date will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular stockholder may affect the tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that Expedia must purchase a specified minimum number of the stockholder’s shares tendered pursuant to a letter of transmittal if Expedia purchases any shares tendered. Any stockholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the

15

letter of transmittal and indicate the minimum number of shares that Expedia must purchase if Expedia purchases any shares. We urge each stockholder to consult with his or her own financial or tax advisors.

After the expiration date, if more than 30,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration factor based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares that we purchase from any stockholder below the minimum number specified, the shares conditionally tendered will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by a stockholder subject to a conditional tender that are withdrawn as a result of proration will be returned at our expense to the tendering stockholder.

After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders that would otherwise be regarded as withdrawn would cause the total number of shares that we purchase to fall below 30,000,000 (or such greater number of shares as we may elect to purchase, subject to applicable law) then, to the extent feasible, we will select enough of the shares conditionally tendered that would otherwise have been withdrawn to permit us to purchase such number of shares. In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and will limit our purchase in each case to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

7.   Conditions of the Tender Offer.

Notwithstanding any other provision of the tender offer, Expedia will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the tender offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if, at any time on or after December 11, 2006 and before the expiration date, any of the following events shall have occurred (or shall have been reasonably determined by Expedia to have occurred) that, in Expedia’s reasonable judgment and regardless of the circumstances giving rise to the event or events, make it inadvisable to proceed with the tender offer or with acceptance for payment:

•  there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly:

•  challenges the making of the tender offer, the acquisition of some or all of the shares under the tender offer or otherwise relates in any manner to the tender offer, or

•  in Expedia’s reasonable judgment, could materially and adversely affect the business, condition (financial or other), assets, income, operations or prospects of Expedia or any of its subsidiaries, or otherwise materially impair in any way the contemplated future conduct of the business of Expedia or any of its subsidiaries or materially impair the contemplated benefits of the tender offer to Expedia;

•  there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the tender offer or Expedia or any of its subsidiaries, by any court or any authority, agency or tribunal that, in Expedia’s reasonable judgment, would or might, directly or indirectly:

•  make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit completion of the tender offer,

•  delay or restrict the ability of Expedia, or render Expedia unable, to accept for payment or pay for some or all of the shares,

•  materially impair the contemplated benefits of the tender offer to Expedia, or

16

•  materially and adversely affect the business, condition (financial or other), assets, income, operations or prospects of Expedia, or any of its subsidiaries, or otherwise materially impair in any way the contemplated future conduct of the business of Expedia or any of its subsidiaries;

•  there shall have occurred:

•  any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States or the European Union,

•  the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or the European Union,

•  a material change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor,

•  the commencement or escalation of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, including but not limited to an act of terrorism,

•  any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event, or any disruption or adverse change in the financial or capital markets generally or the market for loan syndications in particular, that, in Expedia’s reasonable judgment, might affect the extension of credit by banks or other lending institutions in the United States,

•  any change in the general political, market, economic or financial conditions in the United States or abroad that could, in the reasonable judgment of Expedia, have a material adverse effect on the business, condition (financial or other), assets, income, operations or prospects of Expedia or any of its subsidiaries, or otherwise materially impair in any way the contemplated future conduct of the business of Expedia or any of its subsidiaries,

•  in the case of any of the foregoing existing at the time of the commencement of the tender offer, a material acceleration or worsening thereof, or

•  any decline in the market price of the shares or the Dow Jones Industrial Average or the Standard and Poor’s Index of 500 Industrial Companies or the New York Stock Exchange or the Nasdaq Composite Index by a material amount (including, without limitation, an amount greater than 10%) from the close of business on December 8, 2006;

•  a tender offer or exchange offer for any or all of the shares (other than this tender offer), or any merger, business combination or other similar transaction with or involving Expedia or any of its subsidiaries or affiliates, shall have been proposed, announced or made by any person;

•  any change or combination of changes shall have occurred or been threatened in the business, condition (financial or other), assets, income, operations, prospects or stock ownership of Expedia or any of its subsidiaries, that in Expedia’s reasonable judgment is or may reasonably be likely to be material and adverse to Expedia or any of its subsidiaries or that otherwise materially impairs in any way the contemplated future conduct of the business of Expedia or any of its subsidiaries;

•  any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the tender offer shall not have been obtained on terms satisfactory to Expedia in its reasonable judgment;

•  Expedia shall not have received a Required Opinion in respect of the purchase of shares pursuant to the tender offer (See “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares — Transactions and Arrangements Concerning Shares — Tax Sharing Agreement”);

17

•  Expedia reasonably determines that the completion of the tender offer and the purchase of the shares may

•  cause the shares to be held of record by fewer than 300 persons, or

•  cause the shares to cease to be traded on Nasdaq or to be eligible for deregistration under the Exchange Act.

The foregoing conditions are for the sole benefit of Expedia and may be asserted by Expedia regardless of the circumstances giving rise to any of these conditions, and may be waived by Expedia, in whole or in part, at any time and from time to time, before the expiration date, in its sole discretion. Expedia’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination or judgment by Expedia concerning the events described above will be final and binding on all parties.

8.   Price Range of Shares; Dividends.

The shares of common stock have been quoted on Nasdaq under the ticker symbol “EXPE” since August 9, 2005. The following table sets forth the high and low sales prices for Expedia common stock for each of the quarterly periods presented.

	High		Low
Fiscal 2005:
Third Quarter (from August 9, 2005 through September 30, 2005)	$	24.52	$	18.61
Fourth Quarter		26.32		18.49
Fiscal 2006:
First Quarter	$	27.55	$	17.42
Second Quarter		20.55		13.36
Third Quarter		17.28		12.87
Fourth Quarter (through December 8, 2006)		21.00		15.55

We publicly announced the tender offer prior to the close of trading on Nasdaq on December 8, 2006. On December 7, 2006, the reported closing price of the common stock on Nasdaq was $18.62 per share. On December 8, 2006, the last trading day prior to the commencement of the tender offer, the reported closing price of the common stock on Nasdaq was $20.46. We urge stockholders to obtain current market quotations for the shares.

We have not historically paid dividends on our common stock or Class B common stock. Declaration and payment of future dividends, if any, will be at the discretion of the Board of Directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, share dilution management, legal risks, capital requirements relating to research and development, investments and acquisitions, and challenges to our business model and other factors that the Board of Directors may deem relevant. In addition, our bank credit facility limits our ability to pay cash dividends under certain circumstances.

9.   Source and Amount of Funds.

Assuming that 30,000,000 shares are purchased in the tender offer at a price between $18.50 and $22.00 per share, the aggregate purchase price will be between approximately $555 million and $660 million. Expedia expects that its related fees and expenses for the tender offer will be approximately $1.5 million. Expedia anticipates that it will obtain all of the funds necessary to purchase shares tendered in the tender offer, and to pay related fees and expenses, through cash on hand and/or through the proceeds of additional indebtedness that we may incur either in the form of borrowings under our current bank credit facility described below to the extent permitted under the facility or through the public and/or private placement of new debt securities. The tender offer is not subject to the receipt of financing by Expedia.

On July 8, 2005 we entered into a Credit Agreement, as amended as of December 7, 2006, among us, Expedia, Inc., a Washington corporation, Travelscape, Inc., a Nevada corporation, Hotels.com, a Delaware corporation, and Hotwire, Inc., a Delaware corporation, as Borrowers; the Lenders party thereto; Bank of America, N.A., as Syndication Agent; Wachovia Bank, N.A. and The Royal Bank of Scotland PLC, as Co-Documentation Agents;

18

JPMorgan Chase Bank, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent. The credit agreement is a $1.0 billion five-year unsecured revolving credit facility and is unconditionally guaranteed by certain of our subsidiaries. The facility bears interest based on our financial leverage, which as of December 1, 2006 was equal to LIBOR plus 0.50%. The amount of standby letters of credit issued under the facility reduces the amount available to us. As of December 1, 2006 there was $51.4 million of outstanding stand-by letters of credit issued under the facility, leaving available borrowings of $948.6 million. The facility also contains financial covenants consisting of a leverage ratio and a minimum net worth requirement. As a result of the minimum net worth requirement and depending upon the purchase price and the number of shares accepted for purchase, we expect that we would either seek an agreement with the lenders under the facility to amend the facility or terminate the facility and pay for the tendered shares using cash on hand and/or the proceeds from new indebtedness. Any such termination or failure to obtain new debt financing could have a material adverse effect on our liquidity. If Expedia incurs additional indebtedness to purchase tendered shares in the tender offer, we expect to repay such indebtedness using cash from Expedia’s operations and may refinance any such borrowing from time to time.

10.   Certain Information Concerning Expedia.

Expedia, Inc. is an online travel company, empowering business and leisure travelers with the tools and information they need to efficiently research, plan, book and experience travel. We have created a global travel marketplace used by a broad range of leisure and corporate travelers and offline retail travel agents. We make available, on a stand-alone and package basis, travel products and services provided by numerous airlines, lodging properties, car rental companies, destination service providers, cruise lines and other travel products and services.

Our portfolio of brands, which are described below, includes: Expedia.com, Hotels.com, Hotwire.com, our private label programs (Worldwide Travel Exchange and Interactive Affiliate Network), Classic Vacations, Expedia Corporate Travel, eLong, and TripAdvisor. In addition, many of these brands have related international points of sale.

Our executive offices are located at 3150 139th Avenue S.E., Bellevue, Washington 98005, telephone number (425) 679-7200. Our Internet address is www.expediainc.com for corporate and investor information. The information contained on our web site or connected to our web site is not incorporated by reference into this offer to purchase and should not be considered part of this offer to purchase.

Additional Information.  Expedia is subject to the information requirements of the Exchange Act, and, in accordance therewith, files periodic reports, proxy statements and other information relating to its business, financial condition and other matters. Expedia is required to disclose in these proxy statements certain information, as of particular dates, concerning the Expedia directors and executive officers, their compensation, securities granted to them, the principal holders of the securities of Expedia and any material interest of such persons in transactions with Expedia. Pursuant to Rule 13e-4(c)(2) under the Exchange Act, Expedia has filed with the Securities and Exchange Commission an Issuer Tender Offer Statement on Schedule TO which includes additional information with respect to the tender offer. This material and other information may be inspected at the public reference facilities maintained by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this material can also be obtained by mail, upon payment of the Securities and Exchange Commission’s customary charges, by writing to the Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The Securities and Exchange Commission also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.

Incorporation by Reference.  The rules of the Securities and Exchange Commission allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the Securities and Exchange Commission. These documents contain important information about us.

19

SEC Filings (File No. 000-51447)	Period or Date Filed
Annual Report on Form 10-K	Year ended December 31, 2005 (including information specifically incorporated by reference into the Annual Report on Form 10-K from Expedia’s definitive proxy statement filed on May 1, 2006)
Quarterly Reports on Form 10-Q	Quarters ended March 31, 2006, June 30, 2006 and September 30, 2006
Current Reports on Form 8-K	Filed March 3, 2006, March 6, 2006, March 13, 2006, March 13, 2006, April 7, 2006 (except for the information furnished pursuant to Item 7.01 of Form 8-K and the furnished exhibits relating to that information), May 31, 2006, August 4, 2006, August 10, 2006 (with respect to Item 8.01 information only), August 17, 2006 and October 31, 2006

We incorporate by reference the documents listed above. You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address: Investor Relations Department, Expedia, Inc., 3150 139th Avenue S.E., Bellevue, Washington 98005, (425) 679-7200. Please be sure to include your complete name and address in the request.

11.   Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares.

Interests of Directors and Executive Officers. As of December 1, 2006, Expedia had 305,671,754 issued and outstanding shares of common stock, 25,599,998 issued and outstanding shares of Class B common stock, 846 shares of issued and outstanding Series A preferred stock convertible into 846 shares of common stock, outstanding warrants to purchase 34,646,282 shares of common stock and outstanding options to purchase 23,301,475 shares of common stock. The 30,000,000 shares Expedia is offering to purchase under the tender offer represent approximately 9.8% of the shares of common stock outstanding as of December 1, 2006 and 7.7% of the shares of common stock assuming exercise of all outstanding warrants and options and the conversion of all outstanding shares of Class B common stock and Series A preferred stock.

As of December 1, 2006, Expedia’s directors and executive officers as a group (15 individuals) beneficially owned an aggregate of 86,280,595 shares of common stock, representing approximately 25.19% of the outstanding shares of common stock assuming conversion or exercise of certain Expedia equity securities as described below. The directors and executive officers of Expedia are entitled to participate in the tender offer on the same basis as all other stockholders. However, they and Liberty Media have advised Expedia that they do not intend to tender any shares in the tender offer. To Expedia’s knowledge, none of its affiliates intends to tender any shares in the tender offer.

The following table presents information as of December 1, 2006 relating to the beneficial ownership of Expedia’s capital stock by (1) each director and executive officer of Expedia, (2) all directors and executive officers of Expedia as a group and (3) Liberty Media. Except as set forth in the table, such persons listed in the table may be contacted at Expedia’s corporate headquarters at 3150 139th Avenue S.E., Bellevue, Washington 98005.

For each listed person, the number of shares of Expedia common stock and Class B common stock and the percentage of each such class listed assume the conversion or exercise of certain Expedia equity securities, as described below, owned by such person, but do not assume the conversion or exercise of any equity securities owned by any other person, entity or group. Shares of Expedia Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of Expedia common stock. For each listed person, the number of shares of Expedia common stock and Class B common stock and the percentage of each such class listed include shares of Expedia common stock and Class B common stock that may be acquired by such person, entity or group on the conversion or exercise of equity securities, such as stock options and warrants, that can be converted or exercised, and restricted stock units that have or will have vested, within 60 days of December 1, 2006.

The percentage of votes for all classes of Expedia’s capital stock is based on one vote for each share of common stock, 10 votes for each share of Class B common stock and two votes for each share of Series A preferred stock.

20

The last two columns of the table below reflect ownership and voting percentages after giving effect to the tender offer, assuming Expedia purchases 30,000,000 shares and that Expedia’s directors and executive officers and Liberty Media do not tender any shares.

																Percent of			Percent of Votes
																Common Stock			(All Classes)
	Expedia Common Stock						Expedia Class B Common Stock						Percent of Votes			After Tender			After Tender
Beneficial Owner	Shares			%			Shares			%			(All Classes)			Offer(+)			Offer(+)
Liberty Media Corporation 12300 Liberty Blvd. Englewood, CO 80112		69,219,787(1	)		20.90	%		25,599,998	(2)		100	%		53.34	%		22.98	%		56.35	%
Barry Diller		84,345,775(3	)		24.75	%		25,599,998	(4)		100	%		55.11	%		27.14	%		58.16	%
Victor A. Kaufman		831,250(5	)		*			—			—			*			*			*
Dara Khosrowshahi		647,903(6	)		*			—			—			*			*			*
A. George “Skip” Battle		252,530(7	)		*			—			—			*			*			*
Simon Breakwell		62,513(8	)		*			—			—			*			*			*
Jonathan Dolgen		14,228(9	)		*			—			—			*			*			*
David Goldhill		2,500			*			—			—			*			*			*
William R. Fitzgerald		—(10	)		—			—			—			—			—			—
Peter Kern		2,500			*			—			—			*			*			*
John C. Malone		—(10	)		—			—			—			—			—			—
Michael B. Adler		1,034			*			—			—			*			*			*
Kathleen K. Dellplain		115,733(11	)		*			—			—			*			*			*
Burke F. Norton		—			—			—			—			—			—			—
Paul Onnen		3,727			*			—			—			*			*			*
Patricia L. Zuccotti		902			*			—			—			*			*			*
All executive officers and directors as a group (15 persons) (12)		86,280,595			25.19	%		25,599,998			100	%		55.27	%		27.6	%		58.32	%

(+)	Assuming Expedia purchases 30,000,000 shares and that Expedia’s directors and executive officers and Liberty Media do not tender.
(*)	The percentage of shares beneficially owned does not exceed 1% of the class.
(1)	Based on information filed on Schedule 13D/A with the SEC on December 13, 2005 by Liberty Media, Mr. Diller and the BDTV Entities. Consists of (i) 43,619,789 shares of Expedia common stock held by Liberty Media, (ii) 1,176,594 shares of Class B common stock held by Liberty Media and (iii) 24,423,404 shares of Class B common stock held by the BDTV Entities. The “BDTV Entities” consist of BDTV Inc., BDTV II Inc., BDTV III Inc. and BDTV IV Inc. Pursuant to a Stockholders Agreement, dated as of August 9, 2005 by and between Liberty Media and Mr. Diller (the “Stockholders Agreement”) described below, Mr. Diller generally has the right to vote all of the shares of Expedia common stock and Class B common stock held by Liberty Media and the BDTV Entities.
(2)	Consists of 1,176,594 shares of Expedia Class B common stock held by Liberty Media and 24,423,404 shares of Expedia Class B common stock held by the BDTV Entities. Pursuant to the Stockholders Agreement, Mr. Diller generally has the right to vote all of the shares of Expedia common stock and Class B common stock held by Liberty Media and the BDTV Entities.
(3)	Based on information filed on Schedule 13D/A with the SEC on December 13, 2005 by Liberty Media, Mr. Diller and the BDTV Entities. Consists of (i) 5,441,618 shares of Expedia common stock owned by Mr. Diller, (ii) options to purchase 9,500,000 shares of Expedia common stock held by Mr. Diller, (iii) 184,370 shares of Expedia common stock held by a private foundation as to which Mr. Diller disclaims beneficial ownership, (iv) 24,423,404 shares of Expedia Class B common stock held by the BDTV Entities (see footnote 1 above), (v) 43,619,789 shares of Expedia common stock held by the BDTV Entities (see footnote 1 above) and (vi) 1,176,594 shares of Expedia Class B common stock held by Liberty Media (see footnote 1 above). Pursuant to the Stockholders Agreement, Mr. Diller generally has the right to vote all of the

21

	shares of Expedia common stock and Class B common stock held by Liberty Media and the BDTV Entities. Excludes shares of Expedia common stock and options to purchase shares of Expedia common stock held by Diane Von Furstenberg, Mr. Diller’s spouse, as to which Mr. Diller disclaims beneficial ownership.
(4)	Consists of 1,176,594 shares of Expedia Class B common stock held by Liberty Media and 24,423,404 shares of Expedia Class B common stock held by the BDTV Entities. Pursuant to the Stockholders Agreement, Mr. Diller generally has the right to vote all of the shares of Expedia Class B common stock held by Liberty Media and the BDTV Entities.
(5)	Consists of options to purchase 831,250 shares of Expedia common stock.
(6)	Consists of 99,707 shares of Expedia common stock and options to purchase 548,196 shares of Expedia common stock.
(7)	Consists of (i) 2,500 shares of Expedia common stock, (ii) options to purchase 232,137 shares of Expedia common stock, (iii) 9,999 shares of Expedia common stock held by the Battle Family Foundation, as to which Mr. Battle disclaims beneficial ownership, (iv) 5,067 shares of Expedia common stock held by Mr. Battle’s wife as custodian under CAUTMA for Catherine McNelley and (iv) 2,827 shares of Expedia common stock held by Mr. Battle’s wife.
(8)	Consists of (i) 12,179 shares of Expedia common stock, (ii) warrants to purchase 17,710 shares of Expedia common stock, (iii) options to purchase 30,354 share of Expedia common stock exercisable as of December 1, 2006 and (iv) options to purchase 2,270 shares of Expedia common stock exercisable within 60 days of December 1, 2006.
(9)	Consists of (i) 2,500 shares of Expedia common stock, (ii) options to purchase 11,261 shares of Expedia common stock and (iii) 467 shares of Expedia common stock held indirectly by a charitable trust, of which Mr. Dolgen is the trustee and as to which Mr. Dolgen disclaims beneficial ownership.
(10)	Excludes shares of Expedia common stock and Class B common stock owned by Liberty Media, as to which Messrs. Fitzgerald and Malone disclaim beneficial ownership.
(11)	Consists of (i) 9,309 shares of Expedia common stock, (ii) options to purchase 99,656 shares of Expedia common stock and (iii) a warrant to purchase 6,768 shares of Expedia common stock.
(12)	Consists of (i) 49,391,366 shares of Expedia common stock, (ii) options to purchase 11,255,124 shares of Expedia common stock, (iii) warrants to purchase 24,478 shares of Expedia common stock and (iv) 25,599,998 shares of Expedia Class B common stock.

Based on Expedia’s records and information provided to Expedia by its directors, executive officers, associates and subsidiaries, neither Expedia, nor, to the best of Expedia’s knowledge, any directors or executive officers of Expedia or any associates or subsidiaries of Expedia, has effected any transactions in shares during the 60 day-period before the date hereof, except that Mr. Battle has informed Expedia that he has made a gift of 2,827 shares to a charitable organization within the last 60 days. Such transfer is not reflected in the beneficial ownership table above.

Transactions and Arrangements Concerning Shares. Warrants. Expedia has fully vested stock warrants with expiration dates through February 2012 outstanding, certain of which trade on the Nasdaq under the symbols “EXPEW” and “EXPEZ.” Each stock warrant is exercisable for a certain number of shares of our common stock or a fraction thereof. As of December 1, 2006, we had approximately 58.5 million warrants outstanding with a weighted average exercise price of $22.33, which if exercised in full would entitle holders to acquire 34.6 million of our common shares. These warrants included:

•   EXPEW Warrants.  Each EXPEW warrant entitles its holder to purchase one half of one share of Expedia common stock at an exercise price equal to $15.61 per warrant. Each EXPEW warrant may be exercised on any business day on or prior to February 4, 2009. The warrants trade on Nasdaq under the symbol “EXPEW.” As of December 1, 2006, there were 14.6 million EXPEW warrants outstanding.

•   EXPEZ Warrants.  Each EXPEZ warrant entitles its holder to purchase 0.969375 shares of Expedia common stock at an exercise price equal to $11.56 per warrant. The exercise price must be paid in cash. Each EXPEZ warrant may be exercised on any business day on or prior to February 4, 2009. These warrants

22

trade on Nasdaq under the symbol “EXPEZ.” As of December 1, 2006, there were 11.4 million EXPEZ warrants outstanding.

•   VUE Warrants.  Each Tranche 1 and Tranche 2 VUE warrant entitles its holder to purchase one half of a share of Expedia common stock at an average exercise price of $25.56. The exercise price must be paid in cash. Each VUE warrant may be exercised on any business day on or prior to May 7, 2012. As of December 1, 2006, there were 32.2 million VUE warrants outstanding.

•   Integrated Warrants.  Pursuant to the separation agreement (the “separation agreement”) entered into with IAC/InterActiveCorp (“IAC”), Expedia has issued into an escrow account a number of shares of Expedia common stock sufficient to satisfy the obligation for future delivery of Expedia common stock to the holders of warrants initially assumed or issued by IAC prior to the spin-off of Expedia from IAC in August 2005 (the “spin-off”) who elect to exercise them. Under the terms of the escrow agreement, any such shares of Expedia common stock that are not delivered to exercising warrant holders will be returned to Expedia upon the expiration of the warrants in accordance with their terms. As of December 1, 2006, Expedia was obligated to deliver up to 42,669 shares of Expedia common stock to IAC pursuant to the separation agreement and the escrow agreement in connection with the exercise of these warrants for an average exercise price per share equal to $21.43. The expiration dates of these warrants range from November 7, 2009 to May 19, 2010.

Obligations Relating to the Ask Jeeves Notes.  Under the separation agreement, Expedia contractually assumed IAC’s obligation to deliver Expedia common stock to the holders (upon conversion) of certain Ask Jeeves, Inc. Zero Coupon Convertible Notes Due June 1, 2008 assumed by IAC in connection with the acquisition of Ask Jeeves, Inc. Upon notice of conversion, Expedia is obligated to deliver shares of Expedia common stock to IAC for delivery to the holders of Ask Jeeves Notes, or deliver cash in equal value in lieu of issuing such shares. If Expedia elects to issue cash rather than shares, the holder may revoke its notice of conversion. Pursuant to an escrow agreement entered into with The Bank of New York, Expedia has deposited into an escrow account a number of its shares of common stock sufficient to satisfy its obligations for future delivery of Expedia shares. Any such shares of Expedia common stock placed in escrow that are not delivered to converting holders of notes will be returned to Expedia at the maturity of the notes. As of December 1, 2006, Expedia could be required to deliver up to 800,000 shares of common stock pursuant to the separation agreement and the escrow agreement in connection with the conversion of these notes.

Tax Sharing Agreement.  IAC and Expedia entered into a tax sharing agreement in connection with the spin-off. The tax sharing agreement governs IAC’s and Expedia’s respective rights, responsibilities and obligations after the spin-off with respect to taxes for the periods ending on or before the spin-off. Under the tax sharing agreement Expedia generally (i) may not take (or fail to take) any action that would cause any representations, information or covenants in the separation documents concerning the spin-off or documents relating to the tax opinion concerning the spin-off to be untrue, (ii) may not take (or fail to take) any action that would cause the spin-off to lose its tax free status, (iii) may not sell, issue, redeem or otherwise acquire any of its equity securities (or equity securities of members of its group), except in specified transactions (not including the purchase of shares pursuant to the tender offer), for a period of 25 months following the spin-off and (iv) may not, other than in the ordinary course of business, sell or otherwise dispose of a substantial portion of its assets, liquidate, merge or consolidate with any other person for a period of 25 months following the spin-off. During that period, Expedia may take some actions prohibited by these covenants if it provides IAC with an Internal Revenue Service ruling or an unqualified opinion of counsel to the effect that these actions will not affect the tax free nature of the spin-off, in each case satisfactory to IAC in its sole and absolute discretion (such an opinion of counsel satisfactory to IAC, a “Required Opinion”). Notwithstanding the receipt of any such Internal Revenue Service ruling or opinion, Expedia must indemnify IAC for any taxes and related losses resulting from (i) any act or failure to act described in the covenants above, (ii) any acquisition of equity securities or assets of Expedia or any member of its group, and (iii) any breach by Expedia or any member of its group of representations in the separation documents between IAC and Expedia or the documents relating to the tax opinion concerning the spin-off. Expedia’s obligation to accept for payment, and pay for, shares tendered pursuant to the tender offer is conditioned on its receipt of a Required Opinion in respect of the purchase of shares pursuant to the tender offer. See Section 7.

23

Stockholders’ Agreement.  Subject to the terms of a Stockholders Agreement between Mr. Diller and Liberty Media, Mr. Diller holds an irrevocable proxy to vote shares of Expedia common stock and Class B common stock beneficially owned by Liberty Media. By virtue of the proxy, as well as through shares owned by Mr. Diller directly, Mr. Diller is effectively able to control the outcome of all matters submitted to a vote or for the consent of Expedia’s stockholders (other than with respect to the election by the holders of Expedia common stock of 25% of the members of Expedia’s Board of Directors and matters as to which Delaware law requires a separate class vote).

In addition, until the later of (1) the date Mr. Diller no longer serves as Chairman of Expedia and (2) the date Mr. Diller no longer holds the proxy to vote Liberty Media’s shares of Expedia described above (or upon Mr. Diller becoming disabled, if that occurs first), and subject to the other provisions of the Stockholders Agreement, neither Liberty Media nor Mr. Diller can transfer shares of common stock or Class B common stock, other than:

•   transfers by Mr. Diller to pay taxes relating to the granting, vesting and/or exercise of stock options to purchase common stock of Expedia;

•   transfers to each party’s respective affiliates;

•   pledges relating to financings, subject to certain conditions; and

•   transfers of options or common stock in connection with “cashless exercises” of Mr. Diller’s options to purchase shares of common stock.

The restrictions on transfer are subject to a number of exceptions (which exceptions are generally subject to the rights of first refusal described below):

•   either of Liberty Media or Mr. Diller may transfer shares of common stock or Class B common stock to an unaffiliated third party, subject to tag-along rights described below;

•   either of Liberty Media or Mr. Diller may transfer shares of common stock or Class B common stock so long as, in the case of Mr. Diller, he continues to beneficially own at least 2,200,000 shares of common stock and Class B common stock (including stock options) and, in the case of Liberty Media, Liberty Media continues to beneficially own 2,000,000 shares of common stock and Class B common stock, and in the case of a transfer of an interest in, or of any of the shares of common stock or Class B common stock held by, specified entities referred to as the “BDTV Limited Entities,” after such transfer, Liberty Media and Mr. Diller collectively control at least 50.1% of the total voting power of Expedia; and

•   either of Liberty Media or Mr. Diller may transfer shares of common stock or Class B common stock so long as the transfer complies with the requirements of Rule 144 or Rule 145 under the Securities Act, and, in the case of a transfer of an interest in, or of any of the shares of common stock or Class B common stock held by, the BDTV Limited Entities, after such transfer, Liberty Media and Mr. Diller collectively control at least 50.1% of the total voting power of Expedia.

Each of Mr. Diller and Liberty Media will be entitled to a right to “tag-along” (i.e., participate on a pro rata basis) on sales by the other of shares of common stock or Class B common stock to any third party. Liberty Media will not have a tag-along right in the event of:

•   sales by Mr. Diller of up to 2,000,000 shares of common stock or Class B common stock within any rolling twelve-month period;

•   transfers by Mr. Diller to pay taxes relating to the granting, vesting and/or exercise of stock options to purchase shares of common stock or transfers in connection with “cashless exercises” of Mr. Diller’s options to purchase shares of common stock;

•   specified “brokers’ transactions,” as defined under the Securities Act, referred to as “market sales;” or

•   generally, when Mr. Diller no longer serves as Chairman of Expedia.

24

Mr. Diller will not have a tag-along right with respect to hedging transactions and stock lending transactions related thereto effected by Liberty Media, in each case meeting certain requirements, or market sales by Liberty Media.

Each of Mr. Diller and Liberty Media has a right of first refusal in the case of a proposed transfer by the other of shares of Class B common stock of Expedia to a third party. If either Liberty Media or Mr. Diller proposes to transfer shares of Class B common stock, the other will be entitled to swap any shares of common stock it or he owns for such shares of Class B common stock (subject to the rights of first refusal described above). To the extent there remain shares of Class B common stock that the selling stockholder would otherwise transfer to a third party, such shares must first be converted into shares of common stock. This restriction does not apply to, among other specified transfers, transfers among the parties and their affiliates.

In connection with the spin-off, Mr. Diller and Liberty Media agreed that the BDTV entities would hold shares of common stock and Class B common stock received by each BDTV entity as a result of the spin-off. Mr. Diller and Liberty Media will continue to have substantially similar arrangements with respect to the voting control and ownership of the equity of each BDTV entity, which together hold a substantial majority of the shares of Class B common stock. These arrangements effectively provide that Mr. Diller controls the voting of Expedia securities held by these entities, other than with respect to certain actions by Expedia, and Liberty Media retains substantially all of the equity interest in such entities. Liberty Media may purchase Mr. Diller’s nominal equity interest in these entities for a fixed price.

Mr. Diller’s and Liberty Media’s rights and obligations under the Stockholders Agreement generally terminate at such time as, in the case of Mr. Diller, he no longer beneficially owns at least 2,200,000 shares of common stock and Class B common stock (including stock options) and, in the case of Liberty Media, Liberty Media no longer beneficially owns at least 2,000,000 shares of common stock and Class B common stock. Liberty Media’s tag-along rights and obligations terminate at such time as Liberty Media ceases to beneficially own at least 5% of the total equity securities of Expedia. In calculating Liberty Media’s beneficial ownership of shares of common stock and shares of Class B common stock of Expedia, Liberty Media will be deemed to own all shares of common stock and Class B common stock held by the BDTV Entities. In addition, Mr. Diller’s rights under the Stockholders Agreement will terminate upon the later of (1) the date Mr. Diller ceases to serve as Chairman of Expedia or becomes disabled and (2) the date Mr. Diller no longer holds a proxy to vote the shares of Expedia owned by Liberty Media.

Governance Agreement.  Liberty Media, Expedia and Mr. Diller are parties to a Governance Agreement pursuant to which, among other things:

•   Liberty Media has the right to nominate up to two directors of Expedia so long as Liberty Media beneficially owns at least 33,651,963 equity securities of Expedia (and so long as Liberty Media’s ownership percentage is at least equal to 15% of the total equity securities of Expedia); and

•   Liberty Media has the right to nominate one director of Expedia so long as Liberty Media beneficially owns at least 22,434,642 equity securities of Expedia (and so long as Liberty Media owns at least 5% of the total equity securities of Expedia).

For so long as certain conditions relating, among other things, to ownership are met, Expedia has agreed that, without the prior approval of Liberty Media and/or Mr. Diller, as applicable, it will not engage in any transaction that would result in Liberty Media or Mr. Diller having to divest any part of their interests in Expedia or any other material assets, or that would render any such ownership illegal or would subject Mr. Diller or Liberty Media to any fines, penalties or material additional restrictions or limitations. In addition, for so long as the above conditions apply, and if Expedia’s “total debt ratio” equals or exceeds 4:1 over a twelve-month period, Expedia may not take certain specified actions without the prior approval of Liberty Media and/or Mr. Diller. These actions include making material amendments to the certificate of incorporation or bylaws of Expedia, adopting any stockholder rights plan that would adversely affect Liberty Media or Mr. Diller, as applicable, and granting additional consent rights to a stockholder of Expedia.

In the event that Expedia issues or proposes to issue any shares of common stock or Class B common stock (with certain limited exceptions) including shares issued upon exercise, conversion or exchange of options,

25

warrants and convertible securities, Liberty Media will have preemptive rights that entitle it to purchase a number of common shares so that Liberty Media will maintain the identical ownership interest in Expedia (subject to certain adjustments) that Liberty Media had immediately prior to such issuance or proposed issuance (but not in excess of a specified percentage). Any purchase by Liberty Media will be allocated between common stock and Class B common stock in the same proportion as the issuance or issuances giving rise to the preemptive right, except to the extent that Liberty Media opts to acquire shares of common stock in lieu of shares of Class B common stock.

Liberty Media and Mr. Diller are entitled to customary, transferable registration rights with respect to common stock owned by them. Liberty Media is entitled to four demand registration rights and Mr. Diller is entitled to three demand registration rights. Expedia will pay the costs associated with such registrations (other than underwriting discounts, fees and commissions). Expedia will not be required to register shares of its common stock if a stockholder could sell the shares in the quantities proposed to be sold at such time in one transaction pursuant to Rule 144 promulgated under the Securities Act or under another comparable exemption from registration.

Generally, the Governance Agreement will terminate:

•   with respect to Liberty Media, at such time that Liberty Media beneficially owns equity securities representing less than 5% of the total equity securities of Expedia; and

•   with respect to Mr. Diller, at the later of (1) the date Mr. Diller ceases to be the Chairman of Expedia or becomes disabled and (2) the date Mr. Diller no longer holds a proxy to vote the shares of Liberty Media (as described above).

Indenture Governing Expedia, Inc.’s 7.456% Senior Notes due 2018 and Registration Rights Agreement.  Indenture Governing Expedia, Inc.’s 7.456% Senior Notes due 2018.  In August 2006, Expedia privately placed $500 million of senior unsecured notes due 2018 pursuant to an indenture entered into among The Bank of New York, as trustee, Expedia and its subsidiary guarantors from time to time party thereto. The notes bear a fixed rate interest of 7.456% with interest payable semi-annually in February and August of each year, beginning in February 2007. The notes are repayable in whole or in part on August 15, 2013, at the option of the holder of such notes, at 100% of the principal amount plus accrued interest. Expedia may redeem the notes in accordance with the terms of the agreement, in whole or in part at any time at its option. The notes are senior unsecured obligations guaranteed by certain domestic Expedia subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The notes include covenants that, among other things, limit Expedia’s ability to (i) incur liens, (ii) enter into sale and leaseback transactions and (iii) merge, consolidate or sell substantially all of its assets.

Registration Rights Agreement.  Under a Registration Rights Agreement entered into among Expedia, certain subsidiary guarantors, J.P. Morgan Securities Inc. and Lehman Brothers Inc. (as representatives of the initial purchasers of the notes), Expedia and the subsidiary guarantors have agreed to use their commercially reasonable efforts (i) to cause to be filed as soon as practicable and in no event later than February 17, 2007 a registration statement (and to cause such registration statement to be declared effective no later than May 18, 2007) for an offer to exchange the notes for registered notes having the same financial terms and covenants as the privately placed notes or (ii) under certain circumstances, cause to be filed and declared effective a shelf registration statement for resale of the notes. In the event of a failure to cause the notes, or the exchange notes, to be registered in accordance with the Registration Rights Agreement, the interest rate on the notes would increase under certain circumstances.

Board Compensation Arrangements Involving Expedia Securities.  Each director of Expedia who is not an employee of Expedia or any of its businesses or affiliates or a Liberty Media nominee receives an annual retainer of $30,000. Expedia pays such qualifying directors $1,000 for each Board and each committee meeting attended. In addition, each qualifying director receives a grant of 7,500 restricted stock units (or such lesser number of restricted stock units with a dollar value of $250,000) upon such director’s initial election to office and annually thereafter on the date of Expedia’s annual meeting of stockholders at which the director is re-elected. These restricted stock units vest in three equal annual installments commencing on the first anniversary of the grant date. The chairmen of the audit and compensation/benefits committees and each member of the audit committee receive an additional annual retainer of $10,000, and each member of the compensation/benefits committee receives an additional annual

26

retainer of $5,000. Expedia also reimburses directors for all reasonable expenses incurred by directors as a result of attendance at meetings.

Under Expedia’s Non-Employee Director Deferred Compensation Plan, non-employee directors may defer all or a portion of their annual retainer and all of their meeting attendance fees. Eligible directors who defer their directors’ fees can elect to have such deferred fees (i) applied to the purchase of share units, representing the number of shares of Expedia common stock that could have been purchased on the relevant date, or (ii) credited to a cash fund. If any dividends are paid on Expedia common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted-average prime or base lending rate of The Chase Manhattan Bank (or successor thereto). Upon termination, a director will receive (1) with respect to share units, such number of shares of Expedia common stock as the share units represent and (2) with respect to the cash fund, a cash payment. Payments upon termination will be made in either one lump sum or up to five installments, as elected by the eligible director at the time of the deferral election.

Officer and Employee Compensation Arrangements Involving Expedia Securities.  401(k) Plan.  Expedia maintains the Expedia Retirement Savings Plan, for which Fidelity Management Trust Company serves as trustee under a Trust Agreement, entered into as of August 15, 2005, between a wholly-owned subsidiary of Expedia that serves as plan administrator and the trustee. Participating employees may contribute up to 16% of their eligible compensation, but not more than statutory limits. Expedia contributes a matching contribution each pay period equal to 50% of a participant’s contributions up to a 6% contribution rate, and we may make additional annual profit sharing contributions. Matching contributions are invested proportionate to each participant’s voluntary contributions in the investment options provided under the plan. Investment options in the plan include Expedia common stock, but neither the participant nor our matching contributions are required to be invested in Expedia common stock.

2005 Stock and Annual Incentive Plan.  Expedia’s 2005 Stock and Annual Incentive Plan provides for grants of restricted stock, restricted stock awards (“RSA”), restricted stock units (“RSUs”), stock options and other stock-based awards to directors, officers, employees and consultants pursuant to award agreements to be entered into from time to time with beneficiaries of the awards. Expedia issues new shares to satisfy the exercise or release of stock-based awards. RSUs, which are awards in the form of phantom shares or units that are denominated in a hypothetical equivalent number of shares of Expedia common stock, are Expedia’s primary form of stock-based award. As of December 1, 2006, Expedia had approximately 8.2 million shares of common stock reserved for new stock-based awards under the 2005 Stock and Annual Incentive Plan. As of December 1, 2006, Expedia had approximately 7.2 million RSUs outstanding, 26,800 RSAs outstanding and 23.3 million stock options outstanding.

Unless otherwise provided by the Compensation Committee of the Board of Directors in an award agreement (and with respect to such awards granted by IAC prior to the spin-off and converted into Expedia awards as part of the spin-off, only if provided in an applicable award agreement or in the IAC Long Term Incentive Plan under which such converted award was originally granted), in the event of a “change in control” of Expedia, in the case of officers of Expedia (and not the company’s subsidiaries) who are Senior Vice Presidents and above as of the time of the change in control and, in the case of other employees of Expedia if provided by the Compensation Committee in an award agreement (i) any stock appreciation rights and stock options outstanding as of the date of the change in control which are not then exercisable and vested will become fully exercisable and vested, (ii) the restrictions and deferral limitations applicable to RSAs will lapse and the restricted stock underlying the awards will become free of all restrictions and fully vested, (iii) all RSUs will be considered to be earned and payable in full and any deferral or other restrictions will lapse and such RSUs will be settled in cash or shares of Expedia common stock as promptly as practicable and (iv) bonus awards may be paid out, in whole or in part, in the discretion of the Compensation Committee, notwithstanding whether performance goals have been achieved. In addition, in the event that, during the two-year period following a change in control, a plan participant’s employment is terminated other than for cause or disability or a plan participant resigns for good reason, (i) any stock appreciation rights and stock options outstanding as of the date of the change in control will become fully exercisable and vested and will remain exercisable for the greater of (a) the period that they would remain exercisable absent the change in control provision and (b) the lesser of the expiration of the term of such stock appreciation right or stock option or one year following such termination of employment, (ii) the restrictions and deferral limitations applicable to RSAs will lapse and the restricted stock underlying the awards will become free of all restrictions and fully vested, and (iii) all

27

RSUs will be considered to be earned and payable in full and any deferral or other restrictions will lapse and such RSUs will be settled in cash or shares of Expedia common stock as promptly as practicable.

Specific Agreements with Certain Executive Officers. Dara Khosrowshahi.  Prior to the spin-off, outstanding equity awards held by Mr. Khosrowshahi, Expedia’s Chief Executive Officer, were amended to provide that in the event of his termination of employment without cause (including resignation by Mr. Khosrowshahi for “good reason”), all RSUs held by Mr. Khosrowshahi on the date of the spin-off will vest and all options that are vested on the date of termination will remain exercisable for a period of 24 months from the date of termination or until the stated expiration date of the option, whichever is shorter. Immediately following the spin-off, Mr. Khosrowshahi held unvested RSUs under three awards, covering a total of 249,958 shares of Expedia common stock and options to purchase 548,796 shares of Expedia common stock, of which 477,920 were vested.

On March 7, 2006, the Compensation Committee and the Section 16 Committee of the Board of Directors (together, the “committees”) approved the grant to Mr. Khosrowshahi of 800,000 RSUs that vest as follows: upon Expedia’s achievement of (i) certain operating income before amortization targets approved by the committees and (ii) either achievement of a target increase in the price of the Expedia’s common stock or the achievement of certain EBITA targets approved by the committees (the “DK performance goals”), 75% of the restricted stock unit grant will vest (the “DK initial vesting”). If Mr. Khosrowshahi has not voluntarily terminated his employment with Expedia or has not been terminated for cause on the first anniversary of the DK initial vesting, the remaining portion of the RSUs will vest. If Expedia terminates Mr. Khosrowshahi without cause in any year in which the operating income before amortization reaches the targets approved by the committees for that year, then 75% of the RSUs will vest upon such termination of employment, subject to Expedia’s achievement of one of the DK performance goals, and the remaining RSUs will be forfeited. If there is a change in control of Expedia (as provided in the agreement), then 50% of the outstanding RSUs vest immediately, without regard to the operating income before amortization targets or performance goals. If within one year of the change in control, Mr. Khosrowshahi is terminated without cause or Mr. Khosrowshahi terminates employment following a modification of his duties and responsibilities, then the remaining RSUs will vest, without regard to the operating income before amortization targets or DK performance goals.

Michael B. Adler.  Expedia entered into an employment agreement and a Restricted Stock Unit Agreement with Michael B. Adler, Expedia’s Executive Vice President and Chief Financial Officer. Mr. Adler was granted 84,832 RSUs (the “first award”) and 53,020 RSUs (the “second award”) pursuant to the Expedia 2005 Stock and Annual Incentive Plan. Material vesting terms are as follows:

•  Both awards vest in equal increments over five years, contingent upon satisfaction of performance goals established by Expedia’s Compensation Committee.

•  Contingent upon satisfaction of applicable performance goals, 50% of the first award and that portion of the second award that would have vested during the twelve months following termination will vest upon a termination of employment by Expedia without cause or an employee termination of employment for good reason.

•  Both awards vest upon a change in control (as provided in the agreement).

Burke F. Norton.  Expedia entered into an employment agreement and two Restricted Stock Unit Agreements with Burke F. Norton, Expedia’s Executive Vice President, General Counsel and Secretary. Mr. Norton was granted 62,235 RSUs (“tranche vesting RSUs”) and 31,117 RSUs (the “cliff vesting RSUs”) pursuant to the Expedia 2005 Stock and Annual Incentive Plan. Material vesting terms are as follows:

•  The tranche vesting RSUs vest in equal increments over four years, contingent upon satisfaction of applicable performance goals.

•  The cliff vesting RSUs vest in full after five years, contingent upon satisfaction of applicable performance goals.

•  Contingent upon satisfaction of applicable performance goals, upon a termination of employment by Expedia without cause or an employee termination of employment for good reason, (1) the tranche vesting

28

RSUs that would have vested during the twelve months following termination and (2) a pro rata portion of the cliff vesting RSUs will immediately vest.

•  Pursuant to the terms of the RSU agreements both awards vest upon a change in control of Expedia (as provided in the agreements) provided that in specified change in control transactions the awards will vest only following a subsequent termination of employment by Expedia without cause or by Mr. Norton for good reason.

Except as otherwise described herein, neither Expedia nor, to the best of Expedia’s knowledge, any of its affiliates, directors or executive officers is a party to any agreement, arrangement or understanding with any other person relating, directly or indirectly, to the tender offer or with respect to any securities of Expedia, including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of the securities of Expedia, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations.

12.   Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act.

The purchase by Expedia of shares under the tender offer will reduce the number of shares that might otherwise be traded publicly and may reduce the number of Expedia stockholders. These reductions may reduce the volume of trading in our shares and may result in lower stock prices and reduced liquidity in the trading of our shares following completion of the tender offer. As of December 1, 2006, we had issued and outstanding 305,671,754 shares of common stock. The 30,000,000 shares that we are offering to purchase pursuant to the tender offer represent approximately 9.8% of the shares of common stock outstanding as of that date. Stockholders may be able to sell non-tendered shares in the future on Nasdaq or otherwise, at a net price higher or lower than the purchase price in the tender offer. We can give no assurance, however, as to the price at which a stockholder may be able to sell such shares in the future.

Expedia anticipates that there will be a sufficient number of shares outstanding and publicly traded following completion of the tender offer to ensure a continued trading market for the shares. Based upon published guidelines of Nasdaq, Expedia does not believe that its purchase of shares under the tender offer will cause the remaining outstanding shares of Expedia common stock to be delisted from trading on Nasdaq.

The shares are currently “margin securities” under the rules of the Board of Governors of the Federal Reserve System. This classification has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral. Expedia believes that, following the purchase of shares under the tender offer, the shares remaining outstanding will continue to be margin securities for purposes of the Federal Reserve Board’s margin rules and regulations.

The shares are registered under the Exchange Act, which requires, among other things, that Expedia furnish certain information to its stockholders and the Securities and Exchange Commission and comply with the Securities and Exchange Commission’s proxy rules in connection with meetings of the Expedia stockholders. Expedia believes that its purchase of shares under the tender offer will not result in the shares becoming eligible for deregistration under the Exchange Act.

13.   Legal Matters; Regulatory Approvals.

Except as described above, Expedia is not aware of any license or regulatory permit that appears material to its business that might be adversely affected by its acquisition of shares as contemplated by the tender offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of shares by Expedia as contemplated

29

by the tender offer. Should any approval or other action be required, Expedia presently contemplates that it will seek that approval or other action. Expedia is unable to predict whether it will be required to delay the acceptance for payment of or payment for shares tendered under the tender offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to its business and financial condition. The obligations of Expedia under the tender offer to accept for payment and pay for shares is subject to conditions. See Section 7.

14.   U.S. Federal Income Tax Consequences.

The following describes the material United States federal income tax consequences relevant to the tender offer. This discussion is based upon the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”), existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, changes to which could materially affect the tax consequences described herein and could be made on a retroactive basis.

This discussion deals only with stockholders who hold their shares as capital assets and does not deal with all tax consequences that may be relevant to all categories of holders (such as financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, former citizens or residents of the United States or persons who hold shares as part of a hedge, straddle, constructive sale or conversion transaction). In particular, different rules may apply to shares received through the exercise of employee stock options or otherwise as compensation. This discussion does not address the state, local or foreign tax consequences of participating in the tender offer. Holders of shares should consult their tax advisors as to the particular consequences to them of participation in the tender offer.

We have not sought, nor do we expect to seek, any ruling from the Internal Revenue Service with respect to the matters discussed below. There can be no assurances that the Internal Revenue Service will not take a different position concerning the tax consequences of the sale of shares to Expedia pursuant to the tender offer or that any such position would be sustained.

As used herein, a “Holder” means a beneficial holder of shares that is a citizen or resident of the United States, a corporation or a partnership created or organized under the laws of the United States or any State thereof, a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or an estate the income of which is subject to United States federal income taxation regardless of its source.

Holders of shares who are not United States holders (“foreign stockholders”) should consult their tax advisors regarding the United States federal income tax consequences and any applicable foreign tax consequences of the tender offer and should also see Section 3 for a discussion of the applicable United States withholding rules and the potential for obtaining a refund of all or a portion of any tax withheld.

We urge stockholders to consult their tax advisors to determine the particular tax consequences to them of participating in the tender offer.

Non-Participation in the Tender Offer.  Holders of shares who do not participate in the tender offer will not incur any tax liability as a result of the consummation of the tender offer.

Exchange of Shares Pursuant to the Tender Offer.  An exchange of shares for cash pursuant to the tender offer will be a taxable transaction for United States federal income tax purposes. A Holder who participates in the tender offer will, depending on such Holder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the shares or as receiving a distribution from us with respect to our stock.

Under Section 302 of the Code, a Holder will recognize gain or loss on an exchange of shares for cash if the exchange:

•  results in a “complete termination” of all such Holder’s equity interest in us,

•  results in a “substantially disproportionate” redemption with respect to such Holder, or

•  is “not essentially equivalent to a dividend” with respect to the Holder.

30

In applying the Section 302 tests, a Holder must take account of shares that such Holder constructively owns under attribution rules, pursuant to which the Holder will be treated as owning shares owned by certain family members (except that in the case of a “complete termination” a Holder may, under certain circumstances, waive attribution from family members) and related entities and shares that the Holder has the right to acquire by exercise of an option. An exchange of shares for cash will be a substantially disproportionate redemption with respect to a Holder if the percentage of the then outstanding shares owned by such Holder immediately after the exchange is less than 80% of the percentage of the shares owned by such Holder immediately before the exchange. If an exchange of shares for cash fails to satisfy the “substantially disproportionate” test, the Holder may nonetheless satisfy the “not essentially equivalent to a dividend” test. An exchange of shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the Holder’s equity interest in us. An exchange of shares for cash that results in a relatively minor (e.g., approximately 3%) reduction of the proportionate equity interest in us of a Holder whose relative equity interest in us is minimal (an interest of less than one percent should satisfy this requirement) and who does not exercise any control over or participate in the management of our corporate affairs should be treated as “not essentially equivalent to a dividend.” Holders should consult their tax advisors regarding the application of the rules of Section 302 in their particular circumstances.

If a Holder is treated as recognizing gain or loss from the disposition of the shares for cash, such gain or loss will be equal to the difference between the amount of cash received and such Holder’s tax basis in the shares exchanged therefor. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the shares exceeds one year as of the date of the exchange.

If a Holder is not treated under the Section 302 tests as recognizing gain or loss on an exchange of shares for cash, the entire amount of cash received by such Holder pursuant to the exchange will be treated as a dividend to the extent of the Holder’s allocable portion of our current or accumulated earnings and profits and then as a return of capital to the extent of the Holder’s basis in the shares exchanged and thereafter as capital gain. Provided certain holding period requirements are satisfied, non-corporate Holders generally will be subject to U.S. federal income tax at a maximum rate of 15% on amounts treated as dividends. Such a dividend will be taxed at a maximum rate of 15% in its entirety, without reduction for the tax basis of the shares exchanged. To the extent that a purchase of a Holder’s shares by us in the tender offer is treated as the receipt by the Holder of a dividend, the Holder’s remaining adjusted basis (reduced by the amount, if any, treated as a return of capital) in the purchased shares will be added to any shares retained by the Holder, subject, in the case of corporate stockholders, to reduction of basis or possible gain recognition under the “extraordinary dividend” provisions of the Code in an amount equal to the non-taxed portion of the dividend. To the extent that cash received in exchange for shares is treated as a dividend to a corporate Holder, (i) it will be eligible for a dividends-received deduction (subject to applicable limitations) and (ii) it will be subject to the “extraordinary dividend” provisions of the Code. Corporate Holders should consult their tax advisors concerning the availability of the dividends-received deduction and the application of the “extraordinary dividend” provisions of the Code in their particular circumstances.

We cannot predict whether or the extent to which the tender offer will be oversubscribed. If the tender offer is oversubscribed, proration of tenders pursuant to the tender offer will cause us to accept fewer shares than are tendered. Therefore, a Holder can be given no assurance that a sufficient number of such Holder’s shares will be purchased pursuant to the tender offer to ensure that such purchase will be treated as a sale or exchange, rather than as a dividend, for federal income tax purposes pursuant to the rules discussed above.

See Section 3 with respect to the application of federal income tax withholding and back-up withholding.

We have included the discussion set forth above for general information only. We urge stockholders to consult their tax advisor to determine the particular tax consequences to them of the tender offer, including the applicability and effect of state, local and foreign tax laws.

15.   Extension of the Tender Offer; Termination; Amendment.

Expedia expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by Expedia to have occurred, to extend the period of time during which the tender offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the depositary and

31

making a public announcement of the extension. Expedia also expressly reserves the right, in its sole discretion, to terminate the tender offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of termination or postponement to the depositary and making a public announcement of termination or postponement. Expedia’s reservation of the right to delay payment for shares that it has accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that Expedia must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, Expedia further reserves the right, in its sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by Expedia to have occurred, to amend the tender offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the tender offer to holders of shares or by decreasing or increasing the number of shares being sought in the tender offer. Amendments to the tender offer may be made at any time and from time to time effected by public announcement, the announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made under the tender offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of the change. Without limiting the manner in which Expedia may choose to make a public announcement, except as required by applicable law, Expedia shall have no obligation to publish, advertise or otherwise communicate any public announcement other than by making a release through PR Newswire.

If Expedia materially changes the terms of the tender offer or the information concerning the tender offer, Expedia will extend the tender offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the Securities and Exchange Commission provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If:

•  Expedia increases or decreases the price to be paid for shares or increases or decreases the number of shares being sought in the tender offer and, if an increase in the number of shares being sought, such increase exceeds 2% of the outstanding shares, and

•  the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 15,

the tender offer will be extended until the expiration of such ten business day period.

16.   Fees and Expenses.

Expedia has retained MacKenzie Partners, Inc. to act as information agent and The Bank of New York to act as depositary in connection with the tender offer. The information agent may contact holders of shares by mail, telephone, telegraph and in person, and may request brokers, dealers, commercial banks, trust companies and other nominee stockholders to forward materials relating to the tender offer to beneficial owners. The information agent and the depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed by Expedia for specified reasonable out-of-pocket expenses, and will be indemnified against certain liabilities in connection with the tender offer, including certain liabilities under the U.S. federal securities laws.

In connection with the tender offer, Fidelity Management Trust Company, the trustee for the Expedia Retirement Savings Plan, may contact participants in the plan by mail, telephone, fax and personal interviews. The trustee for the plan receives reasonable and customary compensation for its services and is reimbursed for certain out-of-pocket expenses pursuant to arrangements with Expedia to act as trustee for the plan. Under those arrangements, no separate fee is payable to the trustee in connection with the tender offer.

No fees or commissions will be payable by Expedia to brokers, dealers, commercial banks or trust companies (other than fees to the information agent as described above) for soliciting tenders of shares under the tender offer.

32

We urge stockholders holding shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if stockholders tender shares through such brokers or banks and not directly to the depositary. Expedia, however, upon request, will reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding the tender offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of Expedia or the information agent for purposes of the tender offer. Expedia will pay or cause to be paid all stock transfer taxes, if any, on its purchase of shares, except as otherwise provided in this document and Instruction 9 in the letter of transmittal.

17.   Miscellaneous.

Expedia is not aware of any jurisdiction where the making of the tender offer is not in compliance with applicable law. If Expedia becomes aware of any jurisdiction where the making of the tender offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, Expedia will make a good faith effort to comply with the applicable law. If, after such good faith effort, Expedia cannot comply with the applicable law, Expedia will not make the tender offer to (nor will tenders be accepted from or on behalf of) the holders of shares in that jurisdiction.

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, Expedia has filed with the Commission an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the tender offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning Expedia.

Expedia has not authorized any person to make any recommendation on behalf of Expedia as to whether you should tender or refrain from tendering your shares in the tender offer. Expedia has not authorized any person to give any information or to make any representation in connection with the tender offer other than those contained in this offer to purchase or in the letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by Expedia.

December 11, 2006

33

The letter of transmittal and share certificates and any other required documents should be sent or delivered by each stockholder or that stockholder’s broker, dealer, commercial bank, trust company or nominee to the depositary at one of its addresses set forth below.

The depositary for the tender offer is:

THE BANK OF NEW YORK

Telephone Assistance: 1-800-507-9357

By Mail:	By Hand:	By Overnight Delivery:
The Bank of New York Expedia Inc. P.O. Box 859208 Braintree, MA 02185-9028	The Bank of New York Tender & Exchange Dept. 11W 101 Barclay Street Receive & Deliver Window Street Level New York, NY 10286	The Bank of New York Expedia Inc. 161 Bay State Road Braintree, MA 02184

By Facsimile:

For Eligible Institutions Only

(781) 380-3388

Confirm Facsimile Receipt

by telephone:

(781) 843-1833, Ext 200

Please direct any questions or requests for assistance and any requests for additional copies of this offer to purchase, the letter of transmittal or the notice of guaranteed delivery to the information agent at the telephone number and address set forth below. Stockholders also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer. Please contact the depositary to confirm delivery of shares.

The information agent for the tender offer is:

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (call collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll Free (800) 322-2885

34

EX-99.A.1.B

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL
To Tender Shares of Common Stock, Par Value $.001 Per Share
of
Expedia, Inc.
Pursuant to the offer to purchase, dated December 11, 2006

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL

EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY,

JANUARY 10, 2007, UNLESS EXPEDIA EXTENDS THE TENDER OFFER.

The depositary for the tender offer is:

THE BANK OF NEW YORK

Telephone Assistance: 1-800-507-9357

By Mail: The Bank of New York Expedia Inc. P.O. Box 859208 Braintree, MA 02185-9028	By Hand: The Bank of New York Tender & Exchange Dept. 11W 101 Barclay Street Receive & Deliver Window Street Level New York, NY 10286	By Overnight Delivery: The Bank of New York Expedia Inc. 161 Bay State Road Braintree, MA 02184
By Facsimile: For Eligible Institutions Only (781) 380-3388
Confirm Facsimile Receipt by telephone: (781) 843-1833, Ext 200

DESCRIPTION OF SHARES TENDERED
Names(s) and Address(es) of Registered Holders(s)	Certificate(s) Tendered
(Please fill in, if blank, exactly as name(s) appear(s) on certificate(s))	(Attach and sign additional list if necessary)
		Number of Shares	Number of
	Certificate	Represented by	Share(s)
	Number(s)*	Certificate(s)	Tendered**
	Total Shares Tendered*
*** Indicate in this box the order (by certificate number) in which shares are to be purchased in event of proration (attach additional signed list if necessary): See Instruction 7.
1st:               2nd:               3rd:               4th:               5th:               6th:
* Need not complete if shares are delivered by book-entry transfer.
** If you desire to tender fewer than all shares evidenced by any certificate(s) listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all shares evidenced by such certificate(s) will be deemed to have been tendered. See Instruction 4.
*** If you do not designate an order and Expedia purchases less than all shares tendered due to proration, the depositary will select the shares that Expedia will purchase. See Instruction 7.

Delivery of this letter of transmittal to an address other than one of those set forth above will not constitute a valid delivery. You must deliver this letter of transmittal to the depositary. Deliveries to Expedia, Inc. (“Expedia”) or MacKenzie Partners, Inc. (the information agent for the tender offer) will not be forwarded to the depositary and therefore will not constitute valid delivery to the depositary. Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility will not constitute delivery to the depositary.

YOU MAY NOT USE THIS LETTER OF TRANSMITTAL TO TENDER SHARES HELD IN THE EXPEDIA RETIREMENT SAVINGS PLAN. INSTEAD, YOU MUST USE THE SEPARATE TENDER INSTRUCTION FORMS SENT TO PARTICIPANTS IN THIS PLAN.

You should use this letter of transmittal if you are causing the shares to be delivered by book-entry transfer to the depositary’s account at the Depositary Trust Company (“DTC,” which is hereinafter referred to as the “book-entry transfer facility”) pursuant to the procedures set forth in Section 3 of the offer to purchase. Only financial institutions that are participants in the book-entry transfer facility’s system may make book-entry delivery of the shares.

MacKenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (call collect)

E-mail: proxy@mackenziepartners.com

or

Call Toll Free (800) 322-2885

BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

You should use this letter of transmittal only if (1) you are also enclosing certificates for the shares you desire to tender, or (2) you intend to deliver certificates for such shares under a notice of guaranteed delivery previously sent to the depositary, or (3) you are delivering shares through a book-entry transfer into the depositary’s account at The Depositary Trust Company (i.e., the book-entry transfer facility) in accordance with Section 3 of the offer to purchase.

If you desire to tender shares in the tender offer, but you cannot deliver the certificates for your shares and all other required documents to the depositary by the expiration date (as set forth in the offer to purchase), or cannot comply with the procedures for book-entry transfer on a timely basis, then you may tender your shares according to the guaranteed delivery procedures set forth in Section 3 of the offer to purchase. See Instruction 2. Delivery of the letter of transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the depositary.

o  Check here if you are delivering tendered shares pursuant to a notice of guaranteed delivery that you previously sent to the depositary and complete the following:

Name(s) of Tendering Stockholder(s): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Institution that Guaranteed Delivery: 

o  Check here if any certificates evidencing the shares you are tendering with this letter of transmittal have been lost, stolen, destroyed or mutilated. If you check this box, you must complete an affidavit of loss and return it with your letter of transmittal. You should call The Bank of New York, the transfer agent, at 1-800-507-9357 to get information about the requirements for replacement. You may be required to post a bond to secure against the risk that certificates may be subsequently recirculated. Please call The Bank of New York immediately to obtain an affidavit of loss, to receive further instructions on how to proceed, and to determine whether you will need to post a bond, so that the timely processing of this letter of transmittal will not be impeded. See Instruction 16.

o  Check here if you are a financial institution that is a participating institution in the book-entry transfer facility’s system and you are delivering the tendered shares by book-entry transfer to an account maintained by the depositary at the book-entry transfer facility, and complete the following:

Name(s) of Tendering Institution: 

Account Number: 

Transaction Code Number: 

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

CHECK EXACTLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER
(SEE INSTRUCTION 5)

o  The undersigned wants to maximize the chance of having Expedia purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Expedia pursuant to the tender offer (the “Purchase Price”). This action could result in receiving a price per share as low as $18.50.

 — OR  —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(SEE INSTRUCTION 5)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the stockholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares tendered at a different price in accordance with Section 4 of the offer to purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

o $18.50	o $19.50	o $20.50	o $21.50
o $18.75	o $19.75	o $20.75	o $21.75
o $19.00	o $20.00	o $21.00	o $22.00
o $19.25	o $20.25	o $21.25

You WILL NOT have validly tendered your shares

unless you check ONE AND ONLY ONE BOX IN THIS FRAME.

ODD LOTS

(See Instruction 6)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

On the date hereof, the undersigned either (check ONE box):

o  is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares, or

o  is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

In addition, the undersigned is tendering shares (check ONE box):

o  at the Purchase Price, which will be determined by Expedia in accordance with the terms of the tender offer (persons checking this box should check the box under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); or

o  at the price per share indicated under the heading “Shares Tendered at Price Determined by Stockholder.”

CONDITIONAL TENDER

(See Instruction 11)

     A tendering stockholder may condition his or her tender of shares upon Expedia purchasing a specified minimum number of the shares tendered, as described in Section 6 of the offer to purchase. Unless Expedia purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, Expedia will not purchase any of the shares tendered below. It is the tendering stockholder’s responsibility to calculate that minimum number, and we urge each stockholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that Expedia must purchase from you if Expedia purchases any shares from you, Expedia will deem your tender unconditional.

o  The minimum number of shares that Expedia must purchase from me if Expedia purchases any shares from me, is:

             shares.

     If, because of proration, Expedia will not purchase the minimum number of shares from you that you designate, Expedia may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o The tendered shares represent all shares held by the undersigned.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1 and 10)

Complete this box ONLY if the check for the aggregate Purchase Price of shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or certificate for shares not tendered or not purchased are to be issued in the name of someone other than the undersigned, or if shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by crediting them to an account at the book-entry transfer facility other than the account designated above.

CHECK ONE OR BOTH BOXES AS APPROPRIATE:

o Issue Check to:

o Issue Share Certificate to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

(See Substitute Form W-9 Included Herewith)

CHECK and COMPLETE IF APPLICABLE:

o  Credit shares delivered by book-entry transfer and not purchased to the account set forth below:

Account Number:                            

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1 and 10)

Complete this box ONLY if the check for the aggregate Purchase Price of shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or certificate for shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

CHECK ONE OR BOTH BOXES AS APPROPRIATE:

o Deliver Check to:

o Deliver Share Certificate to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

(See Substitute Form W-9 Included Herewith)

Ladies and Gentlemen:

The undersigned hereby tenders to Expedia, Inc., a Delaware corporation (“Expedia”), the above-described shares of Expedia’s common stock, par value $.001 per share (the “shares”).

The tender of the shares is being made at the price per share indicated in this letter of transmittal, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in this letter of transmittal and in Expedia’s offer to purchase, dated December 11, 2006, receipt of which is hereby acknowledged.

Subject to and effective upon acceptance for payment of, and payment for, shares tendered with this letter of transmittal in accordance with the terms of the tender offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of Expedia all right, title and interest in and to all of the shares tendered hereby which are so accepted and paid for; (2) orders the registration of any shares tendered by book-entry transfer that are purchased under the tender offer to or upon the order of Expedia; and (3) appoints the depositary as attorney-in-fact of the undersigned with respect to such shares, with the full knowledge that the depositary also acts as the agent of Expedia, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

(a) deliver certificates for shares, or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together in either such case with all accompanying evidence of transfer and authenticity, to or upon the order of Expedia, upon receipt by the depositary, as the undersigned’s agent, of the Purchase Price with respect to such shares;

(b) present certificates for such shares for cancellation and transfer on Expedia’s books; and

(c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, subject to the next paragraph, all in accordance with the terms of the tender offer.

The undersigned understands that Expedia will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $22.00 nor less than $18.50 per share (the “Purchase Price”), which it will pay for shares validly tendered and not validly withdrawn pursuant to the tender offer, after taking into account the number of shares so tendered and the prices specified by tendering stockholders. The undersigned understands that Expedia will select the lowest purchase price that will allow it to purchase 30,000,000 shares or, if a lesser number of shares is validly tendered and not validly withdrawn, all such shares that are validly tendered and not validly withdrawn. The undersigned further understands that Expedia reserves the right to purchase more than 30,000,000 shares pursuant to the tender offer, subject to certain limitations and legal requirements as set forth in the tender offer. Expedia will purchase all shares validly tendered at or below the Purchase Price and not validly withdrawn, subject to the conditions of the tender offer and the “odd lot” priority, proration and conditional tender provisions described in the offer to purchase. The undersigned understands that all stockholders whose shares are purchased by Expedia will receive the same Purchase Price for each share purchased in the tender offer.

The undersigned hereby covenants, represents and warrants to Expedia that:

(a) the undersigned has a net long position in the shares at least equal to the number of shares being tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is tendering the shares in compliance with Rule 14e-4 under the Exchange Act;

(b) has full power and authority to tender, sell, assign and transfer the shares tendered hereby;

(c) when and to the extent Expedia accepts the shares for purchase, Expedia will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the shares will not be subject to any adverse claims or rights;

(d) the undersigned will, upon request, execute and deliver any additional documents deemed by the depositary or Expedia to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby and accepted for purchase; and

(e) the undersigned has read and agrees to all of the terms of the tender offer.

The undersigned understands that tendering of shares under any one of the procedures described in Section 3 of the offer to purchase and in the Instructions to this letter of transmittal will constitute an agreement between the undersigned and Expedia upon the terms and subject to the conditions of the tender offer. The undersigned acknowledges that under no circumstances will Expedia pay interest on the Purchase Price.

The undersigned recognizes that under certain circumstances set forth in the offer to purchase, Expedia may terminate or amend the tender offer; or may postpone the acceptance for payment of, or the payment for, shares tendered, or may accept for payment fewer than all of the shares tendered hereby. The undersigned understands that certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above.

The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the certificates representing shares tendered hereby. The certificate numbers, the number of shares represented by such certificates, and the number of shares that the undersigned wishes to tender, should be set forth in the appropriate boxes above.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or return any shares not tendered or not purchased, in the name(s) of the undersigned or, in the case of shares tendered by book-entry transfer, by credit to the account at the book-entry transfer facility designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and any certificates for shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both the “Special Payment Instructions” and the “Special Delivery Instructions” are completed, please issue the check for the aggregate Purchase Price of any shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or return any shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

The undersigned recognizes that Expedia has no obligation, under the Special Payment Instructions, to transfer any certificate for shares from the name of its registered holder, or to order the registration or transfer of shares tendered by book-entry transfer, if Expedia purchases none of the shares represented by such certificate or tendered by such book-entry transfer.

All authority conferred or agreed to be conferred in this letter of transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this letter of transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the offer to purchase, this tender is irrevocable.

STOCKHOLDER(S) SIGN HERE
(See Instructions 1 and 8)
(Please Complete Substitute Form W-9)

Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by share certificates and documents transmitted herewith. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 8.

Signature(s) of Stockholder(s)

Dated: _ _

Name(s): 

Please Print

Capacity (full title): 

Address: 

Please Include Zip Code

(Area Code) Telephone Number: 

Taxpayer Identification or
Social Security No.: 

GUARANTEE OF SIGNATURE(S)
(If Required, See Instructions 1 and 8)

Authorized Signature 

Name(s) 

Name of Firm 

Address 

Address Line 2 

(Area Code) Telephone No. 

Dated:  _ _

INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS OF THE TENDER OFFER

If you participate in the Expedia Retirement Savings Plan, you must not use this letter of transmittal to direct the tender of the shares attributable to your account in one of this plan. Instead, you must use the separate “tender instruction forms” sent to participants in this plan. If you participate in the Expedia Retirement Savings Plan, you should read the separate “tender instruction forms” and related materials carefully.

1.  Guarantee of Signatures.  Except as otherwise provided in this Instruction, all signatures on this letter of transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”). Signatures on this letter of transmittal need not be guaranteed if either (a) this letter of transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this letter of transmittal, shall include any participant in the book-entry transfer facility whose name appears on a security position listing as the owner of shares) tendered herewith and such holder(s) have not completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” in this letter of transmittal; or (b) such shares are tendered for the account of an Eligible Institution. See Instruction 8. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 8.

2.  Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.  You should use this letter of transmittal only if you are (a) forwarding certificates with this letter of transmittal, (b) going to deliver certificates under a notice of guaranteed delivery previously sent to the depositary, or (c) causing the shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the offer to purchase. In order for you to validly tender shares, the depositary must receive certificates for all physically tendered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the depositary’s account at the book-entry transfer facility, together in each case with a properly completed and duly executed letter of transmittal, or an Agent’s Message in connection with book-entry transfer, and any other documents required by this letter of transmittal, at one of its addresses set forth in this letter of transmittal by the expiration date (as defined in the offer to purchase).

The term “Agent’s Message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares, that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that Expedia may enforce this agreement against the participant.

Guaranteed Delivery.  If you cannot deliver your shares and all other required documents to the depositary by the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you may tender your shares, pursuant to the guaranteed delivery procedure described in Section 3 of the offer to purchase, by or through any Eligible Institution. To comply with the guaranteed delivery procedure, you must (1) properly complete and duly execute a notice of guaranteed delivery substantially in the form provided to you by Expedia, specifying the price at which you are tendering your shares, including (where required) a Signature Guarantee by an Eligible Institution in the form set forth in the notice of guaranteed delivery; (2) arrange for the depositary to receive the notice of guaranteed delivery by the expiration date; and (3) ensure that the depositary receives the certificates for all physically tendered shares or book-entry confirmation of electronic delivery of shares, as the case may be, together with a properly completed and duly executed letter of transmittal with any required signature guarantees or an Agent’s Message, and all other documents required by this letter of transmittal, within three NASDAQ trading days after receipt by the depositary of such notice of guaranteed delivery, all as provided in Section 3 of the offer to purchase.

The notice of guaranteed delivery may be delivered by hand, facsimile transmission or mail to the depositary and must include, if necessary, a guarantee by an eligible guarantor institution in the form set forth in such notice. For shares to be tendered validly under the guaranteed delivery procedure, the depositary must receive the notice of guaranteed delivery before the expiration date.

The method of delivery of all documents, including certificates for shares, is at the option and risk of the tendering stockholder. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure delivery.

Except as specifically permitted by Section 6 of the offer to purchase, Expedia will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional shares. By executing this letter of transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered shares.

3.  Inadequate Space.  If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers, the number of shares represented by the certificate(s) and the number of shares tendered with respect to each certificate on a separate signed schedule attached to this letter of transmittal.

4.  Partial Tenders and Unpurchased Shares.  (Not applicable to stockholders who tender by book-entry transfer.) If you wish to tender (i.e., offer to sell) fewer than all of the shares evidenced by any certificate(s) that you deliver to the depositary, fill in the number of shares that you wish to tender (i.e., offer for sale) in the column entitled “Number of Shares Tendered.” In this case, if Expedia purchases some but not all of the shares that you tender, Expedia will issue to you a new certificate for the unpurchased shares. The new certificate will be sent to the registered holder(s) as promptly as practicable after the expiration date. Unless you indicate otherwise, all shares represented by the certificate(s) listed and delivered to the depositary will be deemed to have been tendered. In the case of shares tendered by book-entry transfer at the book-entry transfer facility, any tendered but unpurchased shares will be credited to the appropriate account maintained by the tendering stockholder at the book-entry transfer facility. In each case, shares will be returned or credited without expense to the stockholder.

5.  Indication of Price at Which Shares are Being Tendered.  In order to validly tender your shares by this letter of transmittal, you must either

a.  check the box under “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER” in order to maximize the chance of having Expedia purchase all of the shares that you tender (subject to the possibility of proration); OR

b.  check one of the boxes indicating the price per share at which you are tendering shares in the section entitled “SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER.”

YOU MUST CHECK ONE, AND ONLY ONE, BOX.  If you check more than one box or no boxes, then you will be deemed not to have validly tendered your shares. If you wish to tender portions of your different share holdings at different prices, you must complete a separate letter of transmittal for each price at which you wish to tender each such portion of your share holdings. You cannot tender the same shares at more than one price (unless, prior to tendering previously tendered shares at a new price, you validly withdrew those shares in accordance with Section 4 of the offer to purchase).

By checking the box under “Shares Tendered at Price Determined Pursuant to the Tender Offer” you agree to accept the Purchase Price resulting from the tender offer process, which may be as low as $18.50 and as high as $22.00 per share. By checking a box under “Shares Tendered at Price Determined by Stockholder,” you acknowledge that doing so could result in none of the shares you tender being purchased if the Purchase Price for the shares turns out to be less than the price you selected.

6.  Odd Lots.  As described in Section 1 of the offer to purchase, if Expedia purchases fewer than all shares properly tendered before the expiration date and not properly withdrawn, Expedia will first purchase all shares tendered by any stockholder who (a) owns, beneficially or of record, an aggregate of fewer than 100 shares, and (b) tenders all of his or her shares at or below the Purchase Price. You will only receive this preferential treatment if you own fewer than 100 shares and tender ALL of the shares you own at or below the Purchase Price. Even if you otherwise qualify for “odd lot” preferential treatment, you will not receive such preference unless you complete the section entitled “Odd Lots” in this letter of transmittal.

7.  Order of Purchase in the Event of Proration.  As described in Section 1 of the offer to purchase, stockholders may specify the order in which their shares are to be purchased in the event that, as a result of proration or otherwise, Expedia purchases some but not all of the tendered shares pursuant to the terms of the tender offer. The order of purchase may have an effect on the federal income tax treatment of any gain or loss on the shares that Expedia purchases. See Sections 1, 6 and 14 of the offer to purchase.

8.  Signatures on Letter of Transmittal, Stock Powers and Endorsements.

a.  Exact Signatures.  If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

b.  Joint Holders.  If the shares are registered in the names of two or more persons, ALL such persons must sign this letter of transmittal.

c.  Different Names on Certificates.  If any tendered shares are registered in different names on several certificates, you must complete, sign and submit as many separate letters of transmittal as there are different registrations of certificates.

d.  Endorsements.  If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, no endorsements of certificate(s) representing such shares or separate stock powers are required unless payment of the Purchase Price is to be made, or the certificates for shares not tendered or tendered but not purchased are to be issued, to a person other than the registered holder(s).

Signature(s) on Any Such Certificate(s) or Stock Powers Must be Guaranteed by an Eligible Institution.

If this letter of transmittal is signed by a person other than the registered holder(s) of the shares tendered hereby, or if payment is to be made to a person other than the registered holder(s), the certificate(s) for the shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for such shares, and the signature(s) on such certificates or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.

If this letter of transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit to the depositary evidence satisfactory to Expedia that such person has authority so to act.

9.  Stock Transfer Taxes.  Except as provided in this Instruction 9, no stock transfer tax stamps or funds to cover such stamps need to accompany this letter of transmittal. Expedia will pay or cause to be paid any stock transfer taxes payable on the transfer to it of shares purchased under the tender offer. If, however:

a.  payment of the Purchase Price is to be made to any person other than the registered holder(s);

b.  certificate(s) for shares not tendered or tendered but not purchased are to be returned in the name of and to any person other than the registered holder(s) of such shares; OR

c.  tendered certificates are registered in the name of any person(s) other than the person(s) signing this letter of transmittal,

then the depositary will deduct from the Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account of the transfer of cash or stock thereby made to such person, unless satisfactory evidence of the payment of such taxes or an exemption from them is submitted with this letter of transmittal.

10.  Special Payment and Delivery Instructions.  If any of the following conditions holds:

a.  check(s) for the Purchase Price of any shares purchased pursuant to the tender offer are to be issued to a person other than the person(s) signing this letter of transmittal; or

b.  check(s) for the Purchase Price are to be sent to any person other than the person signing this letter of transmittal, or to the person signing this letter of transmittal, but at a different address; or

c.  certificates for any shares not tendered, or tendered but not purchased, are to be returned to and in the name of a person other than the person(s) signing this letter of transmittal, then, in each such case, you must complete the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” as applicable in this letter of transmittal and make sure that the signatures herein are guaranteed as described in Instructions 1 and 8.

11.  Conditional Tenders.  As described in Sections 1 and 6 of the offer to purchase, stockholders may condition their tenders on Expedia purchasing all of their shares, or specify a minimum number of shares that Expedia must purchase for the tender of any of their shares to be effective. If you wish to make a conditional tender you must indicate this choice in the box entitled “Conditional Tender” in this letter of transmittal or, if applicable, the notice of guaranteed delivery; and you must calculate and appropriately indicate, in the space provided, the minimum number of shares that Expedia must purchase if Expedia purchases any shares.

As discussed in Sections 1 and 6 of the offer to purchase, proration may affect whether Expedia accepts conditional tenders. Proration may result in all of the shares tendered pursuant to a conditional tender being deemed to have been withdrawn, if Expedia could not purchase the minimum number of shares required to be purchased by the tendering stockholder due to proration. If, because of proration, Expedia will not purchase the minimum number of shares that you designate, Expedia may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your shares and must have checked the box so indicating. Upon selection by random lot, if any, Expedia will limit its purchase in each case to the designated minimum number of shares.

If you are an “odd lot” holder and you tender all of your shares, you cannot conditionally tender, since your shares will not be subject to proration.

All tendered shares will be deemed unconditionally tendered unless the “Conditional Tender” box is checked and appropriately completed. When deciding whether to tender shares conditionally, we urge each stockholder to consult his or her own tax advisor.

12.  Tax Identification Number and Backup Withholding.  Under the federal income tax laws, the depositary will be required to withhold 28% of the amount of any payments made to certain stockholders pursuant to the tender offer. In order to avoid such backup withholding, each tendering stockholder that is a U.S. person (including a U.S. resident alien) must provide the depositary with such stockholder’s correct taxpayer identification number by completing the Substitute Form W-9 set forth below.

In general, if a stockholder is an individual, the taxpayer identification number is the social security number of such individual. If the depositary is not provided with the correct taxpayer identification number, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such stockholder pursuant to the tender offer may be subject to backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the depositary that a foreign individual qualifies as an exempt recipient, such stockholder must submit an IRS Form W-8, signed under penalties of perjury, attesting to that individual’s exempt status. You can obtain such statements from the depositary.

For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Failure to complete the Substitute Form W-9 will not, by itself, cause shares to be deemed invalidly tendered, but may require the depositary to withhold 28% of the amount of any payments made pursuant to the tender offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the taxpayer may obtain a refund, provided that the required information is furnished to the Internal Revenue Service.

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

Unless Expedia determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, Expedia will be required to withhold federal income tax at a rate of 30% from such gross proceeds paid to a foreign stockholder or his agent. For this purpose, a foreign stockholder is any stockholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, (iii) a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to make all substantial decisions, or (iv) an estate the income of which is subject to United States federal income taxation regardless of its source. A foreign stockholder may be eligible to file for a refund of such tax or a portion of such tax if such stockholder meets the “complete redemption,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in the offer to purchase under the caption “The Tender Offer — 14. U.S. Federal Income Tax Consequences” or if such stockholder is entitled to a reduced rate of withholding pursuant to a treaty and Expedia withheld at a higher rate.

In order to obtain a reduced rate of withholding under a tax treaty, a foreign stockholder must deliver to the depositary, before the payment, a properly completed and executed statement claiming such an exemption or reduction. A stockholder can obtain such statements from the depositary. In order to claim an exemption from withholding on the grounds that gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a foreign stockholder must deliver to the depositary a properly executed statement claiming exemption. A stockholder can obtain such statements from the depositary. We urge foreign stockholders to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedure.

13.  Irregularities.  Expedia will determine in its sole discretion all questions as to the Purchase Price, the number of shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties. Expedia reserves the absolute right to reject any or all tenders of shares it determines not be in proper form or the acceptance of which or payment for which may, in the opinion of Expedia, be unlawful. Expedia also reserves the absolute right to waive any of the conditions of the tender offer and any defect or irregularity in the tender of any particular shares, and Expedia’s interpretation of the terms of the tender offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Expedia shall determine. None of Expedia, the depositary, the information agent (as defined in the offer to purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

14.  Questions; Requests for Assistance and Additional Copies.  Please direct any questions or requests for assistance or for additional copies of the offer to purchase, the letter of transmittal or the notice of guaranteed delivery to the information agent at the telephone number and address set forth below. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the tender offer.

15.  Stock Option Plans.  If you hold vested options in Expedia’s stock option plans, then you may exercise such vested options by paying the cash exercise price and receiving shares which you may then tender in accordance with the terms of the tender offer.

16.  Lost, Stolen, Destroyed or Mutilated Certificates.  If any certificate representing any shares has been lost, stolen, destroyed or mutilated, you should notify The Bank of New York , the transfer agent for the shares, by calling 1-800-507-9357 and asking for instructions on obtaining replacement certificate(s) at the address specified on the cover of this letter of transmittal. The Bank of New York will require you to complete an affidavit of loss and return it to The Bank of New York. You will then be instructed by The Bank of New York as to the steps you must take in order to replace the certificate. You may be required to post a bond to secure against the risk that the original certificate may be subsequently recirculated.

We cannot process this letter of transmittal and related documents until you have followed the procedures for replacing lost, stolen, destroyed or mutilated certificates. We urge you to contact the transfer agent, The Bank of New York, immediately, in order to receive further instructions, for a determination as to whether you will need to post a bond, and to permit timely processing of this documentation.

Important: The depositary must receive this letter of transmittal (together with certificate(s) for shares or confirmation of book-entry transfer and all other required documents) or, if applicable, the notice of guaranteed delivery, before the expiration date.

YOU MUST COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 BELOW. Please provide your social security number or other taxpayer identification number (“TIN”) and certify that you are not subject to backup withholding.

SUBSTITUTE FORM W-9
Department of the Treasury Internal Revenue Service
Payer’s Request for TIN and Certification

Name:

Please check the appropriate box indicating your status:

o Individual/Sole proprietor o Corporation o Partnership o Other o Exempt from backup withholding

Address (number, street, and apt. or suite no.)

City, State, and ZIP code

Part I
Taxpayer Identification Number (“TIN”)

PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT. For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write “Applied For” in this Part I, complete the “Certificate Of Awaiting Taxpayer Identification Number” below.
Social Security Number

OR

Employer Identification Number

Part II
Certification

Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

(3) I am a U.S. person (including a U.S. resident alien).

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign
Here Signature of
U.S. person Date

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE TENDER OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR”
INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me will be withheld.

Sign
Here Signature of
U.S. person Date

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the name and
		social security
For this type of account:		number of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
6.	Sole proprietorship or single-member LLC	The owner(3)

		Give the name
For this type of account:		and employer identification number of —
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:  If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding include:

1.	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).
2.	The United States or any of its agencies or instrumentalities.
3.	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
4.	A foreign government or any of its political subdivisions, agencies or instrumentalities.
5.	An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:

6.	A corporation.
7.	A foreign central bank of issue.
8.	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
9.	A futures commission merchant registered with the Commodity Futures Trading Commission.
10.	A real estate investment trust.
11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.
12.	A common trust fund operated by a bank under Section 584(a).
13.	A financial institution.
14.	A middleman known in the investment community as a nominee or custodian.
15.	A trust exempt from tax under Section 664 or described in Section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for...	THEN the payment is exempt for...
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding.  Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding” box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.

Privacy Act Notice.  Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes and to cities, states, and the District of Columbia to carry out their tax laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.  If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding.  If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

The letter of transmittal and certificates for shares and any other required documents should be sent or delivered by each tendering stockholder or its broker, dealer, commercial bank, trust company or other nominee to the depositary at one of its addresses set forth above.

Any questions or requests for assistance or for additional copies of the offer to purchase, the letter of transmittal or the notice of guaranteed delivery may be directed to the information agent at the telephone number and address set forth below. You may also contact MacKenzie Partners, Inc. or your broker, dealer, commercial bank or trust company for assistance concerning the tender offer. To confirm delivery of your shares, please contact the depositary.

The information agent for the tender offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (call collect)

E-mail: proxy@mackenziepartners.com

or

Call Toll Free (800) 322-2885

EX-99.A.1.C

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

(Not to be Used for Signature Guarantee)

for

Offer to Purchase for Cash

Up to 30,000,000 Shares of its Common Stock

At a Purchase Price Not Greater Than $22.00

Nor Less Than $18.50 Per Share

by

Expedia, Inc.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY,
JANUARY 10, 2007, UNLESS EXPEDIA EXTENDS THE TENDER OFFER.

As set forth in Section 3 of the offer to purchase, dated December 11, 2006, you should use this notice of guaranteed delivery (or a facsimile of it) to accept the tender offer (as defined herein) if:

(a) your share certificates are not immediately available or you cannot deliver certificates representing shares of common stock, par value $.001 per share (the “shares”) of Expedia, Inc., a Delaware corporation (“Expedia”), prior to the “expiration date” (as defined in Section 1 of the offer to purchase); or

(b) the procedure for book-entry transfer cannot be completed before the expiration date (as specified in Section 1 of the offer to purchase); or

(c) time will not permit a properly completed and duly executed letter of transmittal and all other required documents to reach the depositary referred to below before the expiration date.

You may deliver this notice of guaranteed delivery (or a facsimile of it), signed and properly completed, by hand, mail, overnight courier or facsimile transmission so that the depositary receives it before the expiration date. See Section 3 of the offer to purchase and Instruction 2 to the letter of transmittal.

The depositary for the tender offer is:

The Bank of New York

By Mail:	By Hand:	By Overnight Delivery:
The Bank of New York	The Bank of New York	The Bank of New York
Expedia Inc.	Tender & Exchange Dept.	Expedia Inc.
P.O. Box 859208	11W	161 Bay State Road
Braintree, MA 02185-9028	101 Barclay Street	Braintree, MA 02184
	Receive & Deliver Window
	Street Level New York, NY 10286
	By Facsimile:
	For Eligible Institutions Only (781) 380-3388
	Confirm Facsimile Receipt by telephone:
	(781) 843-1833, Ext 200

Delivery of this notice of guaranteed delivery to an address other than those shown above or transmission of instructions via the facsimile number other than the one listed above does not constitute a valid delivery. Deliveries to Expedia or to the information agent of the tender offer will not be forwarded to the depositary and therefore will not constitute valid delivery. Deliveries to the book-entry transfer facility will not constitute valid delivery to the depositary.

You cannot use this notice of guaranteed delivery form to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an “eligible guarantor institution” (as defined in Section 3 of the offer to purchase) under the instructions thereto, such signature must appear in the applicable space provided in the signature box on the letter of transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Expedia the number of shares indicated below, at the price per share indicated below, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase and the related letter of transmittal, which together (and as each may be amended and supplemented from time to time) constitute the tender offer, and the receipt of which is hereby acknowledged. This tender is being made pursuant to the guaranteed delivery procedure set forth in Section 3 of the offer to purchase.

Number of Shares Being Tendered Hereby:            Shares

CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO

NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

(See Instruction 5 of the letter of transmittal)

o  The undersigned wants to maximize the chance of having Expedia purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Expedia pursuant to the tender offer (the “Purchase Price”). This action could result in receiving a price per share of as low as $18.50.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
(See Instruction 5 of the letter of transmittal)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the stockholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares at a different price in accordance with Section 4 of the offer to purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

o $18.50	o $	19.50	o $	20.50	o $	21.50
o $18.75	o $	19.75	o $	20.75	o $	21.75
o $19.00	o $	20.00	o $	21.00	o $	22.00
o $19.25	o $	20.25	o $	21.25

You WILL NOT have validly tendered your shares
unless you check ONE AND ONLY ONE BOX IN THIS PAGE.

ODD LOTS

(See Instruction 6 of the letter of transmittal)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

On the date hereof, the undersigned either (check one box):

o  is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares,

OR

o  is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record holder, and (ii) believes, based upon representations made to it by such beneficial owner(s), that each such person was the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such shares.

In addition, the undersigned is tendering shares (check ONE box):

o  at the Purchase Price, which will be determined by Expedia in accordance with the terms of the tender offer (persons checking this box should check the first box on page 2 of this notice of guaranteed delivery, under the heading ‘Shares Tendered at Purchase Price Pursuant to the Tender Offer‘); or

o  at the price per share indicated under the heading, ‘‘Price (in Dollars) Per Share at Which Shares Are Being Tendered” on page 2 of this notice of guaranteed delivery.

CONDITIONAL TENDER
(See Instruction 11 of the letter of transmittal)

A tendering stockholder may condition such stockholder’s tender of any shares upon the purchase by Expedia of a specified minimum number of the shares such stockholder tenders, as described in Section 6 of the offer to purchase. Unless Expedia purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, Expedia will not purchase any of the shares tendered below. It is the tendering stockholder’s responsibility to calculate that minimum number, and we urge each stockholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that Expedia must purchase if Expedia purchases any shares, Expedia will deem your tender unconditional.

o  The minimum number of shares that Expedia must purchase if Expedia purchases any shares, is:           shares.

If, because of proration, Expedia will not purchase the minimum number of shares that you designate, Expedia may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o  The tendered shares represent all shares held by the undersigned.

STOCKHOLDERS COMPLETE AND SIGN BELOW

Please type or print

Certificate No.(s) (if available):	Signature(s) of Stockholder(s):
	Date:
	Date:
	Date:

Name(s) of Stockholders: Area Code & Phone No. Address(es) of Stockholders:

If shares will be tendered by book-entry transfer provide the following information:

Name of Tendering Institution:	Account No:
_ _

GUARANTEE

(Not to be used for Signature Guarantee)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “Eligible Guarantor Institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “Eligible Guarantor Institution”), guarantees the delivery of the shares tendered hereby to the depositary, in proper form for transfer, or a confirmation that the shares tendered hereby have been delivered under the procedure for book-entry transfer set forth in the offer to purchase into the depositary’s account at the book-entry transfer facility, together with a properly completed and duly executed letter of transmittal and any other required documents, all within three NASDAQ trading days of the date hereof.

Name of Firm:	Name of Firm:
Authorized Signature:	Authorized Signature:
Name:	Name:
Title:	Title:
Address:	Address:
Zip Code:	Zip Code:
Area Code and Telephone Number:	Area Code and Telephone Number:
Dated:	Dated:
_ _ ,	_ _ ,

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

EX-99.A.1.D

Exhibit (a)(1)(D)

Offer to Purchase for Cash
Up to 30,000,000 Shares of its Common Stock
At a Purchase Price Not Greater Than $22.00
Nor Less Than $18.50 Per Share
by
Expedia, Inc.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 10, 2007, UNLESS EXPEDIA EXTENDS THE TENDER OFFER.

December 11, 2006

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

Expedia, Inc., a Delaware corporation (“Expedia” or “we”), is proposing to purchase for cash up to 30,000,000 shares of its common stock, par value $.001 per share (the “shares”), at a price not greater than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest. The terms and conditions of the tender offer are set forth in our offer to purchase, dated December 11, 2006 and the letter of transmittal, which together (and as each may be amended and supplemented from time to time) constitute the tender offer.

We will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $22.00 nor less than $18.50 per share (the “Purchase Price”), that we will pay for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. We will select the lowest Purchase Price that will allow Expedia to purchase 30,000,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn, at prices not greater than $22.00 nor less than $18.50 per share, under the tender offer. All shares properly tendered before the expiration date (as specified in Section 1 of the offer to purchase) at prices at or below the Purchase Price and not validly withdrawn will be purchased by Expedia at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including the “odd lot,” proration and conditional tender provisions thereof. See Section 1 of the offer to purchase. Shares tendered at prices in excess of the Purchase Price and shares that Expedia does not accept for purchase because of proration or conditional tenders will be returned at Expedia’s expense to the stockholders that tendered such shares, as promptly as practicable after the expiration date. Expedia expressly reserves the right, in its sole discretion, to purchase more than 30,000,000 shares under the tender offer, subject to applicable law.

If, at the expiration date more than 30,000,000 shares (or such greater number of shares as Expedia may elect to purchase, subject to applicable law) are properly tendered at or below the Purchase Price and not properly withdrawn, we will buy shares:

•  first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the Purchase Price and do not properly withdraw them before the expiration date;

•  second, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price, other than stockholders who tender conditionally and whose conditions are not satisfied; and

•  third, only if necessary to permit us to purchase 30,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) from holders who have tendered shares subject to the condition that we purchase a specified minimum number of the holder’s shares if we purchase any of the holder’s shares in the tender offer (for which the condition was not initially satisfied) at or below the Purchase Price by random lot, to the extent feasible. To be

eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7 of the offer to purchase.

For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. Offer to Purchase, dated December 11, 2006;

2. Letter to Clients, which you may send to your clients for whom you hold shares registered in your name or in the name of your nominee, with an Instruction Form provided for obtaining such clients’ instructions with regard to the tender offer;

3. Letter to the stockholders of Expedia, dated December 11, 2006 from the Chief Executive Officer of Expedia;

4. Letter of Transmittal, for your use and for the information of your clients, together with accompanying instructions, Substitute Form W-9, and Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9; and

5. Notice of Guaranteed Delivery, to be used to accept the tender offer in the event that you are unable to deliver the share certificates, together with all other required documents, to the depositary before the expiration date, or if the procedure for book-entry transfer cannot be completed before the expiration date.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 10, 2007, UNLESS EXPEDIA EXTENDS THE TENDER OFFER.

No fees or commissions will be payable to brokers, dealers, commercial banks, trust companies or any person for soliciting tenders of shares under the tender offer other than fees paid to the information agent and the trustee for the Expedia Retirement Savings Plan, as described in the offer to purchase. We will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the enclosed materials to their customers who are beneficial owners of shares held by them as a nominee or in a fiduciary capacity. We will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares pursuant to the tender offer, except as otherwise provided in the offer to purchase and letter of transmittal (see Instruction 9 of the letter of transmittal). No broker, dealer, bank, trust company or fiduciary shall be deemed to be either our agent, the depositary, or the information agent for purposes of the tender offer.

For shares to be properly tendered pursuant to the tender offer, the depositary must timely receive (1) the share certificates or confirmation of receipt of such shares under the procedure for book-entry transfer, together with a properly completed and duly executed letter of transmittal, including any required signature guarantees or an “agent’s message” (as defined in the offer to purchase and the letter of transmittal) and any other documents required pursuant to the tender offer, or (2) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the instructions set forth in the offer to purchase and letter of transmittal.

Stockholders (a) whose share certificates are not immediately available or who will be unable to deliver to the depositary the certificate(s) for the shares being tendered and all other required documents before the expiration date, or (b) who cannot complete the procedures for book-entry transfer before the expiration date, must tender their shares according to the procedure for guaranteed delivery set forth in Section 3 of the offer to purchase.

Neither Expedia nor its Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from tendering all or any shares or as to the price or prices at which to tender. Holders of shares must make their own decision as to whether to tender shares and, if so, how many shares to tender and at which prices.

Please address any inquiries you may have with respect to the tender offer to the information agent, MacKenzie Partners, Inc., at its address set forth on the back cover page of the offer to purchase and telephone number set forth below.

You may obtain additional copies of the enclosed material from MacKenzie Partners, Inc. by calling them at: (800) 322-2885 or (212) 929-5500.

2

Capitalized terms used but not defined herein have the meanings assigned to them in the offer to purchase and the letter of transmittal.

Very truly yours,

For: Expedia, Inc.

By: Burke F. Norton

Enclosures.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AN AGENT OF EXPEDIA, THE INFORMATION AGENT, THE TRUSTEE FOR ANY EXPEDIA EMPLOYEE PLAN, OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

3

EX-99.A.1.E

Exhibit (a)(1)(E)

Offer to Purchase for Cash
Up to 30,000,000 Shares of its Common Stock
At a Purchase Price Not Greater Than $22.00
Nor Less Than $18.50 Per Share
by
Expedia, Inc.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 10, 2007 UNLESS EXPEDIA EXTENDS THE TENDER OFFER.

December 11, 2006

To Our Clients:

Enclosed for your consideration are the offer to purchase, dated December 11, 2006, and the letter of transmittal, in connection with the tender offer by Expedia, Inc., a Delaware corporation (“Expedia”), to purchase up to 30,000,000 shares of its common stock, par value $.001 per share (the “shares”). Pursuant to the offer to purchase and the letter of transmittal, which together (as each may be amended and supplemented from time to time) constitute the tender offer, Expedia will purchase the shares at a price, specified by tendering stockholders, not greater than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase.

Expedia will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $22.00 nor less than $18.50 per share (the “Purchase Price”), that it will pay for shares properly tendered and not properly withdrawn pursuant to the terms of the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Expedia will select the lowest Purchase Price that will allow it to purchase 30,000,000 shares, or such fewer number of shares as are properly tendered and not properly withdrawn, at prices not greater than $22.00 nor less than $18.50 per share, under the tender offer.

All shares properly tendered before the expiration date (as specified in Section 1 of the offer to purchase) at prices at or below the Purchase Price and not properly withdrawn will be purchased by Expedia at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including the “odd lot,” proration and conditional tender provisions thereof. All shares tendered at prices in excess of the Purchase Price and all shares that Expedia does not accept for purchase because of proration or conditional tenders will be returned at Expedia’s expense to the stockholders that tendered such shares as promptly as practicable after the expiration date. Expedia expressly reserves the right, in its sole discretion, to purchase more than 30,000,000 shares under the tender offer, subject to applicable law.

We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the letter of transmittal for your information only. You cannot use the letter of transmittal to tender shares we hold for your account. The letter of transmittal must be completed and executed by us, according to your instructions.

Please instruct us as to whether you wish us to tender, on the terms and subject to the conditions of the tender offer, any or all of the shares we hold for your account, by completing and signing the Instruction Form enclosed herein.

Please note carefully the following:

1. You may tender shares at prices not greater than $22.00 nor less than $18.50 per share as indicated in the enclosed Instruction Form, net to you in cash, without interest.

2. You should consult with your broker and/or your tax advisor as to whether (and if so, in what manner) you should designate the priority in which you want your tendered shares to be purchased in the event of proration.

3. The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions set forth in Section 7 of the offer to purchase, which you should read carefully.

4. The tender offer, the proration period and the withdrawal rights will expire at 5:00 p.m., New York City time, on Wednesday, January 10, 2007, unless Expedia extends the tender offer.

5. The tender offer is for 30,000,000 shares, constituting approximately 9.8% of the shares of common stock outstanding as of December 1, 2006.

6. Tendering stockholders who are registered stockholders or who tender their shares directly to The Bank of New York will not be obligated to pay any brokerage commissions or fees, solicitation fees, or (except as set forth in the offer to purchase and Instruction 9 to the letter of transmittal) stock transfer taxes on Expedia’s purchase of shares under the tender offer.

7. If you (i) own beneficially or of record an aggregate of fewer than 100 shares, (ii) instruct us to tender on your behalf ALL of the shares you own at or below the Purchase Price before the expiration date and (iii) check the box captioned “Odd Lots” in the attached Instruction Form, then Expedia, upon the terms and subject to the conditions of the tender offer, will accept all of your tendered shares for purchase regardless of any proration that may be applied to the purchase of other shares properly tendered but not meeting the above conditions.

8. If you wish to condition your tender upon the purchase of all shares tendered or upon Expedia’s purchase of a specified minimum number of the shares that you tender, you may elect to do so and thereby avoid (in full or in part) possible proration of your tender. Expedia’s purchase of shares from all tenders which are so conditioned will be determined, to the extent necessary, by random lot. To elect such a condition complete the section captioned “Conditional Tender” in the attached Instruction Form.

9. If you wish to tender portions of your shares at different prices, you must complete a SEPARATE Instruction Form for each price at which you wish to tender each such portion of your shares. We must and will submit separate letters of transmittal on your behalf for each price you will accept.

10. The Board of Directors of Expedia has approved the tender offer. However, neither Expedia nor its Board of Directors makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares for purchase, or as to the price or prices at which stockholders should choose to tender their shares. Stockholders must make their own decisions as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which they should tender such shares. Expedia’s directors and executive officers and Liberty Media Corporation have advised Expedia that they do not intend to tender any shares in the tender offer.

If you wish to have us tender any or all of your shares, please instruct us to that effect by completing, executing, and returning to us the enclosed Instruction Form. A pre-addressed envelope is enclosed for your convenience. If you authorize us to tender your shares, we will tender all of the shares that we hold beneficially for your account unless you specify otherwise on the enclosed Instruction Form.

Please forward your completed Instruction Form to us in a timely manner to give us ample time to permit us to submit the tender on your behalf before the expiration date of the tender offer. The tender offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Wednesday, January 10, 2007, unless Expedia extends the tender offer.

As described in the offer to purchase, if more than 30,000,000 shares, or such greater number of shares as Expedia may elect to purchase in accordance with applicable law, are properly tendered at or below the Purchase Price and not properly withdrawn before the expiration date, then Expedia will accept shares for purchase at the Purchase Price in the following order of priority:

1. First, Expedia will purchase all shares properly tendered at or below the Purchase Price and not properly withdrawn before the expiration date by any “odd lot” holder who:

(a) tenders ALL of the shares owned beneficially or of record by such odd lot holder at or below the Purchase Price before the expiration date (partial tenders will not qualify for this preference); AND

2

(b) completes the section captioned “Odd Lots” on the letter of transmittal and, if applicable, on the notice of guaranteed delivery, without regard to any proration that would otherwise be applicable to such “odd lot” shares.

2. Second, after Expedia has purchased all properly tendered (and not validly withdrawn) “odd lot” shares, Expedia will purchase all other shares properly tendered at or below the Purchase Price before the expiration date (and not properly withdrawn) on a pro rata basis if necessary, subject to the conditional tender provisions described in Section 6 of the offer to purchase, and with adjustments to avoid purchases of fractional shares, all as provided in the offer to purchase.

3. Third, and only if necessary to permit Expedia to purchase 30,000,000 shares (or such greater number of shares as Expedia may elect to purchase subject to applicable law), Expedia will purchase properly tendered shares from holders who have tendered shares conditionally (and for whom the condition was not initially satisfied) by random lot to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered (and for whom the condition was not initially satisfied) must have tendered all of their shares.

The tender offer is being made solely under the offer to purchase and the letter of transmittal and is being made to all record holders of shares. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

YOUR PROMPT ACTION IS REQUESTED.  PLEASE FORWARD YOUR COMPLETED INSTRUCTION FORM TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE TENDER OFFER.

3

Instruction Form with Respect to

Expedia, Inc.

Offer to Purchase for Cash

Up to 30,000,000 Shares of its Common Stock

At a Purchase Price Not Greater Than $22.00

Nor Less Than $18.50 Per Share

The undersigned acknowledge(s) receipt of your letter in connection with the tender offer by Expedia, Inc., a Delaware corporation (“Expedia”), to purchase up to 30,000,000 shares of its common stock, par value $.001 per share (the “shares”), at a price specified by the undersigned and not greater than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the enclosed offer to purchase, dated December 11, 2006 and the letter of transmittal, which together (as each maybe amended and supplemented from time to time) constitute the tender offer.

The undersigned understands that Expedia will, upon the terms and subject to the conditions of the tender offer, (i) determine a single per share price not greater than $22.00 nor less than $18.50 per share (the “Purchase Price”) and (ii) purchase the shares properly tendered and not properly withdrawn under the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Expedia will select the lowest Purchase Price that will allow it to purchase 30,000,000 shares, or such lesser number of shares as are properly tendered and not properly withdrawn, at prices not greater than $22.00 nor less than $18.50 per share under the tender offer. Expedia will purchase all shares properly tendered at prices at or below the Purchase Price and not properly withdrawn at the Purchase Price, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer, including the odd lot, proration and conditional tender provisions described in the offer to purchase. All other shares, including shares tendered at prices in excess of the Purchase Price and shares that Expedia does not accept for purchase because of proration or conditional tenders will be returned at Expedia’s expense to the stockholders that tendered such shares as promptly as practicable.

The undersigned hereby instruct(s) you to tender to Expedia the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, at the price per share indicated below, in accordance with the terms and subject to the conditions of the tender offer.

NUMBER OF SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED:

           SHARES*

4

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER
(See Instruction 5 of the letter of transmittal)

o  The undersigned wants to maximize the chance of having Expedia purchase all shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Expedia pursuant to the tender offer (the “Purchase Price”). This action could result in receiving a price per share of as low as $18.50.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(See Instruction 5 of the letter of transmittal)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price is less than the price checked below. A stockholder who desires to tender shares at more than one price must complete a separate letter of transmittal for each price at which the stockholder tenders shares. You cannot tender the same shares at more than one price, unless you have previously validly withdrawn those shares at a different price in accordance with Section 4 of the offer to purchase.

Price (in Dollars) Per Share at Which Shares Are Being Tendered

o $18.50	o $	19.50	o $	20.50	o $	21.50
o $18.75	o $	19.75	o $	20.75	o $	21.75
o $19.00	o $	20.00	o $	21.00	o $	22.00
o $19.25	o $	20.25	o $	21.25

You WILL NOT have validly tendered your shares
unless you check ONE AND ONLY ONE BOX IN THIS PAGE.

* Unless you indicate otherwise, we will assume that you are instructing us to tender all of the shares held by us for your account.

CHECK ONE AND ONLY ONE BOX.  IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.

5

ODD LOTS
(See Instruction 6 of the letter of transmittal)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

o  By checking this box, the undersigned represents that the undersigned owns beneficially or of record an aggregate of fewer than 100 shares and is instructing the holder to tender all such shares.

In addition, the undersigned is tendering shares either (check ONE box):

o  at the Purchase Price, which will be determined by Expedia in accordance with the terms of the tender offer (persons checking this box should check the first box on the previous page, under the heading “Shares Tendered at Price Determined Pursuant to the Tender Offer”); OR

o  at the price per share indicated on the previous page under “Price (in Dollars) Per Share at Which Shares Are Being Tendered.”

CONDITIONAL TENDER
(See Instruction 11 of the letter of transmittal)

A tendering stockholder may condition such stockholder’s tender of any shares upon the purchase by Expedia of a specified minimum number of the shares such stockholder tenders, as described in Section 6 of the offer to purchase. Unless Expedia purchases at least the minimum number of shares you indicate below pursuant to the terms of the tender offer, Expedia will not purchase any of the shares tendered below. It is the tendering stockholder’s responsibility to calculate that minimum number, and we urge each stockholder to consult his or her own tax advisor in doing so. Unless you check the box immediately below and specify, in the space provided, a minimum number of shares that Expedia must purchase if Expedia purchases any shares, Expedia will deem your tender unconditional.

o  The minimum number of shares that Expedia must purchase if Expedia purchases any shares, is:            shares.

If, because of proration, Expedia will not purchase the minimum number of shares that you designate, Expedia may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares. To certify that you are tendering all of the shares you own, check the box below.

o  The tendered shares represent all shares held by the undersigned.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, PLEASE ALLOW SUFFICIENT TIME TO ASSURE DELIVERY.

— PLEASE SIGN ON THE NEXT PAGE —

6

SIGNATURE

Please Print

Signature(s): 

Names(s): 

Taxpayer Identification or Social Security Number: 

Address(es): 

(include zip code)

Area Code & Phone Number(s): 

Date: 

7

EX-99.A.1.F

Exhibit (a)(1)(F)

IMMEDIATE ATTENTION REQUIRED

December 11, 2006

Re: Expedia, Inc. Tender Offer

Dear Expedia Retirement Savings Plan Participant:

The enclosed tender offer materials and Direction Form require your immediate attention. Our records reflect that, as a participant in the Expedia Retirement Savings Plan (the “Plan”), all or a portion of your individual account is invested in the Expedia, Inc. Stock Fund (the “Stock Fund”). The tender offer materials describe an offer by Expedia, Inc. to purchase up to 30,000,000 shares of its common stock, par value $.001 per share (the “Shares”), at a price not greater than $18.50 nor less than $22.00 per share, net to the seller in cash, without interest (the “Offer”). As described below, you have the right to instruct Fidelity Management Trust Company (“Fidelity”), as trustee of the Plan, concerning whether to tender Shares attributable to your individual account under the Plan. You will need to complete the enclosed Direction Form and return it to Fidelity’s tabulator in the enclosed return envelope so that it is RECEIVED by 4:00 p.m., New York City time, on Friday, January 5, 2007, unless the Offer is extended, in which case the deadline for receipt of instructions will be three business days prior to the expiration date of the Offer, if feasible.

The remainder of this letter summarizes the transaction, your rights under the Plan and the procedures for completing and submitting the Direction Form. You should also review the more detailed explanation provided in the Offer to Purchase, dated December 11, 2006 (the “Offer to Purchase”), enclosed with this letter.

BACKGROUND

Expedia, Inc. (“Expedia”) has made an Offer to its stockholders to tender up to 30,000,000 shares of its common stock, par value $.001 per share, for purchase by Expedia at a price not greater than $18.50 nor less than $22.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase. Expedia will select the lowest purchase price that will allow it to purchase 30,000,000 Shares or, if a lesser number of Shares are properly tendered, all Shares that are properly tendered and not withdrawn. All Shares acquired in the Offer will be acquired at the same purchase price regardless of whether the stockholder tendered at a lower price.

The enclosed Offer to Purchase sets forth the objectives, terms and conditions of the Offer and is being provided to all of Expedia’s stockholders. To understand the Offer fully and for a more complete description of the terms and conditions of the Offer, you should carefully read the entire Offer to Purchase.

The Offer extends to the Shares held by the Plan. As of December 6, 2006, the Plan had approximately 67,549 Shares allocated to participant accounts. Only Fidelity, as trustee of the Plan, can tender these Shares in the Offer. Nonetheless, as a participant under the Plan, you have the right to direct Fidelity whether or not to tender some or all of the Shares attributable to your individual account in the Plan, and at what price or prices. Unless otherwise required by applicable law, Fidelity will tender Shares attributable to participant accounts in accordance with participant instructions and Fidelity will not tender Shares attributable to participant accounts for which it does not receive timely instructions. If you do not complete the enclosed Direction Form and return it to Fidelity’s tabulator on a timely basis, you will be deemed to have elected not to participate in the Offer and no Shares attributable to your Plan account will be tendered.

LIMITATIONS ON FOLLOWING YOUR DIRECTION

The enclosed Direction Form allows you to specify the percentage of the Shares attributable to your account that you wish to tender and the price or prices at which you want to tender Shares attributable to your account. As detailed below, when Fidelity tenders Shares on behalf of the Plan, they may be required to tender Shares on terms different than those set forth on your Direction Form.

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the trust agreement between Expedia and Fidelity prohibit the sale of Shares to Expedia for less than “adequate consideration” which is defined by ERISA for a publicly traded security as the prevailing market price on a national securities exchange. Fidelity will determine “adequate consideration,” based on the prevailing or closing market price of the Shares on the New York Stock Exchange on or about the date the Shares are tendered by Fidelity (the “prevailing market price”). Accordingly, depending on the prevailing market price

of the Shares on such date, Fidelity may be unable to follow participant directions to tender Shares to Expedia at certain prices within the offered range. Fidelity will tender or not tender Shares as follows:

•  If the prevailing market price is greater than the maximum tender price offered by Expedia ($22.00 per Share), notwithstanding your direction to tender Shares in the Offer, the Shares will not be tendered.

•  If the prevailing market price is lower than the price at which you direct Shares be tendered, notwithstanding the lower closing market price, Fidelity will follow your direction both as to percentage of Shares to tender and as to the price at which such Shares are tendered.

•  If the prevailing market price is greater than the price at which you direct the Shares be tendered but within the range of $18.50 to $22.00, Fidelity will follow your direction regarding the percentage of Shares to be tendered, but will increase the price at which such Shares are to be tendered to the lowest tender price that is not less than prevailing market price.

•  If the prevailing market price is within the range of $18.50 to $22.00, for all shares directed to be tendered at the “per Share purchase price to be determined pursuant to the tender offer”, Fidelity will tender such Shares at the lowest tender price that is not less than the prevailing market price.

Unless otherwise required by applicable law, Fidelity will not tender Shares for which it has received no direction, or for which it has received a direction not to tender. Fidelity makes no recommendation as to whether to direct the tender of Shares or whether to refrain from directing the tender of Shares. EACH PARTICIPANT OR BENEFICIARY MUST MAKE HIS OR HER OWN DECISIONS.

CONFIDENTIALITY

To assure the confidentiality of your decision, Fidelity and their affiliates or agents will tabulate the Direction Forms. Neither Fidelity nor their affiliates or agents will make your individual direction available to Expedia.

PROCEDURE FOR DIRECTING TRUSTEE

Enclosed is a Direction Form which should be completed and returned to Fidelity’s tabulator. Please note that the Direction Form indicates the number of Shares attributable to your individual account as of December 6, 2006. However, for purposes of the final tabulation, Fidelity will apply your instructions to the number of Shares attributable to your account as of January 5, 2007, or as of a later date if the Offer is extended.

If you do not properly complete the Direction Form or do not return it by the deadline specified, such Shares will be considered NOT TENDERED.

To properly complete your Direction Form, you must do the following:

(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE BOX:

•  CHECK BOX 1 if you do not want the Shares attributable to your individual account tendered for sale in accordance with the terms of the Offer and simply want the Plan to continue holding such Shares.

•  CHECK BOX 2 in all other cases and complete the table immediately below Box 2. Specify the percentage (in whole numbers) of Shares attributable to your individual account that you want to tender at each price indicated.

You may direct the tender of Shares attributable to your account at different prices. To do so, you must state the percentage (in whole numbers) of Shares to be sold at each price by filling in the percentage of such Shares on the line immediately before the price. Also, you may elect to accept the per Share purchase price to be determined pursuant to the tender offer, which will result in receiving a price per Share as low as $18.50 or as high as $22.00. Leave a given line blank if you want no Shares tendered at that particular price. The total of the percentages you provide on the Direction Form may not exceed 100%, but it may be less than 100%. If this amount is less than 100%, you will be deemed to have instructed Fidelity NOT to tender the balance of the Shares attributable to your individual account.

(2) Date and sign the Direction Form in the space provided.

(3) Return the Direction Form in the enclosed return envelope so that it is received by Fidelity’s tabulator at the address on the return envelope (P.O. Box 9142, Hingham, MA 02043) not later than 4:00 P.M., New York City time, on Friday, January 5, 2007, unless the Offer is extended, in which case the participant deadline shall be three business days prior to the expiration date of the Offer, if feasible. If you wish to return the form by overnight courier, please send it to Fidelity’s tabulator at Tabulator, 60 Research Road, Hingham, MA 02043. Directions via facsimile will not be accepted.

Your direction will be deemed irrevocable unless withdrawn by 4:00 p.m., New York City time, on Friday, January 5, 2007, unless the Offer is extended. In order to make an effective withdrawal, you must submit a new Direction Form which may be obtained by calling Fidelity at (800) 835-5095. Upon receipt of a new, completed and signed Direction Form, your previous direction will be deemed canceled. You may direct the re-tendering of any Shares attributable to your individual account by obtaining an additional Direction Form from Fidelity and repeating the previous instructions for directing tender as set forth in this letter.

After the deadline above for returning the Direction Form to Fidelity’s tabulator, Fidelity and their affiliates or agents will complete the tabulation of all directions. Fidelity will tender the appropriate number of Shares on behalf of the Plan.

Expedia will then buy all Shares, up to 30,000,000, that were properly tendered through the Offer. If there is an excess of Shares tendered over the exact number desired by Expedia, Shares tendered pursuant to the Offer may be subject to proration, as described in the Offer to Purchase. Any Shares attributable to your account that are not purchased in the Offer will remain allocated to your individual account under the Plan.

The preferential treatment of holders of fewer than 100 Shares, as described in the Offer to Purchase, will not apply to participants in the Plan, regardless of the number of Shares held within their individual accounts. Likewise, the conditional tender of Shares, as described in the Offer to Purchase, will not apply to the participants in the Plan.

EFFECT OF TENDER ON YOUR ACCOUNT

If you direct Fidelity to tender some or all of the Shares attributable to your Plan account, as of 4:00 p.m., New York City time, on January 5, 2007, certain transactions involving the Stock Fund attributable to your account, including all exchanges out, loans, withdrawals and distributions, will be prohibited until all processing related to the Offer has been completed, unless the Offer is terminated or the completion date is extended. (Balances in the Stock Fund will be utilized to calculate amounts eligible for loans and withdrawals throughout this freeze on the Stock Fund.) In the event that the Offer is extended, the freeze on transactions involving the Stock Fund will, if feasible, be temporarily lifted until three days prior to the new completion date of the Offer, as extended, at which time a new freeze on these transactions involving the Stock Fund will commence. You can call Fidelity at (800) 835-5095 to obtain updated information on expiration dates, deadlines and Stock Fund freezes.

If you directed Fidelity to NOT tender any of the Shares attributable to your account or you did not return your Trustee Direction Form in a timely manner, you will continue to have access to all transactions normally available to the Stock Fund, subject to Plan rules.

INVESTMENT OF PROCEEDS

For any Shares in the Plan that are tendered and purchased by Expedia, Expedia will pay cash to the Plan. INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.

Fidelity will invest proceeds received with respect to Shares attributable to your account in the Fidelity Freedom Income Fund as soon as administratively possible after receipt of proceeds. Fidelity anticipates that the processing of participant accounts will be completed five to seven business days after receipt of these proceeds. You may call Fidelity at (800) 835-5095 after the reinvestment is complete to learn the effect of the tender on your account or to have the proceeds from the sale of Shares which were invested in the Fidelity Freedom Income Fund invested in other investment options offered under the Plan.

SHARES OUTSIDE THE PLAN

If you hold Shares outside of the Plan, you will receive, under separate cover, Offer materials to be used to tender those Shares. Those Offer materials may not be used to direct Fidelity to tender or not tender the Shares attributable to your individual account under the Plan. Likewise, the tender of Shares attributable to your individual account under the Plan will not be effective with respect to Shares you hold outside of the Plan. The direction to tender or not tender Shares attributable to your individual account under the Plan may only be made in accordance with the procedures in this letter. Similarly, the enclosed Direction Form may not be used to tender Shares held outside of the Plan.

FURTHER INFORMATION

If you require additional information concerning the procedure to tender Shares attributable to your individual account under the Plan, please contact Fidelity at (800) 835-5095. If you require additional information concerning the terms and conditions of the Offer, please call MacKenzie Partners, Inc., the Information Agent, toll free at (800) 322-2885.

Sincerely,

Fidelity Management Trust Company

EX-99.A.1.G

Exhibit (a)(1)(G)

DIRECTION FORM

EXPEDIA, INC. TENDER OFFER

BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE

ACCOMPANYING OFFER TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS.

PLEASE NOTE THAT IF YOU DO NOT SEND IN A PROPERLY COMPLETED, SIGNED DIRECTION FORM, OR IF SUCH DIRECTION FORM IS NOT RECEIVED BY 4:00 P.M., NEW YORK CITY TIME ON FRIDAY, JANUARY 5, 2007, UNLESS THE TENDER OFFER IS EXTENDED, THE SHARES ATTRIBUTABLE TO YOUR ACCOUNT UNDER THE PLAN WILL NOT BE TENDERED IN ACCORDANCE WITH THE TENDER OFFER, UNLESS OTHERWISE REQUIRED BY LAW.

Fidelity Management Trust Company (“Fidelity”) makes no recommendation to any participant in the Expedia Retirement Savings Plan (the “Plan”) as to whether to tender or not, or at which prices. Your direction to Fidelity will be kept confidential.

This Direction Form, if properly signed, completed and received by Fidelity’s tender offer tabulator in a timely manner, will supersede any previous Direction Form.

Date

Please Print Name

Signature

As of December 6, 2006, the number of Shares attributable to your account in the Plan is shown to the right of your address.

In connection with the Offer to Purchase made by Expedia, Inc., dated December 11, 2006, I hereby instruct Fidelity to tender the shares attributable to my account under the Plan as of January 5, 2007, unless a later deadline is announced, as follows (check only one box and complete):

(CHECK BOX ONE OR TWO)

o  1.	Please refrain from tendering and continue to HOLD all Shares attributable to my individual account under the Plan.
o  2.	Please TENDER Shares attributable to my individual account under the Plan in the percentage indicated below for each of the prices provided. A blank space before a given price will be taken to mean that no shares attributable to my account are to be tendered at that price. FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX 2.

Percentage of Shares to be Tendered (The total of all percentages must be less than or equal to 100%. If the total is less than 100%, you will be deemed to have directed Fidelity NOT to tender the remaining percentage.)

% at $18.50	% at $19.50	% at $20.50	% at $21.50
% at $18.75	% at $19.75	% at $20.75	% at $21.75
% at $19.00	% at $20.00	% at $21.00	% at $22.00
% at $19.25	% at $20.25	% at $21.25	% at TBD**

**  By entering a percentage on the % line at TBD, the undersigned is willing to accept the Purchase Price resulting from the Dutch Auction, for the percentage of shares elected. This could result in receiving a price per share as low as $18.50 or as high as $22.00 per share.

EX-99.A.5.A

Exhibit (a)(5)(A)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The offer is made solely by the offer to purchase, dated December 11, 2006, and the related letter of transmittal, and any amendments or supplements thereto. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer or the acceptance of any tender of shares would not be in compliance with the laws of such jurisdiction.

Notice of Offer to Purchase for Cash
by
Expedia, Inc.
Up to 30,000,000 shares of its Common Stock
At a Purchase Price Not Greater Than $22.00
Nor Less Than $18.50 Per Share

     Expedia, Inc. a Delaware corporation (“Expedia”), is offering to purchase for cash up to 30,000,000 shares of its common stock, par value $.001 per share (the “shares”), upon the terms and subject to the conditions set forth in the offer to purchase, dated December 11, 2006, and in the related letter of transmittal, as they may be amended and supplemented from time to time. Expedia is inviting its stockholders to tender their shares at prices specified by the tendering stockholder that are not greater than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the tender offer.

     The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions set forth in the offer to purchase and the related letter of transmittal.

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 10, 2007, UNLESS EXPEDIA EXTENDS THE TENDER OFFER.

     The Board of Directors of Expedia has approved the tender offer. However, neither Expedia nor its Board of Directors makes any recommendation to its stockholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which stockholders may choose to tender their shares. Stockholders must make their own decisions as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which to tender their shares. In so doing, stockholders should read carefully the information in the offer to purchase and in the related letter of transmittal, including Expedia’s reasons for making the tender offer. Expedia’s directors and executive officers and Liberty Media Corporation have advised Expedia that they do not intend to tender any shares in the tender offer.

     Expedia will, upon the terms and subject to the conditions of the tender offer, determine the single per share price, not greater than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest, that it will pay for shares properly tendered and not properly withdrawn in the tender offer, taking into account the total number of shares so tendered and the prices specified by the tendering stockholders. Expedia will select the lowest purchase price that will allow Expedia to purchase 30,000,000 shares, or such fewer number of shares as are properly

tendered and not properly withdrawn, at prices not greater than $22.00 nor less than $18.50 per share. Expedia will purchase at the purchase price all shares properly tendered at prices at or below the purchase price and not properly withdrawn, on the terms and subject to the conditions of the tender offer, including the “odd lot,” proration and conditional tender provisions.

     Under no circumstances will Expedia pay interest on the purchase price for the shares, regardless of any delay in making payment. Expedia will acquire all shares acquired in the tender offer at the purchase price regardless of whether the stockholder tendered at a lower price. The term “expiration date” means 5:00 p.m., New York City time, on Wednesday, January 10, 2007, unless and until Expedia, in its sole discretion, shall have extended the period of time during which the tender offer will remain open, in which event the term “expiration date” shall refer to the latest time and date at which the tender offer, as so extended by Expedia, shall expire. Expedia expressly reserves the right, in its sole discretion, to purchase more than 30,000,000 shares under the tender offer, subject to applicable law.

     For purposes of the tender offer, Expedia will be deemed to have accepted for payment, and therefore purchased, shares properly tendered at or below the purchase price and not properly withdrawn, subject to the odd lot, proration and conditional tender provisions of the tender offer, only when, as and if Expedia gives oral or written notice to The Bank of New York, the depositary for the tender offer, of its acceptance of the shares for payment under the tender offer. Expedia will make payment for shares tendered and accepted for payment under the tender offer only after the depositary timely receives share certificates or a timely confirmation of the book-entry transfer of the shares into the depositary’s account at the book-entry transfer facility, a properly completed and duly executed letter of transmittal, or an “agent’s message” (as defined in the offer to purchase) in the case of a book-entry transfer, and any other documents required by the letter of transmittal.

     Upon the terms and subject to the conditions of the tender offer, if more than 30,000,000 shares, or such greater number of shares as Expedia may elect to purchase, subject to applicable law, have been properly tendered, and not properly withdrawn, prior to the expiration date at prices at or below the purchase price, Expedia will purchase properly tendered shares on the following basis:

• first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the purchase price selected by Expedia and do not properly withdraw them before the expiration date;

• second, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by Expedia, other than stockholders who tender conditionally and whose conditions are not satisfied; and

• third, only if necessary to permit Expedia to purchase 30,000,000 shares (or such greater number of shares as Expedia may elect to purchase, subject to applicable law) from holders who have tendered shares at or below the purchase price subject to the condition that Expedia purchase a specified minimum number of the holder’s shares if Expedia purchases any of the holder’s shares in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by

random lot, stockholders that conditionally tender their shares must have tendered all of their shares.

     Expedia will return to the tendering stockholders shares that it does not purchase in the tender offer at Expedia’s expense as promptly as practicable after the expiration date.

     Expedia expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the tender offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the depositary and making a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced expiration date. During any such extension, all shares previously tendered and not properly withdrawn will remain subject to the tender offer and to the right of a tendering stockholder to withdraw such stockholder’s shares.

     Expedia believes that the tender offer is a prudent use of its financial resources given its business profile, capital structure, assets and the current market price of its shares, and that investing in its own shares is an attractive use of capital and an efficient means to provide value to its stockholders. The tender offer represents the opportunity for Expedia to return cash to stockholders who elect to tender their shares, while at the same time increasing non-tendering stockholders’ proportionate interest in Expedia.

     Generally, a stockholder will be subject to U.S. federal income taxation when the stockholder receives cash from Expedia in exchange for the shares that the stockholder tenders.

     Stockholders may withdraw shares tendered under the tender offer at any time prior to the expiration date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 Midnight, New York City time, on Wednesday, February 7, 2007 unless theretofore accepted for payment as provided in the offer to purchase. For a withdrawal to be effective, The Bank of New York must timely receive a written or facsimile transmission notice of withdrawal at its address set forth on the back cover page of the offer to purchase. Any such notice of withdrawal must specify the name of the tendering stockholder, the number of shares that the stockholder wishes to withdraw and the name of the registered holder of the shares.

     If the share certificates to be withdrawn have been delivered or otherwise identified to the depositary, then, before the release of the share certificates, the serial numbers shown on the share certificates must be submitted to the depositary and the signature(s) on the notice of withdrawal must be guaranteed by an “eligible guarantor institution” (as defined in the offer to purchase), unless the shares have been tendered for the account of an eligible guarantor institution. If shares have been tendered pursuant to the procedure for book-entry transfer set forth in the offer to purchase, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and must otherwise comply with the book-entry transfer facility’s procedures.

     Expedia will determine all questions as to the form and validity, including the time of receipt, of any notice of withdrawal, in its sole discretion, and such determination will be final and binding. None of Expedia, The Bank of New York, as the depositary, MacKenzie Partners,

Inc., as the information agent, or any other person will be under any duty to give notification of any defects or irregularities in any tender or notice of withdrawal or incur any liability for failure to give any such notification.

     The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the offer to purchase and is incorporated herein by reference.

     We are mailing promptly the offer to purchase and the related letter of transmittal to record holders of shares and will furnish the offer to purchase and letter of transmittal to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on Expedia’s stockholder list or, if applicable, that are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares. Holders of exercisable warrants for shares and holders of Expedia's preferred stock may exercise such warrants or convert such preferred stock in accordance with their respective terms, and tender the shares received upon exercise or conversion in accordance with the tender offer.

     The offer to purchase and the related letter of transmittal contain important information that stockholders should read carefully before making any decision with respect to the tender offer. Stockholders may obtain additional copies of the offer to purchase and the letter of transmittal from the information agent at the address and telephone number set forth below. The information agent will promptly furnish to stockholders additional copies of these materials at Expedia’s expense.

     Please direct any questions or requests for assistance to the information agent at its telephone number and address set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer. To confirm delivery of shares, please contact the depositary.

The Information Agent for the tender offer is:

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (call collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll Free (800) 322-2885

December 11, 2006

EX-99.A.5.B

Exhibit (a)(5)(B)

Expedia, Inc.

3150 139th Avenue S.E.

Bellevue, WA 98005

Telephone: (425) 679-7200

Dara Khosrowshahi

Chief Executive Officer

December 11, 2006

To Our Stockholders:

As described in the enclosed materials, Expedia, Inc. (“Expedia”) is offering to purchase up to 30,000,000 shares of its common stock, or such lesser number of shares as are properly tendered.

The price paid by Expedia will not be greater than $22.00 nor less than $18.50 per share, net to the seller in cash, without interest. Expedia is conducting the offer through a procedure commonly referred to as a “Dutch auction” tender offer. This procedure allows you to select the price within the $18.50 to $22.00 price range at which you are willing to sell your shares to Expedia. Alternatively, this procedure allows you to sell all or a portion of your shares to Expedia at the purchase price to be determined by Expedia in accordance with the terms of the tender offer. Choosing the latter alternative could result in your receipt of a price per share as low as $18.50. All shares that Expedia purchases under the tender offer will be purchased at the same price. You may tender all or only a portion of your shares upon the terms and subject to the conditions of the tender offer, including the odd lot, proration and conditional tender provisions.

Based upon the number of shares tendered and the prices specified by the tendering stockholders, Expedia will determine the lowest single price (the “Purchase Price”) within the $18.50 to $22.00 range that will allow it to buy 30,000,000 shares, or such fewer number of shares as are properly tendered. Expedia will pay tendering stockholders the Purchase Price in cash, for all of the shares that are properly tendered at or below the Purchase Price, subject to possible proration and the provisions relating to the tender of odd lots and conditional tenders described in the enclosed offer to purchase. Any stockholder whose shares are properly tendered directly to The Bank of New York, the depositary in the tender offer, and thereafter purchased by Expedia pursuant to the tender offer, will receive the net aggregate Purchase Price in cash, without interest, as promptly as practicable after the expiration of the tender offer, thus avoiding the usual transaction costs associated with open market sales. If you hold shares through a broker or bank, you should consult your broker or bank to determine whether any transaction costs apply. Stockholders that own fewer than 100 shares should note that the tender offer represents an opportunity for them to sell their shares without reduction for any odd lot discounts. Tendered shares that Expedia does not purchase will be returned to the tendering stockholder as promptly as practicable.

If you do not wish to participate in the tender offer, you do not need to take any action.

We explain the terms and conditions of the tender offer in detail in the enclosed offer to purchase and the related letter of transmittal. I encourage you to read these materials carefully before making any decision with respect to the tender offer. If you want to tender your shares, we explain the necessary steps in detail in the enclosed materials.

The Board of Directors of Expedia has approved the tender offer. However, neither Expedia nor its Board of Directors makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the price or prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you wish to tender your shares. Expedia’s directors and executive officers and Liberty Media Corporation have advised Expedia that they do not intend to tender any shares in the tender offer.

The tender offer will expire at 5:00 p.m., New York City time, on Wednesday, January 10, 2007, unless Expedia extends the tender offer. If you have any questions regarding the tender offer or need assistance in tendering your shares, please contact MacKenzie Partners, Inc., the information agent for the tender offer, at 1-800-322-2885 or (212) 929-5500.

Sincerely,

Dara Khosrowshahi

Chief Executive Officer

EX-99.A.5.C

Exhibit (a)(5)(C)

Expedia, Inc. to Repurchase up to 30 Million of its Common Shares In Tender Offer

          Bellevue, Wash. — Expedia, Inc. (NASDAQ: EXPE) announced today that it will repurchase up to 30 million shares of its common stock in a tender offer at a price per share not less than $18.50 and not greater than $22.00. This represents the repurchase of approximately 9.8% of the number of shares of common stock currently outstanding and 9.1% of the total number of shares of common stock and Class B common stock outstanding. The tender offer is expected to commence on December 11, 2006 and to expire, unless extended, at 5:00 p.m., New York City time, on January 10, 2007. A modified “Dutch auction” will allow stockholders to indicate how many shares and at what price within the company’s specified range they wish to tender. Based on the number of shares tendered and the prices specified by the tendering stockholders, the company will determine the lowest price per share within the range that will enable it to purchase 30 million shares, or such lesser number of shares as are properly tendered. The company will not purchase shares below a price stipulated by a stockholder, and in some cases, may actually purchase shares at prices above a stockholder’s indication under the terms of the modified “Dutch auction.” Expedia, Inc.’s directors and executive officers and Liberty Media Corporation have advised the company that they do not intend to tender any shares in the tender offer.

          Specific instructions and a complete explanation of the terms and conditions of the tender offer will be contained in the Offer to Purchase and related materials that will be mailed to stockholders of record beginning on or about December 13, 2006. MacKenzie Partners, Inc. will serve as information agent and The Bank of New York will serve as the depositary.

          This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of the company’s common stock. The solicitation and offer to buy the company’s common stock will only be made pursuant to the Offer to Purchase and related materials that the company will send to its stockholders. Stockholders should read those materials carefully because they will contain important information, including the various terms and conditions of the tender offer. Stockholders will be able to obtain copies of the Offer to Purchase, related materials filed by the company as part of the statement on Schedule “TO” and other documents filed with the Securities and Exchange Commission through the Commission’s internet address at http://www.sec.gov without charge when these documents become available. Stockholders and investors may also obtain a copy of these documents, as well as any other documents the company has filed with the Securities and Exchange Commission, without charge, from the company or at the Investor Relations section of the company’s website: www.expediainc.com. Stockholders are urged to carefully read these materials prior to making any decision with respect to the offer. Stockholders and investors who have questions or need assistance may call MacKenzie Partners, Inc. at 1-800-322-2885 in the United States and Canada, and +1-212-929-5500 for all other countries.

About Expedia, Inc.

     Expedia, Inc. is the world’s leading online travel company, empowering business and leisure travelers with the tools and information they need to easily research, plan, book, and experience travel. Expedia, Inc. also provides wholesale travel to offline retail travel agents. Expedia, Inc.’s portfolio of brands includes: Expedia.com®, hotels.com®, Hotwire®, Expedia® Corporate Travel, TripAdvisor™ and Classic Vacations®. Expedia, Inc.’s companies also operate internationally with sites in Canada, the United Kingdom, Germany, France, Italy, the Netherlands, Australia, Japan and China, through its investment in eLong™. For more information, visit http://www.expediainc.com/ (NASDAQ: EXPE).

Forward-Looking Statements

     This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, regarding Expedia, Inc.’s intention to repurchase up to 30 million shares of its common stock. These statements are subject to a variety of risks and uncertainties including Expedia, Inc.’s ability to consummate the repurchase. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of Expedia, Inc. are contained in its filings with the SEC, including its reports on Forms 10-K and 10-Q. Expedia, Inc. undertakes no obligation to release publicly the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contacts

MacKenzie Partners, Inc.

United States and Canada: 1-800-322-2885
All other countries: +1-212-929-5500

December 8, 2006

Expedia and Expedia.com are either registered trademarks or trademarks of Expedia, Inc. in the U.S. and/or other countries. Other logos or product and company names mentioned herein may be the property of their respective owners.

© 2006 Expedia, Inc. All rights reserved. CST 2029030-40.

EX-99.B.2 12 y27824exv99wbw2.htm EX-99.B.2: FIRST AMENDMENT TO THE CREDIT AGREEMENT

Exhibit (b)(2)

EXECUTION COPY

          FIRST AMENDMENT, dated as of December 7, 2006 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 8, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among EXPEDIA, INC., a Delaware corporation; EXPEDIA, INC., a Washington corporation; TRAVELSCAPE, LLC, a Nevada limited liability company (successor to TRAVELSCAPE, INC., a Nevada corporation); HOTELS.COM, a Delaware corporation; HOTWIRE, INC., a Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders from time to time party thereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent.

WITNESSETH:

          WHEREAS, the Lenders have agreed to extend credit to the Borrowers under the Credit Agreement on the terms and subject to the conditions set forth therein; and

          WHEREAS, the Company has requested that the Lenders amend certain provisions of the Credit Agreement and the Lenders under the Credit Agreement whose signatures appear below, constituting at least the Required Lenders, are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein;

          NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

          SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble hereto) have the meanings assigned to them in the Credit Agreement.

          SECTION 2. Amendment of Section 6.05. Section 6.05 of the Credit Agreement is hereby amended in its entirety to read as follows (such amendment to be given effect as of July 8, 2005, as if the Credit Agreement as originally executed had contained the amended section):

          “SECTION 6.05. Restricted Payments. The Company will not, and will not permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (a) the Company may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company and the Subsidiaries and (d) the Company may declare or make, or agree to make, so long as no Default or Event of Default shall exist, and, if declared or agreed

2

to be made in accordance with this clause (d), may make, Restricted Payments in an aggregate amount during any fiscal year not to exceed, when taken together with all other Restricted Payments made or agreed to be made under this clause (d) during the term of this Agreement, 50% of the Company’s cumulative Consolidated Net Income for each fiscal quarter of the Company for which financial statements shall have been delivered under Section 5.01(a) or (b) commencing with the first full fiscal quarter after the consummation of the Spin-Off; provided, however, that so long as no Default or Event of Default shall exist or would be caused thereby, the Company may make Restricted Payments without limitation if the Leverage Ratio as of the end of the most recently completed fiscal quarter, giving pro forma effect to such Restricted Payments and any related incurrence of Indebtedness as if they had occurred on the last day of such quarter, shall have been equal to or less than 2.0 to 1.0.”

     SECTION 3. Representations, Warranties and Agreements. The Company, as to itself and each of the Subsidiaries, hereby represents and warrants to and agrees with each Lender and the Agents that:

          (a) The representations and warranties set forth in Article III of the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the Amendment Effective Date (as defined below) and after giving effect to this Amendment, with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct as of such earlier date.

          (b) As of the Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

     SECTION 4. Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Company and Lenders constituting at least the Required Lenders.

     SECTION 5. Credit Agreement. Except as specifically stated herein, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof. As used therein, the terms “Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as modified hereby.

     SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single

3

instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart hereof.

     SECTION 8. Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

4

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the date first above written.

EXPEDIA, INC., a Delaware corporation,
by:	/s/ Bret Myers
	Name:	Bret Myers
	Title:	Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
by:	/s/ Peter B. Thauer
	Name:	Peter B. Thauer
	Title:	Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

Bank of America N.A.

by:	/s/ Thomas J. Kone
	Name:  Thomas J. Kone
	Title:  Senior Vice President

by:	1
	Name:
	Title:

¹ For any institution requiring a second signature line.

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

Wachovia Bank N.A.

by:	/s/ Scott Sudreth
	Name:  Scott Sudreth
	Title:  Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

The Royal Bank of Scotland plc

by:	/s/ Bruce Ferguson
	Name:  Bruce Ferguson
	Title:  Managing Director

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

HSBC Bank USA, N.A.

by:	/s/ Darren Pinsker
	Name:  Darren Pinsker
	Title:  Senior Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

BNP Paribas

by:	/s/ Richard Paue
	Name:  Richard Paue
	Title:  Managing Director

by:	/s/ Nanette Baudon
	Name:  Nanette Baudon
	Title:  Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

Societe Generale

by:	/s/ Nigel Elvey
	Name:  Nigel Elvey
	Title:  Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

U.S. Bank National Association

by:	/s/ David M. Purcell
	Name:  David M. Purcell
	Title:  Vice President

EX-99.D.22 13 y27824exv99wdw22.htm EX-99.D.22: RETIREMENT SAVINGS PLAN

Exhibit (d)(22)

Expedia Retirement Savings Plan

(Effective on the Distribution Date)

TABLE OF CONTENTS

Page

ARTICLE I	DEFINITIONS	1
ARTICLE II	SERVICE	12
ARTICLE III	ELIGIBILITY	15
ARTICLE IV	CONTRIBUTIONS	16
ARTICLE V	VESTING AND FORFEITURES	25
ARTICLE VI	ALLOCATION	27
ARTICLE VII	DISTRIBUTIONS	31
ARTICLE VIII	MINIMUM DISTRIBUTION REQUIREMENTS	37
ARTICLE IX	IN-SERVICE WITHDRAWALS AND LOANS	43
ARTICLE X	VOTING AND OTHER RIGHTS	48
ARTICLE XI	PAYMENT OF BENEFITS	50
ARTICLE XII	ADMINISTRATION OF THE PLAN	51
ARTICLE XIII	FUNDING OF PLAN	58
ARTICLE XIV	AMENDMENT OF THE PLAN	59
ARTICLE XV	TERMINATION OF THE PLAN	60
ARTICLE XVI	PROVISIONS RELATING TO TOP-HEAVY PLAN	61
ARTICLE XVII	MISCELLANEOUS	66
ARTICLE XVIII	ADOPTION OF PLAN BY AFFILIATE	68
EXHIBIT A	ADOPTING EMPLOYERS	A-1
EXHIBIT B	SPECIAL VESTING PROVISIONS	B-1
EXHIBIT C	SPECIAL RULES REGARDING CERTAIN TRANSFERRED
	PARTICIPANTS	C-1

 i 

PREFACE

          It is the purpose of this Plan to provide a means of providing retirement and other benefits to employees of Expedia, Inc. (the “Company”) and certain related companies and to provide employees with a means to save for their retirement.

          The provisions of the Plan are effective on the date of the pro rata distribution (or spin-off) (the “Distribution Date”) of all of the outstanding shares of common stock of Expedia, Inc., a Delaware corporation (“Expedia Parent”) to the stockholders of IAC/InterActiveCorp. Immediately prior to the Distribution Date, the Company was a whollyowned subsidiary of IAC/InterActiveCorp. As a result of the foregoing corporate transactions and as soon as practicable after the Distribution Date, the assets and liabilities of the account balances in IAC/InterActiveCorp. Retirement Savings Plan (“Prior Plan”) attributable to the individuals who, as of the day immediately prior to the Distribution Date, had been active and former employees of Expedia Parent and its subsidiaries or designated employees, of IAC/InterActiveCorp who will become Employees of the Company or its Affiliates, will be transferred to the Plan in a trust-to-trust transfer of assets and liabilities (“Trust-to-Trust Transfer”) in accordance with the requirements of Treasury Regulation Section 1.414(1).

          The Plan herein set forth and its related Trust are hereby designated as constituting parts of a plan and trust intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended, and to be exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended.

          The Plan, which is a profit-sharing plan, continues to provide for an Internal Revenue Code Section 401(k) feature. The Plan is intended to be an “eligible individual account plan” within the meaning of Section 407(d)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which may invest all or a portion of its assets in “qualifying employer securities,” as defined in Section 407(d)(5) of ERISA.

ARTICLE I

DEFINITIONS

          The following words and terms as used in this Plan shall have the meanings set forth below, unless a different meaning is clearly required by the context:

          1.1 Account. The total of sub-accounts maintained by the Trustee to record the interest of a Member in the Plan consisting of the 401(k) Account, Catch-Up Contribution Account, Matching Contribution Account, Profit-Sharing Account, QNEC Account, After-Tax Account and, if applicable, Rollover Account.

          1.2 Accrued Benefit. The net value of all assets, earned or accrued, allocated to a Member’s Account.

          1.3 Acquired Company. An entity that has been acquired by the Company or an Affiliate.

          1.4 Adopting Employer. An entity that is an Eligible Company and assumes the obligations of the Plan and Trust in accordance with its by-laws (or similar governing documents) and applicable law and with the consent of the Company. If the Plan is only adopted by the Adopting Employer with regard to certain divisions, only those divisions shall be deemed the Adopting Employer and the other divisions of such Adopting Employer shall not be deemed to be an Adopting Employer and shall not assume the obligations of the Plan hereunder. The Initial Adopting Employers are listed on Exhibit A to the Plan.

          1.5 Affiliate. An entity or trade or business presently or in the future existing, which (a) is a member of the controlled group which includes either the Company or an Adopting Employer, as applicable, or are under common control with the Company or an Adopting Employer, as applicable, as such terms are defined in Section 414 of the Code, but only during such period as such entities or trades or businesses are members of the controlled group which includes the Company or an Adopting Employer, as applicable, are under common control with the Company or an Adopting Employer; or (b) is required to be aggregated with the Company or an Adopting Employer pursuant to Sections 414(m) or (o) of the Code, but only during the period the entity or trade or business is required to be so aggregated. Unless the context indicates otherwise, Affiliate shall mean an Affiliate of the Company.

          1.6 After-Tax Account. The Member’s sub-account with respect to after-tax contributions made to a Historic Plan prior to the merger of the Historic Plan into the Plan with respect to After-Tax Contributions made to the Plan and earnings and losses thereon.

          1.7 After-Tax Contribution. A contribution made pursuant to Section 4.3 of the Plan or a predecessor provision.

          1.8 Beneficiary. The individual or trust designated by a Member, in a manner acceptable to the Committee, to receive benefits payable under this Plan in the event of the Member’s death; provided that, if the Member is married at the time of his death, his Spouse

1

shall be the Beneficiary, unless such Spouse does not survive him or a different Beneficiary is designated by the Member and consented to by the Spouse in accordance with the provisions of Section 7.5 hereof. If no Beneficiary is designated by the Member, then:

          (a) the Member’s Beneficiary shall be the Member’s Spouse, or

          (b) if the Member is not married, but has designated an individual as the Member’s domestic partner, in such manner as prescribed by the Committee, and has not revoked such designation, the Member’s Beneficiary shall be the Member’s designated domestic partner; or

          (c) if the Member has neither a Spouse nor a designated domestic partner, the Member’s Beneficiary shall be the Member’s estate.

          Upon the valid designation of a new Beneficiary, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last beneficiary designation form filed by the Member and accepted by the Committee prior to his death.

          1.9 Benefit Starting Date. The first day for which an amount is payable (i.e., the date on which all events have occurred which entitle the Member to such benefits) without regard to administrative delay and not the actual payment date.

          1.10 Board. The Board of Directors of the Company or a duly authorized committee thereof.

          1.11 Catch-Up Contribution . A contribution made pursuant to Section 4.2 of the Plan or a predecessor provision.

          1.12 Catch-Up Contribution Account. The Member’s sub-account with respect to Catch-Up Contributions to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to Catch-Up Contributions made to the Plan, and earnings and losses thereon, pursuant to Section 4.2 and earnings and losses thereon.

          1.13 Child Rearing Absence. Any period of absence of an Employee by reason of the pregnancy of such Employee, by reason of the birth of a child of such Employee, by reason of the placement of a child with such Employee in connection with the adoption of such child by such Employee, or for purposes of caring for such child for a period beginning immediately following such birth or placement. Child Rearing Absences shall be granted in accordance with such policies as may, from time to time, be adopted by the Employer, and none of the provisions of this Plan shall be construed to afford any Employee any rights other than in accordance with such policies.

          1.14 Code. The Internal Revenue Code of 1986, as amended.

          1.15 Committee. The committee appointed by the Company for the purpose of administering the Plan on its behalf as set forth in Article XII.

2

          1.16 Company. Expedia, Inc., a Washington corporation, and any successor by merger, consolidation, purchase or otherwise.

          1.17 Compensation. Except as specifically set forth below, all cash compensation for services paid by an Employer to a Participant that is to be included on the Participant’s W-2 for such year including salary, bonuses, commissions and overtime pay. Compensation shall also include contributions made by an Employer on behalf of a Participant pursuant to a salary reduction agreement between an Employer and a Participant under Code Sections 125, 132(f), 401(k) and 414(v). Compensation shall exclude: (1) all noncash compensation and any contributions by the Employer to, or benefits paid under, this Plan or any other pension, profit-sharing, fringe benefit, group insurance (including, without limitation, life insurance or health insurance) or other employee welfare plan (including, without limitation, severance or disability) or any deferred compensation arrangement (other than any salary reductions under Code Sections 125, 132(f) and 401(k)); (2) amounts paid under any relocation plan of the Employer; (3) income on the exercise of a nonstatutory stock option or any other type of stock award; (4) income on the disqualifying disposition of shares of stock acquired under any stock option plan or stock purchase plan of the Employer or any other type of stock award; (5) all items of imputed income; (6) amounts paid pursuant to any long-term compensation plan maintained by the Employer; (7) cash prizes and awards; (8) automobile allowances; (9) meal allowances; and (10) travel expenses and allowances.

          Compensation for any Plan Year shall not exceed two hundred ten thousand dollars ($210,000), as adjusted for cost-of-living increases, in accordance with Section 401(a)(17) of the Code. With respect to any short Plan Year, Compensation shall not exceed the foregoing limit multiplied by a fraction, the numerator of which is the number of months in the short Plan Year and the denominator of which is twelve (12).

          1.18 Disability. A Participant will be deemed to have a Disability for purposes of the Plan if he becomes eligible for and receives benefits under the Employer’s long-term disability plan for as long as such plan provides.

          1.19 Effective Date. The Distribution Date is as described in the Preface of the Plan.

          1.20 Elective Deferrals. The sum of:

          (a) Any salary reduction contribution under a qualified cash or deferred arrangement (as defined in Code Section 401(k)) including contributions made pursuant to Section 414(v) of the Code, to the extent not includable in gross income for the taxable year under Code Section 402(e)(3) (determined without regard to the limitation set forth in Code Section 402(g));

          (b) Any salary reduction contribution to the extent not includable in gross income for the taxable year under Code Section 402(h)(1)(B) (determined without regard to the limitation set forth in Code Section 402(g)); and

          (c) Any salary reduction contribution to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement (within the meaning of Code Section

3

3121(a)(5)(D)), provided that the limitation set forth in Section 4.1(g) hereof shall be adjusted for any such contribution to the extent set forth in Code Sections 402(g)(4) and (8).

          1.21 Eligible Company. All corporations and other entities presently or hereafter existing, which are designated by the Company as being eligible to be an Employer under this Plan, but only during the period any such corporation or other entity is so eligible, without regard to whether it is an Affiliate.

          1.22 Eligible Employee. Any Employee of an Employer other than an Employee whose employment is governed by the terms of a collective bargaining agreement between Employee representatives (within the meaning of Code Section 7701(a)(46)) and the Employer (except to the extent that the collective bargaining agreement expressly provides for the inclusion of such Employees), a Leased Employee, or a nonresident alien who receives no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)). An individual classified by the Employer at the time services are provided as either an independent contractor or an individual who is not classified by the Employer as an Employee but who provides services to the Employer through another entity shall not be eligible to participate in this Plan during the period that the individual is so initially classified, even if such individual is later retroactively reclassified as an Employee during all or any part of such period pursuant to applicable law or otherwise.

          1.23 Employee. Any individual employed by an Employer, as used herein, including any Leased Employee. The term “Employee,” as used herein, shall exclude any other agent or independent contractor.

          1.24 Employer. The Company and any Affiliate or Eligible Company that is or hereafter becomes an Adopting Employer.

          1.25 Employment Commencement Date. The first day on which an Employee is credited with an Hour of Service.

          1.26 Expedia Stock. Common stock of Expedia, Inc., a Delaware corporation.

          1.27 Expedia Stock Option. An investment vehicle under the Plan which is intended to invest in Expedia Stock.

          1.28 ERISA. Employee Retirement Income Security Act of 1974, as amended.

          1.29 Fair Market Value. With respect to a specified date, the closing price of a share of Expedia Stock as reported for the preceding trading day on the principal national securities exchange in the United States on which it is then traded, or, if Expedia Stock is not traded on any national securities exchange, as quoted on an automated quotation system sponsored by the National Association of Securities Dealers, Inc., or if the sales of the Expedia Stock shall not have been reported on such date, on the first day prior thereto on which the Expedia Stock was reported or quoted. With respect to investments other than investments in Expedia Stock, Fair Market Value shall be determined by the entity maintaining the applicable Investment Option, in accordance with generally accepted valuation methods and practices.

4

          1.30 401(k) Account. The Member’s sub-account with respect to 401(k) Contributions made to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to 401(k) Contributions made to the Plan, and the earnings and losses thereon.

          1.31 401(k) Contribution. A contribution made pursuant to Section 4.1 of the Plan or a predecessor provision.

          1.32 Highly Compensated Employee.

          (a) Any Employee who:

     (i) if the Employer is a corporation, any Employee who owned (or is considered as owning within the meaning of Section 318 of the Code) at any time during the current or preceding Plan Year more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or if the Employer is not a corporation, any Employee who owned at any time during the current or preceding Plan Year more than five percent (5%) of the capital or profit interest in the Employer; or

     (ii) received Section 414 Compensation from the Employer and Affiliates in excess of ninety thousand dollars ($90,000), as adjusted by the Secretary of the Treasury, in the preceding Plan Year, and was among the top twenty percent (20%) of Employees when ranked on the basis of compensation, as defined under Code Section 415(c)(3), during such Plan Year. In determining the number of Employees in the top twenty percent (20%) for purposes of this paragraph, the following Employees shall be excluded:

     (1) Employees who have not completed six (6) months of service;

     (2) Employees who normally work fewer than seventeen and one-half (17-¹/2) hours per week;

     (3) Employees who normally work during not more than six (6) months during any year;

     (4) Employees who have not attained age twenty-one (21); and

     (5) except to the extent provided in regulations issued by the Internal Revenue Service, Employees who are included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between the Employee representatives and the Employer.

          (b) A former Employee shall be treated as a Highly Compensated Employee if:

5

     (i) such Employee was a Highly Compensated Employee when such Employee separated from service; or

     (ii) such Employee was a Highly Compensated Employee at any time after attaining age fifty-five (55).

          For purposes of determining status as a Highly Compensated Employee under Treasury Regulation Section 1.414(q)-1T, A-4, whether an Employee was a Highly Compensated Employee for the respective year that ended on or after the Employee’s attainment of age fifty-five (55), or that was a separation year, is based on the rules applicable to determining Highly Compensated Employee status as in effect for that year.

          1.33 Highly Compensated Group.

          (a) With respect to an Employer for any Plan Year, the group of all Highly Compensated Employees.

          (b) Prior to determining the Highly Compensated Group, Code Sections 414(b), (c), (m) and (o) shall be applied.

          (c) Persons who are nonresident aliens and who receive no earned income (within the meaning of Code Section 911(d)(2)) from the Employer or its Affiliates which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)) shall not be treated as Employees for purposes of determining the Highly Compensated Group.

          1.34 Historic Plan. A plan that is merged into and with the Plan (or prior to the Effective Date, the Prior Plan, if the assets of such Historic Plan were transferred to this Plan pursuant to the Trust-to-Trust Transfer described in the Preface) or from which the Plan receives a trustee-to-trustee transfer, but only to the extent of such transfer. Except as otherwise provided herein, the benefits of any Member who does not perform an Hour of Service on or after the Distribution Date shall be governed by the provisions of the Historic Plan in effect as of the date of such Member’s Termination of Employment.

          1.35 IAC Stock. Common stock of IAC/InterActiveCorp which Members hold in their Accounts as of the Distribution Date.

          1.36 Investment Option. One of the investments designated by the Committee for the investment of contributions made to the Plan, including a brokerage account under the Plan or an option to direct the Named Fiduciary to appoint an “investment manager,” as defined in Section 3(38) of ERISA, to allocate the Participant’s Account balance among other Investment Options (other than a brokerage account, the Expedia Stock Option or IAC Stock) in its discretion in accordance with its fiduciary duties under ERISA.

          1.37 Leased Employee. Any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person (“leasing organization”) has performed services for a recipient (or for the recipient and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of

6

at least one year, and such services are performed under primary direction or control by the recipient. Contributions or benefits provided a Leased Employee by the leasing organization that are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer.

          1.38 Leave of Absence. Any absence approved by the Employer, other than absence which qualifies as a Child Rearing Absence or a Military Leave of Absence, including, but not limited to, sick or disability leave.

          1.39 Limitation Year. The Plan Year.

          1.40 Matching Contribution. A contribution made pursuant to Section 4.4 of the Plan (or a predecessor section) as a result of a 401(k) Contribution made pursuant to Section 4.1 hereof (or a predecessor section).

          1.41 Matching Contribution Account. The Member’s sub-account with respect to Matching Contributions made to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to Matching Contributions made to the Plan and the earnings and losses thereon.

          1.42 Member. A Participant, including a Transferred Participant, a Terminated Participant or a Retired Participant who has an Accrued Benefit under the Plan or an individual who (i) was a participant in a plan which was merged into the Plan and (ii) has an Account balance under the Plan.

          1.43 Military Leave of Absence. Absence of an Employee in military service for the United States of America, provided that the Employee returns to the employ of the Employer prior to the end of any period prescribed by the laws of the United States during which he has reemployment rights with the Employer; and provided further that such military service and the Employee’s subsequent return to employment with the Employer satisfy the requirements for guaranteed reemployment under the Selective Services Act, the Uniform Services Employment and Reemployment Act or any similar law then existing.

          1.44 Named Fiduciary. The Company except where the Member (or Beneficiary thereof) or the Trustee shall be a “named fiduciary” with respect to the vote or tender of Expedia Stock as set forth in Article X or as provided in Section 6.10 of the Plan.

          1.45 Non Highly Compensated Group. That group of Participants who are not included in the Highly Compensated Group.

          1.46 Normal Retirement Age. The Member’s attainment of age fifty-five (55).

          1.47 Normal Retirement Date. The first day of the month coinciding with or immediately following the Member’s attainment of Normal Retirement Age.

          1.48 Payroll Period. The applicable period for which Compensation is paid to a Participant.

7

          1.49 Participant. Any Employee who shall have become a Participant in the Plan in accordance with the provisions of Article III hereof, and whose participation shall not have ceased. A Participant’s participation shall cease upon his ceasing to be an Eligible Employee. The term Participant shall not include Retired Participants and Terminated Participants.

          1.50 Period of Prior Service. The period of time for which an Employee is directly or indirectly paid or entitled to payment (including back pay, if any, irrespective of mitigation or damages) by IAC/InterActiveCorp and Prior Affiliates, with respect to the period of time immediately preceding the Plan’s Effective Date; and (d) a Predecessor Employer, with respect to the period of time immediately preceding the Employee’s service with the Employer; provided, that such total period of prior service shall end on the date immediately prior to the date the Employee performs an Hour of Service for the Employer. Notwithstanding any contrary provision contained herein, service under (a), (b) and (c) above shall only be recognized under the Plan if such service was recognized under the Prior Plan.

          1.51 Plan. The Expedia Retirement Savings Plan, as herein set forth and as hereafter amended.

          1.52 Plan Administrator. The Company shall be the administrator of the Plan, as defined in Section 3(16)(A) of ERISA.

          1.53 Plan Year. A period of twelve (12) months beginning on January 1st and ending on the following December 31^st provided that the initial Plan Year shall commence on the Effective Date and end on December 31, 2005.

          1.54 Prior Affiliate. With respect to IAC/InterActiveCorp, such corporations and other entities which, prior to the Effective Date, are: (a) members of the controlled group which includes IAC/InterActiveCorp or are under common control with IAC/InterActiveCorp, as such terms are defined in Section 414 of the Code, but only during such period as such corporations or entities are members of the controlled group which includes IAC/InterActiveCorp or are under common control with IAC/InterActiveCorp; and (b) any other entity required to be aggregated with IAC/InterActiveCorp pursuant to Sections 414(m) or (o) of the Code, but only during the period the entity is required to be so aggregated.

          1.55 IAC/InterActiveCorp. IAC/InterActiveCorp.

          1.56 Prior Plan. IAC/InterActiveCorp Retirement Savings Plan, as amended and restated effective August 1, 2003 and as thereafter amended.

          1.57 Profit-Sharing Account. The Member’s sub-account with respect to Profit Sharing Contributions to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to Profit-Sharing Contributions to the Plan, and earnings and losses thereon.

          1.58 Profit-Sharing Contributions. A contribution made pursuant to Section 4.7 of the Plan or a predecessor provision.

8

          1.59 QNEC Account. The Member’s sub-account with respect to QNECs to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to QNECs made to the Plan, and earnings and losses thereon.

          1.60 QNECs. Qualified non-elective contributions made pursuant to Section 4.6 of the Plan or a predecessor section used to satisfy the Actual Deferral Percentage Test (as described in Section 4.1(c)) or the Actual Contribution Percentage Test (as described in Section 4.5).

          1.61 Reemployment Commencement Date. The first day on which an Employee is credited with an Hour of Service following a Period of Severance which is not included as a Period of Service.

          1.62 Retired Participant. A former Participant who has retired on or after Normal Retirement Age and is eligible to receive benefits under the Plan.

          1.63 Rollover Account. The total of the following Member’s sub-account with respect to Rollover Contributions to an Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to Rollover Contributions to the Plan pursuant to Section 4.9 or a predecessor section, and earnings and losses thereon:

          (a) General Rollover Account. The Member’s sub-account with respect to Rollover Contributions, excluding after-tax rollovers made to the Plan, and earnings and losses thereon.

          (b) After-Tax Rollover Account. The Member’s sub-account with respect to the portion of Rollover Contributions that consist of after-tax contributions that would not have been includible in the Member’s gross income if received directly by him and earnings and losses thereon.

          1.64 Rollover Contribution. A contribution made to the Plan pursuant to Section 4.9 of the Plan.

          1.65 Section 414 Compensation. An individual’s total “wages” as defined in Section 3401(a) of the Code for purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on its nature or location of employment or services performed (such as the exception for agricultural labor in Section 3401(a)(2) of the Code). The determination shall be made without taking into account the exclusions under Code Sections 125, 132(f), 402(e)(3) and 402(h)(1)(B). Section 414 Compensation shall be measured based on compensation actually paid or made available to a Participant during the measuring period and not on an accrued basis. For purposes of Section 4.1(c) and Section 4.3(b), Section 414 Compensation for any Plan Year shall not exceed two hundred ten thousand dollars ($210,000), as adjusted for cost-of-living increases, in accordance with Section 401(a)(17) of the Code, and with respect to any short Plan Year, Section 414 Compensation shall not exceed the foregoing limit multiplied by a fraction, the numerator of which is the number of months in the short Plan Year and the denominator of which is twelve (12). With respect to any Member who participated in the Prior Plan during any portion of the period beginning on January 1, 2003 and ending on the day before the Effective Date (“Interim

9

Period”), for purposes of the Plan Year ending on December 31, 2005, Statutory Compensation shall include all compensation described in this Section paid to such Member by IAC/InterActiveCorp or the Prior Affiliate during the Interim Period.

          1.66 Spouse. A Participant’s legal spouse.

          1.67 Terminated Participant. An individual who ceases to be a Participant as a result of a Termination of Employment for any reason other than death and who is eligible to receive benefits under the Plan.

          1.68 Termination of Employment. Separation from the employment of all Employers and their Affiliates for any reason, including, but not limited to, retirement, death, disability, resignation or dismissal with or without cause. Where an Employee enters upon an authorized Leave of Absence or layoff, Termination of Employment shall not be deemed to occur until his Leave of Absence expires without immediate reemployment, or in the case of layoff, he is not rehired within the time established by the Committee in accordance with the general policy of the Employer. Where an Employee is on a Military Leave of Absence, Termination of Employment shall not be deemed to occur unless and until the Employee fails to return to employment prior to the end of the period during which his right to reemployment is protected by the Selective Service Act, or Uniform Services Employment and Reemployment Act or any similar law then existing. In the event that an Employee is transferred from one Employer or Affiliate to another Employer or Affiliate, the Employee will not be deemed to have incurred a Termination of Employment until he is no longer employed by any Employer or Affiliate. In the event the Employer or an Affiliate sells some or all of its assets, any Employee who in connection with, or as a result of, such sale becomes employed by the acquirer of such assets shall not, for purposes of Article VII hereof and only for such purposes, be deemed to have incurred a Termination of Employment if and to the extent the Employer or Affiliate makes arrangements for a trustee-to-trustee transfer of all or a portion of a Participant’s Account to any qualified retirement plan sponsored by the acquirer of such assets unless and until the Employee is no longer employed by such acquirer or any entity thereafter acquiring the aforesaid assets, provided that the foregoing shall not apply to the extent that the disposition is covered by subsection (iii) or subsection (iv) of Section 9.1(a) hereof or at any time at or after the disposition at which the Participant has attained age fifty-nine and one-half (59-¹/2). For purposes of the foregoing sentence, and only for such purposes, a sale of stock of an Employer or Affiliate shall be within the meaning of a “sale of assets.”

          1.69 Transferred Participant. Any person who was a participant in a Historic Plan and whose account thereunder was transferred to the Plan pursuant to the merger of the Historic Plan into the Plan or Prior Plan. Unless otherwise specified herein, the benefits of any Transferred Participant who does not perform an Hour of Service on or after the effective date that the plan in which he participated became a Historic Plan shall be governed by the provisions of such plan in effect as of the day such Transferred Participant terminated employment.

          1.70 Trust. The Trust adopted by the Company under the Trust Agreement incorporated hereto and made a part hereof, which is established to hold and invest contributions made under the Plan, as amended from time to time. If the Trust Fund is held by an insurance

10

company pursuant to a direct contract or an annuity contract, the reference to Trust shall include such a contract.

          1.71 Trustee. Such person or persons or corporation appointed and acting as trustee or successor trustee of the Trust under the Trust Agreement.

          1.72 Trust Fund. All assets of whatsoever kind or nature, including all property and income, held from time to time by the Trustee under the Trust.

          1.73 Valuation Date. Each day on which trades are made on the New York Stock Exchange or such other dates as the Committee may determine in accordance with its rules and procedures.

          1.74 Value. The Member’s Accrued Benefit with regard to his Account or sub-account, as the case may be.

Construction

          The masculine gender where appearing in this Plan shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary. Where appropriate, words used in the singular include the plural and the plural includes the singular. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to this entire Plan, not to any particular provision or section.

11

ARTICLE II

SERVICE

          2.1 Hours of Service. “Hours of Service” means hours for which an Employee is or will be directly or indirectly compensated by the Employer or any Affiliate for the performance of duties, including overtime (but only actual hours worked irrespective of premium pay) and hours for which a back pay award is made (without offset for mitigation of damages).

          Notwithstanding any other provision to the contrary, Hours of Service shall be credited with regard to an Employee’s prior hours of service with a IAC/InterActiveCorp to the extent such hours of service were credited under a Historic Plan.

          2.2 Childrearing Absence. An Employee who incurs a Childrearing Absence shall be credited with Hours of Service for the period of such absence equal to either (i) the Hours of Service that would have been credited to such Employee but for such Childrearing Absence, or (ii) if the Hours of Service to be credited to such Employee pursuant to the preceding clause (i) cannot be determined, eight (8) Hours of Service for each normal workday of absence; provided, however, that in no event shall any Employee be credited with more than five hundred and one (501) Hours of Service under this Section 2.2. The Severance from Service Date of an Employee who incurs a Childrearing Absence that extends beyond the first anniversary of the first date of such Childrearing Absence is the second anniversary of the first date of absence. The period between the first and second anniversary will be treated as neither a Period of Severance nor a Period of Service.

          2.3 Period of Service. A period commencing on the Employee’s (i) Employment Commencement Date or (ii) Reemployment Commencement Date, whichever is applicable, and ending on the Severance from Service Date, as defined below. A Period of Service includes a Period of Severance, as defined below, of less than twelve (12) consecutive months; provided, however, that if an Employee is absent from service on the date immediately preceding his Severance from Service Date, as defined below, his Period of Severance shall be included in his Period of Service only if he again performs an Hour of Service within twelve (12) months after the commencement of such absence. An Employee’s Period of Service shall include the period of such Employee’s Military Leave of Absence. If an Employee is reemployed by the Employer after a One Year Period of Severance, as defined below, his prior Period of Service shall be reinstated if:

          (a) the Employee had met the requirements for a vested benefit under the Plan at the time of the Employee’s Severance from Service Date, or

          (b) the number of the Employee’s consecutive One Year Periods of Severance immediately prior to the Employee’s Reemployment Commencement Date does not exceed the greater of (i) five (5) or (ii) the aggregate number of years of the Employee’s Period of Service prior to his Period of Severance,

          (c) A Period of Service shall include an Employee’s Period of Prior Service.

12

          (d) Solely for purposes of Section 5.1(b) of the Plan, subject to Section 2.3 of the Plan, each participant in a Historic Plan that did not use the “elapsed time” method of calculating service for vesting purposes as described in Department of Labor Regulation §2530.204-3(a) who became a Participant in the Plan on or after the date that the respective Historic Plan under which he or she was a participant merged into the Plan (the “Applicable Merger Date”), shall receive credit for years in a Period of Service in accordance with Treasury Regulation 1.410(a)-7(g) equal to the sum of:

     (i) The number of Years of Service (as defined under the Historic Plan) credited to such Member before the Applicable Merger Date (the “Applicable Computation Period”);

     (ii) The greater of (x) the Period of Service credited to such Member under the vesting schedule set forth in Section 5.1(b) for his service during the entire Applicable Computation Period or (y) the Years of Service credited to such Participant under the applicable vesting schedule set forth under the Historic Plan immediately prior to the Applicable Merger Date; and

     (iii) The number of his years in a Period of Service commencing on or after the Applicable Merger Date.

          2.4 Severance.

          (a) Period of Severance. A period of time commencing on the Severance from Service Date and ending on the date the Employee again performs an Hour of Service. An Employee shall not suffer a Period of Severance due to a Military Leave of Absence to the extent required by law.

          (b) One Year Period of Severance. A Period of Severance of at least twelve (12) consecutive months.

          (c) Severance from Service Date. The earlier of (i) the date an Employee quits, retires, is discharged or dies, or (ii) the first anniversary of the first date of a period in which an Employee is continuously absent from service (with or without pay) with the Employer for any reason other than quitting, retirement, discharge or death.

          (d) Childrearing Absence. For purposes of Section 2.2, the Severance from Service Date of an Employee who incurs a Childrearing Absence that extends beyond the first anniversary of the first date of such Childrearing Absence is the second anniversary of the first date of absence and the period between the first and second anniversary will be treated as neither a Period of Severance nor a Period of Service.

          2.5 Military Service. (a) Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

          (b) In the case of an Eligible Employee who is on Military Leave of Absence and who becomes employed as an Eligible Employee of an Employer who was not his Employer

13

immediately prior to his Military Leave of Absence, the liability to fund the benefits under the Plan for such Eligible Employee for the period of the Military Leave of Absence shall be the responsibility of the Eligible Employee’s last Employer before the Military Leave of Absence; provided, however, that if such Employer is no longer an Adopting Employer, such liability shall be borne by each Employer.

          2.6 Multiple Employer Plan. Solely to the extent required by Department of Labor Regulation Section 2530.210(c)(1) and applicable law, if the Plan is a “multiple employer plan,” as defined under Section 413 of the Code, the following shall apply:

          (a) for purposes of eligibility and vesting only, Hours of Service shall include all Hours of Service during covered service with all Employers and all contiguous noncovered service; and

          (b) for benefit accrual purposes, Hours of Service shall include all Hours of Service during covered service with all Employers.

          For purposes of this Section, the terms “covered service,” “noncovered service” and “contiguous” shall have the same meanings as used in Department of Labor Regulation Section 2530.210(c)(3).

14

ARTICLE III

ELIGIBILITY

          3.1 Former Participants and Member of the Prior Plan. (a) Each Eligible Employee who was a participant in the Prior Plan on the day immediately preceding the Effective Date shall be eligible to become a Participant in the Plan on the Effective Date.

          (b) Each other person who had an account balance in the Prior Plan transferred to the Plan in the Trust-to-Trust Transfer will automatically become a Member in the Plan with respect to his transferred account balance on the date the Trust-to-Trust Transfer is completed.

          3.2 Future Employees. Each future Eligible Employee and each current Eligible Employee who is not eligible to become a Participant in accordance with Section 3.1 hereof shall become a Participant in the Plan on the first day of the Payroll Period coinciding with or next following:

          (a) The Eligible Employee’s Employment Commencement Date; or

          (b) The date on which the Eligible Employee attains age twenty-one (21) or, effective January 1, 2006, age eighteen (18).

          3.3 Reemployment. Any Member who is reemployed and who satisfies the requirements of Section 3.2 shall become a Participant in the Plan as of the date of his Reemployment Commencement Date. An Employee who is reemployed but who is not eligible to become a Participant in accordance with Section 3.2 shall not be eligible to become a Participant until he satisfies the requirements of Section 3.2 based on his Employment Commencement Date or Reemployment Commencement Date, whichever is applicable.

          3.4 Automatic Enrollment. In accordance with any rules, regulations and/or administrative guidelines prescribed by the Committee, unless and until otherwise elected by the Eligible Employee, an Eligible Employee who becomes a Participant in accordance with this Article III on or after January 1, 2006 shall be deemed to: (A) enter into a salary reduction agreement with the Employer to make 401(k) Contributions to the Participant’s 401(k) Account pursuant to Section 4.1 equal to a percentage of his Compensation and (B) make an election to invest his Account in the Fidelity Freedom Fund with a target retirement date closest to the date that the Participant will attain age sixty-five (65). Notwithstanding this Section 3.4, a Participant may affirmatively elect to make contributions to his or her 401(k) Account in an amount equal to, less than or greater than the percentage specified above. The Committee may establish and adopt rules, regulations and/or administrative guidelines designed to facilitate the administration and operation of the provisions of this Section, as it may deem necessary or proper, in its sole discretion.

15

Exhibit (d)(22)

ARTICLE IV

CONTRIBUTIONS

          4.1 401(k) Contributions.

          (a) Subject to the provisions of this Article IV, a Participant may enter into a salary reduction agreement with his Employer to have the Employer make contributions to the Participant’s 401(k) Account on behalf of the Participant, in accordance with Code Section 401(k), of one percent (1%) to sixteen percent (16%) of his future Compensation, in whole percentages, earned while a Participant during a Pay Period. Such contributions shall reduce the amount of Compensation otherwise payable to the Participant thereafter. Notwithstanding the foregoing, the maximum deferral percentage may be reduced with respect to any Highly Compensated Employee may be decreased at any time to the extent necessary to comply with Section 4.1(c).

          (b) Any salary reduction agreement executed by a Participant shall be in a manner acceptable to the Committee in accordance with its rules and regulations. A Participant may elect to enter into a salary reduction agreement or change or terminate his existing salary reduction agreement with regard to future Compensation as of the first day of the first Payroll Period (or such other times as the Committee shall prescribe) following such election, by giving sufficient prior notice to the Plan Administrator on a form (or other means) provided by, or in a manner acceptable to, the Committee for such purpose. The Committee may establish or change, in accordance with its rules and regulations and in a consistent manner, the foregoing period of prior notice.

          (c) The 401(k) Contributions made under this Section 4.1 on behalf of the Highly Compensated Group in any Plan Year shall not exceed the maximum amount so that the “Actual Deferral Percentage” (as defined below) for the Highly Compensated Group for a Plan Year does not exceed the Actual Deferral Percentage for the Non Highly Compensated Group for the same Plan Year by the greater of:

     (i) One hundred and twenty-five percent (125%); or

     (ii) The lesser of two (2) percentage points or two hundred percent (200%).

          Notwithstanding the foregoing, this Section 4.1(c) may be applied using the Actual Deferral Percentage for the Non Highly Compensated Group for the preceding Plan Year rather than the current Plan Year; provided that an election to use the preceding Plan Year must be made pursuant to Code Section 401(k)(3)(A) and any regulations or other published guidance thereunder.

          (d) The Actual Deferral Percentage for a Plan Year with regard to each of the Highly Compensated Group and the Non Highly Compensated Group shall be the average of the percentages (calculated separately for each Participant in each such group) of (x) divided by (y), subject to (z), where (x), (y) and (z) are as follows:

16

     (x) is, for the applicable Plan Year, the sum of (1) the Employer’s contributions for each Participant to each Participant’s 401(k) Account, (2) subject to Paragraph (i) below, the Matching Contributions for each Participant to each Participant’s Matching Contribution Account, and (3) the QNECs, if any, for each Participant to each Participant’s QNEC Account;

     (y) is the Participant’s Section 414 Compensation for the applicable Plan Year; and

     (z) the Actual Deferral Percentage of a member of the Highly Compensated Group shall be determined by treating all cash or deferred arrangements under which the member of the Highly Compensated Group is eligible (other than those that may not be permissively aggregated) as a single arrangement.

          (e) (i) Excess Contributions shall be reduced to satisfy Paragraph (c) above. Excess Contributions shall mean with respect to any Plan Year, the excess of the aggregate amount of the Employer’s contributions made pursuant to this Section 4.1 actually paid over to the Trust Fund on behalf of the Highly Compensated Group for such Plan Year, over the maximum amount of such contributions permitted under (c) above. The amount of Excess Contributions for Highly Compensated Employees will be determined using the “ratio leveling” method in accordance with Internal Revenue Service Notice 97-2, 1997-2 I.R.B. 22, or any subsequent guidance from the Internal Revenue Service. Reductions from among the Highly Compensated Group shall be determined by reducing 401(k) Contributions made pursuant to this Section 4.1 hereof, on behalf of members of the Highly Compensated Group in order of the dollar amounts of 401(k) Contributions beginning with the largest of such dollar amounts of 401(k) Contributions, as adjusted as reduction takes place.

     (i) The Excess Contributions for any Plan Year (and any income allocable to such Excess Contributions) shall be distributed before the last day of the next Plan Year to the members of the Highly Compensated Group on the basis of the respective portions of the Excess Contributions attributable to each such member of the Highly Compensated Group. Any such amounts not distributed before March 15 of the next Plan Year will be subject to an excise tax on the Employer under Code Section 4979. The amount of Excess Contributions that may be distributed under this Paragraph shall be reduced by any Excess Deferrals (as defined in Section 4.1(h)) previously distributed with respect to such Participant for the Plan Year.

     (ii) The method used for computing income or loss allocable to Excess Contributions shall be the method set forth in Section 6.9 hereof. Notwithstanding the foregoing, there shall be no income allocable to Excess Contributions during the period between the end of the Plan Year and the date of distribution of the Excess Contributions.

17

          (f) All determinations and procedures with regard to the matters covered by Paragraphs (c), (d) and (e) of this Section 4.1 shall be made in accordance with Code Section 401(k)(3) and Treasury Regulation Section 1.401(k)-1(b).

          (g) Notwithstanding anything else herein, the amount to be contributed for any calendar year on behalf of any Participant pursuant to an agreement under (a) above shall not exceed the applicable “Elective Limitation.” The “Elective Limitation” shall mean fourteen thousand dollars ($14,000) for 2005, and fifteen thousand dollars ($15,000) for 2006 and thereafter such dollar amount in effect under Section 402(g) of the Code.

          (h) If contributions of Elective Deferrals on behalf of a Participant for any calendar year are in excess of the Elective Limitation for such calendar year, the excess amount (“Excess Deferrals”) shall be treated as follows:

     (i) not later than March 1st of the next calendar year, the Participant may allocate the amount of such Excess Deferrals among the plans under which the deferrals were made and may notify each such plan the portion allocated to it;

     (ii) not later than April 15th of the next calendar year, the Employer may distribute to the Participant the amount of Excess Deferrals allocated to it under (i) above, and any income or loss allocable to such amount, which shall be computed based on the method set forth in Section 6.9 hereof.

          In the event Excess Deferrals were made to the Plan without consideration of contributions to any other plans, such amounts shall be distributed pursuant to clause (ii) without regard to whether any election under clause (i) is made.

          (i) In satisfying the Actual Deferral Percentage Test described in Paragraph (c), Matching Contributions may be treated as if they were contributions to the Participant’s 401(k) Account pursuant to Section 4.1 hereof, provided that the requirements of Code Regulation Section 1.401(k)-1(b)(5) are satisfied. If used to satisfy the Actual Deferral Percentage Test, such Matching Contributions shall not be used to help other Matching Contributions satisfy the Actual Contribution Percentage Test (as described in Section 401(m)(2) of the Code), set forth in Section 4.5 hereof except as otherwise permitted by applicable law.

          (j) For purposes of satisfying the Actual Deferral Percentage Test described in Paragraph (c), all elective contributions that are made under two or more plans that are aggregated for purposes of Code Section 401(a)(4) or Code Section 410(b) (other than Code Section 410(b)(2)(A)(ii)) shall be treated as made under a single plan and if two or more plans are permissively aggregated for purposes of Code Section 401(k), the aggregated plans must also satisfy Code Sections 401(a)(4) and 410(b) as though they were a single plan.

          4.2 Catch-Up Contributions.

          (a) Any Participant who:

     (i) is eligible to make 401(k) Contributions pursuant to Section 4.1 of the Plan,

18

     (ii) who has attained or will attain age fifty (50) before the close of the Plan Year, and

     (iii) with respect to whom no other elective deferrals may (without regard to this subsection) be made to the Plan Year for the Plan Year by reason of the application of any limitation or other restriction described in Sections 401(a)(30), 402(h), 403(b), 408, 415(c), and 457(b)(2) (determined without regard to section 457(b)(3)) of the Code, or comparable limitation or restriction contained in the terms of the Plan, shall be eligible to enter into a salary reduction agreement with his Employer to have the Employer make Catch-Up Contributions on behalf of the Participant to the Participant’s Catch-Up Contribution Account in accordance with, and subject to, the limitations of Code Section 414(v). Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415 as provided in Sections 4.1(g) and 4.10 of the Plan. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, including, without limitation, Sections 4.1(c) and 4.5(a) of the Plan, by reason of permitting Participants to make Catch-Up Contributions.

          (b) Contributions made pursuant to this Section 4.2 shall reduce the amount of Compensation otherwise payable to the Participant thereafter.

          (c) A salary reduction agreement entered by a Participant shall be on a form acceptable to the Committee in accordance with its rules and regulations. A Participant may elect to make, change or terminate his contribution rate with regard to future Compensation as of the first day of the Payroll Period following such election by giving sufficient prior notice to the Plan Administrator on a form provided by the Committee for such purpose. The Committee may establish or change, in accordance with its rules and regulations and in a consistent manner, the period of prior notice.

          4.3 After-Tax Contributions. (a) A Participant may enter into a salary deduction agreement with his Employer to make contributions to his After-Tax Contribution Account, subject to the limitations set forth in Section 4.10 hereof. Each Participant may contribute to the Plan a percentage of his future Compensation each Payroll Period earned while a Participant, equal to one percent (1%) to ten percent (10%) in whole percentages.

          (b) A Participant may elect to make, change or terminate his After-Tax Contribution rate only as of the first day of any Payroll Period (or such other times as the Committee shall prescribe) following such election, by giving sufficient prior notice to the Plan Administrator in a manner acceptable to, the Committee for such purpose. The Committee may establish or change, in accordance with its rules and regulations and in a consistent manner, the period of prior notice.

19

          (c) Matching Contributions. Except as provided herein, for each Pay Period, with respect to each Participant who is entitled to make and who makes 401(k) Contributions pursuant to Section 4.1 hereof, with respect to each Pay Period the Employer shall contribute to the Plan an amount equal to fifty percent (50%) of such Participant’s 401(k) Contributions contributed by the Participant with respect to the first six percent (6%) of such Participant’s Compensation earned while a Participant during the Pay Period.

          (d) (i) With respect to each Participant who is entitled to make and who makes 401(k) Contributions pursuant to Section 4.1 hereof, the Employer, in its sole and absolute discretion, may contribute Matching Contributions to the Plan in addition to the Matching Contributions made pursuant to Paragraph (a) above, in an amount equal to a percentage of such Participant’s 401(k) Contribution, as designated by the Employer for the applicable Plan Year. In connection with the designation of any percentage for the purpose of making additional Matching Contributions pursuant to this Paragraph (b), the Employer in its sole and absolute discretion, may limit the Matching Contribution by placing a total dollar or percentage limit on the Matching Contribution.

     (ii) Notwithstanding the foregoing, no Matching Contribution will be made for any Participant pursuant to this Section 4.4(b) for any Plan Year unless he is employed by the Employer on the last day of the Plan Year or during such Plan Year, he retired at or after attaining his Normal Retirement Age, died or incurred (and satisfied all of the requirements for) a Disability.

     (iii) Notwithstanding the provisions of Paragraph (ii) above, in the event that the limitations set forth therein cause the Plan to fail to satisfy for any Plan Year the requirements of Code Section 410(b) and the regulations thereunder because of the exclusion of certain Participants as being deemed to be benefiting under the Plan, based on the allocation in Paragraph (i), then the Employer contributions under Paragraph (i) shall be allocated for such Plan Year as of the last day of the Plan Year among all Participants who were credited with a Period of Service of more than three (3) consecutive calendar months during the Plan Year or were employed on the last day of the Plan Year or who were not employed on the last day of the Plan Year but either retired at or after Normal Retirement Age, died or incurred a Disability during the Plan Year.

          (e) In the event of the return of any Excess Contribution or Excess Deferral to a Participant, no Matching Contribution pursuant to (a) and (b) above shall be made with respect to the amount returned and, if made prior to a determination of Excess Contribution or Excess Deferral, shall be forfeited.

          (f) No Matching Contribution shall be made under this Section 4.4 for any Participant for any Plan Year with respect to After-Tax Contributions or any Catch-Up Contributions.

          4.4 Actual Contribution Percentage. (a) The Matching Contributions and After-Tax Contributions made by or on behalf of the Highly Compensated Group in any Plan Year shall not exceed the maximum amount so that the “Actual Contribution Percentage,” as

20

determined pursuant to (b) below, for the Highly Compensated Group for the current Plan Year does not exceed the Actual Contribution Percentage for the Non Highly Compensated Group for the current Plan Year, by the greater of:

     (i) One hundred and twenty-five percent (125%); or

     (ii) Subject to (b) below, the lesser of two (2) percentage points or two hundred percent (200%).

          Notwithstanding the foregoing, this Section 4.5(a) may be applied using the Actual Contribution Percentage for the Non Highly Compensated Group for the preceding Plan Year rather than the current Plan Year provided that an election to use the current Plan Year must be made pursuant to Code Section 401(m)(2)(A) and any regulations or other published guidance thereunder.

          (b) The Actual Contribution Percentage for a specified group of Participants for a Plan Year shall be the average of the “Contribution Percentage” of each Participant in such group, where such Contribution Percentage shall be equal to the ratio of:

     (i) The sum of the After-Tax Contributions and the Matching Contributions made to the Plan on behalf of each Participant for the applicable Plan Year (other than those that cannot be considered as a result of Section 4.1(i) above), plus to the extent permitted under Treasury Regulation Section 1.401(m)-1(b)(5), some or all of the contributions under Section 4.1; and

     (ii) The Participant’s Section 414 Compensation for the applicable Plan Year.

          (c) (i) Excess Aggregate Contributions shall be reduced to satisfy Paragraph (a) above. Excess Aggregate Contributions shall mean with respect to any Plan Year, the excess of (1) the aggregate amount of contributions made pursuant to Section 4.4 actually paid over to the Trust on behalf of the Highly Compensated Group for such Plan Year, over (2) the maximum amount of such contributions permitted under the preceding Paragraph (a). The amount of Excess Aggregate Contributions for Highly Compensated Employees will be determined using the “ratio leveling” method in accordance with Internal Revenue Service Notice 97-2, 197-2 I.R.B. 22, or any subsequent guidance from the Internal Revenue Service. Reductions shall be determined by reducing contributions made on behalf of members of the Highly Compensated Group in order of the dollar amounts of the total After-Tax Contributions and Matching Contributions beginning with the largest of such dollar amounts of total After-Tax Contributions and Matching Contributions, as adjusted as reduction takes place. Excess Aggregate Contributions shall be reduced in the following order: first After-Tax Contributions and then Matching Contributions.

     (ii) the Excess Aggregate Contributions for any Plan Year (and any income allocable to such contributions) shall be distributed before the last day of the next Plan Year to the members of the Highly Compensated Group on the respective portions of the Excess Aggregate Contributions attributable to each such member, provided that any such amounts not distributed before March 15 of

21

the next Plan Year will be subject to an excise tax on the Employer under Code Section 4979. The amount of Excess Aggregate Contributions to be distributed to an Employee for a Plan Year shall be reduced by Excess Aggregate Contributions previously distributed to the Employee for the Plan Year.

     (iii) the method used for computing income or loss allocable to Excess Aggregate Contributions shall be determined in accordance with Section 6.9 hereof. There shall be no income allocable to Excess Aggregate Contributions during the period between the end of the Plan Year and the date of distribution of the Excess Aggregate Contributions.

          (d) All determinations and procedures with regard to the matters covered by Paragraphs (a), (b) and (c) of this Section 4.5 shall be made in accordance with Code Section 401(m) and Treasury Regulation Section 1.401(m)-1.

          4.5 Qualified Non-Elective Contributions. To the extent permitted under the Code, within twelve (12) months after the close of the Plan Year (or within such greater time if permitted by the Internal Revenue Service), the Employer, in its sole discretion, may make QNECs on behalf of one or more members of the Non Highly Compensated Group to their QNEC Accounts in an amount sufficient to satisfy one of the tests set forth in Section 4.1(b) or Section 4.5(a). QNECs shall be allocated to Participants who are in the Non Highly Compensated Group starting with the Participant with the lowest Compensation for the Plan Year until such Participant has reached the limitation under Section 4.10 hereof and progressing thereafter in similar manner in reverse order of Compensation for the Plan Year until such QNECs are fully utilized.

          4.6 Profit Sharing Contributions. (a) If the Employer elects, in its sole and absolute discretion, to make contributions to the Plan for the Plan Year other than that pursuant to Section 4.4, the Employer shall contribute to the Profit Sharing Account of each Participant employed by the Employer, an amount equal to such percentage of Compensation for the Plan Year as may be determined by the Employer in its sole and absolute discretion; provided that no contribution shall be made to such Account for any Participant for such Plan Year unless (i) he is employed by the Employer on the last day of the Plan Year or (ii) during such Plan Year the Participant retired at or after attaining his Normal Retirement Age, died or incurred (and satisfied all of the requirements for) a Disability. Such contributions shall be allocated to each Participant based on the proportion of the Participant’s Compensation for the Plan Year to the total Compensation for the Plan Year of all Participants employed by the Employer who are eligible to have an allocation made to their Profit Sharing Account pursuant to this Section 4.7.

          (b) Notwithstanding the provisions of Paragraph (a) above, in the event the limitations set forth therein cause the Plan to fail to satisfy for any Plan Year the requirements of Code Section 410(b) and the regulations thereunder because of the exclusion of certain Participants as being deemed to be benefiting under the Plan, based on the allocation in Paragraph (a), then the Employer contributions under Paragraph (a) shall be allocated for such Plan Year as of the last day of the Plan Year among all Participants who were credited with a Period of Service of more than three (3) consecutive calendar months during the Plan Year or were employed on the last day of the Plan Year or who were not employed on the last day of the

22

Plan Year but either retired at or after Normal Retirement Age, died or incurred a Disability during the Plan Year.

          4.7 Time of Contributions. Contributions shall be made for each Plan Year within the time permitted by law.

          4.8 Rollovers. With respect to any Eligible Employee, the Plan will accept a direct rollover of an Eligible Rollover Distribution, as defined in Section 7.9 of the Plan, from a qualified plan described in Sections 401(a) or 403(a) of the Code, an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and the portion of a distribution from an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code that is eligible to be rolled over.

          4.9 Limitations on Contributions. (a) Section 415(c) of the Code is incorporated by reference into the Plan, and notwithstanding anything herein shall override any Plan provision to the contrary. Contributions and other Annual Additions under the Plan are subject to the limitations of Section 415 of the Code. Section 414 Compensation shall be used for purposes of the limitations imposed by Code Section 415. “Annual Additions” shall mean the sum, for any Limitation Year, of employer contributions, employee contributions (without regard to rollover contributions) and forfeitures, including 401(k) Contributions, After-Tax Contributions, Matching Contributions, QNECs and Profit Sharing Contributions.

          (b) If as a result of reasonable error in estimating a Participant’s Section 414 Compensation, or as a result of such other circumstances as may be permitted under applicable Treasury Regulations, Annual Additions to a Participant’s Account shall in any Plan Year exceed the maximum permitted under Code Section 415, the Committee shall, pursuant to the provisions of Section 1.415-6(b)(6) of the Treasury Regulations (or any successor provision thereto),

     (i) reduce Annual Additions in the following priority including any income allocable to any such contributions: After-Tax Contributions; then unmatched 401(k) Contributions (and any income allocable to such contributions); then Profit Sharing Contributions, then QNECS, and if any excess then still exists, matched 401(k) Contributions and the related Matching Contributions proportionately; and

     (ii) treat the excess amounts as follows:

     (1) Excess amounts attributable to After-Tax Contributions or 401(k) Contributions and any income thereon shall be distributed to the Participant pursuant to the provisions of Treasury Regulation Section 1.415-6(b)(6)(iv).

     (2) Pursuant to the provisions of Treasury Regulation Section 1.415-6(b)(6)(ii), the excess amounts attributable to Profit Sharing Contributions, Matching Contributions and QNECs and any income thereon shall be used to reduce Profit Sharing Contributions, Matching

23

Contributions and QNECs for the next Limitation Year (and succeeding Limitation Years, as necessary) for that Participant if that Participant is covered by the Plan as of the end of such Limitation Year.

     (3) If the Participant is not covered by the Plan as of the end of the next Limitation Year, then the excess amounts attributable to Profit Sharing Contributions, Matching Contributions and QNECs and any income thereon shall be held unallocated in a suspense account for the Limitation Year and allocated and reallocated in the next Limitation Year (and succeeding Limitation Years, as necessary) as Profit Sharing Contributions, Matching Contributions and QNECs to all of the remaining Participants in the Plan before any other Profit Sharing Contributions, Matching Contributions and QNECs which would constitute Annual Additions are made to the Plan for such Limitation Year.

     (4) Excess amounts attributable to Profit Sharing Contributions, Matching Contributions and QNECs and any income thereon may not be distributed to Participants or former Participants.

          (c) Notwithstanding anything herein to the contrary, in the event the Annual Additions on behalf of a Participant in any Limitation Year exceeds the limitation of Code Section 415 and the Participant participates in more than one defined contribution plan that is qualified under Section 401(a) of the Code and maintained by the Employer, such Annual Additions shall be reduced by reducing contributions to this Plan, and if any excess then still exists, by limiting or reducing contributions to any other plan of the Employer, or any other entity aggregated under Section 415(g) of the Code, that is qualified under Section 401(a) of the Code.

          (d) In no event shall the aggregate contributions by the Employer under this Article IV, when combined with amounts contributed pursuant to Section 4.1 hereof and any other plan of the Employer qualified under Section 401(a) of the Code be in excess of the amounts deductible pursuant to Section 404(a)(3) of the Code, or the section of any future Code provision limiting deductions to profit-sharing plans.

24

ARTICLE V

VESTING AND FORFEITURES

          5.1 Vesting of Interest of Participant in Trust Fund. (a) A Member shall be fully vested in his 401(k) Account, Catch-Up Contribution Account, QNEC Account, Rollover Account and After-Tax Account at all times and such Account balances shall at all times be nonforfeitable.

          (b) Subject to Exhibit B, the portion of such Participant’s Accrued Benefit in his Matching Contribution Account and Profit Sharing Account which shall become vested and nonforfeitable shall be based on his number of years in his Period of Service according to the following schedule:

Number of Years in Period of Service	Nonforfeitable Percentage
Less than 2	0%
2 or more	100%

          (c) If any Member shall, while an Employee, attain his Normal Retirement Age or shall die or incur (and satisfy all of the requirements for) a Disability while he is an Employee, the entire interest in his Account shall become nonforfeitable.

          5.2 Forfeitures. In the event a Member incurs a Termination of Employment, any portion of the Member’s Matching Contribution Account and Profit Sharing Account to which he is not then entitled pursuant to Section 5.1 hereof shall be forfeited (a “Forfeiture”). A Forfeiture shall be deemed to take place at the following time:

          (a) If the Member has no vested interest in any of his Accounts, the Forfeiture shall take place in the Plan Year in which his Termination of Employment occurs. In such case, the Member shall be deemed to have a distribution of his zero Account Value at the time of his Termination of Employment.

          (b) If the Member has any vested interest in any of his Accounts, the Forfeiture shall take place in the Plan Year in which occurs the earlier of (i) completion of the distribution of the Member’s vested benefits under the Plan or (ii) incurrence by the Member of his fifth (5th) consecutive one-year Period of Severance.

          5.3 Restoration of Forfeitures. (a) If a Member whose Matching Contribution Account or Profit Sharing Account was forfeited in its entirety pursuant to Section 5.2 above again becomes employed by an Employer or an Affiliate before he incurs his fifth (5th) consecutive One Year Period of Severance, the amount of his Forfeiture shall be restored to his Account.

25

          (b) If an Employee who received a distribution of less than all of his Matching Contribution Account and Profit Sharing Account is again employed by an Employer or an Affiliate before he incurs his fifth (5th) consecutive One Year Period of Severance and repays to the Plan, prior to the earlier of his incurring his fifth (5th) consecutive One Year Period of Severance or five (5) years after his Reemployment Commencement Date, the amount of his previous distribution, if any, the amount of his Forfeitures shall be restored to his Matching Contribution Account and Profit Sharing Account.

          5.4 Use of Forfeitures. Forfeitures, if any, shall be first allocated to the Accounts of Participants entitled to a restoration of their interests in the Plan as described in Section 5.3 of the Plan and the remainder of such Forfeitures shall be used to reduce future contributions by the Employer and pay the expenses of operating the Plan and Trust.

26

ARTICLE VI

ALLOCATION

          6.1 401(k) Accounts. 401(k) Contributions shall be allocated to the 401(k) Account of each Member who entered into a salary reduction agreement pursuant to which such contributions were made.

          6.2 Catch-Up Contribution Account. Catch-Up Contributions made pursuant to Section 4.2 shall be allocated to the Catch-Up Contribution Account of each Member who entered into a salary reduction agreement pursuant to which such Catch-Up Contributions were made.

          6.3 After-Tax Account. After-Tax Contributions shall be allocated to the After-Tax Account of each Member for whom such contributions have been made pursuant to Section 4.3 hereof in the amount of the After-Tax Contributions for each Member.

          6.4 Matching Contribution Accounts. Matching Contributions for any Plan Year shall be allocated to the Matching Contribution Account of each Member for whom such contributions have been made pursuant to Section 4.4 hereof in the amount of the Matching Contributions for each Member.

          6.5 QNEC Account. Contributions to the QNEC Account, if any, shall be allocated to the Accounts of each Member for whom QNECs have been made pursuant to Section 4.6 hereof in the amount of the QNECs for such Member.

          6.6 Profit Sharing Accounts. Profit Sharing Contributions for any Plan Year shall be allocated to the Profit Sharing Account of each Member for whom such contributions have been made pursuant to Section 4.7 hereof in the amount of the Profit Sharing Contributions for each Member.

          6.7 Rollover Account. Rollover Contributions shall be allocated to the Rollover Account of the Member who made the Rollover Contribution to the Plan as follows:

          (a) Rollover Contributions made to the Plan, excluding portion of a rollover contribution that would not otherwise be includible in the Eligible Employee’s taxable gross income, shall be allocated to the Members General Rollover Account.

          (b) The portion of any Rollover Contributions that consist of after-tax contributions that would not have been includible in the Member’s gross income if received directly by him shall be allocated to the Member’s After-Tax Rollover Account.

          6.8 Valuation of the Trust Fund. The Trust Fund shall be valued at Fair Market Value by the Trustee on or as of each Valuation Date, with appropriate allocations and adjustments for any items of income, expenses, gains and losses, and all other transactions since the prior Valuation Date. The net income thus arrived at, exclusive of forfeitures (and net income thereon), shall be allocated on a basis of Account balances and in a fair and

27

nondiscriminatory manner according to the rules established by the Committee, and which shall reflect the interests of the Members during such Plan Year (or between Valuation Dates, if earlier) in the Investment Options and in the Trust Fund. Unless paid by the Employer, all fees, expenses and taxes levied or assessed against the Trust Fund shall be paid by the Trust Fund, provided, however, that each Member shall bear any fees of the Trustee or Investment Option charged with regard to maintaining his Account that are not paid by the Employer. The interest of each Member in the Expedia Stock Option shall be expressed as shares of Expedia Stock. The interest of each Member in the Investment Options (other than the Expedia Stock Option) shall be expressed in accordance with the valuation methods and practices of the entity maintaining the Investment Option. Each Member shall bear any fees of the Trustee or Investment Option charged with regard to maintaining his Account that are not paid by the Employer, in its sole discretion.

          6.9 Investment of Accounts. (a) Subject to the rules of the Committee, a Member may elect to have his Account and future contributions made on his behalf to such Account, invested in such percentages as permitted by the Committee in one or more of the Investment Options, which shall be funds maintained or established by a bank, trust company, insurance company, mutual fund or investment company, designated by the Committee as Investment Options under this Section 6.11. Of the designated Investment Options, there shall be at least three (3) Investment Options (which together provide a broad range of investment alternatives as contemplated under Section 404(c) of ERISA and the regulations thereunder) and the Expedia Stock Option. From time to time the Committee may designate additional Investment Options, withdraw the designation of Investment Options or change designated Investment Options.

          (b) Upon first entering into a salary reduction agreement with an Employer or upon request of the Committee or at such other times permitted by the Committee, each Member shall elect the manner in which his Account and future contributions made on his behalf to such Account, are to be invested. Unless specifically permitted by the Committee, an investment election shall apply consistently to each sub-account and future contributions to such Account shall be invested in the same manner and proportion. Notwithstanding the foregoing, if a mutual fund or separate account is designated by the Committee as a vehicle for investing contributions and the bank, trust company, insurance company, mutual fund or investment company maintaining the mutual fund or separate account or a third party administrator permits telephonic elections or electronic transmissions regarding the manner in which a Member’s Account and future contributions made on behalf of him are invested, the Committee may provide for such telephonic elections or electronic transmissions. If no election is made by the Member, the Member’s Account and future contributions shall be invested in a managed income fund or other Investment Option designated by the Committee. If the Member fails to change his election, the previous investment election shall remain effective until the Member affirmatively changes his investment election. Subject to the provisions of the governing documents of the Investment Options involved, if there is a change in designated Investment Options and a Member does not make a new election, he will be deemed to have designated investment in the designated Investment Options most similar to those previously elected and in the same proportion as previously elected. Subject to any limitations imposed by the Investment Options, a Member (or in the event of the Member’s death, the Member’s Beneficiary) may change his election of designated Investment Options with regard to future contributions and current Account Values as

28

of the first day of any Payroll Period (or at such additional times as may be permitted by the Committee) by filing a new election with the Committee at such times and in such manner as may be prescribed by the Committee and with such prior notice as specified by the Committee in advance of the date the change is to become effective or, if telephonic elections or elections by electronic transmission are permitted, with such notice as required by the bank, trust company, insurance company, mutual fund or investment company maintaining the mutual fund or third party administrator. Subject to the rules of the Investment Options and the Committee, including, without limitation, rules restricting the availability of transfers and setting minimum or maximum amounts that may be transferred and when transfers are permitted, a Member (or in the event of the Member’s death, the Member’s Beneficiary) may transfer all or a part of his Account from one Investment Option to another Investment Option in such percentages as permitted by the Committee. All elections and transfers shall be subject to rules established by the Committee and by the bank, trust company, mutual fund or investment company maintaining the Investment Option.

          (c) With respect to a Member’s Account, each Member shall be solely responsible for the investment of his Account under the Plan. The fact that an Investment Option is available under the Plan shall not be considered an investment recommendation. The Employer intends that this Plan conform to Section 404(c) of ERISA and Department of Labor Regulation Section 2550.404c-1 and that the Plan and Trust are operated and administered in accordance with such provisions. With respect to any investment election or other direction by a Member, none of the Trustee, the Plan Administrator, the Committee or the Employer shall be under any duty to question any such direction of a Member (or, in the event of the Member’s death, the Member’s Beneficiary). The Trustee shall comply as promptly as is practicable with the directions given by a Member or by a Beneficiary in accordance with the terms of the Plan. None of the Trustee, the Plan Administrator, the Committee or the Employer shall be responsible or liable for any loss or expense which may arise from or result from compliance with any directions from the Member (or, in the event of the Member’s death, the Member’s Beneficiary).

          (d) A Member may also direct the investment of any part of his Account to a brokerage account (a “Brokerage Account”) maintained by an investment company selected by the Committee that allows Members to invest in individual stocks, bonds, mutual funds and options, excluding Expedia Stock and those mutual funds otherwise offered under the Plan. Investment in through a Brokerage Account is subject to terms and conditions as may be established by the applicable investment company from time to time. Members who elect to invest through a Brokerage Account will be charged an annual fee and transaction fees. As an express condition for establishing or maintaining a Brokerage Account, a Member shall be required to execute such forms as may be required by the Committee or Investment Company. A Member who maintains a Brokerage Account shall be deemed a “named fiduciary” within the meaning of Section 402(a)(1) of ERISA with respect to his Brokerage Account.

          (e) For purposes of this Section 6.10, a Member’s alternate payee under a “qualified domestic relations order,” as defined in Section 414(p) of the Code or, in the event of a Member’s death, the Member’s Beneficiary, shall have all rights of a Member.

29

          6.10 Investments in IAC Stock and Expedia Stock.

          (a) On the Distribution Date, shares of Expedia Stock shall be credited to each Member’s Account on a pro rata basis in proportion to the shares of IAC Stock held by such Member in his Account in the Plan on the record date for the distribution.

          (b) Subject to the provisions of Section 6.10 of the Plan, a Member may direct that up to the total value of his Account invested in IAC Stock be transferred to any other Investment Option available under the Plan. In no event shall the IAC Stock be available for the investment of future contributions or the receipt of transfers from other Investment Options available under the Plan.

          (c) Effective as of the close of business on December 30, 2005, the IAC Stock held in a Member’s Account shall be liquidated and reinvested as of the next Valuation Date in each of the other Investment Options in accordance with the Member’s last investment election made under the Plan for future contributions pursuant to Section 6.10(a) of the Plan.

          (d) The Committee may, in its discretion, impose at any time or from time to time restrictions on, or additional rules with respect to, transfers from IAC Stock to other Investment Options available under the Plan, as the Committee deems necessary or appropriate.

          (e) Distributions of Stock. IAC Stock shall be treated in the same manner as Expedia Stock for purposes of Articles VII, VIII and IX.

30

ARTICLE VII

DISTRIBUTIONS

          7.1 General Rule. Except as otherwise provided in this Article or prohibited by law, a Member’s vested Account balance under the Plan shall be available to the Member for distribution at any time after any of the following:

          (a) the Member’s retirement at or after his Normal Retirement Age;

          (b) the Member’s death or Disability;

          (c) the Member’s Termination of Employment; or

          (d) as set forth in Article VIII below; or

          (e) as set forth in Article IX.

          Such distribution shall be made to the Member on or as soon as administratively feasible (and in accordance with the Plan’s administrative procedures) following the Benefit Starting Date requested in writing by the Member (or in the event of the Member’s death, his Beneficiary). The Benefit Starting Date may not be more than ninety (90) days after such request and, except as provided below, may not be less than thirty (30) days after such request. The Member’s distribution shall be based on the Value on the last Valuation Date prior to the date of actual distribution (and any contributions made since that Valuation Date), provided that no distribution may be made until the Committee has provided the Member with a notice regarding his rights and benefits under the Plan not more than ninety (90) days or less than thirty (30) days prior to the Member’s Benefit Starting Date. Notwithstanding the foregoing, a Member may elect a Benefit Starting Date earlier than thirty (30) days after receiving such notice from the Committee, provided that:

     (i) the Member has been clearly informed that he has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution; and

     (ii) the Member, after receiving the notice, affirmatively elects a distribution.

          Until the Benefit Starting Date, the Member’s Account shall be retained in the Trust Fund and revalued pursuant to Section 6.9 hereof. Between the Benefit Starting Date and the actual date on which distribution commences, the Member’s Account shall be revalued pursuant to Section 6.9 hereof and, therefore, shall continue to share in gains and losses.

          7.2 Death of a Member. (a) Death Prior to Commencement of Benefits. If a Member shall die prior to his Benefit Starting Date, the Member’s Account shall be distributed to such Member’s Spouse (or other Beneficiary designated with the consent of his Spouse (if any) in accordance with Section 7.5) as soon as administratively feasible after the Beneficiary’s

31

election to receive a distribution, but no later than the last day of the year following the year of the Member’s death.

          (b) Death After Commencement of Benefits. In the event that a Member dies on or after his Benefit Starting Date, his surviving Spouse or other Beneficiary (designated with the consent of his Spouse (if any) in accordance with Section 7.5) shall receive such benefits on the last day of the calendar year following the year of the Member’s death (or at any time earlier elected by the Beneficiary).

          (c) Death of Spouse or Beneficiary Before Payment. If a Spouse or Beneficiary entitled to receive benefits hereunder as a result of the previous death of the Member dies prior to commencement of such benefit, the Value of the Account allocable to the Spouse or other Beneficiary shall be paid to the legal representative of the estate of such Spouse or other Beneficiary. A Member’s election of a nonspousal Beneficiary is revocable by the Member at any time before his death.

          7.3 Form of Retirement Benefit Distributions. A Member or, in the event of the Member’s death, the Member’s Beneficiary, shall have the vested portion of the Member’s Accrued Benefit distributed in a lump sum payment consisting of (i) cash equal to the Fair Market Value of the interest of the Member’s Account in the Investment Options (including, if elected by the Member (or, in the event of the Member’s death, the Member’s Beneficiary), the Fair Market Value of the interest of the Member’s Account in Expedia Stock) and (ii) if elected by the Member, Expedia Stock representing all or a portion of the Fair Market Value of the interest of the Member’s Account in Expedia Stock. Fractional shares of Expedia Stock shall be aggregated to create whole shares of Expedia Stock, which shall be distributed in the form of whole shares of Expedia Stock, if the Member or, in the event of the Member’s death, the Member’s Beneficiary, elects to receive all or a portion of his interest in Expedia Stock. Notwithstanding the foregoing, cash shall be distributed in lieu of excess fractional shares of Expedia Stock.

          7.4 Proof of Death and Right of Beneficiary. The Committee may require and rely upon such proof of death and such evidence of the right of any Beneficiary to receive the undistributed vested Value of the Account of a deceased Member as the Committee may deem proper, and its determination of death and of the right of such Beneficiary to receive payments shall be conclusive.

          7.5 Consent of Spouse. Whenever the terms of this Plan require that the consent of a Member’s Spouse be obtained, such consent shall be valid only if it is in writing, contains an acknowledgment by such Spouse of the effect of such consent, designates a Beneficiary (or a form of benefits) which may not be changed without the consent of the Spouse (unless such consent specifically permits designation by the Member without any requirement of further consent of the Spouse) and is witnessed either by a representative of the Plan or by a notary public; provided, however, that, in accordance with Treasury Regulation Section 1.401(a)-20, the consent of a Member’s Spouse shall not be required in the event that the Member establishes to the satisfaction of the Plan Administrator that he has no Spouse, that such Spouse cannot be located, or under such other circumstances as may be permitted under applicable Treasury regulations. Any consent of a Member’s Spouse obtained in accordance

32

with the provision of this Section 7.5 shall be revocable by the Member during his lifetime without the consent of the Member’s Spouse. Unless a qualified domestic relations order, as defined in Section 414(p) of the Code, requires otherwise, a Spouse’s consent shall not be required (and, hence, shall for purposes of this Plan be deemed given) if the Member is legally separated or the Member has been abandoned (within the meaning of local law) and the Member has a court order to such effect.

          7.6 Cash-Outs. Notwithstanding any other provision of the Plan to the contrary, if the Member’s vested Accrued Benefit is equal to or less than five thousand dollars ($5,000) at the time of his Termination of Employment (or is otherwise immediately distributable) or upon any Valuation Date (or such other dates as the Committee may determine in accordance with its rules and procedures) thereafter prior to his Benefit Starting Date, such vested Account balance shall be distributed in the form of a lump sum distribution without the consent of the Member. Solely for purposes of this Section, the vested portion of a Member’s Accrued Benefit shall be determined without regard to the Value of the Member’s Rollover Account.

In the event of an automatic distribution to be made in accordance with the provisions of this section in an amount that exceeds $1,000, if the Member does not elect to have such distribution paid directly to an Eligible Retirement Plan, as defined in Section 7.9 of the Plan, specified by the Member in a Direct Rollover, as defined in Section 7.9 of the Plan, or to receive the distribution directly in accordance with the terms of the Plan, then the Plan Administrator shall pay the distribution in a Direct Rollover, as defined in Section 7.9 of the Plan, to an individual retirement plan designed by the Plan Administrator.

          7.7 Limitation on Distribution from 401(k) Accounts, Catch-Up Contribution Accounts and QNEC Accounts.

          (a) Notwithstanding anything else herein and without expanding the rights with regard to distributions otherwise set forth herein, no distribution shall be made from a Participant’s 401(k) Account, Catch-Up Contribution Account or QNEC Account prior to:

     (i) Separation from employment, Death or Disability;

     (ii) Termination of the Plan without establishment or maintenance of another defined contribution plan (other than an employer stock ownership plan as defined in Code Section 4975(e)(7));

     (iii) The disposition by the Employer of substantially all of the assets (within the meaning of Code Section 409(d)(2)) used by the Employer in a trade or business of the Employer, but only with respect to an Employee who continues employment with the corporation acquiring the assets;

     (iv) The disposition by an Employer of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)), but only with respect to an Employee who continues employment with such subsidiary;

33

     (v) The attainment of age fifty-nine and one-half (59-¹/2) by the Participant; or

     (vi) In the case of the 401(k) Account and the Catch-Up Contribution Account, a Participant experiencing a Hardship, as defined in Section 9.1.

          (b) With regard to subparts (ii), (iii) and (iv) of Paragraph (a) above, any distribution made by reason of one of such events must be a lump sum distribution (as defined in Code Section 402(e)(4)(D) (without regard to clauses (I), (II), (III) and (IV) of clause (i) thereof). With regard to subparts (iii) and (iv) of Paragraph (a) above, such event shall be deemed covered by such subpart only if the Employer continues to maintain the Plan after the disposition. The foregoing limitations on distributions are intended to comply with the requirements of Code Section 401(k)(2)(B) and shall therefore be interpreted in accordance with such Code Section and the regulations thereunder.

          7.8 Eligibility for Distributions. Notwithstanding anything else herein, a Member shall be eligible to receive payment, or to commence payment, under the Plan of his benefits no later than sixty (60) days after the end of the Plan Year in which the latest of the following occurs:

     (a) The Member’s attainment of age sixty-five (65);

     (b) The tenth (10th) anniversary of the year in which the Member began participation in the Plan; or

     (c) The Member’s Termination of Employment.

          7.9 Rollover Provisions. (a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. The Committee shall have the authority to set minimums and maximums with respect to Eligible Rollover Distributions and adopt other guidelines and administrative procedures that are necessary or desirable to administer the direct rollover rules under this Section.

          (a) An “Eligible Rollover Distribution” is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include:

     (i) Any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee or the Distributee’s designated Beneficiary, or for a specified period of ten years or more;

34

     (ii) Any distribution to the extent such distribution is required under Section 401(a)(9) of the Code;

     (iii) The portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Expedia Stock);

     (iv) Any amount that is distributed from the Plan or any other plan on account of hardship, including, without limitation, any hardship distribution of 401(k) Contributions under Section 9.1 of the Plan or other plan or as otherwise described in Code Section 401(k)(2)(B)(i)(IV); or

     (v) Any other distribution that is hereafter not an eligible rollover distribution under applicable law.

          Notwithstanding the foregoing, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because a portion consists of after-tax employee contributions which are not includible in gross income, provided, however, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

          (b) An “Eligible Retirement Plan” is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan that accepts the Distributee’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code.

          (c) A “Distributee” includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former Spouse.

          (d) A “Direct Rollover” is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

          7.10 Unclaimed Payments. In the event that all, or any portion, of the distribution payable to a Member or his Beneficiary hereunder shall, at the expiration of five (5)

35

years after it shall become payable, remain unpaid solely by reason of the inability of the Plan Administrator, after sending a registered letter, return receipt requested, to the last known address, and after requesting the cooperation of the Social Security Administration or Pension Benefit Guaranty Corporation to ascertain the whereabouts of such Member or his Beneficiary, the amount so distributable shall be deposited into a suspense account and used to reduce future Employer Contributions. In the event a Member or Beneficiary is located subsequent to his benefit being forfeited, such benefit shall be restored by the Employer.

36

ARTICLE VIII

MINIMUM DISTRIBUTION REQUIREMENTS

          8.1 Definitions. The definitions apply to this Article VIII and unless otherwise specifically stated in another section hereof do not apply to any other section of this Plan.

          (a) Designated Beneficiary. The individual who is designated as a Member’s Beneficiary under the Plan and is the designated beneficiary under Code Section 401(a)(9) and Treasury Regulation Section 1.401(a)(9)-1, Q&A-4.

          (b) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions commencing before the Member’s death, the first Distribution Calendar Year shall be the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions commencing after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to commence under Section 8.2(b)(ii). The required minimum distribution for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, shall be made on or before December 31 of that Distribution Calendar Year.

          (c) Life Expectancy. Life expectancy as computed by use of the Single Life Table in Treasury Regulation Section 1.401(a)(9)-9.

          (d) Member’s Account Balance. The Member’s Account Balance as of the last Valuation Date in the Valuation Calendar Year increased by the amount of any contributions made and allocated to, the Member’s Account Balance as of dates in the Valuation Calendar Year after the Valuation Date and decreased by distributions made in the Valuation Calendar Year after the Valuation Date. The Member’s Account Balance for the Valuation Calendar Year includes any amounts rolled over or transferred to the Plan with respect to the Member (as adjusted for earnings and losses thereon) either in the Valuation Calendar Year or in the Distribution Calendar Year if distributed or transferred in the Valuation Calendar Year.

          (e) Required Beginning Date. The April 1st following the end of the calendar year in which occurs the later of (x) the Member’s attainment of age seventy and one-half (70-¹/2) and (y) the Member’s Termination of Employment. Notwithstanding the foregoing, with respect to a Member who is a 5 percent (5%) owner, as defined in Section 416(i) of the Code, the “Required beginning Date” shall be the April 1st following the end of the calendar year in which the Member attains age seventy and one-half (70-¹/2), whether or not he is then employed.

          (f) Valuation Calendar Year. The calendar year immediately preceding the Distribution Calendar Year.

37

          8.2 Required Commencement Date.

          (a) Notwithstanding Sections 7.2 and 7.5 of the Plan, the provisions of this Section shall apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

     (i) The requirements of this Section shall take precedence over any inconsistent provisions of the Plan.

     (ii) All distributions required under this Section shall be determined and made in accordance with Treasury Regulations under Code Section 401(a)(9).

          (b) Time and Manner of Distribution.

     (i) The Member’s interest in his Account shall be distributed, or commence to be distributed, to the Member no later than the Required Beginning Date.

     (ii) If the Member dies before distributions of his benefits commence, the Member’s entire interest in his Account shall be distributed, or shall commence to be distributed, no later than:

     (A) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, then distributions to the surviving Spouse shall commence by the later of (x) December 31 of the calendar year immediately following the calendar year in which the Member died, or (y) December 31 of the calendar year in which the Member would have attained age seventy and one-half (70-¹/2).

     (B) If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, then distributions to the Designated Beneficiary shall commence by December 31 of the calendar year immediately following the calendar year in which the Member died.

     (C) If there is no Designated Beneficiary as of September 30 of the calendar year following the calendar year of the Member’s death, the Member’s entire interest in his Account shall be distributed by December 31 of the calendar year containing the fifth (5th) anniversary of the Member’s death.

     (D) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary and the surviving Spouse dies after the Member but before distributions to the surviving Spouse commence, this Paragraph (b), other than clause (i) of this Paragraph (b) shall apply as if the surviving Spouse were the Member.

For purposes of this Paragraph (ii) and Section 8.2(d), unless clause (D) of this Paragraph (ii) applies, distributions shall be considered to commence on the Member’s Required Beginning

38

Date. If clause (D) of this Paragraph (ii) applies, distributions shall be considered to commence on the date distributions are required to commence to the surviving Spouse under clause (i) of this Paragraph (b). If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving Spouse before the date distributions are required to commence to the surviving Spouse under clause (A) of this Paragraph (ii)), the date distributions are considered to commence shall be the date distributions actually commence.

     (iii) Unless the Member’s interest in his Account is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions shall be made in accordance with Sections 8.2(c) and 8.2(d) of this Article. If the Member’s interest in his Account is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations.

          (c) Required Minimum Distributions During Member’s Lifetime.

     (i) During the Member’s lifetime, the minimum amount that shall be distributed for each Distribution Calendar Year is the lesser of:

     (A) The quotient obtained by dividing the Member’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

     (B) If the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s Spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Member’s and Spouse’s attained ages as of the Member’s and Spouse’s birthdays in the Distribution Calendar Year.

     (ii) Required minimum distributions shall be determined under this Section 8.2(c) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

          (d) Required Minimum Distributions After Member’s Death.

     (i)

     (A) If the Member dies on or after the date distributions commence and there is a Designated Beneficiary, the minimum amount that shall be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the longer of the remaining Life Expectancy of the

39

Member or the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as follows:

(1) The Member’s remaining Life Expectancy shall be calculated using the age of the Member in the year of death (reduced by one for each subsequent calendar year in which such calculation is performed).

(2) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse shall be calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s death, the remaining Life Expectancy of the surviving Spouse shall be calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death (reduced by one for each subsequent calendar year in which such calculation is performed).

(3) If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy shall be calculated using the age of the Designated Beneficiary in the year following the year of the Member’s death (reduced by one for each subsequent calendar year in which such calculation is performed).

(4) If the Member dies on or after the date distributions commence and there is no Designated Beneficiary as of September 30 of the calendar year following the calendar year of the Member’s death, the minimum amount that shall be distributed for each Distribution Calendar Year after the calendar year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the calendar year of death (reduced by one for each subsequent calendar year in which such calculation is performed).

     (ii)

     (A) If the Member dies before the date distributions commence and there is a Designated Beneficiary, the minimum amount that shall be distributed for each Distribution Calendar Year after the calendar year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in Paragraph (i) of this Section 8.2(d).

     (B) If the Member dies before the date distributions commence and there is no Designated Beneficiary as of September 30 of the calendar

40

year following the calendar year of the Member’s death, distribution of the Member’s entire interest in his Account shall be completed by December 31 of the calendar year containing the fifth (5th) anniversary of the Member’s death.

     (C) If the Member dies before the date distributions commence, the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to commence to the surviving Spouse under Section 8.2(b)(ii)(A), this Paragraph (ii) shall be applied as if the surviving Spouse were the Member.

          8.3 Limitation on Payments. Notwithstanding anything else in this Plan to the contrary, the payment of benefits with respect to a deceased Member shall be made in accordance with Code Section 401(a)(9) and the regulations thereunder. All benefits payable under the Plan shall be subject to the following limitations and rules which shall in no event expand the requirements and limitations on benefit payments set forth elsewhere herein:

          (a) In no event shall the payment of benefits under any form of benefit elected by a Member extend over a period which exceeds the longest of:

     (i) the life of the Member;

     (ii) the lives of the Member and his Beneficiary, if any;

     (iii) the life expectancy of the Member; or

     (iv) the joint life expectancies of the Member and his Beneficiary, if any.

          (b) Notwithstanding anything else in this Plan to the contrary, the payment of any death benefit payable to any Beneficiary of a Member shall be subject to the rules and restrictions of Code Section 401(a)(9) and the regulations thereunder (including, without limitation, Proposed Treasury Regulation Section 1.401(a)(9)-2) which restrictions shall not expand the requirements of Section 8.2 hereof with regard to a payment upon death:

     (i) If the Member dies after his required beginning date under Code Section 401(a)(9) and the regulations thereunder or after his benefits have irrevocably commenced (the “Commencement Date”), such death benefit must be distributed to the Beneficiary under a method that is at least as rapid as the method under which distributions were being made to the Member as of the date of the Member’s death;

     (ii) If the Member dies before his Commencement Date and the Beneficiary is not a designated Beneficiary within the meaning of Code Section 401(a)(9), the entire interest of the Member must be distributed over a period

41

which does not exceed five (5) years from the December 31st of the calendar year in which such Member’s death occurred;

     (iii) Except as provided in (iv) below, if a Member’s interest is payable to, or for the benefit of, a designated Beneficiary (other than such Member’s Spouse), such portion may be distributed over a period which does not exceed the life, or life expectancy, of such designated Beneficiary, provided that distribution of such portion must commence not later than December 31st of the calendar year immediately following the calendar year in which the Member’s death occurred or such later date as may be permitted under applicable Treasury regulations;

     (iv) If the Member dies before his Commencement Date and any portion of such Member’s interest is payable to, or for the benefit of, such Member’s Spouse as designated Beneficiary, distribution of such portion must commence no later than the later of the period specified in (iii) above or the December 31st of the calendar year in which the Member would have attained age seventy and one-half (70-¹/2);

     (v) In the event that a Member shall have designated his Spouse as designated Beneficiary and such Spouse shall die after the death of the Member and before the commencement of distributions to such Spouse, the Member’s Spouse shall be substituted for the Member in applying the provisions of this subsection (v), but only for the purpose of determining the period over which payment of benefits may be made;

     (vi) For purposes of this Section 8.3 the life expectancy of a Member and his Spouse may be recalculated no more frequently than annually; and

     (vii) For purposes of this Section 8.3, and in accordance with applicable Treasury regulations, any death benefit to a Member’s child shall be treated as if it had been paid to such Member’s surviving Spouse if such amount will become payable to such surviving Spouse upon such child’s reaching the age of majority (or upon the occurrence of such other event as may be designated by applicable Treasury regulations).

42

ARTICLE IX

IN-SERVICE WITHDRAWALS AND LOANS

          9.1 In-Service Distributions for Hardship. (a) In the event of a Participant’s Hardship (as hereinafter defined), the Participant shall have the right to withdraw, up to the amount of the Hardship, all or a part of the vested portion of his Account, other than his QNEC Account (but, with respect to a 401(k) Account and Catch-Up Contribution Account, not in excess of the actual contributions on his behalf to such Accounts), upon such prior notice to the Committee as the Committee may require in accordance with its rules and regulations.

          (b) For the purposes of this Section 9.1, a Participant shall experience a “Hardship” if, and only if, such Participant experiences an immediate and heavy financial need (as defined in (c) below) and the withdrawal is necessary to satisfy the financial need of the Participant (as defined in (d) below).

          (c) A Participant will be deemed to experience an immediate and heavy financial need if, and only if, he needs the withdrawal for one of the following reasons:

     (i) to pay for expenses for medical care described in Code Section 213(d) previously incurred by the Participant, the Participant’s Spouse, or any dependents of the Participant, or necessary for these persons to obtain medical care described in Code Section 213(d);

     (ii) to pay costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments);

     (iii) to pay tuition and related educational fees, including room and board expenses, for the next twelve (12) months of post-secondary education for the Participant, or the Participant’s Spouse, children or dependents;

     (iv) to pay amounts necessary to prevent the eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage of that residence; or

          (v) such other financial needs as may be specifically promulgated by the Internal Revenue Service.

          (d) A withdrawal will be deemed necessary to satisfy the financial need of a Participant if, and only if:

     (i) The withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant. The amount of an immediate and heavy financial need may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution.

43

     (ii) The Participant has obtained all distributions, other than Hardship distributions, and all nontaxable loans currently available under all plans maintained by the Employer.

          (e) In the event the Participant makes a withdrawal pursuant to this Section 9.1 that consists of amounts from a 401(k) Account or Catch-Up Contribution Account, then the Participant shall be suspended from making 401(k) Contributions, Catch-Up Contributions and After-Tax Contributions, pre-tax elective or after-tax voluntary contributions to any other qualified or nonqualified plan maintained by the Employer (which shall be deemed to include all qualified and nonqualified plans of deferred compensation, other than the mandatory employee contribution portion of a defined benefit plan, stock option, stock purchase or similar plan, but shall not include health or welfare benefit plans) for six (6) months following the withdrawal.

          (f) All withdrawals shall be on the basis of the Value of the Participant’s Account on the applicable Valuation Date coinciding with or immediately preceding the date of withdrawal. The Committee may establish rules and regulations, which do not discriminate in favor of officers, stockholders and Highly Compensated Employees, as to procedures, forms and required notice periods for withdrawal requests.

          9.2 Distribution of Rollover Account. A Participant shall, at any time, have the right to withdraw any or all amounts in his Rollover Account upon such prior notice to the Committee and in such manner as prescribed by the Committee.

          9.3 Distribution of After-Tax Account. A Participant shall, at any time, have the right to withdraw any or all amounts in his After-Tax Account upon such prior notice to the Committee and in such manner as prescribed by the Committee.

          9.4 In-Service Distributions On or After Age 59-¹/2. A Participant shall have the right to receive any portion of the vested portion of his Account as requested by the Participant, on or after his attainment of age fifty-nine and one-half (59-¹/2), upon such prior notice to the Committee and in such manner as prescribed by the Committee.

          9.5 Loans to Participants. (a) Upon application of any Participant employed by the Employer or any person covered by Paragraph (f) below (a “Borrower”) to the Committee, the Committee shall direct the Trustee to make a loan or loans to such Borrower from the Loan Available Account (as defined in Paragraph (g) below) of the Borrower. The minimum amount of any loan shall be one thousand dollars ($1,000). All such loans shall (i) be adequately secured, (ii) bear interest at the prevailing commercial rate determined by the Committee based on a review of prevailing commercial rates in the Employer’s geographical region, (iii) be subject to such charges as imposed by the Committee in accordance with a uniform nondiscriminatory policy and (iv) be repaid within a specified period not longer than five (5) years in substantially level amortized payments by means of payroll deduction, provided that such period may exceed five (5) years (but may not exceed fifteen (15) years), if the loan is used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Participant; and further provided that all loans made to Participants while actively employed by the Employer shall become immediately due and payable within ninety (90) days following Termination of Employment unless Paragraph

44

(e) of this Section 9.5 is applicable. With respect to a Military Leave of Absence, loan repayments will be suspended under this Plan as permitted under Section 414(u)(4) of the Code. Any loan shall be subject to such additional acceleration provisions as shall be determined by the Committee to be commercially reasonable at the time that the loan is made. In no event shall the total of any such loan or loans to any Borrower from the Plan and any other plan qualified under Section 401(a) of the Code required to be aggregated with this Plan pursuant to Code Section 72(p) exceed the least of (i) fifty thousand dollars ($50,000), less the excess (if any) of (A) the highest amount of loans outstanding within the twelve (12) month period ending on the day prior to the date the loan is made over (B) the outstanding balance of loans outstanding on the date the loan is made, or (ii) fifty percent (50%) of the vested Account of the Borrower under the Plan. Only two (2) loans to a Participant may be outstanding at any time but only one loan may be outstanding that is used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Borrower (a “Home Loan”) and only one loan may be outstanding at any time that is not a Home Loan.

          (b) As security for such loan or loans, the Borrower shall pledge the portion of his Loan Available Account represented by the loan and earnings thereon. Loans to Borrowers shall be repaid through deductions from Compensation made on a level basis during each applicable Payroll Period or, during periods of employment during which the Borrower does not receive Compensation at a rate of Compensation (after income and employment tax withholding) that is equal to or greater than the total level repayment amount required under the terms of the loan, by check payable to the Plan. In the event that the Borrower does not repay any loan or the interest thereon within the time provided in Paragraph (a) above and upon the schedules set forth in the promissory note representing the loan (or if later, the last day of any grace period established by the Committee which such grace period shall not extend beyond the last day of the calendar quarter following the calendar quarter in which an installment payment is due), the Committee shall cause the Trustee to deduct the total amount of the loan outstanding, and any interest and other charges then due and owing, from any payment or distribution from the Borrower’s Loan Available Account securing the loan to which such Borrower may be entitled under the terms of the Plan. If under the terms of the Plan, payment or distribution is not then permitted, the Borrower will have a deemed distribution for tax purposes, but the loan will remain outstanding and the Committee shall deduct the total amount of the loan outstanding, and any interest and other charges then due and owing, from the portion of the Borrower’s Loan Available Account securing the loan as soon as a distribution or withdrawal is then permitted at law from such portion of the Loan Available Account (without regard to limitations in the Plan that are narrower than required by the Code). Any loan hereunder shall be considered an investment of the Borrower’s Loan Available Account and any loan shall reduce the investment of the Borrower in each respective Investment Option in the applicable Loan Available Account, on a proportionate basis. When a loan is repaid, each repayment shall be invested in the manner and same proportion that the Borrower has elected for his current contributions to his Account and which is currently in effect pursuant to Article V and shall be credited in the reverse order of priority as set forth in Paragraph (g) below.

(1) (i) Notwithstanding any other provision to the contrary, except as provided in clause (ii) of this subparagraph, in the event that a Borrower is granted a leave of absence without Compensation or at a rate of Compensation (after income and employment tax withholding) that is less than the total level

45

repayment amount required under the terms of the loan(s), the Borrower may elect to discontinue repayments on his outstanding loan during his absence without the loan being deemed in default, provided that such period of nonpayment shall not exceed the Loan Suspension Period. Following the Borrower’s Loan Suspension Period, the duration of the loan may, at the election of the Borrower, be extended to a period equal to the Loan Suspension Period, and during such extended term following the Loan Suspension Period, payments shall be made at the same rate as in effect at the commencement of the leave of absence. Notwithstanding the foregoing, the loan must be repaid by the latest date permitted under the Plan and the loan payments due after the Loan Suspension Period must not be less than those required under the terms of the loan prior to the leave of absence.

     (ii) In the event that an extension under clause (i) of this Paragraph would cause the term of a loan to exceed the maximum permitted term under Paragraph (a), the Borrower shall be provided a revised repayment schedule with respect to the loan showing the increased amount of level repayment amounts required to be made following the Loan Suspension Period so that the loan shall be repaid during a period which shall not extend beyond such maximum permitted duration.

     (iii) In the event that either clause (i) or clause (ii) of this Paragraph is applicable to a loan, the borrowing Borrower shall at the request of the Committee execute and deliver an amended promissory note, in such form as the Committee shall provide, reflecting the extended term of the loan or revised payment schedule, or both, as the case may be.

          (iv) “Loan Suspension Period” shall mean the period during which a Participant discontinues payments on a loan pursuant to clause (i) of this Paragraph and continuing until the earlier of (i) the termination of the Participant’s leave of absence or (ii) one (1) year.

          (c) In the event any loan remains outstanding at the time a distribution (other than an additional loan) is otherwise scheduled to occur and such distribution would reduce the prescribed security for, or otherwise violate limitations with regard to the loan, then the amount of the distribution will be reduced by all or a portion of the outstanding loans to prevent such reduction.

          (d) A loan may be prepaid in full at any time.

          (e) Notwithstanding the foregoing, a Borrower who has a loan (or loans) outstanding under an Historic Plan or another plan qualified under Section 401(a) of the Code which is transferred to the Plan by trustee-to-trustee transfer or as a result of the merger of another plan qualified under Section 401(a) of the Code into the Plan shall be entitled to keep such loan (or loans) outstanding under the Plan until the loan (or loans) is repaid pursuant to the terms of such outstanding loan (or loans).

46

          (f) Any “party in interest” as defined in ERISA Section 3(14) who is a Terminated Participant or Retired Participant with an Account balance under the Plan shall have the right to receive a loan from the Plan. Owner-employees and shareholder-employees, as defined in Section 401(c) of the Code are eligible to take loans under the Plan.

          (g) Loan Available Account is defined for purposes of this Section 9.5 as the vested portion of the following sub-accounts of a Participant in the following order of priority: the Rollover Account, the 401(k) Account, the Catch-Up Contribution Account, the After-Tax Account, the vested portion of the Matching Contribution Account, and then the vested portion of the Profit Sharing Account.

          (h) No loan shall be made in the event that the interest rate required to be charged pursuant to (a)(ii) of this Section 9.5 would violate any applicable usury law.

          (i) The Committee shall administer this Section 9.5 pursuant to the foregoing and such additional rules and regulations as it shall promulgate in accordance with Code Section 72(p) and any Treasury Regulations thereunder and Department of Labor Regulation Section 2550.408b-1.

          9.6 Form of In-Service Distributions and Loans. Distributions to a Participant pursuant to this Article IX shall be made in a cash lump sum; provided that, to the extent the Participant’s Account is invested in Expedia Stock or, prior to December 31, 2005, with respect to a Participant who was a participant in the Prior Plan on the Distribution Date, to the extent the Participant’s Account is invested in IAC Stock, the Participant may elect to receive such portion in Expedia Stock (or, prior to December 31, 2005, IAC Stock, with respect to a Participant who was a participant in the Prior Plan on the Distribution Date, to the extent the Participant’s Account is invested in IAC Stock).

47

ARTICLE X

VOTING AND OTHER RIGHTS

          10.1 Voting of Expedia Stock. Each Member (or, in the event of the Member’s death, the Member’s Beneficiary) shall be entitled to instruct the Trustee as to the manner in which the Expedia Stock held in the Member’s Account shall be voted on each matter brought before an annual or special stockholders’ meeting of the Company. Before each such meeting of stockholders, the Company shall cause to be furnished to each Member (or, in the event of the Member’s death, the Member’s Beneficiary) a copy of all proxy solicitation material, together with a form requesting confidential instructions to be given to the Trustee on how the Expedia Stock attributable to the Member’s Account shall be voted on each such matter. Upon timely receipt of such instructions, the Trustee shall on each such matter vote such Expedia Stock as instructed except as otherwise required by ERISA. The instructions received by the Trustee from Members (or Beneficiaries, as the case may be) shall be held by the Trustee in confidence and shall not be divulged or released to any person, including officers or employees of the Company or any Affiliate. Where no such voting instructions have been received by the Trustee, the Trustee shall vote such Expedia Stock as to which timely instructions were not received by the Trustee in the same proportion as it votes shares of Expedia Stock as to which timely instructions were received by the Trustee in accordance with ERISA.

          10.2 Tender and Exchange Offers on Expedia Stock. (a) Each Member (or, in the event of the Member’s death, the Member’s Beneficiary) shall have the right, based upon the Expedia Stock held in the Member’s Account, to direct the Trustee in writing as to the manner in which to respond to a tender or exchange offer for such Expedia Stock and the Trustee shall tender or not tender such Expedia Stock for each Member’s Account based upon such instructions. The Company shall utilize its best efforts to timely distribute or cause to be distributed to each Member (or Beneficiary, as the case may be) such identical written information (if any) as will be distributed to stockholders of the Company in connection with any such tender or exchange offer and a tender or exchange offer instruction form for return to the Trustee or its designee.

          (b) The form described in (a) above shall show the number of full shares of Expedia Stock attributable to the Member’s Account (whether or not vested) and shall provide a means for him to (i) instruct the Trustee whether or not to tender such shares and (ii) specify the Investment Option under the Plan in which the proceeds of any sale shall be invested in the event such shares are sold pursuant to the tender offer. Such form shall also advise each Member with an investment in Expedia Stock that, in the event the Trustee is not provided with tender or exchange instructions, the Trustee shall not tender or exchange shares of Expedia Stock as to which timely instructions were not received by the Trustee. Such form shall further advise that, in the event a Member’s Expedia Stock is sold and the Member has not specified the Investment Option in which the proceeds shall be invested, such proceeds shall be invested in a managed income fund, until a further investment election is made by the Member pursuant to the Plan. Except for the foregoing, the Company shall not provide to the Member any information or guidance not provided to all stockholders. Upon receipt of such instructions, the Trustee shall tender or not tender (or withdraw from tender) or exchange such Expedia Stock in accordance

48

with such instructions, and the Trustee shall not tender or exchange any such shares of Expedia Stock as to which timely instructions were not received by the Trustee and any shares of Expedia Stock not credited to Members’ Accounts but held by the Plan. Except as may be required by law, instruction forms received from the Member shall be retained by the Trustee and shall not be provided to the Company or to any officer or employee thereof or to any other person.

          10.3 Procedures of the Company With Respect to Voting and Tender Instructions. In implementing the foregoing procedures, the Company will act fairly, in the best interests of each Member, and in a manner which will not impose undue pressure on any Member as to what tender or exchange offer instructions he should give to the Trustee. The giving of an instruction to the Trustee to tender or exchange Expedia Stock shall not be deemed to constitute withdrawal or suspension from the Plan or forfeiture of any portion of a Member’s interest in the Plan. Accounts shall be adjusted appropriately to reflect the Trustee’s execution of their instructions, or if no instructions were received, no adjustment shall be made to the extent the Trustee does not tender or exchange any such shares of Expedia Stock as to which timely instructions were not received by the Trustee. Proceeds resulting from the sale of any Expedia Stock shall be invested in the Investment Option specified by the Member in his instructions to the Trustee and, in the absence of such instructions, such proceeds shall be invested in the money market fund, until a further investment election is made by the Member pursuant to the Plan.

          10.4 Member Deemed Named Fiduciary. Notwithstanding anything in the Plan to the contrary, each Member is, for purposes of this Section, hereby designated a “named fiduciary”, within the meaning of Section 402(a)(1) of ERISA, with regard to his Account.

          10.5 Confidentiality. It is intended that the Expedia Stock Option shall be administered and operated in accordance with Section 404(c) of ERISA and the regulations thereunder. For such purposes, the Trustee shall be the identified fiduciary and shall be responsible for, without limitation, the implementation and monitoring of confidentiality procedures.

49

ARTICLE XI

PAYMENT OF BENEFITS

          11.1 Payments for Incompetent Persons. If the Committee shall find that any person to whom a benefit is payable under the Plan is unable to care for his affairs because of illness or accident, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the Spouse, child, grandchild, parent, brother or sister of such person, or to any person deemed by the Committee to have incurred expense for such person otherwise entitled to payment. Any such payment shall be a complete discharge of any liability under the Plan therefor.

          11.2 Spendthrift. No benefit payable at any time under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer, assignment, pledge, attachment or encumbrance of any kind. No benefit and no fund established in connection with the Plan shall in any manner be subject to the debts or liabilities of any person entitled to such benefit. This Section 11.2 shall also apply to the creation, assignment or recognition of a right to any benefit payable with respect to a Member pursuant to a domestic relations order, unless such order is determined to be a “qualified domestic relations order,” as defined in Section 414(p) of the Code, or any domestic relations order entered before January 1, 1985. A qualified domestic relations order may direct that an alternate payee receive a distribution from the Plan prior to the Member’s “earliest retirement age,” as defined in Code Section 414(p)(4)(B). Notwithstanding anything herein to the contrary, the provisions of this Section 11.2 shall not apply to any offset of a Member’s benefits provided under the Plan against an amount that the Member is ordered or required to pay to the Plan under any of the circumstances set forth in Section 401(a)(13)(C) of the Code and Sections 206(d)(4) and 206(d)(5) of ERISA.

50

ARTICLE XII

ADMINISTRATION OF THE PLAN

          12.1 Plan Administrator. The general administration of the Plan on behalf of the Plan Administrator shall be placed in a Committee of not less than two (2) members; provided however, that any action taken by the Committee, if composed of only two (2) members, must be taken unanimously. The members of the Committee shall be appointed by the Board or a duly appointed committee thereof and each such member shall serve at the pleasure of such Board.

          12.2 Appointment to and Resignation From the Committee. Any person appointed to be a member of the Committee shall signify his acceptance in writing to the Board which appointed him. Any member of the Committee may resign by delivering his written resignation to the Board which appointed him. Such resignation shall become effective upon delivery or at any later date specified therein.

          12.3 Reimbursement of Expenses of Committee. The Plan shall pay or reimburse the members of the Committee for all reasonable expenses incurred unless the Employer shall pay or reimburse the members of the Committee for such expenses.

          12.4 Action by Majority of the Committee. A majority of the members of the Committee at the time in office may do any act which the Plan authorizes or requires the Committee to do, and the action of such majority of the members expressed from time to time by a vote at a meeting, or in writing without a meeting, shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all the members.

          12.5 Internal Structure of Committee. The members of the Committee shall elect from their number a Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee may appoint such subcommittees with such powers as it shall determine and may authorize one or more members of the Committee or any agent to execute or deliver any instrument or make any payment in its behalf.

          12.6 Powers of the Committee. Subject to the limitations of the Plan, the Committee may, in its sole and absolute discretion, make such rules and regulations as it deems necessary or proper for the administration of the Plan and the transaction of business thereunder; may interpret the Plan; may decide on questions as to the eligibility of any person to receive benefits and the amount of such benefits; may authorize the payment of benefits in such manner and at such times as it may determine; may prescribe forms or telephonic or electronic means to be used for making various elections under the Plan, for designating beneficiaries or for changing or revoking such designations, for applying for benefits and for any other purposes of the Plan, which prescribed forms in all cases must be executed and filed with the Committee (unless the Committee shall otherwise determine) and may take such other action or make such determinations in accordance with the Plan as it deems appropriate. To the extent that the form or method prescribed by the Committee to be used in the operation and administration of the Plan does not conflict with the terms and provisions of the Plan, such form shall be evidence of

51

(i) the Committee’s interpretation, construction and administration of this Plan and (ii) decisions or rules made by the Committee pursuant to the authority granted to the Committee under the Plan.

          12.7 Investment Policy Responsibility of Committee. The members of the Committee shall together establish and carry out, or cause to be provided by those persons (including, without limitation, any investment manager, trustee or insurance company) to whom responsibility or authority therefor has been allocated or delegated in accordance with this the Plan or the Trust Agreement, an investment policy consistent with the objectives of the Plan and the requirements of ERISA, including, without limitation, a policy which complies with Section 404(c) of ERISA. For such purposes, the Committee shall, at a meeting duly called for the purpose, establish an investment policy which satisfies the requirements of ERISA, and shall meet at least annually at a stated time of the year to review such investment policy. All actions taken with respect to such investment policy and the reasons therefor shall be recorded in the minutes of the meetings of the Committee.

          12.8 Actions of the Committee to be Uniform; Regular Personnel Policies to be Followed. Any discretionary actions to be taken under this Plan by the Committee with respect to the classification of the Employees, contributions, or benefits shall be uniform in their nature and applicable to all Employees similarly situated. With respect to service with the Employer, leaves of absence and other similar matters, the Committee shall administer the Plan in accordance with the Employer’s regular personnel policies at the time in effect.

          12.9 Decisions of Committee are Binding. The decisions of the Committee with respect to any matter it is empowered to act on shall be made in the Committee’s sole discretion and shall be final, conclusive and binding on all persons, based on the Plan documents. In carrying out its functions under the Plan, the Committee shall endeavor to act by general rules so as to administer the Plan in a uniform and nondiscriminatory manner as to all persons similarly situated.

          12.10 Spouse’s Consent. In addition to when such consent is expressly required by the terms of this Plan, the Committee may in its sole discretion also require the written consent of the Employee’s Spouse to any other election or revocation of election made under this Plan before such election or revocation shall be effective.

          12.11 Delegation of Authority. The Committee may delegate any and all of its powers and responsibilities hereunder to other persons by formal resolution filed with and accepted by the Board of Directors. Any such delegation shall not be effective until it is accepted by the Board and the persons designated and may be rescinded at any time by written notice from the Committee to the person to whom the delegation is made.

          12.12 Multiple Fiduciary Capacities. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

          12.13 Retention of Professional Assistance. The Committee may employ or retain such legal counsel, accountants, actuaries, consultants, investment advisors, physicians, agents and other persons as it may require in carrying out the provisions of the Plan. The

52

Committee may appoint an investment manager or managers, as defined in Section 3(38) of ERISA, to manage (including the power to acquire, invest and dispose of) any assets of the Plan. The fees, charges and costs resulting from such employment or retention of professional assistance shall be charged as an expense of the Trust Fund unless paid by an Employer, in its sole discretion.

          12.14 Reliance on Various Documents. The members of the Committee and the Employer and its officers, trustees and directors shall be entitled to rely upon all tables, valuations, certificates and reports furnished by the Plan actuary, upon all certificates and reports made by any accountant selected by the Committee, and upon all opinions given by any legal counsel selected by the Committee. The members of the Committee and the Employer and its officers, trustees and directors shall be fully protected in respect of any action taken or suffered by them in good faith in reliance upon any such actuary, accountant or counsel, and all action so taken or suffered shall be conclusive upon all parties.

          12.15 Accounts and Records. The Committee shall maintain such accounts and records regarding the fiscal and other transactions of the Plan and such other data as may be required to carry out its functions under the Plan and to comply with all applicable laws. The Committee shall report annually to the Board on the financial condition and administrative operation of the Plan for the preceding year.

          12.16 Compliance with Applicable Law. The Company shall be deemed the Plan Administrator for the purposes of any applicable law and shall be responsible for the preparation and filing of any required returns, reports, statements or other filings with appropriate governmental agencies. The Company shall also be responsible for the preparation and delivery of information to persons entitled to such information under any applicable law.

          12.17 Liability. The functions of the Committee, the Board, and the Employer under the Plan are fiduciary in nature and each shall be carried out solely in the interest of the Members and other persons entitled to benefits under the Plan for the exclusive purpose of providing the benefits under the Plan (and for the defraying of reasonable expenses of administering the Plan). The Committee, the Board, and the Employer shall carry out their respective functions in accordance with the terms of the Plan with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. No member of the Committee and no officer, director or employee of the Employer shall be liable for any action or inaction with respect to his functions under the Plan unless such action or inaction is adjudicated to be a breach of the fiduciary standard of conduct set forth above. Further, no member of the Committee shall be personally liable merely by virtue of any instrument executed by him or on his behalf as a member of the Committee.

          12.18 Indemnification. The Company shall indemnify to the fullest extent permitted by law and the Company’s Certificate of Incorporation and by-laws, and to the extent not covered by insurance, its officers and directors (and any employee involved in carrying out the functions of the Company under the Plan) and each member of the Committee against any expenses, including amounts paid in settlement of a liability, which are reasonably incurred in connection with any legal action to which such person is a party by reason of his duties or

53

responsibilities with respect to the Plan except with regard to any matters as to which he shall be adjudged in such action to be liable for gross negligence or willful misconduct in the performance of his duty as a fiduciary. Any indemnification by the Employer shall be at the Employer’s expense and shall not be deemed an expense of the Plan.

          12.19 Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Solely to the extent required under Section 16(b) of the Exchange Act, all elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Expedia Stock are intended to comply with all exemptive conditions under Rule 16b-3 promulgated under the Exchange Act. The Committee may establish and adopt written administrative guidelines designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan.

          12.20 Claims Procedure.

          (a) Initial Claim.

     (i) Any claim by an Employee, Member or Beneficiary (“Claimant”) with respect to eligibility, participation, contributions, benefits or other aspects of the operation of the Plan shall be made in writing to the Committee or its designee. The Committee shall provide the Claimant with the necessary forms and make all determinations as to the right of any person to a disputed benefit. If a Claimant is denied benefits under the Plan, the Committee shall notify the Claimant in writing of the denial of the claim within ninety (90) days after the Committee receives the claim, provided that in the event of special circumstances such period may be extended.

     (ii) With respect to any claim, the ninety (90) day period may be extended for a period of up to ninety (90) days (for a total of one hundred eighty (180) days). If the initial ninety (90) day period is extended, the Committee shall notify the Claimant in writing within ninety (90) days of receipt of the claim. The written notice of extension shall indicate the special circumstances requiring the extension of time and provide the date by which the Committee expects to make a determination with respect to the claim. If the extension is required due to the Claimant’s failure to submit information necessary to decide the claim, the period for making the determination shall be tolled from the date on which the extension notice is sent to the Claimant until the earlier of (i) the date on which the Claimant responds to the Committee’s request for information, or (ii) expiration of the forty-five (45) day period commencing on the date that the Claimant is notified that the requested additional information must be provided.

     (iii) If notice of the denial of a claim is not furnished within the required time period described herein, the claim shall be deemed denied as of the last day of such period.

54

     (iv) If a claim is wholly or partially denied, the notice to the Claimant shall set forth:

     (A) The specific reason or reasons for the denial;

     (B) Specific reference to pertinent Plan provisions upon which the denial is based;

     (C) A description of any additional material or information necessary for the Claimant to complete the claim request and an explanation of why such material or information is necessary;

     (D) Appropriate information as to the steps to be taken and the applicable time limits if the Claimant wishes to submit the adverse determination for review; and

     (E) A statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

          (b) Claim Denial Review.

     (i) If a claim has been wholly or partially denied, the Claimant may submit the claim for review by the Committee. Any request for review of a claim must be made in writing to the Committee no later than sixty (60) days after the Claimant receives notification of denial or, if no notification was provided, the date the claim is deemed denied. The Claimant or his duly authorized representative may:

     (A) Upon request and free of charge, be provided with reasonable access to, and copies of, relevant documents, records, and other information relevant to the Claimant’s claim; and

     (B) Submit written comments, documents, records, and other information relating to the claim. The review of the claim determination shall take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial claim determination.

     (ii) The decision of the Committee upon review shall be made within sixty (60) days after receipt of the Claimant’s request for review, unless special circumstances (including, without limitation, the need to hold a hearing) require an extension.

     If the sixty (60) day period is extended, the Committee shall, within sixty (60) days of receipt of the claim for review, notify the Claimant in writing. The written notice of extension shall indicate the special circumstances requiring the

55

     extension of time and provide the date by which the Committee expects to make a determination with respect to the claim upon review. If the extension is required due to the Claimant’s failure to submit information necessary to decide the claim, the period for making the determination shall be tolled from the date on which the extension notice is sent to the Claimant until the earlier of (i) the date on which the Claimant responds to the Committee’s request for information, or (ii) expiration of the forty-five (45) day period commencing on the date that the Claimant is notified that the requested additional information must be provided.

     (iii) If notice of the decision upon review is not furnished within the required time period described herein, the claim on review shall be deemed denied as of the last day of such period.

     (iv) The Committee, in its sole discretion, may hold a hearing regarding the claim and request that the Claimant attend. If a hearing is held, the Claimant shall be entitled to be represented by counsel.

     (v) The Committee’s decision upon review on the Claimant’s claim shall be communicated to the Claimant in writing. If the claim upon review is denied, the notice to the Claimant shall set forth:

     (A) The specific reason or reasons for the decision, with references to the specific Plan provisions on which the determination is based;

     (B) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim; and

     (C) A statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.

          (c) A document, record or other information is considered “relevant” to a claim for this purpose if it (i) was relied upon in making the benefit determination, (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record or other information was relied upon in making the benefit determination, or (iii) demonstrates compliance with the administrative process and safeguards required by law when making the benefit determination.

          (d) All interpretations, determinations and decisions of the Committee with respect to any claim, including without limitation the appeal of any claim, or any matter relating to the Plan, shall be made by the Committee, in its sole discretion, based on the Plan and comments, documents, records, and other information presented to it, and shall be final, conclusive and binding.

          (e) The claims procedures set forth in this section are intended to comply with United States Department of Labor Regulation § 2560.503-1 and should be construed in accordance with such regulation. In no event shall it be interpreted as expanding the rights of

56

Claimants beyond what is required by United States Department of Labor Regulation § 2560.503-1.

          12.21 Benefits. Benefits under the Plan will be paid only if the Plan Administrator decides in its sole discretion that the applicant is entitled to them.

          12.22 Electronic Administration. For purposes of the Plan, any forms, elections, loans, regulations, rules, notices and disclosure of information may, to the extent permitted by the Company or the Committee and by applicable law, be made or provided by paper, telephonic or electronic means.

57

ARTICLE XIII

FUNDING OF PLAN

          13.1 Media of Funding. A Trustee has been appointed to hold the assets of the Trust Fund. The Plan shall be funded through one or more funds and invested in stocks, securities, bonds, mortgages, insurance or annuity contracts, real estate or any other legal investment; provided that all such investments shall be the property of the Trustee.

          13.2 Trust Fund to be for the Exclusive Benefit of Members. The contributions of the Employer to the Trust Fund shall be for the exclusive benefit of Members, and no part of the assets of such Trust Fund shall revert to the Employer.

          13.3 Interests of Members in Trust Fund. No Member shall have any right, title, or interest in any part of the assets of any Trust Fund except as and to the extent expressly provided in the Plan.

          13.4 Payment Instructions from Committee. The Trustee shall make payments from the Trust Fund upon the receipt of written instructions from the Committee to the person or persons designated by the Committee as entitled under the terms of the Plan to such payment. Any payment instructions from the Committee to the Trustee shall warrant that such payment is being made either to a person entitled to benefits or payments under the Plan or to pay the expenses of the Plan.

          13.5 Investment and Control of Trust Fund. The investment of the assets comprising the Trust Fund shall be the responsibility of the Trustee, subject to, and except as otherwise provided by the terms and provisions of Section 6.11 hereof and of the Trust Agreement (including any provision for appointment of an investment manager, as defined in Section 3(38) of ERISA, for all or any portion of the Trust Fund). The Company shall have no responsibility with respect to control and management of the Trust Fund except to the extent expressly provided in the Trust Agreement.

          13.6 Limitation of Liability. The Trust Fund established under the Plan shall be the sole source of the payments or distributions to be made in accordance with the Plan. Each Member and Beneficiary and any other person, who shall claim any right to payment under the Plan, shall be entitled to look only to the Trust Fund, and shall not have right, claim or demand therefor against the Employer, the Committee (or any member thereof), the Trustee, or any officer, partner or director of the Employer.

58

ARTICLE XIV

AMENDMENT OF THE PLAN

          14.1 Company May Amend Plan. Subject to the provisions of this Article XIV, the Company (on behalf of itself and Member Companies) by action of the Board (or a duly authorized committee thereof), in accordance with the by-laws of the Company, reserves the right at any time, and from time to time, to modify and amend any or all of the provisions of the Plan.

          14.2 Retroactive Amendments. Except as otherwise provided herein, no modification or amendment may be made which shall have any retroactive effect so as to deprive any Member or other person of any vested benefits under the Plan. A modification or amendment may retroactively reduce benefits if expressly permitted by any applicable law or if such modification or amendment is necessary to bring the Plan into conformity with the requirements of Section 401(a) of the Code or other applicable provisions of the Code.

          14.3 Amendment Affecting Vesting Provisions. No amendment shall reduce the extent to which a Member would be vested in his retirement income if his employment were to terminate as of the date of the amendment. No amendment which modifies the method or criteria used to determine to what extent a Member would be vested in his retirement income if his employment were to terminate shall become effective with respect to a Participant with at least three (3) Years of Service unless the Member is permitted to elect to have the extent of his vesting determined without regard to such amendment. The Committee shall offer the election referred to in the preceding sentence no later than sixty (60) days after the latest of the adoption of the amendment, the amendment’s effective date, or the date the Participant is notified of the amendment.

          14.4 No Diversion of Fund. No modification or amendment of the Plan shall cause or permit any part of the assets comprising the Fund to be diverted to purposes other than for the exclusive benefit of Members and others entitled to benefits under the Plan or for the payment of expenses of the Plan.

          14.5 Reversion to Employer. No modification or amendment shall cause or permit any part of the assets comprising the Fund to revert to or become the property of the Employer prior to the satisfaction of all liabilities under the Plan to Members and others entitled to benefits hereunder.

          14.6 Mergers, Consolidations and Transfers. The Plan shall not be merged or consolidated, in whole or in part, with any other plan, nor shall any assets or liabilities of the Plan be transferred to any other plan unless the benefit that would be payable to any affected Member under such plan if it terminated immediately after the merger, consolidation or transfer, is equal to or greater than the benefit that would be payable to the affected Member under this Plan if it had terminated immediately before the merger, consolidation or transfer.

59

ARTICLE XV

TERMINATION OF THE PLAN

          15.1 Right to Terminate. The Company (on behalf of itself and Member Companies) by action of its Board (or a duly authorized committee thereof), on behalf of the Company and the Employer, shall have the right in accordance with the by-laws of the Company, anything herein to the contrary notwithstanding, to terminate, or completely discontinue contributions under, the Plan at any time.

          15.2 Termination of Plan. In the event that the Plan is terminated for any reason, or contributions are completely discontinued, the rights of all Members to benefits accrued under the Plan as of the date of such termination, to the extent then funded, shall be nonforfeitable; and the assets of the Plan shall be allocated by the Committee. After providing for the expenses of the Plan, the assets remaining in the Trust shall in the discretion of the Committee be either continued in the Trust until paid out in accordance with the provisions of the Plan or distributed to the Members and Beneficiaries (unless the Plan is continued by a successor to the Employer).

          15.3 Partial Termination. The Plan may be partially terminated by the Employer, or by operation of law, with respect to a group of Members without causing the termination of the Plan as a whole. In the event of such a partial termination, the Accounts of the Members involved in the partial termination shall, to the extent then funded, be fully vested and nonforfeitable.

60

ARTICLE XVI

PROVISIONS RELATING TO TOP-HEAVY PLAN

          16.1 Applicability. The provisions of this Article XVI shall apply to any Plan Year if, as of the applicable Determination Date, the Plan constitutes a Top-Heavy Plan.

          16.2 Definitions. The definitions apply to this Article XVI and unless otherwise specifically stated in another section hereof do not apply to any other section of this Plan.

          (a) Determination Date. With respect to each Plan Year, the Determination Date shall be the final day of the immediately preceding Plan Year.

          (b) Key Employee. “Key Employee” shall mean:

     (1) any Employee or former Employee (including any deceased employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer or an Affiliate having annual compensation greater than one hundred thirty thousand dollars ($130,000) (as adjusted under Section 416(i)(1) of the Code), provided that no more than fifty (50) employees (or, if lesser, the greater of three (3) or ten (10) percent of the employees) shall be treated as officers;

     (2) an Employee who owns (or is considered as owning within the meaning of Section 318 of the Code) more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer; or

     (3) an Employee who (i) owns (or is considered as owning within the meaning of Section 318 of the Code) more than one percent (1%) of the outstanding stock of the Employer or more than one percent (1%) of the total combined voting power of all stock of the Employer and (ii) who receives annual compensation from the Employer or any Affiliate in excess of one hundred fifty thousand dollars ($150,000).

     For purposes of this Paragraph (b), annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

          (c) Aggregated Plans. “Aggregated Plans” shall mean all plans of the Employer or any Affiliate (i) that are qualified under Code Section 401(a) and (b) in which a Key Employee is a participant, and (ii) all other plans of the Employer or any Affiliate that

61

enable any plan described in clause (i) above to meet the requirements of Code Section 401(a)(4) or 410 (the “Required Aggregation Group”). The Required Aggregation Group shall include each plan which satisfies the requirements of the preceding sentence, whether or not any such plan is terminated. In addition, the term “Aggregated Plans” shall include any plan of the Employer or any Affiliate which is not required to be included in the Required Aggregation Group, provided that the resulting group, taken as a whole, continues to meet the requirements of Code Sections 401(a)(4) and 410 (the “Permissive Aggregation Group”). The Committee may elect to exclude as an Aggregated Plan any plan in the Permissive Aggregation Group that is a collectively bargained plan, if the necessary information as to participants and benefits with respect to such plan is not available.

          (d) Top-Heavy Plan. The Plan shall constitute a “Top-Heavy Plan” for any Plan Year if, as of the applicable Determination Date, the sum of (a) the accounts of Key Employees under any Aggregated Plan that is of a defined contribution type and (b) the present value of the cumulative accrued benefits of Key Employees under any Aggregated Plan that is of a defined benefit type exceeds sixty percent (60%) of the sum of (a) the accounts of all Employees under any Aggregated Plan that is of a defined contribution type and (b) the present value of the cumulative accrued benefits of all Employees under any Aggregated Plan that is of a defined benefit type. The above determinations shall be made in accordance with Code Section 416(g). Notwithstanding the foregoing provisions of this Paragraph (d), “Top-Heavy Plan” shall not include a plan that consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met. If, but for the preceding sentence, a plan would be treated as a Top-Heavy Plan because it is a member of an Aggregated Plan, of Top-Heavy Plans, contributions under the Plan may be taken into account in determining whether any other plan meets the requirements of Section 16.3.

          (e) Super Top-Heavy Plan. The Plan shall constitute a “Super Top-Heavy Plan” for any Plan Year if, as of the Applicable Determination Date, the sum of (a) the accounts of Key Employees under any Aggregated Plan that is of a defined contribution type and (b) the present value of the cumulative accrued benefits of Key Employees under any Aggregated Plan that is of a defined benefit type exceeds ninety percent (90%) of the sum of (a) the accounts of all Employees under any Aggregated Plan that is of a defined contribution type and (b) the present value of the cumulative accrued benefits of all Employees under any Aggregated Plan that is of a defined benefit type. The above determinations shall be made in accordance with Code Sections 416(g) and 416(h)(2)(B).

          (f) Rules for Determining Accrued Benefits and Accounts. In determining the present value of accrued benefits for Aggregated Plans of the defined benefit variety and accounts for Aggregated Plans of the defined contribution variety, the following rules shall prevail:

     (i) The accrued benefit for each current Employee shall be computed as if the Employee voluntarily terminated service as of the Determination Date.

     (ii) The interest rate to be used shall be the interest rate in the defined benefit plan maintained by the Company, if any, and post-retirement mortality

62

     shall be determined based on the mortality table used by such defined benefit plan for post-retirement mortality assumptions. There shall be no assumption as to pre-retirement mortality or future increases in cost of living.

     (iii) If a qualified joint and survivor annuity within the meaning of Code Section 401(a)(11) is the normal form of benefit, for purposes of determining the present value of the accrued benefit, the Spouse of the Member shall be assumed to be the same age as the Member.

     (iv) The present value shall reflect a benefit payable commencing at Normal Retirement Age (or attained age, if later), provided that if the Plan provides for a nonproportional subsidy, the benefit shall be assumed to commence at the age at which the benefit is most valuable.

     (v) The Matching Contribution Account, Profit Sharing Contribution Account and QNEC Account shall be determined as of the most recent valuation occurring within the twelve (12) month period ending on the Determination Date.

     (vi) An adjustment shall be made for any contributions due as of the Determination Date. Such adjustment shall be the amount of any contributions actually made after the Valuation Date but before the Determination Date, except that for the first Plan Year such adjustment shall also reflect the amount of any contributions made after the Determination Date that are allocated as of a date in the first Plan Year.

The accrued benefit or account balance with respect to any Employee shall be increased by the aggregate distributions made to such Employee from any Aggregated Plan during the one (1) year period ending on the Determination Date including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code; provided, however, that:

(1) Any distribution made after a Valuation Date but prior to the Determination Date shall not be counted as a distribution to the extent already included as of the Valuation Date; and

(2) In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting five (5) year period for one (1) year period.

Notwithstanding the previous sentence, the accrued benefits and accounts of any individual who has not performed services for the Employer during the one (1) year period ending on the Determination Date shall not be taken into account.

     (vii) Any Employee contributions, whether voluntary or mandatory, shall be included. However, amounts attributable to tax deductible qualified employee contributions shall not be considered to be a part of the account.

63

     (viii) With respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), if this Plan provides for rollovers or plan-to-plan transfers, it shall always consider such rollovers or plan-to-plan transfers as a distribution for the purpose of this Article XVI. If this Plan is the plan accepting such rollovers or plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers as part of the account.

     (ix) With respect to related rollovers and plan-to-plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Article XVI. If this Plan is the plan accepting such rollover or plan-to-plan transfer, it shall consider such rollover or plan-to-plan transfer as part of the Employee’s account, irrespective of the date on which such rollover or plan-to-plan transfer is accepted.

     (x) For purposes of determining whether the employer is the same employer under (i) and (j) an Employer and all Affiliates shall be treated as the same employer.

     (xi) For purposes of this Article XVI, a Beneficiary of any deceased Employee shall be considered a Participant hereunder.

     (xii) Notwithstanding anything herein to the contrary, no individual shall be counted as an Employee or Participant for purposes of this Article XVI if such individual has not performed services for the Employer or an Affiliate at any time during the five (5) year period ending on the Determination Date.

          (g) Top-Heavy Plan Year. “Top-Heavy Plan Year” shall mean a Plan Year in which a one-year Period of Service is accrued by the Top-Heavy Participant provided that no Plan Year shall be classified as a Top-Heavy Plan Year if in such Plan Year the Plan was not a Top-Heavy Plan.

          (h) Top-Heavy Participant. “Top-Heavy Participant” shall mean each Participant and any Employee who is excluded from being a Participant (or who accrued no benefit) because his compensation was less than a stated amount or any Employee who is excluded from being a Participant because of a failure to make mandatory employee contributions.

          (i) Testing Period. “Testing Period” shall mean, with respect to a Top-Heavy Participant, the five (5) consecutive Top-Heavy Plan Years of employment of such Top-Heavy Participant by the Employer or any Affiliate during which the aggregate Top-Heavy Compensation paid by the Employer or any Affiliate to such Top-Heavy Participant was the highest, or if the Plan was a Top-Heavy Plan for less than five (5) Top-Heavy Plan Years, the number of Top-Heavy Plan Years. Exclusion of a Plan Year as a Top-Heavy Plan Year because a one year Period of Service was not accrued or because of Paragraph (h) above shall not be deemed to break the consecutiveness of the surrounding Top-Heavy Plan Years.

64

          (j) Top-Heavy Compensation. “Top-Heavy Compensation” shall mean compensation as defined in Treasury Regulation Section 1.415-2(d).

          16.3 Minimum Contribution. (a) Subject to Paragraphs (c) and (d) below, for each Plan Year during which the Plan constitutes a Top-Heavy Plan, any Employer contributions made under the Plan shall be allocated to assure that each Top-Heavy Participant, other than a Key Employee, who is employed on the last day of the Plan Year (and without regard to whether such Participant was credited with a one year Period of Service for such Plan Year) is credited with a benefit for such Plan Year under the Plan and any other defined contribution plan of the Employer no less than the lesser of (i) three percent (3%) of such Top-Heavy Participant’s Top-Heavy Compensation for such Plan Year, or (ii) if the greatest percentage of Top-Heavy Compensation contributed by the Employer on behalf of a Key Employee during such Plan Year is less than three percent (3%), the greatest percentage of such Top-Heavy Participant’s Top-Heavy Compensation contributed for a Key Employee. In determining the benefit credited to any Participant during any Plan Year, all Employer contributions made hereof shall be included.

          (b) The minimum contribution referred to in (a) above (except with regard to Key Employees) shall not include any Employee contributions, nor amounts treated as Employer contributions pursuant to a salary reduction arrangement permitted by Code Section 401(k), except for purposes of determining the greatest percentage of Top-Heavy Compensation allocated on behalf of Key Employees.

          (c) If the Top-Heavy Participant (other than a Key Employee) is also a participant in a qualified defined benefit plan or any other defined contribution plan of the Employer, the additional contribution due under (a) above shall be reduced by the actuarial equivalent of the benefits derived by the Top-Heavy Participant under such defined benefit plan calculated on the basis of the actuarial assumptions of the Plan, or by the amount of the contributions under the defined contribution plan.

          (d) If the Top-Heavy Participant (other than a Key Employee) is also a participant in a qualified defined benefit plan or any other defined contribution plan that constitutes a Top-Heavy Plan, no minimum contribution under this Section 16.3 shall be required, unless otherwise required by Treasury Regulation Section 1.416-1.

65

ARTICLE XVII

MISCELLANEOUS

          17.1 Rights of Employees. Nothing herein contained shall be deemed to give any Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge such Employee at any time, nor shall it be deemed to give the Employer the right to require the Employee to remain in its service, nor shall it interfere with the Employee’s right to terminate his service at any time.

          17.2 Deductibility. All contributions under the Plan are expressly conditioned upon the deductibility of such contributions under Section 404 of the Code and to the extent the deduction is disallowed, shall be returned to the Employer within one year after the disallowance of the deduction. A contribution which is not deductible in the current taxable year of the Employer but may be deducted in the taxable years of the Employer subsequent to the year in respect of which it is made, shall not be considered to be disallowed.

          17.3 Mistake in Fact. In the case of a contribution which is made by the Employer under mistake of fact, such contribution may be returned to the Employer within one year after the payment of the contribution.

          17.4 Plan Qualification. Contributions to the Plan are conditioned on the initial qualification of the Plan under Section 401(a) and 401(k) of the Code, and if the Plan is found not to so qualify, contributions made in respect of any period subsequent to the effective date of the disqualification shall be returned to the contributor within one (1) year after the denial of such qualification.

          17.5 Provisions Inconsistent With Qualified Status. This Plan is intended to be a qualified plan under the Code. Any provision of this Plan that would cause the Plan to fail to comply with the requirements for qualified plans under the Code shall, to the extent necessary to maintain the qualified status of the Plan, be null and void ab initio, and of no force and effect, and the Plan shall be construed as if the provision had never been inserted in the Plan.

          17.6 Headings. The headings of the Plan are inserted for convenience of reference only and shall have no effect upon the meaning of the provisions hereof.

          17.7 Use of Words. Whenever used in this instrument, a masculine pronoun shall be deemed to include the masculine and feminine gender, and a singular word shall be deemed to include the singular and plural, in all cases where the context so requires.

          17.8 Applicability of State Law. If any determination is to be made with respect to the Plan under applicable state law, the laws of the State of Washington shall apply.

          17.9 Adjustments for Changes in Capital Structure. The existence of this Plan shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger, consolidation or separation,

66

including a spin-off, or other distribution of stock or property of the Company or Affiliates, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting Expedia Stock, the authorization or issuance of additional shares of Common Stock, the dissolution or liquidation of the Company or Affiliates, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. In the event of any change in the capital structure or business of the Company by reason of any stock dividend or extraordinary dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, spin-off or exchange of shares, distribution with respect to its outstanding Expedia Stock or capital stock other than Expedia Stock, reclassification of its capital stock, any sale or transfer of all or part of the Company’s assets or business, or any similar change affecting the Company’s capital structure or business and the Committee determines an adjustment is appropriate under this Plan, then the aggregate number and kind of shares which thereafter may be issued under this Plan, the number and kind of shares or other property (including cash) held under this Plan shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Members under this Plan or as otherwise necessary to reflect the change, and any such adjustment determined by the Committee in good faith shall be binding and conclusive on the Company and all Members, Beneficiaries and employees and their respective heirs, executors, administrators, successors and assigns.

67

ARTICLE XVIII

ADOPTION OF PLAN BY AFFILIATE

          18.1 Purpose of Article. The purpose of this Article is to describe the terms and conditions under which an Affiliate or Eligible Company may adopt and become an Adopting Employer under the Plan and Trust for the benefit of its Eligible Employees.

          18.2 Execution of Adoption Agreement by an Affiliate. Any Affiliate or Eligible Company may, subject to consent of the Company, become an Adopting Employer under the Plan and Trust.

          (a) The Adopting Employer shall be bound by all the provisions of the Plan and Trust in the manner set forth herein and any amendments thereto.

          (b) The Adopting Employer shall pay its share of the contributions to and expenses of, the Plan and Trust as the Company may determine from time to time in the manner specified herein.

          (c) The Adopting Employer shall provide the Company, the Committee and Trustee with full, complete, and timely information on all matters necessary to them relating to or in connection with the administration or operation of the Plan and Trust.

          18.3 Participation in the Plan.

          (a) In the event of the adoption of the Plan and Trust by an Affiliate or an Eligible Company, the Affiliate or Eligible Company shall become an Adopting Employer and all the terms and conditions of the Plan and Trust as set forth hereunder shall apply to the participation under the Plan of such Affiliate or Eligible Company and its Employees in the manner as set forth herein for an Adopting Employer and its Employees; notwithstanding the above, the following rights are specifically reserved to the Company:

     (1) The right to designate an Adopting Employer as set forth herein;

     (2) The right to appoint the members of the Committee, as set forth herein, is specifically reserved to the Company so long as the Company participates under the Plan; provided that an Adopting Employer may appoint an Advisory Committee of such composition and size as it may determine to advise the Committee on any matters affecting such Adopting Employer or its Employees who are Participants under the Plan. The Committee shall be entitled to rely upon any information furnished it by the Adopting Employer or its Employees who are Participants under the Plan. The Committee shall be entitled to rely upon any information furnished it by the Adopting Employer appointing such Advisory Committee, but in no event shall the existence of such Advisory Committee modify or otherwise limit any of the powers or duties of the Committee under the Plan;

68

     (3) The right to direct, appoint, remove, approve the accounts of, or otherwise deal with the Trustee, as set forth herein, is specifically reserved to the Company so long as the Company participates under the Plan;

     (4) The right to amend the Plan and Trust, as set forth herein, is specifically reserved to the Company so long as the Company participates under the Plan; and any such amendment, unless otherwise specified herein, shall be fully binding with respect to such participation by any Adopting Employer; provided that this reservation shall in no event be construed to prevent any Adopting Employer from terminating at any time, in the manner set forth herein, its participation as an Adopting Employer under the Plan.

          (b) In the operation of the Plan with respect to an Adopting Employer, the term “Effective Date” shall mean such date specified in such Adopting Employer’s Adoption Agreement.

          (c) Unless otherwise provided in the adoption agreement of an Adopting Employer, service for an Employee of such Adopting Employer for eligibility, vesting and benefit purposes shall be determined from the Employee’s Employment Commencement Date with the Employer.

          (d) Termination by an Adopting Employer. Any Adopting Employer, in accordance with its by-laws (or similar governing documents) and applicable law, may at any time elect to terminate its participation under the Plan in the manner set forth herein, or any Adopting Employer may elect at any time by executing a transfer agreement affecting only its own status hereunder to disassociate itself from this Plan and Trust but to continue the Plan and the portion of the Trust as it pertains to itself and its Employees as an entity separate and distinct from this Plan and Trust. Termination of the participation of any Adopting Employer, or disassociation, shall not affect the participation in the Plan of any other Adopting Employer nor terminate the Plan or Trust with respect to them and their Employees; provided that, if the Company shall terminate its participation in the Plan, or disassociate itself, then each remaining Adopting Employer shall make such arrangements and take such action as may be necessary to assume the duties of the Company in providing for the operation and continued administration of the Plan and Trust as the same pertains to the Adopting Employer.

          18.4 Adopting Employer Plan Expenses. Each Adopting Employer shall be liable for and shall pay at least annually to the Company its fair share of the expenses of operating the Plan and Trust, including its share of any Trustee’s fees. The amount of such charges to each Adopting Employer shall be determined by the Company, in its sole discretion, or pursuant to an agreement between the Company and the Adopting Employer.

69

          IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its officer thereunto duly authorized, as the                      day of                      2005.

EXPEDIA, INC.

By:

Title:

70

EXHIBIT A
ADOPTING EMPLOYERS

• Expedia, Inc. (WA), Hotels.com (DE), Hotwire, Inc. (DE) and TripAdvisor, Inc. (DE) and each of their Affiliates on the Effective Date except Expedia, Inc., a Delaware Corporation, and Premier Getaways, Inc.

• Notwithstanding the foregoing, effective January 1, 2006, Premier Getaways, Inc. shall become a Member Company.

A-1

EXHIBIT B

SPECIAL VESTING PROVISIONS

Notwithstanding Section 5.1(b) of the Plan, but subject to Section 5.1(c) of the Plan, this Exhibit B applies to Transferred Participants who were participants in an Historic Plan as set forth below and who became Members in the Plan or Prior Plan pursuant to the merger of such Historic Plan into the Plan or Prior Plan.

     1.1 TripAdvisor, Inc. 401(k) Profit Sharing Plan & Trust. With respect to each Transferred Participant who was a Participant in the TripAdvisor, Inc. 401(k) Profit Sharing Plan & Trust on September 31, 2004 and who is credited with an Hour of Service on or after October 1, 2004, the portion of such Transferred Participant’s Accrued Benefit in his Matching Contribution Account and Profit Sharing Account which shall become vested and nonforfeitable shall be based on the number of years in his Period of Service according to the following schedule:

Number of Years in Period of Service	Nonforfeitable Percentage
1	25%
2 or more	100%

B-1

EX-99.D.23 14 y27824exv99wdw23.htm EX-99.D.23: TRUST AGREEMENT

Exhibit (d)(23)

TRUST AGREEMENT

Between

_____________________

EXPEDIA, INC.

And

FIDELITY MANAGEMENT TRUST COMPANY

_____________________

EXPEDIA RETIREMENT SAVINGS PLAN

TRUST

Dated as of August 15, 2005

TABLE OF CONTENTS

Section 1. Definitions.	5
Section 2. Trust.	11
Section 3. Exclusive Benefit and Reversion of Sponsor Contributions.	11
Section 4. Disbursements.	12
Section 5. Investment of Trust.	12
(a) Selection of Investment Options.	12
(b) Available Investment Options.	12
(c) Participant Direction.	13
(d) Mutual Funds.	13
(i) Execution of Purchases and Sales.	14
(ii) Voting.	14
(e) Sponsor Stock.	15
(i) Acquisition Limit.	15
(ii) Fiduciary Duty.	15
(iii) Purchases and Sales of Sponsor Stock for Batch Activity.	15
(iv) Purchases and Sales of Sponsor Stock for Participant-Initiated Exchanges (“Real Time” Trading)	16
(v) Use of an Affiliated Broker.	17
(vi) Securities Law Reports.	18
(vii) Voting and Tender Offers.	18
(viii) General.	20
(ix) Conversion.	20
(x) Nasdaq Subscriber Agreement.	21
(f) IACCorp Stock.	21
(x) Acquisition Limit.	21
(xi) Fiduciary Duty.	21
(xii) Sales of IAC Stock for Batch Activity.	21
(xiii) Sales of IAC Stock for Participant-Initiated Exchanges (“Real Time” Trading)	22
(xv) Use of an Affiliated Broker.	23
(xiv) Securities Law Reports.	24
(xv) Voting and Tender Offers.	24
(xvi) General.	26
(xvii) Conversion.	26
(xviii) Nasdaq Subscriber Agreement.	26
(g) Participant Loans.	26
(h) BrokerageLink.	27
(i) Fidelity Retirement Plan Manager®.	29
(j) Collective Investment Funds Managed by the Trustee.	31
(k) Trustee Powers.	31
Section 6. Recordkeeping and Administrative Services to Be Performed.	32
(a) General.	32
(b) Accounts.	33
(c) Inspection and Audit.	33
(d) Notice of Plan Amendment.	33

(e) Returns, Reports and Information.	34
Section 7. Compensation and Expenses.	34
Section 8. Directions and Indemnification.	35
(a) Identity of Administrator and Named Fiduciary.	35
(b) Directions from Administrator.	35
(c) Directions from Committee.	35
(d) Co-Fiduciary Liability.	36
(e) Indemnification.	36
(f) Survival.	37
Section 9. Resignation or Removal of Trustee and Termination.	37
(a) Resignation and Removal.	37
(b) Termination.	38
(c) Notice Period.	38
(d) Transition Assistance.	38
(e) Failure to Appoint Successor.	38
Section 10. Successor Trustee.	39
(a) Appointment.	39
(b) Acceptance.	39
(c) Corporate Action.	39
Section 11. Resignation, Removal, and Termination Notices.	39
Section 12. Duration.	40
Section 13. Amendment or Modification.	40
Section 14. Electronic Services.	40
Section 15. Assignment.	42
Section 16. Force Majeure.	42
Section 17. Confidentiality.	42
Section 18. General.	43
(a) Performance by Trustee, its Agents or Affiliates.	43
(b) Entire Agreement.	43
(c) Waiver.	43
(d) Successors and Assigns.	43
(e) Partial Invalidity.	43
(f) Section Headings.	44
(g) Communications.	44

(h) Auto-Debit.	45
Section 19. Data Protection.	45
Section 20. Governing Law.	46
(a) Massachusetts Law Controls.	46
(b) Trust Agreement Controls.	46
Section 22. Plan Qualification.	46

SCHEDULES	48
Schedule “A” — Administrative Services	48
Schedule “B” — Fee Schedule	52
Schedule “C” — Investment Options	56
Schedule “D” — Authorized Signers (Administrator)	58
Schedule “E” — Authorized Signers (Named Fiduciary)	59
Schedule “F” — Statement of Qualified Status	60
Schedule “G” — Exchange Guidelines	62
Schedule “H” — Operational Guidelines for Non-Fidelity Mutual Funds	68
Schedule “I” — Securities That May Not Be Purchased Under the BrokerageLink Option	70
Schedule “J” — BrokerageLink Administrative Procedures	71
Schedule “K” — Form 5500 Service	74
Schedule “L” — Operating Guidelines for Investment Options Exchanges Fidelity Retirement Plan Manager®	76
Schedule “M” — Investment Management Agreement	77

-ii-

     TRUST AGREEMENT, dated as of the fifteenth day of August, 2005, between the EXPEDIA, INC., a Washington corporation, having an office at 3150 139^th Avenue SE, Bellevue, Washington 98005 (the “Sponsor”), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).

WITNESSETH:

     WHEREAS, the Sponsor is the sponsor of the Expedia Retirement Savings Plan (the “Plan”); and

     WHEREAS, the Sponsor wishes to establish a single trust to hold and invest assets of the Plan for the exclusive benefit of Participants, as defined herein, in the Plan and their beneficiaries; Other Frozen Investments will not be held in Trust by the Trustee; and

     WHEREAS, the Trustee is willing to hold and invest the aforesaid Plan assets in trust among several investment options selected by the Committee, as defined herein. However, other Frozen Investments will not be held in Trust by the Trustee; and

     WHEREAS, the Sponsor also wishes to have the Trustee perform certain ministerial recordkeeping and administrative functions under the Plan; and

     WHEREAS, the Trustee is willing to perform recordkeeping and administrative services for the Plan if the services are ministerial in nature and are provided within a framework of plan provisions, guidelines and interpretations conveyed in writing to the Trustee by the Administrator (as defined herein).

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as follows:

Section 1. Definitions.

The following terms as used in this Trust Agreement have the meaning indicated unless the context clearly requires otherwise:

(a) “ACH”

“ACH” shall mean Automated Clearing House.

(b) “Administrator”

“Administrator” shall mean the Sponsor, identified in the Plan document as the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA).

(c) “Agreement”

“Agreement” shall mean this Trust Agreement, and the Schedules and Exhibits attached hereto, as the same may be amended and in effect from time to time.

(d) “BrokerageLink”

“BrokerageLink” shall mean the Participant directed brokerage option offered under the plan.

(e) “BrokerageLink Core Account”

“BrokerageLink Core Account” shall mean the money market fund that serves as a settlement vehicle for the purchases and sales of securities via BrokerageLink. All contributions directed to BrokerageLink and all additional BrokerageLink investments are first deposited in the BrokerageLink Core Account.

(f) “Business Day”

“Business Day” shall mean each day the NYSE is open.

(g) “Code”

“Code” shall mean the Internal Revenue Code of 1986, as it has been or may be amended from time to time.

(h) “Committee”

“Committee” shall mean the administrative committee appointed by the Sponsor pursuant to the terms of the Plan to administer the Plan in accordance with its terms and is a named fiduciary of the Plan (within the meaning of section 402(a) of ERISA.)

(i) “Confidential Information”

“Confidential Information” shall mean (individually and collectively) proprietary information of the parties to this Trust Agreement, including but not limited to, their inventions, confidential information, know how, trade secrets, business affairs, prospect lists, product designs, product plans, business strategies, finances, fee structures, etc.

(j) “Declaration of Separate Fund”

6

“Declaration of Separate Fund” shall mean the declaration of separate fund for each fund of the Group Trust.

(k) “EDT”

“EDT” shall mean electronic data transfer.

(l) “Electronic Services”

“Electronic Services” shall mean communications and services made available via electronic media.

(m) “ERISA”

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it has been or may be amended from time to time.

(n) “External Account Information”

“External Account Information” shall mean account information, including retirement savings account information, from third party websites or other websites maintained by Fidelity or its affiliates.

(o) “FBSLLC”

“FBSLLC” shall mean Fidelity Brokerage Services LLC.

(p) “Fidelity Mutual Fund”

“Fidelity Mutual Fund” shall mean any investment company advised by Fidelity Management & Research Company or any of its affiliates.

(q) “Fidelity Retirement Plan Manager^®”

“Fidelity Retirement Plan Manager^®” shall mean a discretionary investment management service provided by Strategic Advisers in accordance with an investment management agreement attached as Schedule “O”, to eligible Participants who elect the service.

(r) “FIIOC”

“FIIOC” shall mean Fidelity Investments Institutional Operations Company, Inc.

(s) “Group Trust”

7

“Group Trust” shall mean the Fidelity Group Trust for Employee Benefit Plans for qualified plans.

(t) “In Good Order”

“In Good Order” shall mean in a state or condition acceptable to the Trustee in its sole discretion, which the Trustee determines is reasonably necessary for accurate execution of the intended transaction.

(u) “IAC Stock Fund”

“IAC Stock Fund” shall mean the investment option consisting of IAC/InterActiveCorp Common Stock, which is traded on the NASDAQ.

(v) “Losses”

“Losses” shall mean any and all loss, damage, penalty, liability, cost and expense, including without limitation, reasonable attorney’s fees and disbursements.

(w) “Mutual Fund”

“Mutual Fund” shall refer both to Fidelity Mutual Funds and Non-Fidelity Mutual Funds.

(x) “Named Fiduciary”

“Named Fiduciary” shall mean the Sponsor, a named fiduciary of the Plan (within the meaning of section 402(a) of ERISA). The Sponsor has delegated the responsibilities of the named fiduciary to the Committee.

(y) “NAV”

“NAV” shall mean Net Asset Value.

(z) “NFSLLC”

“NFSLLC” shall mean National Financial Services LLC.

(aa) “Non-Fidelity Mutual Fund”

“Non-Fidelity Mutual Fund” shall mean certain investment companies not advised by Fidelity Management & Research Company or any of its affiliates.

(bb) “NYSE”

8

“NYSE” shall mean the New York Stock Exchange.

(cc) “Participant”

“Participant” shall mean, with respect to the Plan, any employee, former employee, or alternate payee with an account under the Plan, which has not yet been fully distributed and/or forfeited, and shall include the designated beneficiary(ies) with respect to the account of any deceased employee, former employee, or alternate payee until such account has been fully distributed and/or forfeited.

(dd) “Participant Recordkeeping Reconciliation Period”

“Participant Recordkeeping Reconciliation Period” shall mean the period beginning on the date of the initial transfer of assets to the Trust and ending on the date of the completion of the reconciliation of Participant records.

(ee) “Participation Agreement”

“Participation Agreement” shall mean the participation agreement for the Group Trust.

(ff) “PIN”

“PIN” shall mean personal identification number.

(gg) “Plan”

“Plan” shall mean the Expedia Retirement Savings Plan, as it has or may be amended from time to time.

(hh) “Plan Administration Manual”

“Plan Administration Manual” shall mean the document which sets forth the administrative and recordkeeping duties and procedures to be followed by the Trustee in administering the Plan, as such document may be amended and in effect from time to time.

(ii) “Plan Sponsor Webstation”

“Plan Sponsor Webstation” shall mean the graphical windows based application that provides current Plan and Participant information including indicative data, account balances, activity and history.

(jj) “Reporting Date”

9

“Reporting Date” shall mean the last day of each fiscal quarter of the Plan and, if not on the last day of a fiscal quarter, the date as of which the Trustee resigns or is removed pursuant to Section 9 hereof or the date as of which this Agreement terminates pursuant to Section 11 hereof.

(kk) “SEC”

“SEC” shall mean the United States Securities and Exchange Commission.

(ll) “SPO”

“SPO” shall mean the Standard Plan Options which are the basic non-brokerage investment options available in the Plan. Schedule “C” lists all of the investment options available in the Plan, including the brokerage option (BrokerageLink) and the non-brokerage options (SPO).

(mm) “SPO Default Fund”

“SPO Default Fund” shall mean the SPO investment option into which the transferred assets will be placed when Participants transfer assets from BrokerageLink to the SPO.

(nn) “Sponsor”

“Sponsor” shall mean Expedia, Inc., a Washington corporation, or any successor to all or substantially all of its businesses which, by agreement, operation of law or otherwise, assumes the responsibility of the Sponsor under this Agreement.

(oo) “Sponsor Stock”

“Sponsor Stock” shall mean the common stock of the Sponsor, or such other publicly traded stock of the Sponsor, or such other publicly-traded stock of the Sponsor’s affiliates as meets the requirements of section 407(d)(5) of ERISA with respect to the Plan.

(pp) “Stock Fund”

“Stock Fund” shall mean the investment option consisting of Sponsor Stock.

(qq) “Strategic Advisers”

“Strategic Advisers” shall mean Strategic Advisers, Inc., an affiliate of the Trustee, and a registered investment adviser, or its successors or assigns.

(rr) “Trust”

10

“Trust” shall mean the Expedia Retirement Savings Plan Trust, being the trust established by the Sponsor and the Trustee pursuant to the provisions of this Agreement.

(ss) “Trustee”

“Trustee” shall mean Fidelity Management Trust Company, a Massachusetts trust company and any successor to all or substantially all of its trust business as described in Section 10(c). The term Trustee shall also include any successor trustee appointed pursuant to Section 10 to the extent such successor agrees to serve as Trustee under this Agreement.

(tt) “VRS”

“VRS” shall mean Voice Response System.

Section 2. Trust.

The Sponsor hereby establishes the Trust with the Trustee. The Trust shall consist of an initial contribution of money or other property acceptable to the Trustee in its sole discretion, made by the Sponsor or transferred from a previous trustee under the Plan, such additional sums of money or other property acceptable to the Trustee in its sole discretion, as shall from time to time be delivered to the Trustee under the Plan, all investments made therewith and proceeds thereof, and all earnings and profits thereon, less the payments that are made by the Trustee as provided herein. The Trustee hereby accepts the Trust on the terms and conditions set forth in this Agreement. In accepting this Trust, the Trustee shall be accountable for the assets received by it, subject to the terms and conditions of this Agreement.

Section 3. Exclusive Benefit and Reversion of Sponsor Contributions.

     (a) Except as provided under applicable law, no part of the Trust may be used for, or diverted to, purposes other than the exclusive benefit of the Participants in the Plan or their beneficiaries or the reasonable expenses of Plan administration. No assets of the Plan shall revert to the Sponsor, except as specifically permitted by the terms of the Plan.

     (b) Assignment or Alienation.

Except as may be provided by law, the Trust shall not be subject to any form of attachment, garnishment, sequestration or other actions of collection afforded creditors of the Sponsor, Participants or beneficiaries

11

under the Plan. The Trustee shall not recognize any permitted assignment or alienation of benefits unless an authorized direction is received from the Committee.

Section 4. Disbursements.

The Trustee shall make disbursements as directed by the Participant or the Administrator, as applicable, in accordance with the provisions of the Plan Administration Manual. The Trustee shall have no responsibility to ascertain any direction’s compliance with the terms of the Plan (except to the extent the terms of the Plan have been communicated to the Trustee in writing) or of any applicable law or the direction’s effect for tax purposes or otherwise; nor shall the Trustee have any responsibility to see to the application of any disbursement. The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement.

Section 5. Investment of Trust.

(a) Selection of Investment Options or Fidelity Retirement Plan Manager^®.

The Trustee shall have no responsibility for the selection of investment options under the Trust or the decision to offer Fidelity Retirement Plan Manager^®, and shall not render investment advice to any person in connection with the selection of such options or service.

(b) Available Investment Options.

The Committee shall direct the Trustee as to the investment options in which the Trust shall be invested during the Participant Recordkeeping Reconciliation Period and the investment options in which Participants may invest following the Participant Recordkeeping Reconciliation Period. The Committee may determine to offer as investment options only: (i) Mutual Funds, (ii) Sponsor Stock, (iii) non-diversified funds consisting of publicly traded equity securities, namely IAC Corp stock, (iv) notes evidencing loans to Participants in accordance with the terms of the Plan, (v) BrokerageLink and (vi) collective investment funds maintained by the Trustee for qualified plans.

The Trustee shall be considered a fiduciary with investment discretion only with respect to Plan assets that are invested in collective investment funds maintained by the Trustee for qualified plans.

12

The investment options initially selected by the Committee are identified on Schedule “C” attached hereto. Upon transfer to the Trust, Plan assets will be invested in the investment option(s) as directed by the Committee. The Committee may add additional investment options or remove investment options with the consent of the Trustee to reflect administrative considerations and upon mutual amendment of this Agreement, and the Schedules thereto, to reflect such additions or removals.

(c) Participant Direction.

     As authorized under the Plan, each Participant shall direct the Trustee in which investment option(s) to invest the assets in the Participant’s individual accounts , or shall direct the Trustee to invest such Participant’s individual accounts among the Plan’s available investment options in accordance with investment directions provided by Strategic Advisers under the Fidelity Retirement Plan Manager^® service. In the event the Participant elects to participate in the Fidelity Retirement Plan Manager^® service, he or she may not exercise investment direction over his or her Plan account (except for assets held in sponsor stock) until his or her participation in such service has terminated. Investment directions may be made by Participants by use of the telephone exchange system, the internet or in such other manner as may be agreed upon from time to time by the Sponsor and the Trustee. Participant direction to participate in Fidelity Retirement Plan Manager^® (or to cease such participation) shall be made by use of the telephone exchange system, or in such other manner as may be agreed upon from time to time by the Sponsor the Trustee. Any direction from Participants contemplated by this paragraph shall be made in accordance with written exchange guidelines attached hereto as Schedule “G”. The Trustee shall not be liable for any loss or expense that arises from a Participant’s exercise or non-exercise of rights under this Section 5 over the assets in the Participant’s accounts. In the event that the Trustee fails to receive a proper direction from the Participant, the assets shall be invested in the investment option set forth for such purpose on Schedule “C”, until the Trustee receives a proper direction.

(d) Mutual Funds.

     On the effective date of this Agreement, in lieu of receiving a printed copy of the prospectus for each Fidelity Mutual Fund selected by the Committee as a Plan investment option or short-term investment fund, the Committee hereby consents to receiving such documents electronically. The Committee shall access each prospectus on the internet after receiving notice from the Trustee that a current version is available online at a website maintained by the Trustee or its affiliate. Trustee represents that on the effective date of this Agreement, a current version of each such prospectus is available at http://www.fidelity.com or such successor website as Trustee may notify the Committee of in writing from time to time. The Committee represents that it has accessed/will access each such prospectus at http://www.fidelity.com or such successor website as Trustee may notify the Committee of in writing

13

from time to time as of the effective date of this Agreement. All transactions involving Non-Fidelity Mutual Funds shall be done in accordance with the Operational Guidelines attached hereto as Schedule “H”. Trust investments in Mutual Funds shall be subject to ERISA, other applicable law and the following limitations:

(i) Execution of Purchases and Sales of Mutual Funds

Purchases and sales of Mutual Funds (other than for exchanges) shall be made on the date on which the Trustee receives from the Administrator In Good Order all information, documentation and wire transfer of funds (if applicable), necessary to accurately effect such transactions. Exchanges of Mutual Funds pursuant to Participant request shall be made in accordance with the Exchange Guidelines attached hereto as Schedule “G”.

(ii) Voting.

At the time of mailing of notice of each annual or special stockholders’ meeting of any Mutual Fund, the Trustee shall send a copy of the notice and all proxy solicitation materials to each Participant who has shares of such Mutual Fund credited to the Participant’s accounts as of the record date for the annual or special stockholders meeting, together with a voting direction form for return to the Trustee or its designee. The Participant shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares credited to the Participant’s accounts (both vested and unvested). The Trustee shall vote the shares as directed by the Participant. The Trustee shall not vote shares for which it has received no directions from the Participant.

During the Participant Recordkeeping Reconciliation Period, the Committee shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares of the Mutual Funds in the Trust, including Mutual Fund shares held in any short-term investment fund for liquidity reserve. Following the Participant Recordkeeping Reconciliation Period, the Committee shall continue to have the right to direct the Trustee as to the manner in which the Trustee is to vote any Mutual Funds shares held in a short-term investment fund for liquidity reserve. The Trustee shall not vote any Mutual Fund shares for which it has received no directions from the Committee.

With respect to all rights other than the right to vote, the Trustee shall follow the directions of the Participant and if no such directions are received, the directions of the Committee. The Trustee shall have no further duty to solicit directions from Participants or the Committee.

14

(e) Sponsor Stock.

Trust investments in Sponsor Stock shall be made via the Stock Fund. Dividends received on shares of Sponsor Stock shall be reinvested in additional shares of Sponsor Stock and allocated to Participants’ accounts.

(i) Acquisition Limit.

Pursuant to the Plan, the Trust may be invested in Sponsor Stock to the extent necessary to comply with investment directions under this Agreement. The Sponsor shall be responsible for providing specific direction on any acquisition limits required by the Plan or applicable law.

(ii) Fiduciary Duty.

                                 (A) The Committee shall continually monitor the suitability of the Trust acquiring and holding Sponsor Stock, under the fiduciary duty rules of section 404(a)(1) of ERISA (as modified by section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss, or expense, which arises from the directions of the Committee with respect to the acquisition and holding of Sponsor Stock, unless it is clear on their face that the actions to be taken under those directions would be prohibited by the foregoing fiduciary duty rules or would be contrary to the terms of this Agreement.

                                 (B) Each Participant with an interest in Sponsor Stock (or, in the event of the Participant’s death, his beneficiary) is, for purposes of this section 5(e)(ii), hereby designated as a “named fiduciary” (within the meaning of section 403(a)(1) of ERISA), with respect to shares of Sponsor Stock allocated to his or her account whether or not purchased at his or her direction, and such Participant (or beneficiary) shall have the right to direct the Trustee as to the manner in which the Trustee is to vote or tender or not tender such shares in their capacity.

(iii) Purchases and Sales of Sponsor Stock for Batch Activity.

                                 Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can administratively implement, the following provisions shall govern purchases and sales of Sponsor Stock for contributions, loan repayments, distributions, loans, withdrawals, or any other purchase or sale of Sponsor Stock related to a transaction that the Committee has directed the Trustee in writing to implement on a batch basis (“batch activity”).

                                 (A) Open Market Purchases and Sales. Purchases and sales of Sponsor Stock shall be made on the open market in accordance with the Trustee’s standard trading guidelines, as they

15

may be amended from time to time, as necessary to honor batch activity. Such general rules shall not apply in the following circumstances:

                                      (1) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

                                      (2) If the Trustee is prohibited by the SEC, the NYSE or principal exchange on which the Sponsor Stock is traded, or any other regulatory or judicial body from purchasing or selling any or all of the shares required to be purchased or sold on such day.

In the event of the occurrence of a circumstance described in (1) or (2) above, the Trustee shall purchase or sell such shares as soon thereafter as administratively feasible, and shall determine the price of such purchases or sales to be the average purchase or sales price of all such shares purchased or sold, respectively. The Trustee may follow written directions from the Named Fiduciary to deviate from the above purchase and sale procedures.

(iv) Purchases and Sales of Sponsor Stock for Participant-Initiated Exchanges (“Real Time” Trading)

                                 Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can administratively implement, the following provisions shall govern purchases and sales of Sponsor Stock for Participant-initiated exchanges.

                                 (A) Purchases and Sales of Sponsor Stock. Purchases and sales of Sponsor Stock associated with individual Participant-initiated exchanges into or out of the Stock Fund shall be made on the open market pursuant to order types selected by the Participant in accordance with the Trustee’s procedures for “Real Time Trading.” The Sponsor may instruct the Trustee to limit the order types available to Participants.

                                      (1) Automated Order Entry. Sponsor Stock trades associated with Participant-initiated exchanges shall be sent to market as soon as administratively feasible during regular trading hours via an electronic order entry system, unless such trade is treated as a block trade. Such electronic order entry system shall be deemed an Electronic Service for purposes of Section 14 of this Agreement.

                                      (2) Limitations on Trades; Cancellation of Exchange Requests. Trades rejected under rules of the applicable securities exchange will not be executed. The Trustee will not submit orders (or will cancel orders) for stock trades that violate the Trustee’s procedures for “Real

16

Time Trading”. The Trustee shall not submit any trade order associated with a Participant-initiated exchange at any time when the Sponsor Stock Fund has been closed to such activity. Trades associated with Participant-initiated exchanges shall not be transacted at any time when the regular market is closed, or when the SEC, the NYSE or principal exchange on which the Sponsor Stock is traded, or any other regulatory or judicial body has prohibited purchases or sales of any or all of the shares requested by the Participant to be traded pursuant to the Participant-initiated exchange. An exchange requested by the Participant shall be rejected or cancelled, as the case may be, to the extent any accompanying trade is not submitted, not executed or cancelled.

                                 (B) Reserve Requirements for Exchanges Into Stock Fund and Corrective Sales. The Participant’s ability to initiate exchanges into the Stock Fund shall be subject to standard reserve requirements applicable to the investment options used to fund the exchange, as established by the Trustee from time to time (or such higher reserve requirements as may be established by the Sponsor in written direction to the Trustee) and described to the Committee and Participants. Requests to exchange into the Sponsor Stock Fund that exceed such reserves, and accompanying trade orders, may be rejected or cancelled. In the event that a buy trade associated with a request to exchange into Sponsor Stock is executed, and the Participant does not have sufficient assets in the designated investment option to fund the trade, the Trustee will liquidate investment options (including those held in other sources eligible for liquidation) in the affected Participant’s account pro rata. In the event that the Participant does not have sufficient assets in any other investment option, the Trustee shall initiate a corrective sale, and shall debit the costs of such corrective trade from the Participant’s account.

                                 (C) Fractional Shares. Participants will be entitled to exchange out fractional shares in the Stock Fund only in connection with a request to exchange out the entire balance of their Stock Fund holdings (or the entire balance in a particular source, as applicable). Fractional shares will be transacted at the price determined by the stock trade order selected by the Participant.

(v) Use of an Affiliated Broker.

For all purchases and sales of Sponsor Stock on the open market, whether Participant-initiated or otherwise, the Committee hereby directs the Trustee to use FBSLLC to provide brokerage services. Subject to the provisions of this agreement, FBSLLC shall execute such trades directly or through any of its affiliates. The provision of brokerage services shall be subject to the following:

                                      (1) As consideration for such brokerage services, the Committee agrees that FBSLLC shall be entitled to remuneration under this direction provision in the amount of

17

$0.029 commission on each share of Sponsor Stock. Any increase in such remuneration may be made only by written agreement between the Committee and Trustee.

                                      (2) Any successor organization of FBSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this direction provision. FBSLLC may assign its rights and obligations under this agreement to any affiliate, provided that the assignee is bound by the terms hereof, including the provisions concerning remuneration.

                                      (3) The Trustee and FBSLLC shall continue to rely on this direction provision until notified to the contrary. The Committee reserves the right to terminate this direction upon written notice to FBSLLC (or its successors or assigns) and the Trustee, in accordance with Section 11 of this Agreement.

                                      (4) The Plan Sponsor acknowledges that FBSLLC (and its successors and assigns) may rely upon this Trust Agreement in establishing an account in the name of the Trustee for the Plan or its Participants, and in allowing each Participant to exercise limited trading authorization over such account, to the extent of his or her individual account balance in the Sponsor Stock Fund subject to Participant direction.

(vi) Securities Law Reports.

The Administrator shall be responsible for filing all reports required under Federal or state securities laws with respect to the Trust’s ownership of Sponsor Stock, including, without limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of Sponsor Stock pending the filing of any report. The Trustee shall provide to the Administrator such information on the Trust’s ownership of Sponsor Stock as the Administrator may reasonably request in order to comply with Federal or state securities laws.

(vii) Voting and Tender Offers.

Notwithstanding any other provision of this Agreement the provisions of this Section shall govern the voting and tendering of Sponsor Stock. The Sponsor shall pay for all printing, mailing, tabulation and other costs associated with the voting and tendering of Sponsor Stock. The Trustee, after consultation with the Sponsor, shall prepare the necessary documents associated with the voting and tendering of Sponsor Stock.

18

                                 (A) Voting.

                                      (1) When the issuer of Sponsor Stock prepares for any annual or special meeting, the Sponsor shall notify the Trustee at least ten (10) days in advance of the intended record date and shall cause a copy of all proxy solicitation materials to be sent to the Trustee. If requested by the Trustee the Sponsor shall certify to the Trustee that the aforementioned materials represents the same information distributed to shareholders of Sponsor Stock. Based on these materials, the Trustee shall prepare a voting instruction form and shall provide a copy of all proxy solicitation materials to be sent to each Participant with an interest in Sponsor Stock held in the Trust, together with the foregoing voting instruction form to be returned to the Trustee or its designee. The form shall show the number of full and fractional shares of Sponsor Stock credited to the Participant’s accounts.

                                      (2) Each Participant with an interest in the Sponsor Stock held in the Trust shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of Sponsor Stock credited to the Participant’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of Sponsor Stock shall be communicated in writing, or by such other means as agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such person in the ordinary course of the performance of the Trustee’s services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall vote shares of Sponsor Stock credited to a Participant’s account for which it has received no directions from the Participant in the same proportion on each issue as it votes those shares credited to Participants’ account for which it received voting direction from Participants.

                                 (B) Tender Offers.

                                      (1) Upon commencement of a tender offer for any securities held in the Trust that are Sponsor Stock, the Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Sponsor Stock. Based on these materials and after consultation with the Sponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Sponsor Stock credited to the Participants account (both vested and unvested).

19

                                      (2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Sponsor Stock credited to the Participant’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Sponsor Stock shall be communicated in writing, or such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee’s services hereunder. The Trustee shall tender or not tender shares of Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Sponsor Stock credited to a Participant’s accounts for which it has received no directions from the Participant.

                                      (4) A Participant who has directed the Trustee to tender some or all of the shares of Sponsor Stock credited to the Participant’s accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline.. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

                                      (5) A direction by a Participant to the Trustee to tender shares of Sponsor Stock credited to the Participant’s accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee shall credit to each account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Sponsor Stock tendered from that account. Pending receipt of directions (through the Administrator) from the Participant or the Committee, as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the investment option described in Schedule “C”.

(viii) General.

With respect to all shareholder rights other than the right to vote, the right to tender, and the right to withdraw shares previously tendered, in the case of Sponsor Stock, the Trustee shall follow the procedures set forth in subsection (A), above.

(ix) Conversion.

All provisions in this Section 5(e) shall also apply to any securities received as a result of a conversion of Sponsor Stock.

20

(x) Nasdaq Subscriber Agreement.

The Sponsor represents that it has returned a properly executed “Nasdaq Subscriber Agreement” to the Trustee. The Nasdaq Subscriber Agreement is required by Nasdaq and allows Participants to receive information originating from Nasdaq on a “real-time” basis, through devices controlled by the Trustee or its affiliates.

(f) IAC Stock.

Trust investments in IAC Stock shall be made via the IAC Stock Fund. Dividends received on shares of IAC Stock shall be reinvested in additional shares of IAC Stock and allocated to Participants’ accounts.

(x) Acquisition Limit.

Pursuant to the Plan, the Trust may be invested in IAC Stock to the extent necessary to comply with investment directions under this Agreement. The Sponsor shall be responsible for providing specific direction on any acquisition limits required by the Plan or applicable law.

(xi) Fiduciary Duty.

                              (A) The Committee shall continually monitor the suitability of the Trust acquiring and holding IAC Stock, under the fiduciary duty rules of section 404(a)(1) of ERISA (as modified by section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss, or expense, which arises from the directions of the Committee with respect to the acquisition and holding of IAC Stock, unless it is clear on their face that the actions to be taken under those directions would be prohibited by the foregoing fiduciary duty rules or would be contrary to the terms of this Agreement.

                              (B) Each Participant with an interest in IAC Stock (or, in the event of the Participant’s death, his beneficiary) is, for purposes of this section 5(f)(ii), hereby designated as a “named fiduciary” (within the meaning of section 403(a)(1) of ERISA), with respect to shares of IAC Stock allocated to his or her account whether or not purchased at his or her direction, and such Participant (or beneficiary) shall have the right to direct the Trustee as to the manner in which the Trustee is to vote or tender such shares in their capacity.

(xii) Sales of IAC Stock for Batch Activity.

                              Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can administratively implement, the following provisions shall govern the sale of IAC Stock for contributions, loan repayments, distributions, loans, withdrawals, or any other sale of IAC Stock

21

related to a transaction that the Sponsor has directed the Trustee in writing to implement on a batch basis (“batch activity”).

                              (A) Open Market Sales. Sales of IAC Stock shall be made on the open market in accordance with the Trustee’s standard trading guidelines, as they may be amended from time to time, as necessary to honor batch activity. Such general rules shall not apply in the following circumstances:

                                        (1) If the Trustee is unable to sell the total number of shares required to be sold on such day as a result of market conditions; or

                                        (2) If the Trustee is prohibited by the SEC, the NYSE or principal exchange on which the IAC Stock is traded, or any other regulatory or judicial body from selling any or all of the shares required to be sold on such day.

In the event of the occurrence of a circumstance described in (1) or (2) above, the Trustee shall sell such shares as soon thereafter as administratively feasible, and shall determine the price of such sales to be the average sales price of all such shares sold, respectively. The Trustee may follow written directions from the Committee to deviate from the above sale procedures.

(xiii) Sales of IAC Stock for Participant-Initiated Exchanges (“Real Time” Trading)

                              Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can administratively implement, the following provisions shall govern sales of IAC Stock for Participant-initiated exchanges.

                              (A) Sales of IAC Stock. Sales of IAC Stock associated with individual Participant-initiated exchanges out of the IAC Stock Fund shall be made on the open market pursuant to order types selected by the Participant in accordance with the Trustee’s procedures for “Real Time Trading.” The Sponsor may instruct the Trustee to limit the order types available to Participants.

                                        (1) Automated Order Entry. IAC Stock trades associated with Participant-initiated exchanges shall be sent to market as soon as administratively feasible during regular trading hours via an electronic order entry system, unless such trade is treated as a block trade. Such electronic order entry system shall be deemed an Electronic Service for purposes of Section 14 of this Agreement.

               Limitations on Trades; Cancellation of Exchange Requests. Trades rejected under rules of the applicable securities exchange will not be executed. The Trustee will not submit orders (or will

22

cancel orders) for stock trades that violate the Trustee’s procedures for “Real Time Trading”. The Trustee shall not submit any trade order associated with a Participant-initiated exchange at any time when the IAC Stock Fund has been closed to such activity. Trades associated with Participant-initiated exchanges shall not be transacted at any time when the regular market is closed, or when the SEC, the NYSE or principal exchange on which the IAC Stock is traded, or any other regulatory or judicial body has prohibited sales of any or all of the shares requested by the Participant to be traded pursuant to the Participant-initiated exchange. An exchange requested by the Participant shall be rejected or cancelled, as the case may be, to the extent any accompanying trade is not submitted, not executed or cancelled. Participants will be entitled to exchange out fractional shares in the IAC Stock Fund only in connection with a request to exchange out the entire balance of their IAC Stock Fund holdings (or the entire balance in a particular source, as applicable). Fractional shares will be transacted at the price determined by the stock trade order selected by the Participant.

(xv) Use of an Affiliated Broker.

For all sales of IAC Stock on the open market, whether Participant-initiated or otherwise, the Committee hereby directs the Trustee to use FBSLLC to provide brokerage services. Subject to the provisions of this agreement, FBSLLC shall execute such trades directly or through any of its affiliates. The provision of brokerage services shall be subject to the following:

                                        (1) As consideration for such brokerage services, the Committee agrees that FBSLLC shall be entitled to remuneration under this direction provision in the amount of $0.029 commission on each share of IAC Stock. Any increase in such remuneration may be made only by written agreement between the Committee and Trustee.

                                        (2) Any successor organization of FBSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this direction provision. FBSLLC may assign its rights and obligations under this agreement to any affiliate, provided that the assignee is bound by the terms hereof, including the provisions concerning remuneration.

                                        (3) The Trustee and FBSLLC shall continue to rely on this direction provision until notified to the contrary. The Committee reserves the right to terminate this direction upon written notice to FBSLLC (or its successors or assigns) and the Trustee, in accordance with Section 11 of this Agreement.

                                        (4) The Plan Sponsor acknowledges that FBSLLC (and its successors and assigns) may rely upon this Trust Agreement in establishing an account in the name of the Trustee for the Plan or its Participants, and in allowing each Participant to

23

exercise limited trading authorization over such account, to the extent of his or her individual account balance in the IAC Stock Fund subject to Participant direction.

(xiv) Securities Law Reports.

The Administrator shall be responsible for filing all reports required under Federal or state securities laws with respect to the Trust’s ownership of IAC Stock, including, without limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of any requirement to stop sales of IAC Stock pending the filing of any report. The Trustee shall provide to the Administrator such information on the Trust’s ownership of IAC Stock as the Administrator may reasonably request in order to comply with Federal or state securities laws.

(xv) Voting and Tender Offers.

Notwithstanding any other provision of this Agreement the provisions of this Section shall govern the voting and tendering of IAC Stock. The Sponsor shall pay for all printing, mailing, tabulation and other costs associated with the voting and tendering of IAC Stock. The Trustee, after consultation with the Sponsor, shall prepare the necessary documents associated with the voting and tendering of IAC Stock.

(A) Voting.

                                        (1) When the issuer of IAC Stock prepares for any annual or special meeting, the Sponsor shall notify the Trustee at least ten (10) days in advance of the intended record date and shall cause a copy of all proxy solicitation materials to be sent to the Trustee. If requested by the Trustee the Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of IAC Stock. Based on these materials, the Trustee shall prepare a voting instruction form and shall provide a copy of all proxy solicitation materials to be sent to each Participant with an interest in IAC Stock held in the Trust, together with the foregoing voting instruction form to be returned to the Trustee or its designee. The form shall show the number of full and fractional shares of IAC Stock credited to the Participant’s accounts.

                                        (2) Each Participant with an interest in the IAC Stock held in the Trust shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of IAC Stock credited to the Participant’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of IAC Stock shall be communicated in writing, or by such other means as agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any

24

officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such person in the ordinary course of the performance of the Trustee’s services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of IAC Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall vote shares of IAC Stock credited to a Participant’s account for which it has received no directions from the Participant in the same proportion on each issue as it votes those shares credited to Participants’ account for which it received voting direction from Participants.

(B) Tender Offers.

                                        (1) Upon commencement of a tender offer for any securities held in the Trust that are IAC Stock, the Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of IAC Stock. Based on these materials and after consultation with the Sponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the IAC Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of IAC Stock credited to the Participants account (both vested and unvested).

                                        (2) Each Participant with an interest in the IAC Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of IAC Stock credited to the Participant’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of IAC Stock shall be communicated in writing, or such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee’s services hereunder. The Trustee shall tender or not tender shares of IAC Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of IAC Stock credited to a Participant’s accounts for which it has received no directions from the Participant.

                                        (3) A Participant who has directed the Trustee to tender some or all of the shares of IAC Stock credited to the Participant’s accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal

25

deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

                                        (5) A direction by a Participant to the Trustee to tender shares of IAC Stock credited to the Participant’s accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee shall credit to each account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of IAC Stock tendered from that account. Pending receipt of directions (through the Administrator) from the Participant or the Committee, as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the investment option described in Schedule “C”.

(xvi) General.

With respect to all shareholder rights other than the right to vote, the right to tender, and the right to withdraw shares previously tendered, in the case of IAC Stock, the Trustee shall follow the procedures set forth in subsection (A), above.

(xvii) Conversion.

All provisions in this Section 5(f) shall also apply to any securities received as a result of a conversion of Sponsor Stock.

(xviii) Nasdaq Subscriber Agreement.

The Sponsor represents that it has returned a properly executed “Nasdaq Subscriber Agreement” to the Trustee. The Nasdaq Subscriber Agreement is required by Nasdaq and allows Participants to receive information originating from Nasdaq on a “real-time” basis, through devices controlled by the Trustee or its affiliates.

(g) Participant Loans.

Loans shall be processed and administered in accordance with the terms of the Plan and the loan policy adopted from time to time by the Administrator, as set forth in the Plan Administration Manual. Except with regard to terminated Participants using loan coupons, the Administrator shall act as the Trustee’s agent with regard to Loans and as such shall (i) separately account for repayments of such loans and clearly identify such assets as Plan assets; and (ii) collect and remit all principal and interest payments to the Trustee. To the extent that the Participant is required to submit loan documentation to the Administrator for approval prior to the issuance of a loan, the Administrator, on behalf of the trust, shall

26

be responsible for (i) holding physical custody of and keeping safe the notes and other loan documents; and (ii) canceling and surrendering the notes and other loan documentation when a loan has been paid in full.

To facilitate recordkeeping, the Trustee may destroy the original of any proceeds check (including the promissory note) made in connection with a loan to a Participant under the Plan, provided that the Trustee or its agent first creates a duplicate by a photographic or optical scanning or other process yielding a reasonable facsimile of the proceeds check (including the promissory note) and the Participant’s signature thereon, which duplicate may be reduced or enlarged in size from the actual size of the original.

(h) BrokerageLink.

The Sponsor hereby directs the Trustee to use FBSLLC to purchase or sell individual securities for Participant BrokerageLink accounts (“Participant Accounts”) in accordance with investment directions provided by Participants. The Sponsor directs the Trustee to establish a Participant Account with FBSLLC in the name of the Trustee for each Participant electing to utilize the BrokerageLink option. Each so electing Participant shall be granted limited trading authority over the Participant Account established for such Participant, and FBSLLC shall accept and act upon instructions from such Participants to buy, sell, exchange, convert, tender, trade and otherwise acquire and dispose of securities in the Participant Accounts. The provision of BrokerageLink shall be subject to the following:

                    (i) Each Participant who elects to utilize the BrokerageLink option must complete a BrokerageLink Participant Acknowledgement Form which incorporates the provisions of the BrokerageLink Account Terms and Conditions. Upon acceptance by FBSLLC of the BrokerageLink Participant Acknowledgement Form, FBSLLC will establish a Participant Account for the Participant. Participant activity in the Participant Account will be governed by the BrokerageLink Participant Acknowledgement Form and the BrokerageLink Account Terms and Conditions. In the event that a provision of either the BrokerageLink Account Terms and Conditions or the BrokerageLink Participant Acknowledgement Form conflicts with the terms of this Agreement, the Plan or an applicable statute or regulation, the Agreement, the Plan or the applicable statute or regulation shall control.

                    (ii) Any successor organization of FBSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this authorization provision.

                    (iii) The Trustee and FBSLLC shall continue to rely on this direction provision until notified to the contrary. The Sponsor reserves the right to terminate this direction upon written notice to

27

the Trustee, in accordance with Section 11 of this Agreement. Such notice shall be deemed a direction to terminate BrokerageLink as an investment option.

                    (iv) The types of securities which may not be purchased under BrokerageLink are listed on Schedule “I”. Administrative procedures governing investment in and withdrawals from BrokerageLink Participant Accounts are attached hereto as Schedule “J”.

                    (v) With respect to exchanges from the SPO into the Participant Account, the Named Fiduciary hereby directs the Trustee to submit for processing all instructions for purchases into the BrokerageLink Core Account resulting from such exchange requests on the next Business Day.

                    (vi) A Participant has the authority to designate an agent to have limited trading authority over assets in the Participant Account established for such Participant. Such agent as the Participant may designate shall have the same authority to trade in and otherwise transact business in the Participant Account, in the same manner and to the same extent as the Participant is otherwise empowered to do hereunder, and FBSLLC shall act upon instructions from the agent as if the instructions had come from the Participant. Designation of an agent by the Participant is subject to acceptance by FBSLLC of a completed BrokerageLink Third Party Limited Trading Authorization Form, the terms of which shall govern the activity of the Participant and the authorized agent. In the event that a provision of the BrokerageLink Third Party Limited Trading Authorization Form conflicts with the terms of the BrokerageLink Participant Acknowledgement Form, the BrokerageLink Account Terms and Conditions, this Agreement, the Plan or an applicable statute or regulation, the terms of the BrokerageLink Participant Acknowledgement Form, the BrokerageLink Account Terms and Conditions, this Agreement, the Plan or the applicable statute or regulation shall control.

                    (vii) The Participant shall be solely responsible for receiving and responding to all trade confirmations, account statements, prospectuses, annual reports, proxies and other materials that would otherwise be distributed to the owner of the Participant Account. With respect to proxies for securities held in the Participant Account, FBSLLC shall send a copy of the meeting notice and all proxies and proxy solicitation materials, together with a voting direction form, to the Participant and the Participant shall have the authority to direct the exercise of all shareholder rights attributable to those securities. The Trustee shall not exercise such rights in the absence of direction from the Participant.

                    (viii) FBSLLC shall buy, sell, exchange, convert, tender, trade and otherwise acquire and dispose of securities in Participant Accounts, transfer funds to and from the BrokerageLink Core Account and the SPO Default Fund, collect any fees or other remuneration due FBSLLC or any of its affiliates, and make distributions directly to the Participant, in accordance with the administrative

28

procedures set forth in Schedule “J”. No prior notice to or consent from the Participant is required. In the event of a transfer of the Plan to another service provider, the directions of the Sponsor in transferring Plan assets shall control. Such transfers may be effected without notice to or consent from the Participant.

                    (ix) FBSLLC may accept from the Participant, changes to indicative data including, but not limited to, postal address, email address, and phone number associated with the Participant Account established for the Participant.

(i) Fidelity Retirement Plan Manager^®.

                    (i) This section is intended to authorize appointment of an investment manager as contemplated in Section 402(c)(3) of ERISA. The Sponsor may appoint an investment manager, and, pursuant to the agreement attached as Schedule “M”, the Sponsor has so appointed Strategic Advisers with respect to assets held in the individual Plan accounts of participants electing to participate in the Fidelity Retirement Plan Manager^® service. That appointment extends only to Managed Assets, as defined below.

                    (ii) Managed Assets shall be comprised of those assets held in or contributed to the individual plan accounts of eligible Participants (except for assets held in sponsor stock) from whom the Trustee or its agent has received In Good Order an election to participate in the Fidelity Retirement Plan Manager^® service, and whose participation has not been terminated in accordance with subparagraph (iv). All Participants (including terminated and retired Participants) and beneficiaries are eligible for Fidelity Retirement Plan Manager^®. In order to be eligible for the service, a Participant must have a Plan account balance equal to or greater than an amount as the Trustee and Strategic Advisers may determine in their sole discretion, after notice to the Sponsor. Participants who hold non-traditional investment options in their Plan account, such as self-directed brokerage assets, are ineligible for the service until such holdings are liquidated.

                    (iii) Purchases and sales of investment options initiated by the service shall be governed by the operating guidelines set out in Schedule “L”.

                    (iv) For so long as Fidelity Retirement Plan Manager^® is offered, Strategic Advisers’ authority with respect to Managed Assets shall begin when Fidelity has confirmed receipt of an election In Good Order from an eligible Participant who has elected to participate in the service (and in the case of plans or portions thereof transferring to Fidelity recordkeeping services, at the conclusion of the Participant Recordkeeping Reconciliation Period). Strategic Advisers’ authority with respect to

29

Managed Assets shall end with respect to a Participant when (A) the Participant terminates his or her election to participate in the Fidelity Retirement Plan Manager^® service; (B) Managed Assets are withdrawn (through loan, withdrawal or distribution) or otherwise transferred out of the Participant’s account for any reason (but only to the extent of such withdrawal or transfer); (C) the Participant’s account is transferred to another plan not offering the service; (D) Strategic Advisers receives notice from the Trustee or its agent of a Participant’s death, after the Trustee or its agent has been so notified; (E) Strategic Advisers notifies a Participant that the Participant is no longer eligible for the service, or that it will no longer provide the service to such Participant for any reason; (F) when the Plan’s Named Fiduciary directs Strategic Advisers to discontinue its service to any Participant (whether through termination of Strategic Advisers as investment manager with respect to the Fidelity Retirement Plan Manager^® service, or otherwise); or (G) when an affiliate of the Trustee ceases to provide recordkeeping services for the Plan. A Participant’s termination of his or her election to participate in the Service shall be effective immediately after the Trustee confirms receipt of such election, provided that if confirmation is received after market close and one or more exchange transactions initiated by Strategic Advisers are pending for processing in the nightly cycle for such date, such exchanges shall be processed as of the market close on such date.

                    (v) The Managed Assets shall be identified on the books and records of the Trust separately from all other assets held by the Trustee under this Agreement. Strategic Advisers shall have the duty and power to direct the Trustee and its affiliates as to the investment of Managed Assets among available investment options, in accordance with governing investment guidelines, but shall have no authority with respect to the exercise of shareholder rights such as voting, or other rights that arise out of the Trust’s ownership of certain securities, such as the right to participate in bankruptcy or other litigation. The Trustee shall follow the direction of Strategic Advisers or its agent regarding the investment and reinvestment of the Managed Assets. The Trustee shall have no authority or responsibility to review, question or countermand any instruction provided by Strategic Advisers to it, unless it has knowledge that by its action or failure to act, it will be participating in or undertaking to conceal a breach of fiduciary duty by Strategic Advisers.

                    (vi) The Trustee may execute such documents and powers of attorney as may be necessary to authorize Strategic Advisers or its agents, to exercise the investment management duties of Strategic Advisers.

30

                    (vii) It is acknowledged that the Strategic Advisers may appoint as its agent any entity, including FIIOC, that is also used by the Trustee in performing its duties hereunder without additional cost.

                    (viii) Neither the Trustee nor its affiliates performing recordkeeping and administrative services for the Plan shall have any obligation to provide any information concerning an electing Participant to Strategic Advisers (including, without limitation, any holdings of such Participant outside of the assets allocated to the Fidelity Retirement Plan Manager^® service), provided, however, that the Trustee and such affiliates shall be obligated to provide such data as will notify Strategic Advisers of an event terminating some or all of its management responsibilities for electing Participants.

(j) Collective Investment Funds Managed by the Trustee.

To the extent that the Committee selects as an investment option the Managed Income Portfolio II of the Group Trust, the Sponsor hereby (A) acknowledges that it has received from the Trustee a copy of the Group Trust, the Participation Agreement and the Declaration of Separate Fund for the Managed Income Portfolio II, and (B) adopts the terms of the Group Trust, the Participation Agreement and the Declaration of Separate Fund as part of this Agreement.

(k) Trustee Powers.

The Trustee shall have the following powers and authority:

                    (i) Subject to paragraphs (b) and (c) of this Section 5, to sell, exchange, convey, transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency, or propriety of any such sale or other disposition.

                    (ii) To cause any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees, or in the Trustee’s account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust.

                    (iii) To keep that portion of the Trust in cash or cash balances as the Committee or Administrator may, from time to time, deem to be in the best interest of the Trust.

                    (iv) To make, execute, acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted.

31

                    (v) To borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to process Plan transactions in a timely fashion; provided that the cost of such borrowing shall be allocated in a reasonable fashion to the investment fund(s) in need of liquidity. The Sponsor acknowledges that it has received the disclosure on the Trustee’s line of credit program and credit allocation policy and a copy of the text of Prohibited Transaction Class Exemption 2002-55 prior to executing this Agreement if applicable.

                    (vi) To settle, compromise, or submit to arbitration any claims, debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action, from the Trust if not paid by the Sponsor.

                    (vii) To employ legal, accounting, clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Sponsor.

                    (viii) To invest all or any part of the assets of the Trust in investment contracts and short term investments (including interest bearing accounts with the Trustee or money market mutual funds advised by affiliates of the Trustee) and in any collective investment trust or group trust, including any collective investment trust or group trust maintained by the Trustee, which then provides for the pooling of the assets of plans described in Section 401(a) and exempt from tax under Section 501(a) of the Code, or any comparable provisions of any future legislation that amends, supplements, or supersedes those sections, provided that such collective investment trust or group trust is exempt from tax under the Code or regulations or rulings issued by the Internal Revenue Service. The provisions of the document governing such collective investment trusts or group trusts, as it may be amended from time to time, shall govern any investment therein and are hereby made a part of this Trust Agreement.

                    (ix) To do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust.

Section 6. Recordkeeping and Administrative Services to Be Performed.

(a) General.

The Trustee shall perform those recordkeeping and administrative functions described in Schedule “A” attached hereto. These recordkeeping and administrative functions shall be performed within the framework of the Administrator’s written directions regarding the Plan’s provisions, guidelines and interpretations.

32

(b) Accounts.

The Trustee shall keep accurate accounts of all investments, receipts, disbursements, and other transactions hereunder, and shall report the value of the assets held in the Trust as of each Reporting Date. Within thirty (30) days following each Reporting Date or within sixty (60) days in the case of a Reporting Date caused by the resignation or removal of the Trustee, or the termination of this Agreement, the Trustee shall file with the Administrator a written account setting forth all investments, receipts, disbursements, and other transactions effected by the Trustee between the Reporting Date and the prior Reporting Date, and setting forth the value of the Trust as of the Reporting Date. Except as otherwise required under ERISA, upon the expiration of six (6) months from the date of filing such account, the Trustee shall have no liability or further accountability to the Administrator with respect to the propriety of its acts or transactions shown in such account (or any Participant-level report provided to a Participant), except with respect to such acts or transactions as to which a written objection shall have been filed with the Trustee within such six (6) month period; except to the extent that the Sponsor, Administrator or Committee cannot reasonably be expected to have discovered any failure, omission or error in such accounting after reviewing such account with reasonable care and diligence.

(c) Inspection and Audit.

Prior to the termination of this Agreement, all records generated by the Trustee in accordance with paragraphs (a) and (b), above, shall be open to inspection and audit by the Administrator or any persons designated by the Administrator, during the Trustee’s regular business hours. Upon the resignation or removal of the Trustee or the termination of this Agreement, the Trustee shall provide to the Sponsor, at no expense to the Sponsor, in the format regularly provided to the Sponsor, a statement of each Participant’s accounts as of the resignation, removal, or termination, and the Trustee shall provide to the Sponsor or the Plan’s new recordkeeper such further records as may be reasonably requested, at the Sponsor’s expense.

(d) Notice of Plan Amendment.

The Trustee’s provision of the recordkeeping and administrative services set forth in this Section 6 shall be conditioned on the Sponsor delivering to the Trustee a copy of any amendment to the Plan as soon as administratively feasible following the amendment’s adoption and on the Administrator providing the Trustee, on a timely basis, with all the information the Trustee deems necessary for it to perform the recordkeeping and administrative services set forth herein, and such other information as the Trustee may reasonably request.

33

(e) Returns, Reports and Information.

Except as set forth on Schedule “A”, the Administrator shall be responsible for the preparation and filing of all returns, reports, and information required of the Trust or Plan by law. The Trustee shall provide the Administrator with such information as the Administrator may reasonably request to make these filings. The Administrator shall also be responsible for making any disclosures to Participants required by law, except such disclosure as may be required under federal or state truth-in-lending laws with regard to Participant loans, which shall be provided by the Trustee or the Administrator, as applicable.

(f) Standard of Care.

Notwithstanding anything to the contrary in the Trust Agreement, the Trustee represents and warrants that at all times during the terms of this Trust Agreement, the Trustee will fulfill its obligations, including trustee and recordkeeping duties, in a manner consistent with the applicable fiduciary responsibility provisions of ERISA.

Section 7. Compensation and Expenses.

Sponsor shall pay to Trustee, within thirty (30) days of receipt of the Trustee’s bill, the fees for services in accordance with Schedule “B”. Fees for services are specifically outlined in Schedule “B” and are based on all of the assumptions identified therein. The Trustee shall maintain its fees for two (2) years; provided, however, in the event that the Plan characteristics referenced in the assumptions outlined in Schedule “B” change significantly by either falling below or exceeding current or projected levels, such fees shall be subject to revision. To reflect increased operating costs, Trustee may once each calendar year, but not prior to July 1, 2007, amend Schedule “B” with the Sponsor’s consent, which shall not be unreasonably withheld (taking into account the Sponsor’s fiduciary duties under ERISA to Participants) upon ninety (90) days prior notice to the Sponsor. Such increases in operating costs are shared by all sponsors of plans recordkept or trusteed by the Trustee.

All reasonable expenses of plan administration as shown on Schedule “B” attached hereto, as amended from time to time, shall be a charge against and paid from the appropriate Participants’ accounts, except to the extent such amounts are paid by the Sponsor in a timely manner.

All expenses of the Trustee relating directly to the acquisition and disposition of investments constituting part of the Trust, all taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon or in respect of the Trust or the income thereof, and any other reasonable expenses of Plan administration as determined and directed by the Administrator, shall be a charge against and paid from the appropriate Participants’ accounts.

34

Section 8. Directions and Indemnification.

(a) Identity of Administrator and Named Fiduciary.

The Trustee shall be fully protected in relying on the fact that the Named Fiduciary and the Administrator under the Plan are the individuals or entities named as such above or such other individuals or persons as the Sponsor may notify the Trustee in writing.

(b) Directions from Administrator.

Whenever the Administrator provides a direction to the Trustee, the Trustee shall not be liable for any loss or expense arising from the direction (i) if the direction is contained in a writing (or is oral and immediately confirmed in a writing) signed by any individual whose name and signature have been submitted (and not withdrawn) in writing to the Trustee by the Administrator in the form attached hereto as Schedule “D”, and (ii) if the Trustee reasonably believes the signature of the individual to be genuine, unless it is clear on the direction’s face that the actions to be taken under the direction would be prohibited by the fiduciary duty rules of Section 404(a) of ERISA or would be contrary to the terms of this Agreement. For purposes of this Section, such direction may also be made EDT or other electronic means in accordance with procedures agreed to by the Administrator and the Trustee; provided, however, that the Trustee shall be fully protected in relying on such direction as if it were a direction made in writing by the Administrator.

(c) Directions from Committee.

Whenever the Committee or Sponsor provides a direction to the Trustee, the Trustee shall not be liable for any loss or expense arising from the direction (i) if the direction is contained in a writing (or is oral and immediately confirmed in a writing) signed by any individual whose name and signature have been submitted (and not withdrawn) in writing to the Trustee by the Committee in the form attached hereto as Schedule “E” and (ii) if the Trustee reasonably believes the signature of the individual to be genuine, unless it is clear on the direction’s face that the actions to be taken under the direction would be prohibited by the fiduciary duty rules of Section 404(a) of ERISA or would be contrary to the terms of this Agreement. Such direction may also be made via EDT or other electronic means in accordance with procedures agreed to by the Committee and the Trustee; provided, however, that the Trustee shall be fully protected in relying on such direction as if it were a direction made in writing by the Committee.

35

(d) Co-Fiduciary Liability.

In any other case, the Trustee shall not be liable for any loss or expense arising from any act or omission of another fiduciary under the Plan except as provided in section 405(a) of ERISA.

(e) Indemnification.

The Sponsor and the Committee shall indemnify the Trustee against, and hold the Trustee harmless from, Losses, that may be incurred by, imposed upon, or asserted against the Trustee by reason of any claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plan or Trust, excepting only any and all Losses arising solely from the Trustee’s negligence, fraud, willful misconduct, bad faith, violation of ERISA or breach of this Agreement.

Anything hereinabove to the contrary notwithstanding, subject to the following paragraph, any obligation of the Sponsor to indemnify and hold harmless the Trustee against Losses shall be expressly conditioned on the Trustee giving prompt notice to the Sponsor of any such potential liability and the Trustee giving the Sponsor an opportunity to defend or settle the same by counsel selected by the Sponsor (with the consent of the Trustee). The Trustee shall promptly reimburse the Sponsor to the extent costs of the Trustee’s defense in any such lawsuit or claim where the court or other tribunal of competent jurisdiction hearing such lawsuit or claim determines that the Trustee materially breached this Agreement or committed an act or omission constituting negligence, bad faith, fraud or willful misconduct or a violation of ERISA. The Trustee shall have the right to retain its own counsel, in any such proceeding if it deems, in its reasonable judgment, its interests and the Sponsor’s to be sufficiently in conflict that they could not be represented by the same counsel.

The Trustee shall indemnify the Sponsor and the Committee against, and hold the Sponsor and the Committee harmless from, any and all Losses that may be incurred by, imposed upon, or asserted against the Sponsor by reason of any claim, regulatory proceeding, or litigation arising from Trustee’s negligence, fraud, willful misconduct, bad faith, a violation of ERISA or breach of this Agreement.

The Trustee shall also indemnify the Sponsor and the Committee against and hold the Sponsor harmless from any and all such Losses that may be incurred by, imposed upon, or asserted against the Sponsor solely as a result of i) any defects in the investment methodology embodied in the target asset allocation or model portfolio provided through Fidelity PortfolioPlanner^®, except to the extent that any such loss, damage, penalty, liability, cost or expense arises from information provided by the Participant, the Sponsor or third parties; or ii) any prohibited transactions resulting from the provision of Fidelity PortfolioPlanner^® by the Trustee.

36

In addition to any other indemnification provided to Trustee by Sponsor under this Agreement, Sponsor shall indemnify Trustee against, and hold Trustee harmless from, any and all Losses that may be incurred by, imposed upon, or asserted against Trustee by reason of any claim, regulatory proceeding, or litigation arising from Sponsor’s failure to provide, or delay in providing, information to Trustee necessary to effectuate the transfer of funds pursuant to the Auto-Debit service in Section 18(h) or any deficiency or lack of funds in any account from which Sponsor has directed Trustee to deduct payments under that section.

Anything hereinabove to the contrary notwithstanding, any obligation of the Trustee to indemnify and hold harmless the Sponsor or any member of the Committee against any Losses shall be expressly conditioned on the Sponsor or Committee giving prompt notice to the Trustee of any potential liability and the Sponsor or Committee giving the Trustee an opportunity to defend or settle the same by counsel selected by the Trustee (with the consent of the Sponsor or Committee). The Sponsor or Committee shall promptly reimburse the Trustee to the extent costs of the Sponsor or Committees’ defense in any such lawsuit or claim where the court or other tribunal of competent jurisdiction hearing such lawsuit or claim determines that the Sponsor or Committee materially breached this Agreement or committed an act or omission constituting negligence, bad faith, fraud or willful misconduct or a violation of ERISA. The Sponsor or Committee shall have the right to retain its own counsel at its expense in any such proceeding if it deems, in its reasonable judgment, its interests and the Trustee’s to be sufficiently in conflict that they could not be represented by the same counsel.

(f) Survival.

The provisions of this Section 8 shall survive the termination of this Agreement.

Section 9. Resignation or Removal of Trustee and Termination.

(a) Resignation and Removal.

The Trustee may resign at any time in accordance with the notice provisions set forth below. The Sponsor may remove the Trustee at any time in accordance with the notice provisions set forth below.

37

(b) Termination.

This Agreement may be terminated in full, or with respect to only a portion of the Plan (i.e., a “partial deconversion”) at any time by the Sponsor upon prior written notice to the Trustee in accordance with the notice provisions set forth below.

(c) Notice Period.

In the event either party desires to terminate this Agreement or any Services hereunder, the party shall provide at least sixty (60) days prior written notice of the termination date to the other party; provided, however, that the receiving party may agree, in writing, to a shorter notice period.

(d) Transition Assistance.

In the event of termination of this Agreement, if requested by Sponsor, the Trustee shall assist the Sponsor in developing a plan for the orderly transition of the Plan data, cash and assets then constituting the Trust and services provided by the Trustee hereunder to the Sponsor or its designee. The Trustee shall provide such assistance for a period not extending beyond sixty (60) days from the termination date of this Agreement. The Trustee shall provide to the Sponsor, or to any person designated by the Sponsor, at a mutually agreeable time, one file of the Plan data prepared and maintained by the Trustee in the ordinary course of business, in the Trustee’s format. The Trustee may provide other or additional transition assistance as mutually determined for additional fees, which shall be due and payable by the Sponsor prior to any termination of this Agreement.

(e) Failure to Appoint Successor.

If, by the termination date, the Sponsor has not notified the Trustee in writing as to the individual or entity to which the assets and cash are to be transferred and delivered, the Trustee may bring an appropriate action or proceeding for leave to deposit the assets and cash in a court of competent jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and expenses of the action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements.

38

Section 10. Successor Trustee.

(a) Appointment.

If the office of Trustee becomes vacant for any reason, the Sponsor may in writing appoint a successor trustee under this Agreement. The successor trustee shall have all of the rights, powers, privileges, obligations, duties, liabilities, and immunities granted to the Trustee under this Agreement. The successor trustee and predecessor trustee shall not be liable for the acts or omissions of the other with respect to the Trust.

(b) Acceptance.

As of the date the successor trustee accepts its appointment under this Agreement, title to and possession of the Trust assets shall immediately vest in the successor trustee without any further action on the part of the predecessor trustee, except as may be required to evidence such transition. The predecessor trustee shall execute all instruments and do all acts that may be reasonably necessary and requested in writing by the Sponsor or the successor trustee to vest title to all Trust assets in the successor trustee or to deliver all Trust assets to the successor trustee.

(c) Corporate Action.

Any successor to the Trustee or successor trustee, either through sale or transfer of the business or trust department of the Trustee or successor trustee, or through reorganization, consolidation, or merger, or any similar transaction of either the Trustee or successor trustee, shall, upon consummation of the transaction, become the successor trustee under this Agreement.

Section 11. Resignation, Removal, and Termination Notices.

All notices of resignation, removal, or termination under this Agreement must be in writing and mailed to the party to which the notice is being given by certified or registered mail, return receipt requested, to the Sponsor c/o Director, Benefits and HRIS Operations, and with copy to General Counsel, Expedia, Inc., 3150 139^th Avenue SE, Bellevue, Washington 98005, and to the Trustee c/o FESCo Business Compliance, Contracts Administration, 82 Devonshire Street, MM3H, Boston, Massachusetts 02109, or to such other addresses as the parties have notified each other of in the foregoing manner.

39

Section 12. Duration.

This Trust shall continue in effect without limit as to time, subject, however, to the provisions of this Agreement relating to amendment, modification, and termination thereof.

Section 13. Amendment or Modification.

This Agreement may be amended or modified at any time and from time to time only by an instrument executed by both the Sponsor and the Trustee. The individuals authorized to sign such instrument shall be those authorized by the Sponsor on Schedule “E.”

Section 14. Electronic Services.

               (a) The Trustee may provide communications and Electronic Services via electronic media, including, but not limited to NetBenefits, eWorkplace and Fidelity Plan Sponsor WebStation. The Sponsor agrees to use such Electronic Services only in the course of reasonable administration of or participation in the Plan and to keep confidential and not alter, publish, copy, broadcast, retransmit, reproduce, frame-in, link to, commercially exploit or otherwise redisseminate the Electronic Services, any content associated therewith, or any portion thereof (including, without limitation, any trademarks and service marks associated therewith), without the written consent of the Trustee. Notwithstanding the foregoing, the Trustee acknowledges that certain Electronic Services may, by their nature, be intended for non-commercial, personal use by Participants or their beneficiaries, with respect to their participation in the Plan, or for their other retirement or employee benefit planning purposes, and certain content may be intended or permitted to be modified by the Sponsor in connection with the administration of the Plan. In such cases, the Trustee will notify the Sponsor of such fact, and any requirements or guidelines associated with such usage or modification no later than the time of initial delivery of such Electronic Services. To the extent permission is granted to make Electronic Services available to administrative personnel designated by the Sponsor, it shall be the responsibility of the Sponsor to keep the Trustee informed as to which of the Sponsor personnel are authorized to have such access. Except to the extent otherwise specifically agreed by the parties, the Trustee reserves the right, upon notice when reasonably feasible, to modify or discontinue Electronic Services, or any portion thereof, at any time.

40

               (b) Without limiting the responsibilities of the Trustee or the rights of the Sponsor stated elsewhere in this Agreement, Electronic Services shall be provided to the Sponsor without acceptance of legal liability related to or arising out of the electronic nature of the delivery or provision of such Services. To the extent that any Electronic Services utilize Internet services to transport data or communications, the Trustee will take, and the Sponsor agrees to follow, reasonable security precautions. However, the Trustee disclaims any liability for interception of any such data or communications. The Trustee reserves the right not to accept data or communications transmitted electronically or via electronic media by the Sponsor or a third party if it determines that the method of delivery does not provide adequate data security, or if it is not administratively feasible for the Trustee to use the data security provided. The Trustee shall not be responsible for, and makes no warranties regarding access, speed or availability of Internet or network services, or any other service required for electronic communication, nor does the Trustee make any warranties, express or implied, and specifically disclaims all warranties of merchantability, fitness for a particular purpose, or non-infringement. The Trustee shall not be responsible for any loss or damage related to or resulting from any changes or modifications to the Electronic Services made in violation of this Agreement.

               (c) The Sponsor acknowledges that certain web sites through which the Electronic Services are accessed may be protected by passwords or require a login and the Sponsor agrees that neither the Sponsor nor, where applicable, Participants, will obtain or attempt to obtain unauthorized access to such Services or to any other protected materials or information, through any means not intentionally made available by the Trustee for the specific use of the Sponsor. To the extent that a personal identification number (PIN) is necessary for access to the Electronic Services, the Sponsor and/or its Participants, as the case may be, are solely responsible for all activities that occur in connection with such PINs.

               (d) The Trustee will provide to Participants the FullView^SM service via NetBenefits, through which Participants may elect to consolidate and manage any retirement account information available through NetBenefits as well as External Account Information. To the extent not provided by the Trustee or its affiliates, the data aggregation service will be provided by Yodlee.com, Inc. or such other independent provider as the Trustee may select, pursuant to a contract that requires the provider to take appropriate steps to protect the privacy and confidentiality of information furnished by users of the service. The Sponsor acknowledges that Participants who elect to use FullView^SM must provide passwords and PINs to the provider of data aggregation services. The Trustee will use External Account Information to furnish and support FullView^SM or other services provided pursuant to this Agreement, and as otherwise directed by the Participant. The Trustee will not furnish External Account Information to any third party, except pursuant to subpoena or other applicable law. The Sponsor agrees that the information accumulated through FullView^SM shall not be made available to the Sponsor, provided,

41

however, that the Trustee shall provide to the Sponsor, upon request, aggregate usage data that contains no personally identifiable information.

Section 15. Assignment.

This Agreement, and any of its rights and obligations hereunder, may not be assigned by any party without the prior written consent of the other party(ies), and such consent may be withheld in any party’s sole discretion. Notwithstanding the foregoing, Trustee may assign this Agreement in whole or in part, and any of its rights and obligations hereunder, to a subsidiary or affiliate of Trustee without consent of the Sponsor. All provisions in this Agreement shall extend to and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 16. Force Majeure.

No party shall be deemed in default of this Agreement to the extent that any delay or failure in performance of its obligation(s) results, without its fault or negligence, from any cause beyond its reasonable control, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, power outages or strikes. This clause shall not excuse any of the parties to the Agreement from any liability which results from failure to have in place reasonable disaster recovery and safeguarding plans adequate for protection of all data each of the parties to the Agreement are responsible for maintaining for the Plan.

Section 17. Confidentiality.

Both parties to this Agreement recognize that in the course of implementing and providing the services described herein, each party may disclose to the other Confidential Information. All such Confidential Information, individually and collectively, and other proprietary information disclosed by either party shall remain the sole property of the party disclosing the same, and the receiving party shall have no interest or rights with respect thereto if so designated by the disclosing party to the receiving party. Each party agrees to maintain all such Confidential Information in trust and confidence to the same extent that it protects its own proprietary information, and not to disclose such Confidential Information to any third party without the written consent of the other party. Each party further agrees to take all reasonable

42

precautions to prevent any unauthorized disclosure of Confidential Information. In addition, each party agrees not to disclose or make public to anyone, in any manner, the terms of this Agreement, except as required by law, without the prior written consent of the other party.

Section 18. General.

(a) Performance by Trustee, its Agents or Affiliates.

The Sponsor acknowledges and authorizes that the services to be provided under this Agreement shall be provided by the Trustee, its agents or affiliates, including but not limited to FIIOC, FBSLLC, or the successor to any of them, and that certain of such services may be provided pursuant to one or more separate contractual agreements or relationships.

(b) Entire Agreement.

This Agreement together with the schedules attached hereto, which are hereby incorporated by reference herein, contains all of the terms agreed upon between the parties with respect to the subject matter hereof.

(c) Waiver.

No waiver by either party of any failure or refusal to comply with an obligation hereunder shall be deemed a waiver of any other obligation hereunder or any subsequent failure or refusal to comply with any other obligation hereunder.

(d) Successors and Assigns.

The stipulations in this Agreement shall inure to the benefit of, and shall bind, the successors and assigns of the respective parties.

(e) Partial Invalidity.

If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

43

(f) Section Headings.

The headings of the various sections and subsections of this Agreement have been inserted only for the purposes of convenience and are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

(g) Communications.

For any Participant communications which are prepared solely by the Sponsor, the Sponsor represents that such communications will include all necessary information required by the regulations under ERISA §404(c). The Trustee shall request and the Sponsor shall provide all information regarding the content of the communications necessary to allow the Trustee to meet its obligations under this Agreement. The Trustee shall have no liability for any loss resulting from the Sponsor’s failure to communicate in a manner that would afford the fiduciaries protection under the ERISA §404(c) regulations.

For any Participant communications which are furnished solely by the Sponsor, whether prepared by the Sponsor or the Trustee, the Sponsor represents that such communications will be furnished to all Participants and beneficiaries in a manner that is consistent with ERISA including, but not limited to, any applicable provisions added by the Sarbanes-Oxley Act or otherwise required by law to afford fiduciaries protection under the ERISA §404(c) regulations. For any Participant communications which are furnished in part by the Sponsor, whether prepared by the Sponsor or the Trustee, the Sponsor represents that such communications will be furnished to all designated Participants and beneficiaries in a manner that is consistent with ERISA including, but not limited to, any applicable provisions added by the Sarbanes-Oxley Act or otherwise required by law to afford fiduciaries protection under the ERISA §404(c) regulations. Communications may be furnished electronically as long as such delivery is consistent with ERISA regulations regarding electronic transmission (§ 2501.104b-1) and any future applicable guidance. The Trustee and its affiliates shall have no liability for any Losses resulting from failure of the Sponsor to furnish any communications in a manner consistent with ERISA, the Sarbanes-Oxley Act or other applicable law.

The Sponsor shall indemnify the Trustee against, and hold the Trustee harmless from, Losses that may be incurred by, imposed upon, or asserted against the Trustee by reason of any claim, regulatory proceeding, or litigation arising from the content and furnishing of materials prepared solely by the Sponsor, or the lack thereof, or arising from the furnishing of materials by the Sponsor, or the lack thereof.

44

(h) Auto-Debit.

Notwithstanding anything herein to the contrary, Sponsor hereby directs Trustee to request and receive payments in connection with contributions, loan repayments, and other payments made to the Plan through the ACH via an electronic funds transfer from Sponsor’s bank account as the Sponsor shall direct Trustee in writing. Sponsor agrees that it shall be solely responsible for assuring that Trustee is in receipt of the information necessary to effectuate the transfer of funds pursuant to this paragraph and that the bank account described under this paragraph or any subsequent directions to the Trustee contains sufficient funds to satisfy Trustee’s ACH request. Funds received via an electronic funds transfer will be credited to Participant’s accounts the day they are received by Trustee, if received prior to the close of the NYSE’s business day.

Section 19. Data Protection.

In order to fulfill its obligations under this Agreement, the Trustee may receive personal data, including but not limited to, compensation, benefits, tax, marital/family status and other similar information, about Participants (“Personal Data”). With respect to Personal Data it receives, the Trustee agrees to (i) safeguard Personal Data in accordance with its privacy policy, and (ii) exercise the same standard of care in safeguarding such Personal Data that it uses to protect the personal data of its own employees. Notwithstanding the foregoing, the Sponsor may monitor the Trustee’s interactions with Participants for the purpose of evaluating Trustee’s services.

The Sponsor hereby authorizes the Trustee to provide the Sponsor’s employees with information about comprehensive financial planning services, including but not limited to savings accumulation, financial planning and services, guidance and retirement income management (portions of which may be provided by FBSLLC or another affiliate of Trustee). Such programs may include print communication material, email, employee workshops and/or outbound informational phone calls.

The Sponsor acknowledges that as part of this program, employees may provide consent to release their individual Plan data to the Trustee or its affiliates and may also consent to additional Fidelity services.

45

Section 20. Governing Law.

(a) Massachusetts Law Controls.

Except as provided to the contrary hereunder, this Agreement is being made in the Commonwealth of Massachusetts, and the Trust shall be administered as a Massachusetts trust, and the validity, construction, effect, and administration of this Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, except to the extent those laws are superseded under section 514 of ERISA.

(b) Trust Agreement Controls.

The Trustee is not a party to the Plan, and in the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of this Agreement shall control.

Section 21. Plan Qualification.

The Plan is intended to be qualified under section 401(a) of the Code and the Trust established hereunder is intended to be tax-exempt under section 501(a) of the Code. The Sponsor represents that to the extent Participants are able to instruct the investment of their account, the Plan is intended to constitute a plan described in section 404(c) of ERISA and Title 29 of the Code of Federal Regulations Section 2550.404c-1. A confirmation of the Plan’s current qualified status is attached hereto as Schedule “F,” and the Sponsor shall provide proof of the Plan’s continued qualification upon request by the Trustee. The Sponsor has the sole responsibility for ensuring the Plan’s qualified status and full compliance with the applicable requirements of ERISA. The Sponsor hereby certifies that it has furnished to the Trustee a complete copy of the Plan and all amendments thereto in effect as of the date of this Agreement. The Trustee acknowledges that the Plan is intended to be subject to Section 404(c) of ERISA. Notwithstanding any provision in this paragraph to the contrary, if the Trustee receives any investment direction that appears to the Trustee to be incomplete or unclear, the Trustee shall not be required to act on such instructions, except that the Trustee shall invest the applicable funds in the investment fund specified by the Committee on Schedule “C”.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

46

EXPEDIA, INC.
By:
Name:
Title:
Date:
FIDELITY MANAGEMENT TRUST COMPANY
By:
	FMTC Authorized Signatory
Name:
Date:

47

SCHEDULES

SCHEDULE “A” — Administrative Services

Administration

*	Establishment and maintenance of Participant account and election percentages.
*	Maintenance of the Plan investment options set forth on Schedule “C.”
*	Maintenance of the money classifications set forth in the Plan Administration Manual.
*	The Trustee will provide the recordkeeping and administrative services set forth on this Schedule “A” or as otherwise agreed to in writing (or by means of a secure electronic medium) between Sponsor and Trustee. The Trustee may unilaterally add or enhance services, provided there is no impact on the fees set forth in Schedule “B.”

A) Participant Services

1.	Participant service representatives are available each business day from 8:30 a.m. ET — 8:00 p.m. in the Participant’s time zone in the continental United States to provide toll free telephone service for Participant inquiries and transactions.
2.	Through the automated voice response system and on-line account access via the world wide web, Participants also have virtually 24 hour account inquiry and transaction capabilities.
3.	For security purposes, all calls are recorded. In addition, several levels of security are available including the verification of a PIN or such other personal identifier as may be agreed to from time to time by the Sponsor and the Trustee.
4.	The following services are available via the telephone or such other electronic means as may be agreed upon from time to time by the Sponsor and the Trustee:

• Enroll new Participants. Confirmation of enrollment will be provided on-line or if requested, by mail (generally within five (5) calendar days of the request).

• Provide Plan investment option information.

• Provide and maintain information and explanations about Plan provisions.

• Respond to requests for literature.

• Allow Participants to change their deferral and after-tax percentages and establish/change catch-up contributions, if applicable. Provide updates via EDT for the Sponsor to apply to its payrolls accordingly.

• Maintain and process changes to Participants’ contribution allocations for all money sources.

• Process exchanges (transfers) between investment options on a daily basis.

48

• Process in-service withdrawals, hardship withdrawals, and full distributions as directed by the Sponsor, in accordance with the procedures set forth in the Plan Administration Manual.

• Consult with Participants on various loan scenarios and process loan requests (including loans for the purchase of a primary residence, if applicable) as directed by the Sponsor, in accordance with procedures set forth in the Plan Administration Manual.

B) Plan Accounting

1.	Process consolidated payroll contributions according to the Sponsor’s payroll frequency via EDT, consolidated magnetic tape or diskette. The data format will be provided by Trustee.
2.	Maintain and update employee data necessary to support Plan administration. The data will be submitted according to payroll frequency.
3.	Provide daily Plan and Participant level accounting for all Plan investment options.
4.	Provide daily Plan and Participant level accounting for all money classifications for the Plan.
5.	Audit and reconcile the Plan and Participant accounts daily.
6.	Reconcile and process Participant withdrawal requests and distributions as approved and directed by the Sponsor. All requests are paid based on the current market values of Participants’ accounts, not advanced or estimated values. A distribution report will accompany each check.
7.	Track individual Participant loans; process loan withdrawals; re-invest loan repayments; and prepare and deliver comprehensive reports to the Sponsor to assist in the administration of Participant loans.
8.	Maintain and process changes to Participants’ deferral percentage and prospective and existing investment mix elections.

C) Participant Reporting

1.	Provide confirmation to Participants of all Participant initiated transactions either online or via the mail. Online confirms are generated upon submission of a transaction and mail confirms are available by mail within three to five calendar days of the transaction.
2.	Provide Participants with opportunity to generate electronic statements via NetBenefits for activity for the requested time period. Upon Participant request, Fidelity will provide paper statements to the Participant via first class mail.
3.	Provide Participants with required Code Section 402(f) notification for distributions from the Plan. This notice advises Participants of the tax consequences of their Plan distributions.

49

4. Provide Participants with required Code Section 411(a)(11) notification for distributions from the Plan. This notice advises Participants of the normal and optional forms of payment of their Plan distributions.

D) Plan Reporting

1. Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last business day of the month. The report will be delivered not later than twenty (20) calendar days after the end of each month in the absence of unusual circumstances.

E) Government Reporting

1. Process year-end tax reports for Participants — Forms 1099-R, as well as financial reporting to assist in the preparation of Form 5500.

F) Communication & Education Services

1.

Design, produce and distribute a customized comprehensive communications program for employees. The program may include multimedia informational materials, investment education and planning materials, access to Fidelity’s homepage on the internet and STAGES magazine. Additional fees for such services may apply as mutually agreed upon between Sponsor and Trustee.

2.

Provide Fidelity PortfolioPlanner® an internet-based educational service for Participants that generates target asset allocations and model portfolios customized to investment options in the Plan based upon methodology provided by Strategic Advisers, Inc., an affiliate of the Trustee. The Sponsor acknowledges that it has received the ADV Part II for Strategic Advisers, Inc. more than 48 hours prior to executing the Trust agreement.

G) Other

1.	Non-Discrimination Testing: Perform non-discrimination limitation testing upon request. In order to obtain this service, the client shall be required to provide the information identified in the Fidelity Discrimination Testing Package Guidelines. Any fees and restrictions associated with this testing service shall be addressed in such guidelines.
2.	Plan Sponsor Webstation: The Fidelity Participant Recordkeeping System is available on-line to the Sponsor via the Plan Sponsor Webstation. PSW is a graphical, Windows-based application that provides current plan and Participant-level information, including indicative data, account balances, activity and history. The Sponsor agrees that PSW access will not be granted to third parties without the prior consent of the Trustee.
3.	Change of Address by Telephone: The Trustee shall allow terminated and retired Participants to make address changes via Fidelity’s toll-free telephone service.
4.	Roll-In Processing. The Trustee shall process the qualification of rollover contributions to the Trust. The procedures for qualifying a rollover are directed by the Sponsor and the Trustee shall accept or deny each rollover based upon the Plan’s written criteria and any written guidelines provided by the Sponsor and documented in the Plan Administration Manual.

50

	Requests that do not meet the specified criteria will be returned to the Participant with further explanation as to why the request cannot be processed. If the Sponsor or the Trustee determine that a request is not a valid rollover, the full amount of the requested rollover will be distributed to the Participant.
5.	Minimum Required Distributions: Monitor and process minimum required distribution (“MRD”) amounts as follows: the Trustee shall notify the MRD Participant and, upon notification from the MRD Participant, shall use the MRD Participant’s information to process their distribution. If the MRD Participant has terminated employment and does not respond to the Trustee’s notification, the Sponsor hereby directs the Trustee to automatically begin the required distribution for the MRD Participant. In the case of any other MRD Participant who does not respond to the Trustee’s notification, the Trustee shall not proceed with the distribution.
6	Qualified Domestic Relations Order Processing: The Trustee will provide Qualified Domestic Relations Order support by supplying interested parties with plan and benefit information, suspending payments upon notification that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator.

EXPEDIA, INC.		FIDELITY MANAGEMENT TRUST COMPANY
By:		By:
	Date		FMTC Authorized Signatory                    Date

51

SCHEDULE “B” — Fee Schedule

Annual Participant Fee:	$3.00 per Participant*, billed and payable quarterly.
Loan Fee:	Establishment fee of $100.00 per loan account; annual fee of $15.00 per loan account.
Minimum Required Distribution:	$25.00 per Participant per MRD Withdrawal.
In-Service Withdrawals:	$20.00 per withdrawal.
Return of Excess Contribution Fee:	$25.00 per Participant, one-time charge per calculation and check generation.
Non-Discrimination Testing:	$3,200 fee annually.
Non-Fidelity Mutual Funds:	Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at http://psw.fidelity.com or a successor site.
Self Directed Brokerage:	Fidelity BrokerageLink Plan Related Account Fee:
	Annual Account Fee of $100 per account within each plan per year. To be calculated and deducted quarterly from the SPO if sufficient funds are available in the SPO. If there are insufficient funds in the SPO, fees shall be deducted from the BrokerageLink Core Account. Fidelity BrokerageLink Plan account minimum initial investment is $2,500; subsequent transfer minimum is $1,000. Brokerage fees and commissions for individual trades will be charged in accordance with a separate commission schedule.
Signature Ready 5500:	The fee is $1,000 per 5500 if all required information is submitted within 51/2 months following the Plan’s year-end. If all required

52

	information is not received until after 51/2 months following the Plan’s year-end, there will be an additional $1,000 late processing charge per Plan affected. Any revisions requested by the Plan Sponsor after Fidelity has initially prepared and submitted the Form 5500 to the Plan Sponsor will be processed at a rate of $100 per hour.
DRO Qualification:	The “standard” Order review fees are as follows: $300 for the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “standard” DRO is an order that references one defined contribution plan only. The fees for “complex” Orders are as follows: $900 for the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,800 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “complex” Order is an Order that references a defined benefit plan or multiple plans (defined benefit and/or defined contribution, in any combination). Any revisions to these fees will be reflected in an updated Service Authorization Agreement for the DRO qualification service which will be provided by the Trustee to the Sponsor for execution.
Fidelity Retirement Plan Manager:	The fees for Fidelity Retirement Plan Manager® are set forth in the Investment Management Agreement set forth as Schedule “P” hereto.
	Unless paid by the Sponsor or deducted from the Plan pursuant to alternative, valid direction from the Plan’s Named Fiduciary, the quarterly fees for Fidelity Retirement Plan Manager® applicable to each Participant will be calculated, based on a Participant’s daily balances for all days not previously billed, generally on the 25th day (or next available Business Day) of the final month of the Participant statement cycle quarter. The Trustee shall redeem investments in the amount of such fee pro rata from the investment options in the electing Participant’s Plan account

53

on the Business Day following the fee calculation. This amount will be noted on the Participant’s statement. In the event a Participant’s participation in the service is terminated before the end of a quarter, the fee will be prorated based on the number of days the account was managed during the quarter. Failure to deduct fees shall not constitute a fee waiver.

•

Other Fees: separate charges may apply for extraordinary expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. The Administrator may withdraw reasonable administrative fees from the Trust by written direction to Fidelity.

*

This fee will be imposed pro rata for each calendar quarter, or any part thereof, that it remains necessary to keep a Participant’s account(s) as part of the Plan’s records, e.g., vested, deferred, forfeiture, top-heavy and terminated Participants who must remain on file through calendar year-end for 1099-R reporting purposes.

Stock Administration Fee:

To the extent that assets are invested in Sponsor Stock, 0.15% (15 basis points) of such assets in the Trust payable pro rata quarterly on the basis of such assets as of the calendar quarter’s last valuation date, but no less than $20,000 nor more than $50,000 per year.

To the extent that assets are invested in IAC Stock, 0.10% (10 basis points) of such assets in the Trust payable pro rata quarterly on the basis of such assets as of the calendar quarter’s last valuation date, but no less than $10,000 nor more than $35,000 per year.

Note: These fees have been negotiated and accepted based on the following Plan characteristics: current plan assets of $ 57 million, current participation of 4400 Participants, current stock assets of $ 1 million, total Fidelity actively managed Mutual Fund assets of $ 45.7 million, total Fidelity non-actively managed Mutual Fund assets of $ 5 million, and total Non-Fidelity Mutual Fund assets of $ 5.3 million. Fees will be subject to revision if these Plan characteristics change significantly by either falling below or exceeding current or projected levels. Fees also have been based on the use of up to 28 investment options, and such fees will be subject to revision if additional investment options are added

54

EXPEDIA, INC.		FIDELITY MANAGEMENT TRUST COMPANY
By:		By:
	Date		FMTC Authorized Signatory                    Date

55

SCHEDULE “C” — Investment Options

     In accordance with Section 5(b), the Committee hereby directs the Trustee that Participants’ individual accounts may be invested in the following investment options:

• Fidelity Contrafund^®

• Fidelity Equity-Income Fund

• Fidelity Investment Grade Bond Fund

• Fidelity Blue Chip Growth Fund

• Fidelity Low-Priced Stock Fund

• Fidelity Diversified International Fund

• Fidelity Dividend Growth Fund

• Fidelity Mid-Cap Stock Fund

• Fidelity Freedom Income Fund^®

• Fidelity Freedom 2000 Fund^®

• Fidelity Freedom 2005 Fund^®

• Fidelity Freedom 2010 Fund^®

• Fidelity Freedom 2015 Fund^®

• Fidelity Freedom 2020 Fund^®

• Fidelity Freedom 2025 Fund^®

• Fidelity Freedom 2030 Fund^®

• Fidelity Freedom 2035 Fund^®

• Fidelity Freedom 2040 Fund^®

• Spartan^® U.S. Equity Index Fund

• Managed Income Portfolio II

• BrokerageLink

• Morgan Stanley Institutional Fund, Inc. Small Company Growth Portfolio — Class B

• Lord Abbett Developing Growth Fund, Inc. — Class A

• Royce Low-Priced Stock Fund — Investment Class

• Dodge & Cox International Stock Fund

• Goldman Sachs Small Cap Value Fund — Institutional Class

• IAC Stock Fund (frozen to incoming contributions and exchanges in )

• Expedia, Inc. Stock Fund

56

     The Committee hereby directs that the investment option referred to in Section 5(c) , Section 5(e)(vi)(B)(5) and Section 5(f)(vi)(B)(5) shall be the Fidelity Freedom Income Fund.

EXPEDIA, INC.
By:
	Date

57

SCHEDULE “D” — Authorized Signers (Administrator)

[Sponsor’s Letterhead]

[Date]

Ms. Joann E. Flaminio
FESCo Business Compliance
Contracts Administration
82 Devonshire Street, MM3H
Boston, MA 02109

Expedia Retirement Savings Plan

*** NOTE: This schedule should contain names and signatures for ALL individuals who will be providing directions to Fidelity representatives in connection with the Plan.

Fidelity representatives will be unable to accept directions from any individual whose name does not appear on this schedule.***

Dear Ms. Flaminio:

     This letter is sent to you in accordance with Section 8(b) of the Trust Agreement, dated as of July 1, 2005, between Expedia, Inc. and Fidelity Management Trust Company. [I or We] hereby designate [name of individual], [name of individual], and [name of individual], as the individuals who may provide directions on behalf of the Administrator upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such.

     You may rely upon each designation and certification set forth in this letter until [I or we] deliver to you written notice of the termination of authority of a designated individual.

Very truly yours,

EXPEDIA, INC.
 

By:  

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

58

SCHEDULE “E” — Authorized Signers (Named Fiduciary)

[Sponsor’s Letterhead]

[Date]

Ms. Joann E. Flaminio
FESCo Business Compliance
Contracts Administration
82 Devonshire Street, MM3H
Boston, MA 02109

Expedia Retirement Savings Plan

*** NOTE: This schedule should contain names and signatures for ALL individuals who will be providing directions to Fidelity representatives in connection with the Plan.

Fidelity representatives will be unable to accept directions from any individual whose name does not appear on this schedule.***

Dear Ms. Flaminio:

     This letter is sent to you in accordance with Section 8(c) of the Trust Agreement, dated as of July 1, 2005, between Expedia, Inc. and Fidelity Management Trust Company. [I or We] hereby designate [name of individual], [name of individual], and [name of individual], as the individuals who may provide directions on behalf of the Named Fiduciary upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such.

     You may rely upon each designation and certification set forth in this letter until [I or we] deliver to you written notice of the termination of authority of a designated individual.

Very truly yours,

EXPEDIA, INC.
 

By:  

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

59

SCHEDULE “F” — Statement of Qualified Status

[Law Firm Letterhead]

**Note: This Schedule is not necessary if the Plan’s IRS determination letter is not more than two (2) years old.

Ms. Joann E. Flaminio
FESCo Business Compliance
Contracts Administration
82 Devonshire Street, MM3H
Boston, MA 02109

Expedia Retirement Savings Plan

Dear Ms. Flaminio:

     In accordance with your request, this letter sets forth our opinion with respect to the qualified status under section 401(a) of the Internal Revenue Code of 1986 (including amendments made by the Employee Retirement Income Security Act of 1974) (the “Code”), of the [name of plan], as amended to the date of this letter (the “Plan”).

     The material facts regarding the Plan as we understand them are as follows. The most recent favorable determination letter as to the Plan’s qualified status under section 401(a) of the Code was issued by the [location of Key District] District Director of the Internal Revenue Service and was dated [date] (copy enclosed). The version of the Plan submitted by [name of company] (the “Company”) for the District Director’s review in connection with this determination letter did not contain amendments made effective as of [date]. These amendments, among other matters, [brief description of amendments]. [Subsequent amendments were made on [date] to amend the provisions dealing with [brief description of amendments].]

     The Company has informed us that it intends to submit the Plan to the [location of Key District] District Director of the Internal Revenue Service and to request from him a favorable determination letter as to the Plan’s qualified status under section 401(a) of the Code. The Company may have to make some modifications to the Plan at the request of the Internal Revenue Service in order to obtain this favorable determination letter, but we do not expect any of these modifications to be material. The Company has informed us that it will make these modifications.

     Based on the foregoing statements of the Company and our review of the provisions of the Plan, it is our opinion that the Internal Revenue Service will issue a favorable determination letter as to the qualified status of the Plan, as modified at the request of the Internal Revenue Service, under section 401(a) of the Code, subject to the customary condition that continued qualification of the Plan, as modified, will depend on its effect in operation.

     [Furthermore, in that the assets are in part invested in common stock issued by the Company or an affiliate, it is our opinion that the Plan is an “eligible individual account plan” (as defined under Section 407(d)(3) of ERISA) and that the shares of common stock of the Company held and to be purchased under the Plan are “qualifying employer securities” (as defined under Section 407(d)(5) of ERISA). Finally, it is our opinion that interests in the Plan are not required to be registered under the Securities Act of 1933, as amended, or, if such registration is required, that such interests are effectively registered under said Act.]

60

Sincerely, [name of law firm]
By:	[signature]
	[name of partner]

61

SCHEDULE “G” — Exchange Guidelines

The following exchange guidelines are currently employed by FIIOC.

Participants may initiate exchanges, via a Fidelity Participant service representative, from 8:30 a.m. (ET) to 8:00 p.m. in the Participant’s time zone in the continental United States on each Business Day.

Participants may initiate exchanges subject to the rules listed below for the Sponsor and the IAC Stock Funds, subject to the rules listed below for BrokerageLink, via VRS and the internet (NetBenefits^SM) virtually 24 hours a day.

Fidelity Retirement Plan Manager

A Participant may only elect to participate in Fidelity Retirement Plan Manager^® following a telephone conversation with a Fidelity service representative. After the conclusion of any Participant Recordkeeping Reconciliation Period, exchanges shall be made at the NAV next calculated after a Participant has provided In Good Order all information necessary for the service to determine an appropriate target asset mix and model portfolio, and the receipt of his or her election to participate in the service has been confirmed by a Fidelity service representative. A Participant may elect to terminate participation in Fidelity Retirement Plan Manager^® via telephone conversation with a Fidelity service representative, and such termination shall be effective immediately when Fidelity confirms receipt of such instruction, provided that if any exchange transactions are pending at the time the Participant elects to terminate the service, the pending transactions shall be processed at the market close on such date unless the Participant requests cancellation of such transactions. In the absence of such pending transactions, a Participant may request exchanges immediately, and such transactions shall be implemented in accordance with the guidelines set out herein for such investment option. For so long as a Participant participates in the Fidelity Retirement Plan Manager^® service, he or she may not make exchanges in his or her account (except for assets held in sponsor stock).

FIIOC reserves the right to change these exchange guidelines at its discretion.

Exchanges shall be subject to Plan rules, and the Exchange Guidelines provided below shall apply to sources and funds to the extent eligible for Participant-directed purchases and/or sales.

Note: The NYSE’s normal closing time is 4:00 p.m. (ET); in the event the NYSE closes before such time or alters its closing time, all references below to 4:00 p.m. (ET) shall mean the actual or altered closing time of the NYSE.

62

General Rule for Plan Investment Options

Exchanges Between Plan Investment Options

Except as otherwise described below, exchanges between Plan investment options are processed on a daily cycle, market conditions permitting. Participants may contact Fidelity on any day to initiate an exchange between the Plan’s investment options. If the request is confirmed before the close of the market (generally 4:00 p.m. (ET)), on a Business Day, it will receive that day’s trade date. Requests confirmed after the close of the market on a Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis.

Exceptions or Other Restrictions

Sponsor Stock:

	The following rules apply to any Participant-initiated exchange unless the Sponsor has directed the Trustee in writing to treat such exchanges as batch activity.
•	Exchanges from Other Investment Options into Sponsor Stock
	Exchanges from a Plan investment option into Sponsor Stock will be processed after execution of the buy trade, at the next calculated NAV of the Plan investment option.
	Sponsor Stock will be reflected in the Participant’s individual account in the Plan on the Business Day following execution of the trade.
•	Exchanges from Sponsor Stock into Other Plan Investment Options
	Exchanges out of Sponsor Stock will be processed after execution of the sell trade. Except as otherwise provided in this Schedule, the subsequent exchange into the other Plan investment option will be processed upon settlement day of the sell trade, at the last calculated NAV for such date.
	Shares of the other Plan investment option will be reflected in the Participant’s account on the following Business Day.
•	Additional Real Time Trading Restrictions
	All exchange requests involving Sponsor Stock must be made in shares of stock, even if the Plan allows for percentage and dollar amount exchanges. If a Participant wishes to exchange out his or her entire balance in Sponsor Stock (or, if applicable, his or her entire balance in Sponsor Stock in a single source), the associated trade must be placed in whole shares, and fractional shares will be processed at the price determined by the Participant-directed trade. Exchange requests accompanied by certain order types may not be accepted outside of normal trading

63

hours. Trade requests accompanying exchange requests that do not adhere to the Trustee’s standard guidelines, or that would violate securities exchange rules, may result in rejection or cancellation of the associated exchange request.

Exchanges from one stock fund to another, or from a Participant-directed brokerage account to Sponsor Stock are not permitted.

Exchanges into Sponsor Stock shall be subject to minimum reserves on the investment option used to fund the exchange, as established by the Trustee from time to time (or such higher reserves as the Sponsor directs in writing). Exchanges in excess of the minimum reserve are prohibited.

IAC Stock:

	The following rules apply to any Participant-initiated exchange unless the Sponsor has directed the Trustee in writing to treat such exchanges as batch activity.
•	Exchanges from IAC Stock into Other Plan Investment Options
	Exchanges out of IAC Stock will be processed after execution of the sell trade. Except as otherwise provided in this Schedule, the subsequent exchange into the other Plan investment option will be processed upon settlement day of the sell trade, at the last calculated NAV for such date.
	Shares of the other Plan investment option will be reflected in the Participant’s account on the following Business Day.
•	Additional Real Time Trading Restrictions
	All exchange requests involving IAC Stock must be made in shares of stock, even if the Plan allows for percentage and dollar amount exchanges. If a Participant wishes to exchange out his or her entire balance in IAC Stock (or, if applicable, his or her entire balance in IAC Stock in a single source), the associated trade must be placed in whole shares, and fractional shares will be processed at the price determined by the Participant-directed trade. Exchange requests accompanied by certain order types may not be accepted outside of normal trading hours. Trade requests accompanying exchange requests that do not adhere to the Trustee’s standard guidelines, or that would violate securities exchange rules, may result in rejection or cancellation of the associated exchange request.
	Exchanges from one stock fund to another, or from a Participant-directed brokerage account to IAC Stock are not permitted.
	Competing Fund Restriction:

• Equity Wash

• Participants will not be permitted to make direct transfers between the Managed Income Portfolio II into a competing fund. Participants who wish to exchange between the Managed Income Portfolio II into a competing fund must first exchange

64

into a non-competing fund for a period of 90 days.

65

BrokerageLink Option:

•	Exchanges from Investment Options (Standard Plan Option) into BrokerageLink Option
	If a request to exchange into BrokerageLink is confirmed before the close of the market (generally 4:00 p.m. ET) on any Business Day, the SPO investment option redemption will receive that day’s trade date and the purchase into the BrokerageLink Core Account will receive the next Business Day’s trade date. Requests confirmed after the close of the market on a Business Day will be processed on a next Business Day basis.
	For exchanges initiated via any of the available channels, (NetBenefits, VRS or a Participant Services Representative) 100% of the exchanged amount will be available for trading the next Business Day. Although none of the exchanged amount will be available for trading until the next Business Day for exchanges initiated via NetBenefits or VRS, 90% of the assets will be immediately available to trade through a brokerage representative if the exchange is initiated via a Participant Services Representative.
•	Exchanges from BrokerageLink Option into Mutual Funds (Standard Plan Option)
	Each Plan must designate one of the SPO investment options as the SPO Default Fund. Participants exchanging from the BrokerageLink option into other SPO investment options will have no choice as to where these assets are invested upon transfer from BrokerageLink. All assets exchanged from BrokerageLink to other SPO investment options are first credited to the SPO Default Fund. If a Participant wants to reallocate from the SPO Default Fund to other SPO investment options, he/she must contact Fidelity after the assets have been credited to the SPO Default Fund.
	Participants must speak to a brokerage representative to exchange from BrokerageLink into the SPO, and may contact Fidelity on any Business Day to do so. The transfer will involve a redemption from the BrokerageLink Core Account. If the request is confirmed before the close of the market on a Business Day, the BrokerageLink Core Account redemption will receive that day’s trade date, and the purchase into the SPO default fund will receive that day’s trade date. Requests confirmed after the close of the market on a Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis.
	Most BrokerageLink trades require a three (3) Business Day settlement period. When placing the sell order in a Participant Account, the Participant may not request that upon settlement of

66

the sell, assets be transferred from BrokerageLink to the SPO Default Fund. The Participant must call back after each settlement to transfer funds from the BrokerageLink Core Account into the SPO Default Fund.

EXPEDIA, INC.

By:                                                             

Name:                                                             

Title:                                                             

Date:                                                             

67

SCHEDULE “H” — Operational Guidelines for Non-Fidelity Mutual Funds

Pricing

By 7:00 p.m. Eastern Time (“ET”) each Business Day, the Non-Fidelity Mutual Fund Vendor (Fund Vendor) will transmit the following information (“Price Information”) to FIIOC: (1) the NAV for each Fund prior to the close of trading on the New York Stock Exchange (“Close of Trading”), (2) the change in each Fund’s NAV from the Close of Trading on the prior Business Day, (3) in the case of an income fund or funds, the daily accrual for interest rate factor (“mil rate”), and (4) on ex dividend date, if applicable, dividend and capital gain information. FIIOC must receive Price Information each Business Day. If on any Business Day the Fund Vendor does not provide such Price Information to FIIOC, FIIOC shall pend all associated transaction activity in the Plan until the relevant Price Information is made available by Fund Vendor.

Trade Activity and Wire Transfers

Each Business Day following Trade Date (“Trade Date plus One”), FIIOC or National Financial Services Corporation LLC (“NFS”), an affiliate of FIIOC, will provide, via facsimile, to the Fund Vendor a consolidated report of net purchase or net redemption activity that occurred in each of the Funds at the Close of Trading on the prior Business Day. The report will reflect the dollar amount of assets and shares to be invested or withdrawn for each Fund. FIIOC or NFS will transmit this report to the Fund Vendor each Business Day, regardless of processing activity. In the event that data contained in the facsimile transmission represents estimated trade activity, FIIOC or NFS shall provide a final facsimile to the Fund Vendor. Any resulting adjustments shall be processed by the Fund Vendor at the net asset value for the prior Business Day.

The Fund Vendor shall send via regular mail to FIIOC or NFS transaction confirms for all daily activity in each of the Funds. The Fund Vendor shall also send via regular mail to FIIOC or NFS, by no later than the fifth Business Day following calendar month close, a monthly statement for each Fund. FIIOC and NFS agree to notify the Fund Vendor of any balance discrepancies within twenty (20) Business Days of receipt of the monthly statement.

For purposes of wire transfers, FIIOC or NFS shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, in each case including all activity across all Funds occurring on the same day.

Prospectus Delivery

FIIOC shall be responsible for the timely delivery of Fund prospectuses and periodic Fund reports (“Required Materials”) to Participants, and shall retain the services of a third-party vendor to handle such mailings. The Fund Vendor shall be responsible for all materials and production costs, and hereby agrees to provide the Required Materials to the third-party vendor selected by FIIOC. The Fund Vendor shall bear the costs of mailing annual Fund reports to Participants. FIIOC shall bear the costs of mailing prospectuses to Participants.

68

Proxies

The Fund Vendor shall be responsible for all costs associated with the production of proxy materials. FIIOC shall retain the services of a third-party vendor to handle proxy solicitation mailings and vote tabulation. Expenses associated with such services shall be billed directly to the Fund Vendor by the third-party vendor.

Participant Communications

The Fund Vendor shall provide internally-prepared fund descriptive information approved by the Funds’ legal counsel for use by FIIOC in its written Participant communication materials. FIIOC shall utilize historical performance data obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research Systems and Lipper Analytical Services) in telephone conversations with Participants and in quarterly Participant statements. The Sponsor hereby consents to FIIOC’s use of such materials and acknowledges that FIIOC is not responsible for the accuracy of such third-party information. FIIOC shall seek the approval of the Fund Vendor prior to retaining any other third-party vendor to render such data or materials under this Agreement.

Compensation

FIIOC shall be entitled to fees as set forth in a separate agreement with the Fund Vendor.

69

SCHEDULE “I” — Securities That May Not Be Purchased Under the BrokerageLink Option

Any Security identified by the Sponsor that may result in a prohibited transaction
Any Securities or Securities Options issued by the Sponsor
Precious Metals
Tax-exempt Securities (including mutual funds, municipal bonds and unit investment trusts)
Annuities
U.S. Savings Bonds
Limited Partnerships (except for Master Limited Partnerships)
Level 3, 4 and 5 Options (which require margin accounts)
Currencies
Currency Options
Currency Warrants
Commodities
Interest Rate Options
Financial Futures
Convertible Adjustable Preferred Stock
Such other Securities as directed by the Sponsor

70

SCHEDULE “J” — BrokerageLink Administrative Procedures

This schedule sets forth the actions that Fidelity will take to rectify various situations that might arise in Participant Accounts. By signing this schedule, the Sponsor acknowledges that the terms of this schedule shall serve as standing instructions to Fidelity to take the appropriate action in response to a given situation, as described below, to comply with the Agreement and to facilitate customer service and operations processing.

Transfer of Assets out of BrokerageLink

In the following situations, Fidelity will initiate a liquidation and transfer of assets out of BrokerageLink, to the extent necessary to rectify the problem:

Ø	Assets in BrokerageLink are from restricted sources. (A Plan may restrict assets from certain sources from being transferred to BrokerageLink.)
Ø	Assets in BrokerageLink are from non-vested assets, if restricted. (A Plan may restrict non-vested assets from being transferred to BrokerageLink.)
Ø	Assets in BrokerageLink are from a deposit via an unauthorized channel. (Participants may transfer assets to BrokerageLink only through the SPO recordkeeping system (payroll deduction to the SPO or exchange from another SPO investment option). Assets transferred into BrokerageLink in any other way are considered to have been transferred via an unauthorized channel.)

Fidelity will look to the BrokerageLink Core Account first. If the BrokerageLink Core Account does not contain sufficient assets, Fidelity will place a sell trade order(s) in the Participant’s Account. The securities that will be sold/liquidated will be selected on a last in — first out basis. Such liquidation will be limited to the number of shares necessary to correct the problem. Any trade related expenses (commissions or other fees) and realized gain or loss will be borne by the Participant Account, or if necessary, the SPO.

In the case of assets from restricted sources or from non-vested assets, those assets will be credited to the SPO Default Fund. In the case of assets deposited via an unauthorized channel, Fidelity will mail a check to the Participant.

Transfer of Assets into BrokerageLink

In the following situations, Fidelity will initiate a transfer of assets into BrokerageLink, to the extent necessary to rectify the problem:

Ø	Assets withdrawn from BrokerageLink via an unauthorized channel. (Participants may transfer assets out of BrokerageLink only through the SPO recordkeeping system. Assets transferred out of BrokerageLink in any other way are considered to have been transferred via an unauthorized channel.)
Ø	The BrokerageLink Core Account has a negative balance, due to an unsecured debit or overdraft.

71

In the event of an unauthorized channel withdrawal, Fidelity will contact the Participant and request that the withdrawn assets be returned to Fidelity. Fidelity will then redeposit the assets into the BrokerageLink Core Account. In the event of an unsecured debit or overdraft, Fidelity will look to the SPO first. If the SPO does not contain sufficient assets, Fidelity will place a sell trade order(s) in the Participant Account. The securities that will be sold/liquidated will be selected on a last in — first out basis. Such liquidation will be limited to the number of shares necessary to correct the problem. Any trade related expenses (commissions or other fees) and realized gain or loss will be borne by the Participant Account.

Fees / Distributions / Adjustments

All Plan related fees that are paid by the Participant and all distributions (minimum required distributions (MRD), systematic withdrawal payments (SWP), deminimus, etc.) are debited from the Participant’s SPO. If there are not enough assets in SPO to pay fees of any nature or make necessary distributions, then Fidelity will look to the Participant Account.

If there are sufficient assets in the BrokerageLink Core Account, then Fidelity will initiate the transfer to the SPO Default Fund to cover the fee or distribution. If the BrokerageLink Core Account does not contain sufficient assets, Fidelity will place a sell trade order(s) in the Participant Account. The securities that will be sold/liquidated will be selected on a last in - first out basis. Such liquidation will be limited to the amount/number of shares necessary to correct the problem, plus any additional amounts that may be necessary to cover market fluctuations. Any trade related expenses (commissions or other fees) and realized gain or loss will be borne by the Participant Account.

In the event that a removal of excess contributions is initiated in order to make an adjustment in response to non-discrimination testing (NDT) results, Fidelity will follow the procedure described above with regard to fees and distributions.

In the event of a deminimus distribution, all of the Participant’s BrokerageLink holdings (individual securities plus any amounts in the BrokerageLink Core Account) will be liquidated and moved to the SPO, in order to facilitate the distribution.

Restricted or Ineligible Securities

The Plan has designated that certain securities or security types be restricted from being purchased. If Fidelity identifies a restricted security that has been purchased, then Fidelity will place a sell trade order in the Participant Account to remove that security. Any trade related expenses (commissions or other fees) and realized gain or loss will be borne by the Participant Account, or if necessary, the SPO. The proceeds from the liquidated securities will be credited to the BrokerageLink Core Account.

Qualified Domestic Relation Orders (“QDRO’s”)

The Sponsor will notify Fidelity of the pending DRO and direct Fidelity to restrict the affected Participant Account in accordance with procedures documented in the Plan Administration Manual. If the DRO is

72

determined to be a QDRO, any and all liquidations and transfers of securities will be completed, upon Sponsor direction, in accordance with the procedures documented in the Plan Administration Manual.

Deaths

In the event of a Participant death, the Sponsor will advise Fidelity of the death and the Participant Account will be frozen to all activity and all Limited Trading Authorizations shall be terminated. Upon Sponsor direction, Fidelity will liquidate or transfer securities to the beneficiary’s account in accordance with the procedures documented in the Plan Administration Manual.

EXPEDIA, INC.
By:
	Date

73

SCHEDULE “K” — Form 5500 Service

Effective for the Signature Ready Form 5500 Service (“Service”) and the Summary Annual Report (“SAR”) prepared for plan year ending December 31, 2005, and thereafter, Fidelity Management Trust Company (“Fidelity”) agrees to provide this Service, in accordance with the following:

The Sponsor hereby agrees to:

• Submit the following required information (“Required Information”) annually:

• Completed plan questionnaire (“Questionnaire”);

• Draft or final copy of the audited financial statements; and

• Copy of the prior year Form 5500 filed with the Department of Labor (DOL) (applicable only if Fidelity did not prepare the plan’s prior year Form 5500)

• Provide Fidelity with the Required Information, in the format requested by Fidelity, as soon as possible after the plan’s year end — but in no event later than the last day of the 8^th month following the plan’s year-end (assuming a filing extension has been requested);

• Authorize Fidelity to prepare and execute IRS Form 5558 (Application for Extension) on behalf of the Plan Administrator and file Form 5558 with the IRS in order to obtain an extension of the filing deadline in the event that Fidelity has not received a completed plan Questionnaire within five and one-half (5 ¹/2) months after the plan’s year end;

• Review, sign and mail the Form 5500 prepared by Fidelity to the DOL in a timely manner;

• Distribute the SAR to participants and beneficiaries in a timely manner; and

• Respond to and provide any other information requested by Fidelity, including soliciting any information from the prior recordkeeper, related to the Form 5500.

Fidelity hereby agrees to:

• Provide the Sponsor with the Questionnaire within one and one-half (1 ¹/2 ) months after the Plan’s year-end;

• File Form 5558 to request an extension of time to file Form 5500 if requested by the Plan Sponsor or if the completed Questionnaire is not received from the Sponsor within five and one half (5 ¹/2 ) months after the Plan’s year end, as specified above;

• Provide the Sponsor with the Form 5500 at least ten (10) days prior to the required filing date and SAR at least ten (10) days prior to the required mailing date, assuming the Plan Sponsor has submitted the Required Information and has met the filing deadlines as outlined in this agreement;

74

• Respond to inquiries from the DOL or IRS received by the Sponsor, related to any Form 5500 prepared by Fidelity.

The Plan Sponsor understands that the Form 5500 will be prepared based upon the information provided in the Questionnaire and acknowledges that Fidelity shall have no responsibility for verifying the authenticity or accuracy of the data submitted by the Sponsor on the Questionnaire.

In the event that Fidelity does not receive all Required Information within 8 months after the plan’s year-end, Fidelity will not prepare the Form 5500 and the Sponsor shall be responsible for completing the Form 5500 for filing with the DOL. Fidelity will not be held responsible for any late fees or penalties for incomplete filings caused by it not receiving the Required Information within 8 months after the plan’s year-end.

Fees related to this Service are set out on Schedule “B” to the Agreement to which this schedule is attached. Further, Signature-Ready 5500 service will continue until the Plan Sponsor provides Fidelity with written direction to the contrary.

EXPEDIA, INC.

By:
  Date

75

SCHEDULE “L”

OPERATING GUIDELINES FOR INVESTMENT OPTIONS EXCHANGES
FIDELITY RETIREMENT PLAN MANAGER^®

The following operating guidelines shall govern exchanges of investment options for Participants enrolled in Fidelity Retirement Plan Manager^®. These guidelines are subject to change upon notice to the Sponsor.

(a) Participant accounts enrolled in Fidelity Retirement Plan Manager^® shall be flagged for rebalancing on any Business Day on which the account varies from the assigned model portfolio by more than a drift allowance specified under the service.

(b) Rebalance transactions shall be created during the nightly cycle for processing on the following Business Day.

(c) Rebalance transactions will be reflected in Participant accounts on the day following the date on which the rebalance transaction is processed.

(d) If there is a reallocation of the model portfolio (resulting from review of the Plan’s investment options or a change in the Plan investment option menu), those Participant accounts that vary from the revised model portfolio by more than a drift allowance specified under the service shall be flagged for reallocation.

(e) Reallocation transactions shall be processed using the same rules as for rebalance transactions.

(f) If a change in model portfolios is required as a result of an annual or ad hoc review of the Participant’s investor profile completed before the market close on a Business Day, the required exchanges shall be processed in that night’s nightly cycle, and reflected in the Participant’s account on the next Business Day.

(g) If receipt of a Participant’s election to terminate the Fidelity Retirement Plan Manager^® service is confirmed before market close, the account will not be flagged for rebalancing or reallocation.

(h) If receipt of a Participant’s election to terminate the Fidelity Retirement Plan Manager^® service is received while a transaction is pending, the pending transaction will proceed as outlined above unless the Participant requests cancellation of such transaction.

76

SCHEDULE “M”

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, dated and effective as of August 5, 2005, by and between Strategic Advisers, Inc., an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) with its principal offices at 82 Devonshire Street, Boston, Massachusetts (the “Investment Manager”) and Expedia, Inc. (the “Company”) a Washington corporation, with its principal offices at 3150 139^th Avenue SE, Bellevue, Washington 98005.

W I T N E S S E T H

WHEREAS, the Company, acting in its capacity as named fiduciary, has entered into a trust agreement (the “Trust Agreement”) with Fidelity Management Trust Company (the “Trustee”), which Trust Agreement permits certain assets of the Expedia Retirement Savings Plan (the “Plan”) held in the trust thereby created (the “Trust”) to be managed by a duly-appointed investment manager, all in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and

WHEREAS, the Company desires to appoint Strategic Advisers, Inc. for purposes of a discretionary investment management service known as Fidelity Retirement Plan Manager^® (the “Service”) for eligible participants in the Plan, and has amended the Trust Agreement for the Plan in contemplation thereof; and

WHEREAS, the Company and the Investment Manager wish to enter into this Investment Management Agreement (the “Agreement”) for the purpose of retaining Strategic Advisers, Inc. (the “Investment Manager”) to manage certain assets of the Trust described in Section 2 below (the “Managed Assets”) in connection with the Service.

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, the Company and the Investment Manager hereby agree as follows:

SECTION 1. Definitions

          Unless otherwise defined herein, the terms used in this Agreement shall have the same meaning as in the Trust Agreement. This Agreement shall be interpreted, to the greatest extent possible, to be consistent with such Trust Agreement.

SECTION 2. Appointment of the Investment Manager.

          The Company appoints the Investment Manager to manage, pursuant to the guidelines referred to in Section 6 hereof (the “Investment Guidelines”), such of the assets of the Plan as may constitute Managed Assets from time to time. Managed Assets shall be comprised of all assets of the Plan held in or contributed to individual accounts of eligible Plan participants enrolled in the Service excluding securities that are or were formerly employer securities within the meaning of ERISA (“Company Stock”). The circumstances for eligibility, enrollment and termination of participation in the Service are set forth in the Trust Agreement, as it may be amended from time to time, and such provisions are incorporated by reference herein. The Company represents and warrants that it has full power and authority to enter into this Agreement with respect to and on behalf of the Plan. The Company acknowledges receipt of the Investment Manager’s Part II of Form ADV, or a written disclosure statement containing the information required by such form at least 48 hours prior to entering into this Agreement.

SECTION 3. Acceptance of Appointment as Investment Manager.

          The Investment Manager accepts the appointment to manage the Managed Assets pursuant to the Investment Guidelines and on the terms and conditions set forth in this Agreement. The Investment Manager represents that it is an investment adviser registered under the Advisers

77

Act, and that it has full power and authority to enter into this Agreement. The Investment Manager acknowledges that it is a fiduciary, within the meaning of Section 3(21) of ERISA, with respect to the Plan to the extent of its discretionary authority and responsibility for investment management of Managed Assets.

SECTION 4. Powers and Duties of the Investment Manager.

(a) Subject to the provisions of Sections 3 and 6 hereof and the requirement of Title I, Part 4 of ERISA pertaining to the responsibilities of fiduciaries, the Investment Manager shall use its best efforts to provide an opportunity for enhanced returns, consistent with appropriate risk diversification, by causing the Managed Assets to be invested and reinvested from time to time only in investment options offered to participants under the Trust, and to that end shall have full power and authority to:

(1) direct the Trustee or its agent to make purchases and sales of securities or other property for the individual Plan accounts of electing Plan participants;

(2) instruct or direct the Trustee to perform any or all of the powers, duties, and authority given to the Trustee in the Trust Agreement which are therein subjected to direction by the Investment Manager and to enforce performance by the Trustee of such powers, duties, and authority;

(3) execute any and all documents necessary to make investments within the scope of the Investment Guidelines, or to carry out other duties of the Investment Manager hereunder.

(b) Except as otherwise provided in ERISA regarding liability for breaches of fiduciary duties by other fiduciaries, the Investment Manager shall have no responsibility for the acts or omissions of the Company or the Trustee. The Investment Manager shall have no responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written or electronic instructions from the Company or any authorized representative thereof or any information provided by a Plan participant whose Plan account is being managed by Strategic Advisers and the Company shall indemnify the Investment Manager against and hold it harmless from any penalties, damages, losses, liabilities or other expenses (including reasonable attorneys’ fees) (“Losses”) arising out of the Investment Manager’s action or inaction based on good faith reliance on such instructions or information. The Company also agrees to indemnify and hold the Investment Manager harmless from any Losses arising from the provision of the Service provided that the Investment Manager has acted in accordance with ERISA and the Advisers Act.

(c) Federal and state securities laws impose liability, under certain circumstances, on persons who act in good faith. Nothing in this Agreement shall waive or limit any rights that the Company may have under those laws.

(d) During and for a reasonable time after the term of this Agreement, the Investment Manager or its agents shall permit the Company or its agents (including independent public accountants selected by the Company) during business hours to inspect, at the expense of the Company, the Investment Manager’s records of investment direction provided by the Investment Manager pursuant to this Agreement.

(e) The Investment Manager shall have no responsibility or authority to exercise any shareholder rights that arise with respect to investments in which Managed Assets are invested, nor shall it have responsibility or authority to make decisions with respect to matters, such as litigation or bankruptcy, arising out of the Trust’s ownership of any such investments.

78

(f) The Investment Manager shall have no duty or responsibility to manage assets other than Managed Assets, including in particular, Company Stock (“Other Assets”), or, except as provided in the Investment Guidelines with respect to Company Stock, to make investment decisions with respect to Managed Assets that offset or counterbalance the investment of such Other Assets, even if the Investment Manager manages such Other Assets pursuant to a separate advisory agreement, or if those Other Assets are reflected as being owned by or attributable to the Plan participant on books and records maintained by the Investment Manager or any of its affiliates.

SECTION 5. Duties of the Company.

The Company shall:

(a) direct the Trustee or the recordkeeper to invest the Managed Assets at the direction of the Investment Manager;

(b) provide, or cause the Trustee to provide, the Investment Manager with such information pertaining to the Managed Assets and the Plan as the Investment Manager may reasonably request, which information the Investment Manager shall keep as confidential and shall not disclose, except as required by law, to any party other than its subsidiaries or affiliates, without the prior consent of the Company;

(c) compensate, or cause the Trustee to compensate from the Trust, by deduction from the accounts of Participants enrolled in the Service or otherwise, the Investment Manager for its services under this Agreement in the amounts set forth on Exhibit A as it may be amended from time to time; and

(d) provide, or cause to be provided, such information to Plan participants as is delivered for that purpose by the Investment Manager.

SECTION 6. Investment Guidelines.

          Managed Assets shall be managed in accordance with the Investment Guidelines attached as Exhibit B hereto. The Investment Manager shall make its investment decisions consistent with such Investment Guidelines, but otherwise shall have sole and exclusive authority and discretion to manage and control the investment of the Managed Assets consistent with the provisions of this Agreement. The Investment Guidelines may be changed by written notice from the Company only after prior review and approval by the Investment Manager.

SECTION 7. Performance of Duties — Standard of Care.

          The Investment Manager shall comply with all laws and regulations issued from time to time in the discharge of its duties under this Agreement and shall discharge such duties:

(a)	solely in the interest of the enrolled Plan participants and for the exclusive purpose of providing benefits to such participants and their beneficiaries and defraying reasonable expense of administering the Plan;
(b)	with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;
(c)	by diversifying, consistent with the Investment Guidelines, the Managed Assets in the individual account of each Plan participant enrolled in the Service so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, to the extent

79

such diversification is appropriate and achievable with the investment options made available under the Plan; and

(d)

in accordance with the documents and instruments governing the Plan provided to the Investment Manager or its agents, insofar as such documents and instruments are consistent with the provisions of ERISA; provided, however, that the duties of the Investment Manager shall be governed exclusively by this Agreement to the extent that the provisions of any such Plan documents are inconsistent with this Agreement.

          Regardless of whether the Plan is subject to ERISA, the Investment Manager will perform all of its duties hereunder as if the Plan were in fact subject to ERISA.

SECTION 8. Limitation on Duties.

          Notwithstanding any provision of this Agreement, the Investment Manager shall have no duty to advise the Company or any other person with respect to the investment options available under the Plan, or to exercise management authority to add or remove any such investment options to or from the Plan. The Investment Manager shall have no duty or authority to advise or make recommendations to the Company with respect to any other matter, including without limitation, the impact of Plan rules on the management or diversification of Managed Assets.

SECTION 9. Confidential Information; Other Clients and Services.

          Any information or recommendations supplied by the Investment Manager in connection with the Service, which are not otherwise in the public domain or previously known to the Company, are to be regarded as confidential and for use only in connection with Managed Assets under this Service by enrolled Plan participants, the Company, the Trust, the Trustee or its agent, or such persons the Company may designate in connection with the Managed Assets.

          The parties acknowledge that the Investment Manager may provide similar services to other Trusts and Plans, and that nothing in this Agreement shall require the Investment Manager to disclose to the Company, the Plan or its participants the existence of such other engagements, or prohibit the Investment Manager from rendering services to such other clients. The Company acknowledges that the Investment Manager may use identical, similar or different investment methodologies in providing education or other investment services, such as Fidelity PortfolioPlanner, to this Plan or its participants, or to other Plans, participants or clients.

SECTION 10. Prohibited Transaction Class Exemption 77-4

          The Company acknowledges that the Investment Manager is affiliated with other entities that may receive asset-based compensation in connection with the investment options offered under the Plan, including but not limited to Fidelity Mutual Funds.

          The parties acknowledge that this Service, to the extent it would otherwise constitute a prohibited transaction exemption, is intended to comply with Prohibited Transaction Class Exemption 77-4, as it may be amended from time to time (PTCE 77-4), with respect to Fidelity Mutual Funds. To that end, the Company acknowledges that it is independent of the Investment Manager within the meaning of PTCE 77-4, that it has received prospectuses for the Fidelity Mutual Funds available under the Plan, and a full and detailed disclosure of the investment advisory and other fees charged to or paid by the Plan with respect to this Service and the investment company(ies). The Company further acknowledges that it has received an explanation of the reasons why the Investment Manager may consider purchases or sales of Fidelity Mutual Funds for accounts of Plan participants electing the Service. On the basis of such

80

disclosures, the Company hereby authorizes the purchase and sale of Fidelity Mutual Funds for accounts of Participants electing this Service in accordance with the terms of this Agreement.

SECTION 11. Assignment of Agreement or Duties.

          No party may assign this Agreement, in whole or in part, nor delegate except as contemplated herein all or part of the performance of duties required of it by this Agreement without the prior written consent of the other party, and any attempted assignment or delegation without consent shall be void.

SECTION 12. Applicable Law.

          This Agreement shall be administered and construed according to the laws of the Commonwealth of Massachusetts, except as superseded and preempted by ERISA.

SECTION 13. Construction; Validity.

          Wherever possible, this Agreement shall be construed in a manner that is consistent with the Trust Agreement provisions governing the Service. An adjudication or other determination that a provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability of any remaining provision of this Agreement.

SECTION 14. Termination.

(a) This Agreement shall continue in effect until 1) the termination of recordkeeping services to the Plan by an affiliate of the Investment Manager; or 2) a specified date at least sixty (60) days after notice of termination has been provided from any party to the other party.

(b) Notwithstanding the foregoing, the Company may at any time without prior notice order the Investment Manager to cease activity, subject to completion of the execution of investment directions already in process with respect to the Managed Assets. Such order to cease activity may be communicated orally subject to immediate written confirmation to the Investment Manager.

(c) Nothing herein shall prohibit the Investment Manager from terminating management of any individual participant’s Plan account in accordance with the provisions governing termination of the Service to a participant set forth in the Trust Agreement.

(d) If this Agreement is terminated during any period of time for which the Investment Manager has not been compensated, the fee due to the Investment Manager for such period shall be prorated to the date of termination.

(e) The indemnification obligations hereunder shall survive termination.

SECTION 15. Notices.

          Any notice, instruction, request, consent, demand or other communication required or contemplated by this Agreement to be in writing, shall be given or made if communicated by United States first class mail (or by FAX followed immediately by United States first class mail), addressed as follows:

If to the Company:	Expedia, Inc.
	3150 139th Avenue SE
	Bellevue, Washington 98005
If to the Investment Manager:	Strategic Advisers, Inc.
	82 Devonshire Street
	Boston, Massachusetts 02109

81

provided that each party shall, by written notice, promptly inform the other party of any change of address and provided further that any written communication from the Company contemplated hereunder shall be signed by a person authorized to act on behalf of the Company, acting in its capacity as Named Fiduciary, under the Trust Agreement.

SECTION 16. Entire Agreement; Amendment.

          This Agreement and any exhibits hereto, as well as any provisions of the Trust Agreement governing the Service constitute the entire agreement and understanding among the parties hereto, and may not be modified or amended except by a writing executed by the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date noted above.

EXPEDIA, INC.

BY:
  Date

Printed Name

STRATEGIC ADVISERS, INC.

BY:
  Date

Printed Name

82

EXHIBIT A

FIDELITY RETIREMENT PLAN MANAGER^® FEES

The annual advisory fee for Fidelity Retirement Plan Manager^® will be assessed based on a percentage of the average daily balance of assets in the Plan account of each electing participant. The advisory fee will be charged to cover ongoing management of the assets in such participant’s Plan account, and related servicing and communication. The fee is payable quarterly in arrears, and will be calculated on the basis of daily participant balances, generally on the 25^th day of the last month of the participant statement cycle quarter (or the next business day if the 25^th is not a business day). In the event a participant’s participation in the Service is terminated before the end of a quarter, the fee will be prorated based on the number of days the account was managed during the quarter.

Unless paid by the Sponsor, the Trustee or its agent will redeem investments in the amount of the fee directly from the electing Plan participant’s plan account on the business day following the fee calculation. This amount will be noted on the participant’s statement.

The annual advisory fee will be calculated by deducting a credit amount (“Credit Amount”) from the maximum annual gross advisory fee. The annual gross fee amount is 1.10% for the first $50,000 in assets, with breakpoints that reduce the fee for higher balances to as low as 0.85%. This figure is then reduced by a Credit Amount of at least 0.50%. The gross advisory fee, breakpoints, minimum credit amount and maximum net advisory fee are set forth in the following schedule.

Fidelity Retirement Plan Manager^®

ANNUAL ADVISORY FEE SCHEDULE

	Maximum annual			Minimum credit			Maximum annual net
Average daily assets	gross advisory fee			amount			advisory fee
Up to $50,000		1.10	%		0.50	%		0.60	%
For the next $200,000 or portion thereof		1.00	%		0.50	%		0.50	%
For the next $250,000 or portion thereof		0.90	%		0.50	%		0.40	%
All additional assets		0.85	%		0.50	%		0.35	%

The purpose of the Credit Amount is to reduce the annual advisory fee by the amount of asset-based fees, if any, Strategic Advisers or its affiliates receive for management of Fidelity-Mutual Funds in which Managed Assets are invested, and for management or other services related to any other investment option offered under the Plan in which Managed Assets are invested.

This Credit Amount will be calculated daily in the following manner. For each investment option in an enrolled Plan participant’s account, an amount will be calculated equal to the greater of: (i) an amount equal to .50% per annum of all assets in that investment in such account; and (ii) either (a) the actual underlying investment management fees paid to Strategic Advisers or its affiliates from such investment if it is a Fidelity Mutual Fund (but not other fund expenses such as transfer agency fees); or (b) any servicing or other fees paid to any Fidelity InvestmentsÒ company based on assets or participants in any investment option other than Fidelity Mutual Funds. The resulting amounts for the funds in an electing Participant’s account will be added together to arrive at the total Credit Amount for such account. The total

83

Credit Amount will be applied against the gross fee for such account to arrive at the net fee.

Such amounts shall be paid by the Company, if not deducted and paid from the accounts of enrolled Plan participants or otherwise from Plan assets.

The annual advisory fee shall be charged in addition to any applicable purchase fee, short-term trading fee, or similar fee payable to the applicable Mutual Fund, or any fee paid to the Investment Manager or its affiliates for services rendered to the Plan (including trustee or recordkeeping services) or to the investment options offered under the Plan.

84

EXHIBIT B

INVESTMENT GUIDELINES FOR

FIDELITY RETIREMENT PLANMANAGER^®

The Investment Manager shall manage eligible assets in an enrolled participant’s Plan account, by selecting from among the investment options available to enrolled participants, in order to provide diversification appropriate for retirement investors with time horizons, financial situations and risk tolerance similar to the enrolled participant.

The Investment Manager shall establish target asset mixes that provide appropriate risk/reward trade-offs for various investor types found among participants in workplace savings plans, and shall assign each enrolled participant to the appropriate target asset mix based upon responses to standard questions provided by the enrolled participant. The target asset mixes shall have the following investment objectives:

Conservative: Income and conservative appreciation
Balanced: Capital appreciation and income
Growth: Growth
Aggressive Growth: Aggressive growth

The Investment Manager may establish additional target asset mixes, upon notice to the Company.

Enrolled participant assignments to target asset mixes shall be reviewed annually and also whenever an enrolled participant alerts the Investment Manager to a change in his or her situation. If appropriate, a new target mix will be assigned.

The Investment Manager shall design model portfolios appropriate for each target asset mix by selecting a combination of available investment options that tracks the risk and diversification attributes of the target asset mix, within an appropriate range. The Investment Manager shall consider other assets identified by the enrolled participant as retirement savings (including amounts held in other plans or accounts serviced by its affiliates) in determining a target asset mix appropriate for the participant, but shall not take such assets into account when constructing or assigning model portfolios to the enrolled participant.

The Investment Manager shall invest eligible amounts held in, or contributed to, the accounts of enrolled participants in accordance with the model portfolio, as it may be adjusted from time to time for market fluctuation, provided that the Investment Manager shall not manage amounts held in company stock, or contributions required to be invested in company stock. Enrolled participant accounts may be rebalanced at any time they deviate from the market-adjusted model portfolio by more than an appropriate drift allowance, as determined by the Investment Manager. The Investment Manager may change the model portfolios as appropriate for changes in the Plan’s investment options, market performance or economic conditions.

The Investment Manager shall have no independent obligation to value assets under its management, but shall instead rely upon valuations provided by the Trustee or its agent, or an external money manager, if applicable.

85

Special Guidelines for Company Stock Holdings

The Investment Manager will not invest Managed Assets in Company Stock. An enrolled Participant whose Plan account is invested in Company Stock will be offered the choice whether to have the Investment Manager ignore such holdings in assigning a target asset mix to the Participant or assign a target asset mix that counterbalances the risk characteristics associated with an investment in a single security. If a Participant elects to counterbalance the Company Stock holdings, the Investment Manager will assign the Participant to one of several target asset mixes established by the Investment Manager that account for varying levels of Company Stock in ten per cent increments, based on the Participant’s level of Company Stock holdings in his or her Plan account. The Investment Manager will then assign a model portfolio to the account pursuant to which the Participant’s non-Company Stock assets will be invested that is designed to counterbalance the risk characteristics of the percentage of Company Stock reflected in the Participants’ assigned target asset mix.

The Investment Manager shall not make decisions with respect to the exercise of any rights accruing to investment options, including without limitation, shareholder rights to vote proxies or tender or exchange shares, or rights arising out of bankruptcy or litigation. Decisions with respect to the exercise of any such rights shall be made in accordance with the provisions of the Trust Agreement, and the Investment Manager shall not be required to take such matters into account in making its investment decisions.

Universe:

Managed Assets of enrolled Participants may be invested in any investment options available for new investment by enrolled Participants other than Company Stock.

Restrictions:

Managed Assets of enrolled participants will not be invested in any Company Stock. For the purposes of these Investment Guidelines, Company Stock includes the stock of an issuer that no longer constitutes securities of an employer corporation under the Employee Retirement Income Security Act of 1974, as amended, or employer securities under the Internal Revenue Code of 1986, as amended.

Managed Assets of enrolled participants will not be invested in any investment option that is closed to new investment by eligible participants.

Managed Assets of enrolled participants will not be invested in strategy funds, lifestyle funds or specialty funds. The Named Fiduciary shall have the right to impose reasonable restrictions upon Strategic Advisers with respect to investment management, other than those set out here, provided that it shall first propose such restrictions in writing to Strategic Advisers, and provided that Strategic Advisers shall have 20 business days to determine whether such restriction is reasonable.

EXPEDIA, INC.

By:
  Date

Name:

STRATEGIC ADVISERS INC.

By:
  Date

Name:

86

GRAPHIC 15 y27824y2782400.gif GRAPHIC begin 644 y27824y2782400.gif M1TE&.#EAV0!/`/<``````/[^_OW]_?KZ^OS\_/GY^4Y.3NKJZOO[^_3T]`$! M`1@8&*2DI/;V]DU-308&!NCHZ%965OCX^,[.SM34U'AX>+.SL_?W]^SL[`0$ M!`("`@,#`^3DY//S\^OKZU]?7T]/3V9F9FQL;"(B(KV]O0H*"@4%!0@(")65 ME5)24FAH:+:VMMW=W>WM[5=75_7U]5-34U!04(.#@UU=7>_O[[Z^O@D)";R\ MO./CX_+R\EI:6F!@8*JJJG=W=^+BX@<'!_#P\-+2TL?'QX:&ADQ,3'9V=M;6 MUMG9V8*"@LK*RN#@X,7%Q=O;VQ45%1<7%V=G9S0T-%5552LK*_'Q\>7EY9B8 MF):6EF-C8V)B8HF)B7)R'AX>?GYZZNKA(2$HV-C8R,C,_/S[FYN:>GIXJ*BE145"DI M*6%A8=75U0T-#3P\/.GIZ2PL+`X.#EY>7MK:VM_?W^;FYI24E+BXN&UM;75U M=<'!PWMX2$A'U]?186%K6UM7IZ>JRL MK'M[>XB(B+JZNG]_?QX>'H^/CR0D)%M;6WEY>4)"0A04%)^?GRTM+9>7EQD9 M&;*RLEE96:NKJW1T=-[>WAH:&HZ.CCHZ.J"@H)Z>GFYN;D1$1"8F)DA(2$-# M0ST]/1L;&UQ<7+"PL#8V-B`@(&1D9(>'AZ^OKQP<',+"P@P,#(N+B\W-S65E M934U-3L[.S\_/Z*BHB/($.*'$FRI,F3*%.J7,FRI3H`Y(W4Y9[)`1#<_3O'`-(_YCBJI@Q31X$B+R`XD,?\/`QUC'U))6B M`91%!MBRATW^^``V5(`/*X`BB#44H'1`*BXD&."#E2F1BQGK<*,>2AAD,<8* M$'9H$`3R+%,&(!*H%``?2+C``V`>=CB`&PR<@TL2`UR($@$KS/"!+"6V&*`` M&-1`#2*>X&!C2GV8$D,%S&CG(WA@#(("*9M80$-+&#`0QABY>/!D?`*0T086 M55`P0$L2#"*)`XD8\25\#8SR23/F0-!2`%2`$T@E/4S`XIO0M3#$%5>L`(9+ M1OSQ00Q9;'$:H-`5\`AMB?#ATA>.Q`+#$!3\":EK!$SRA`-F<'`D2@/`8DD, M(7"1WJ?0-?]@10HN,##924!T"L0;XD2P@RM!>`JK:U/88D@12:@DQ`=7C$&' M,:.`->QW#*2`2`LL$>##E=/"%\`F,QSQ4``M^.`%%1=TJ^Y!.4ABQ@$+#Q@!2TL\WN`*RE014077512B0-$5")'+)8$$HH8AQS10='J%L#! M'SM0Y0(G;QQQ1#)D/'(("QS@T4`#_W$-JP`X@#*+`P;`L`D%V,K_[;=`%&@1 M@P.HA#)("T[^37$`%-101`H@:($"MXIS38`'@'P``@A(D-#CDP$D<,"9`A'P MPJD9"=!`XO`5T$$VPV%!&@`6D,40E1.S` M@[2?#N`"``P,%`#%$"$QA2#R780`E0 MP0'"J&$<#\B`#?1@AT0V@1-$"*!`(@```PQ$`$LHQP8V\(,2C/('S+Q#'1I2 M`P5882"1.`$DBN`$#82R!*`TI0HP0!#&$>$'A2S%'"CQ``V4`@EVW$@`)B`) M.1A"!83X(R`',?^'2-X@B07PP`JVH8%N<&,@/KB#`GI12X$<01H*^,`4!)*` M$2@@`\JH0`W0X`$(D`$%C```%-Q`&5H00P&[J$$."E"`%JR@&AJHQ2$&TH!/ M/.`$@5#$`5B*`S7<(0,:$"8^B&E,%,*"$1D0Q!N^@`$/>&`+@!C#!O*P,H60 M```H&(@%'@``!?`"$TM@@0=H08A%2`,`>2`G"L6@C`P8H`8T0(``"D`!*S1! M`==0ZT8&(`1#..`*QYC81(#0!0`$(Y[XP,`,`-`->`D$#]<`P#-8@`\*U$(# MP5"?)D<`@":HX2!&@`(`?I&N`136`(@-@"44((6^8<,$E)@&ZEZ@`@7_")6H M_K+"'&:!D`.H`@!+8,A5LRJ0K0*@"WHEB!'R```Q"(0#W@"`"(0ED$D`8P[[ MV@@3`@$#0Y0A#19901->,8$#F/>\YDW"'`"`"X+D0`>LS4(G3B"&\55T`S+0 MYRC6```A5#:4+$`O>JFP``44`1\7T(8&2-$_#K3BML4L2``X0(%D<*$-;+!% MAI\!@!L(%ZM:?4`G?H.0(0!`"V!Y`@#FX"6$X*%_$PG`(V#@@`BP@(`/B0,Z MG;"`'ONXQYWX`0!049`+R*`$`'@``^)6T28\(B$#Z`4`EH$/0'3UQUA>0`8` MP`Y\"`$8M?`O0@:0`@@7%1\$J,$O*`$``.BR_PFK6$433M#A#Q,7'UMU1E4- M(@L%B&``"+@'`#Y@$BID`00.$`$+]`F1.#S@%:GH004JT`-)3]H,$8C`(@I" M`$^\`@"%X,*I*NH$-RC$`0`X`SY6``!D%('2DK9T!;3@@BBH^@:4.,47H#P& M,Y<.$X70`!0^`0=%)$$)R$;#8CV\D!J`N+@/@,*>"\(#/TO&&0!X0DER(`(# MI,`6D[0(*"CQC18[9``H*(039K"*$V`B@17U!A<20H5AL!%##?$TDY(M?\<@&T`0!7\+DA`+X*G,G`% M$#"6R`%NH8`AV$X"PO\@A(T2H(4,G(($`CC$`C:0"/U5%``ZF.C`RJ`!&X`W M`>\``!*RB`\!@`,010D`'0#0BVD+)``6X*_YAAIA?#`!&288Q4$"<(,%--RJ M`.`$Q)T^D(F?"10`V``<_M@`':C"W!(10#@JX(`P)`''$R$`'#IA!U+@`#\H M'``+BL`(2(`7'RV@@PGND`[6!.`-Y#@!$M1W\Q*$81(7($``!""!+PAB#:N( M@[1(P`AWD((#@,?'`/RPB1+P0@D"$8(4'A"%($B`,@%XP0INT>:IXQ8?5(B' M='.P'/'@H`KUZ#W>\7%5+(Q=XM;6I"H4@(P>`IX`#2`#%DSP^@;08`G,J&!3'P@"VT0Q0[L`'T4`2F MEA#.YGS0M@OA1A!F)Q`XH`)V$&U7(`ZBH`754`LF$`67@`_'L`:^<"@/00,] M8``JX!T@P0>),`Q!U68ET`@HT$B:5`12(`<"4Q!!``V0<`:A,P).L`*+<`?`&`P$# M`.```U$`FH`.7,6')>`+6<`$$'`'=J`,SI40AR`%0S`02]`.H4!T`G$#>=`& MVG$!GC`#G\:':]`%K*!SS-`%GZ!9#`$&/1`#.T!B(]$`:'`)$U`'?L!O`M`! M'9!`1=8!"5"'3J`93.$%$Q`$2I`#"\&,=3`!YT)=!"$!'&`$$W`)+(`MXM$! MVH$'+'!XFX@#WG@)7^`'?Y(`$``!B$40!)!$`V%`&<=I!%D00-('%!`$`29! M-?(0`\`&7$$((7<4I`:&E2,2TV``(,`*UB@8&;F1(V$$(6``J0!WF_$"F4`, M54B2("$`'J<.10B3+`,$*8+@`,EBDWX3`)Y@`%H@CCPI-QU`!P:@"$/I-V"0 M,CJ7E$5S`)RC<$[),N'PD>$WE;#B!T00#5A9-!VP!W]PD5T)*`'`!L70-V-9 M,0X0"6G9+P$@"X&@A6VI+A>`!%4@EG/I(P/P!XX@6'DY+1)@#5704'\Y+3F0 ..2869F(JYF(S)$`$!`#L_ ` end GRAPHIC 16 y27824mackenzi.jpg GRAPHIC begin 644 y27824mackenzi.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`(P!Y`P$1``(1`0,1`?_$`(D```(#``(#```````` M``````D*!@<(!`L!`@4!`0`````````````````````0```&`@$!!`4&"08/ M``````(#!`4&!P$("1$`$A,5(10U%C8T%S<8.`HQ05%A(C(C,V124V-4567P M<8&ATD,D1)0E)D9F1SD1`0````````````````````#_V@`,`P$``A$#$0`_ M`']#L]TL>?Q8QZ>N<8Q@/7'>SGKZ.F,?A_-V#KFOO"O)%8KSS>:R:\U99DJB MT#U0F]$,DN21F5OS(T/5A6/*8=/9:!W):%J1*[IVF*NS6@,\3`\`-">4+&,A MR'L#6?-WRH-'&5J/(I=#"2Y?L=94I=%%BV"T-,H)<$=9O8\)4.(["Y3&CF<]P396D M.#@F5``9@).,B"[-D.9NT[5WI*XPN+2O(5<6P+$6X'W]L+9*QW-H_6Q`U*BT M+SZS'V,LAPG[\R''E`4=U>F1$+3B$I>%9QAX$H36_D7+GI;#4NS$HWTH78.G M:T2N,QV2A4NU1:*=1L5;,+"YOTFD4#D\>MU_=S524:`*)$A.+R>(2@`QFCP$ M0<@K[P3\ADLA$JV^VKDKA/-OMZ]R;@=ZSU'U`36"I]<XN5NV[/W<+DK< MVFM("@/D;8`QP,3I,93-JI.FZ_IY+`V^^#E7*%L#=A=\37#-"T8KG#\E2KJQHVJSG,]G)C<&@RA_5J'10`3@['%&9&:46J$$0654M MY\HSZF1N7[`ZY;F+XD3L!!\)+&KA7'X^GA!, MA@GCF,LXBRF-%%8P![@+R6E.R,9HCCTS@(.0!]4&,8$26W3O-MKN]R`:[ZQW MK#=O6W.[,';+_8;,H; M077X^*3&3"J>(1]1;NU[VP-52PY0F"D`Y`B[0;L+/`/1S82>J[L$ MQ/RCB5.5A/;2DJKPQFY*8H!%W25.@BDY6<'JSA(VH>`%%XR,X70(?2+'8.L7 MYUM?;`JZO.*B\'V-&N.R>RR2Y]@+12IVY:O=Y);ES6ZR6VSQ90C2YRYNI\7C M\J:8XE(+R(_*1M)"'&!"SG(%1YI8G;VO?$I.=GMPS&H>_'(G(J8I]YC"(T\^ M.ZTT#&PK+&1:WU@2Y;1[.2V0S=T@D9HJB[@L!8Y&-+Q8\>CDS]U;6NYC$8R1\ MK*%6O2M>#E^$X`@3FX`.?(LX[4ZH\S>EZ[ZN%+41:U'ZM11EH"H=?K)>[>AN M&F'L%W!A:T;Z]5]73RODBA]6'FJDN6XP2P\.#?'.,4CQ@#4?.1)ID$$6G)EYN'++7)97,I*>EU(IZ8L['&+=[(-].D2VBJ0V$G MX5!V#0J9R[&+VG8.`M"@LLD)*-&B<%#422,/C!),*.$'J;Z08AYX[(@_)CRL M\9/%8RV`@(H]:C:;WO!^3R`EA1%H)I'WJ=%HQ/"LPA`F?"*.AQJY`+KG!ADB M2A*'XV>X$-S7#H3J!7]RZ?:2:MV7<]A$;4V8VF7#&)KM%8FPE?0O4W4P3/;L M_C32P3.729CBH9M/X_$60XO&,>.B&>D`$`1A+$`?_O!6N,\X?N2_6_E]U`9R MD;)9UC.;U8<<-`9B+YN-M$0MED6?D[<2F4E1>]H0YJRQX)&(X*E*M&$91F$^ M1!/I5ROS^L=9Z>XV-,)3$,DK7#=P+5L9$WB`UH5"=A=1R%K@/OL]`1M28??&6!4,P9ABDXTS(((QR M%O%L5OI]0,MG+4EMSDXW$'L+>$KD3VTM)##69D^45!6C]+'%Q7)2&H*Z4KK! MDA@SQD%FI#$8PXS^AG(=G/H/QSZ`ZQ/:.=ZA/CW)UD+AJFIB%1>R,[N.(QQJ M5Y8G!3P-:0P.4Z-,:4F-$`L("S1!R!6/!'_`#F?\/\`)V`+ M'+1.06E(=1.-AD-//>MY+JCHK0*2C\'U'5NCY%'K*O4:LTKOJDA4M9&H#`G& M$&2S5"[!9G[,0NP"H^\@7L\1#:CB:UWUAA%9..XSSI-0!9@B1Y+,&(80&/L[N37\QY+KGU'YH) MK6F_6F&D%?R>5*Y\T0!SIN806X'N.PY,KBT;:Z(F$)12V7/,J&2S"0N/K&"\ ME#[HT?A*N\#-J2].,;B=U/JC9"HJYBSS-04RV"IBB*(Q=4J&8H/PI\8PQ>3GP3BA M]XL,GR:S/N]+M5[YR4.''+LM#Z>FZX:AXON'PJQ*=KV8/V906S`:R(Y"]@(0 MP/[F[R%0>()`&LPI3ZH>,STA!X@%AMC7#A>;]3Z=W/D>H=23VCX7'JNDT`:BV%,L6J/ M+3L$$E!S@C!F1E]@Q^U[&?=[+_=]7+#G?%]+T42W'FJ2@Z-ONXJ!K0R"O*VL MR6^NVIK5N)%SR*7LD;843:0C3J,-?AA3DA$+]F7WP@4;4R;<>T1L&$.>B?'7 M/5E?-T[GFMD6VXH>GZC14K'%;S,33[71-\@=;18K6/KM/848]6=W=NC*MK&X MH<%@.-`3GN@6'8F@=?-@JU=(;LI5<`M^LFX\J6KXM94;:Y1&R5T=)4JTSR)O M=4QZGH[!UPVD>RO'*@W#V7V8W0UKJ5=HO:&R3E0&JE9 MQK6+7I='VE\D$ERY$V'*Y&[MDC:^MXC)=,-=XDT;CF2&-.CI%:GJQ!#LU_5K"7<,HG5N+7ISCI::JH8% MJ;SS51):\TIP5(@X3YR;@00R@$KC;V$AJ*^:>X(YKL_KY%F/#2P7*S:_:SL( MI/!(>0),TJZ/K:TK4B%D3V(H\9'ZGD#:V%FAP8),$_'3`@/UK1KYK_KI`@1G M76C85K_#Y0H!-G*#0J(,\+("_O2!O"L5/32R!RC\^`F3DD*,X&;@(B>[@6<8 MZY#1?8%^M'75-NKRN[\;MY_YG6FHI3!QVT`NS@DUN!)H<0JL#8EX:E(,B*"M M.DLX2(U!@,]\27!!1F]^V$YM.SZRU;X_X:RU)4]EU% M:#O4K^V2Z('^6>\+5:C(I1FQ]M):*V%F]V&K;KCF,I<3'F=RR[':22Z*66QLZ$"%N)B-6Q;,;>$K"@(38 M2-B%U0$9&8$18Q`8NTN/RE]@F?6#A,IFX1*),XS4N;SDM(J$:`DQB1C-",)N,X!69;L-NCIEJ3LKQHWY$'- M;">+^SI0^P*;JEJL)UA6'=&%T?U3@[.VKVP(AQF+/4^<[71'%K%``-[(0GP4 M6`LD?8"&V$/&@'!?!Z.U+WBVP1+',KH2IG: MN61=-L.*!IZ5RCTDM9G:NHFIQL,(I.B<2I&Z*C_`"4*3"[)A`B\&@"_ M^*9T7\0^X6P54LNXDDVCXH',V)5]0;O$8ZIG269;E7=,(JXLU4TN1&5DB03: M:PJ()7I5,ED96*&O"8):E82G6X-()`\OW@?:Y^U1XM]D'2&)W1=95SQE5KW7 M9#*G5K'5(\6PA71QY?4!"(L]9E3'(D:O6%#"'.2U!90L^C&>P+9:%\&Z7JW,0O%[Z1 MC78P,`^X$@!7[$`Y&MO](=<[`VJA]L,E+:-V?&^.:ZG!KCTED$H.K)BE*1XN MFW;*+&R#?6M0S>YT.C*E60(>7!8RF95F",-$$0/Q2_E8XX=:J8@@ZIL5MMR` M,J:NZU@\*U`B[C>^(P0]`)C-=Q!>GK,EZ9X(J5%I,)D3>[J42TW!.0EE#$'. M,`5MG6!#\W5D^!]5/N?/C;7>^JOYA[A=_P`S)[WSD>8_M_G@Z_$_=_9^ M/W>[Z.G8(#KUT]P-@?\`Y^]?'7?9[[WS=]/*'3Z?>OH\?^M?C]5\7L%SW7T^ MK49]F/X7AO7Y[NOU;OUFOY9^+W<_LCI_K/`[!6U4=/(IS]A;Z,&+Z(^ODGL8 M/QST_P#5O]2_@>P>\9Z>YU._87^/5GPQU]S?ES9]#?\`Y[_6/Z?P.P:H:?CN M:?`?LJ%>Q^OOU_W)\;]?3Y/U]B_G]=[!2EI^UI=]E;VY"_I0Z^:^R!?&']]_ MV)_#=.P?#B/[IC^Q[\=`^$_W'L]H]A]?3[^?R?X3U?L'`O'IZ_+OL7?N&3Z< M.OF'[Y)U]\OZ'I\F_/W.G8,N/'EWUNM"/'^JAYG[@W?Y;X7O3[H>K=6KS+ZG MWEO_`$A\[/7P?/\`S7_:_=[QO4/1ZUV`KSKT\$OV)\J![9Z^!^J/]QT_WG\G MYNO8.4D_44?)>OK*GY)UZ_*1]/&Z_H^+^7L$/4_"DG^"OEZ`?H>]M#Z_-/U]S^OB8_!_?7^+T>)W>P7.G_"/]7\./ - -U>O\D/Y?\W8.5V#_V3\_ ` end GRAPHIC 17 y27824norton.gif GRAPHIC begin 644 y27824norton.gif M1TE&.#EADP`C`,00`("`@$!`0!`0$/#P\.#@X%!04+"PL"`@(*"@H-#0T#`P M,&!@8'!P<)"0D,#`P````/___P`````````````````````````````````` M`````````````````````````"'Y!`$``!``+`````"3`",```7_("2.9&F> M:*JN;$L6CBO/=&W?.&D\0>[_P.`/\'@(C\ADDFA4.I_0%C-*K5(=#X5URQ5B M>]VPF/8=F\\I[`'-;B>*@W8A0*_;ZX*B?E\4!```!@1M+D4Q;'R)BHM\`@F$ M+$4`;0Z5@)<`#96;G$4&G)8+>6`C!`:8``B@JZRL/T4+:`R3-44I.P^/(@N, MO;Y\"GQK##QQ*46D8[8T!#PE`PS!>H<0!;_7V$5:`9(JP0)G;TTS92,->7H" MM"J5QB93.-P/`NXFQ.-B6/@N6."[>@40#/J!RT`\/0QN%=&5;QDYA_(4:`K2 M[$&L&_(,H1B@$4*"C-GT'+@#2-6F$_`>_XZSQB=@/1MZ#J(3,-#$@0<-1+`, MR9,'`&KW:N@;,0#`S40)F5U"MP!`@*8U67!#CSG'BP+0.@(?U4N%T(*#R`U'5!X*&*-/`:T9IX9<"`1"`CP?]C#`*,*,AL.'V7#' MG@%^-$@:"0/4=4R")HA8(P3Z9-C8'S$@N0`D5!I0D3D<5A"<8E<*0(N`R50``.9%6!`>WO(",D+SHR` M#GZ@/?"2"/NEXYYI#J$@SG$N]`B(E(^^-UD"#I!JPBD=H0`@`[ ` end GRAPHIC 18 y27824x1983703.gif GRAPHIC begin 644 y27824x1983703.gif M1TE&.#EAS0`L`+,/`$!`0("`@,#`P#`P,&!@8/#P\*"@H-#0T.#@X'!P<%!0 M4)"0D+"PL````"`@(/___R'Y!`$```\`+`````#-`"P```3_<($Y)D@&OE#D%"@"\OM4H!P8!Q7\+?0!_`K:7 M,]JEU*E]#!L#!M;N(\":X,\=AL&+GB<%#`D#!.HBHO#"]:X@!P,$''QKU&)& M%0><&)P#<:!/NP]5GM&@9Q#5`@`6\8HPDCLX^$NVB0$'`/&851#8,HDHI3AR1Z@,!,ZEE8XHH%3$-6A))'B):3;DT1^-@F5/[:4))8/'N!`!``[ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.B.2

Exhibit (b)(2)

EXECUTION COPY

          FIRST AMENDMENT, dated as of December 7, 2006 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 8, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among EXPEDIA, INC., a Delaware corporation; EXPEDIA, INC., a Washington corporation; TRAVELSCAPE, LLC, a Nevada limited liability company (successor to TRAVELSCAPE, INC., a Nevada corporation); HOTELS.COM, a Delaware corporation; HOTWIRE, INC., a Delaware corporation; the other Borrowing Subsidiaries from time to time party thereto; the Lenders from time to time party thereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and J.P. Morgan Europe Limited, as London Agent.

WITNESSETH:

          WHEREAS, the Lenders have agreed to extend credit to the Borrowers under the Credit Agreement on the terms and subject to the conditions set forth therein; and

          WHEREAS, the Company has requested that the Lenders amend certain provisions of the Credit Agreement and the Lenders under the Credit Agreement whose signatures appear below, constituting at least the Required Lenders, are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein;

          NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

          SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble hereto) have the meanings assigned to them in the Credit Agreement.

          SECTION 2. Amendment of Section 6.05. Section 6.05 of the Credit Agreement is hereby amended in its entirety to read as follows (such amendment to be given effect as of July 8, 2005, as if the Credit Agreement as originally executed had contained the amended section):

          “SECTION 6.05. Restricted Payments. The Company will not, and will not permit any of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (a) the Company may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company and the Subsidiaries and (d) the Company may declare or make, or agree to make, so long as no Default or Event of Default shall exist, and, if declared or agreed

2

to be made in accordance with this clause (d), may make, Restricted Payments in an aggregate amount during any fiscal year not to exceed, when taken together with all other Restricted Payments made or agreed to be made under this clause (d) during the term of this Agreement, 50% of the Company’s cumulative Consolidated Net Income for each fiscal quarter of the Company for which financial statements shall have been delivered under Section 5.01(a) or (b) commencing with the first full fiscal quarter after the consummation of the Spin-Off; provided, however, that so long as no Default or Event of Default shall exist or would be caused thereby, the Company may make Restricted Payments without limitation if the Leverage Ratio as of the end of the most recently completed fiscal quarter, giving pro forma effect to such Restricted Payments and any related incurrence of Indebtedness as if they had occurred on the last day of such quarter, shall have been equal to or less than 2.0 to 1.0.”

     SECTION 3. Representations, Warranties and Agreements. The Company, as to itself and each of the Subsidiaries, hereby represents and warrants to and agrees with each Lender and the Agents that:

          (a) The representations and warranties set forth in Article III of the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the Amendment Effective Date (as defined below) and after giving effect to this Amendment, with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct as of such earlier date.

          (b) As of the Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

     SECTION 4. Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Company and Lenders constituting at least the Required Lenders.

     SECTION 5. Credit Agreement. Except as specifically stated herein, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof. As used therein, the terms “Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as modified hereby.

     SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single

3

instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart hereof.

     SECTION 8. Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

4

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the date first above written.

EXPEDIA, INC., a Delaware corporation,
by:	/s/ Bret Myers
	Name:	Bret Myers
	Title:	Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
by:	/s/ Peter B. Thauer
	Name:	Peter B. Thauer
	Title:	Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

Bank of America N.A.

by:	/s/ Thomas J. Kone
	Name:  Thomas J. Kone
	Title:  Senior Vice President

by:	1
	Name:
	Title:

¹ For any institution requiring a second signature line.

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

Wachovia Bank N.A.

by:	/s/ Scott Sudreth
	Name:  Scott Sudreth
	Title:  Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

The Royal Bank of Scotland plc

by:	/s/ Bruce Ferguson
	Name:  Bruce Ferguson
	Title:  Managing Director

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

HSBC Bank USA, N.A.

by:	/s/ Darren Pinsker
	Name:  Darren Pinsker
	Title:  Senior Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

BNP Paribas

by:	/s/ Richard Paue
	Name:  Richard Paue
	Title:  Managing Director

by:	/s/ Nanette Baudon
	Name:  Nanette Baudon
	Title:  Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

Societe Generale

by:	/s/ Nigel Elvey
	Name:  Nigel Elvey
	Title:  Vice President

To approve the First Amendment to the Expedia, Inc. Credit Agreement:

Name of Institution:

U.S. Bank National Association

by:	/s/ David M. Purcell
	Name:  David M. Purcell
	Title:  Vice President

EX-99.D.22

Exhibit (d)(22)

Expedia Retirement Savings Plan

(Effective on the Distribution Date)

TABLE OF CONTENTS

Page

ARTICLE I	DEFINITIONS	1
ARTICLE II	SERVICE	12
ARTICLE III	ELIGIBILITY	15
ARTICLE IV	CONTRIBUTIONS	16
ARTICLE V	VESTING AND FORFEITURES	25
ARTICLE VI	ALLOCATION	27
ARTICLE VII	DISTRIBUTIONS	31
ARTICLE VIII	MINIMUM DISTRIBUTION REQUIREMENTS	37
ARTICLE IX	IN-SERVICE WITHDRAWALS AND LOANS	43
ARTICLE X	VOTING AND OTHER RIGHTS	48
ARTICLE XI	PAYMENT OF BENEFITS	50
ARTICLE XII	ADMINISTRATION OF THE PLAN	51
ARTICLE XIII	FUNDING OF PLAN	58
ARTICLE XIV	AMENDMENT OF THE PLAN	59
ARTICLE XV	TERMINATION OF THE PLAN	60
ARTICLE XVI	PROVISIONS RELATING TO TOP-HEAVY PLAN	61
ARTICLE XVII	MISCELLANEOUS	66
ARTICLE XVIII	ADOPTION OF PLAN BY AFFILIATE	68
EXHIBIT A	ADOPTING EMPLOYERS	A-1
EXHIBIT B	SPECIAL VESTING PROVISIONS	B-1
EXHIBIT C	SPECIAL RULES REGARDING CERTAIN TRANSFERRED
	PARTICIPANTS	C-1

 i 

PREFACE

          It is the purpose of this Plan to provide a means of providing retirement and other benefits to employees of Expedia, Inc. (the “Company”) and certain related companies and to provide employees with a means to save for their retirement.

          The provisions of the Plan are effective on the date of the pro rata distribution (or spin-off) (the “Distribution Date”) of all of the outstanding shares of common stock of Expedia, Inc., a Delaware corporation (“Expedia Parent”) to the stockholders of IAC/InterActiveCorp. Immediately prior to the Distribution Date, the Company was a whollyowned subsidiary of IAC/InterActiveCorp. As a result of the foregoing corporate transactions and as soon as practicable after the Distribution Date, the assets and liabilities of the account balances in IAC/InterActiveCorp. Retirement Savings Plan (“Prior Plan”) attributable to the individuals who, as of the day immediately prior to the Distribution Date, had been active and former employees of Expedia Parent and its subsidiaries or designated employees, of IAC/InterActiveCorp who will become Employees of the Company or its Affiliates, will be transferred to the Plan in a trust-to-trust transfer of assets and liabilities (“Trust-to-Trust Transfer”) in accordance with the requirements of Treasury Regulation Section 1.414(1).

          The Plan herein set forth and its related Trust are hereby designated as constituting parts of a plan and trust intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended, and to be exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended.

          The Plan, which is a profit-sharing plan, continues to provide for an Internal Revenue Code Section 401(k) feature. The Plan is intended to be an “eligible individual account plan” within the meaning of Section 407(d)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which may invest all or a portion of its assets in “qualifying employer securities,” as defined in Section 407(d)(5) of ERISA.

ARTICLE I

DEFINITIONS

          The following words and terms as used in this Plan shall have the meanings set forth below, unless a different meaning is clearly required by the context:

          1.1 Account. The total of sub-accounts maintained by the Trustee to record the interest of a Member in the Plan consisting of the 401(k) Account, Catch-Up Contribution Account, Matching Contribution Account, Profit-Sharing Account, QNEC Account, After-Tax Account and, if applicable, Rollover Account.

          1.2 Accrued Benefit. The net value of all assets, earned or accrued, allocated to a Member’s Account.

          1.3 Acquired Company. An entity that has been acquired by the Company or an Affiliate.

          1.4 Adopting Employer. An entity that is an Eligible Company and assumes the obligations of the Plan and Trust in accordance with its by-laws (or similar governing documents) and applicable law and with the consent of the Company. If the Plan is only adopted by the Adopting Employer with regard to certain divisions, only those divisions shall be deemed the Adopting Employer and the other divisions of such Adopting Employer shall not be deemed to be an Adopting Employer and shall not assume the obligations of the Plan hereunder. The Initial Adopting Employers are listed on Exhibit A to the Plan.

          1.5 Affiliate. An entity or trade or business presently or in the future existing, which (a) is a member of the controlled group which includes either the Company or an Adopting Employer, as applicable, or are under common control with the Company or an Adopting Employer, as applicable, as such terms are defined in Section 414 of the Code, but only during such period as such entities or trades or businesses are members of the controlled group which includes the Company or an Adopting Employer, as applicable, are under common control with the Company or an Adopting Employer; or (b) is required to be aggregated with the Company or an Adopting Employer pursuant to Sections 414(m) or (o) of the Code, but only during the period the entity or trade or business is required to be so aggregated. Unless the context indicates otherwise, Affiliate shall mean an Affiliate of the Company.

          1.6 After-Tax Account. The Member’s sub-account with respect to after-tax contributions made to a Historic Plan prior to the merger of the Historic Plan into the Plan with respect to After-Tax Contributions made to the Plan and earnings and losses thereon.

          1.7 After-Tax Contribution. A contribution made pursuant to Section 4.3 of the Plan or a predecessor provision.

          1.8 Beneficiary. The individual or trust designated by a Member, in a manner acceptable to the Committee, to receive benefits payable under this Plan in the event of the Member’s death; provided that, if the Member is married at the time of his death, his Spouse

1

shall be the Beneficiary, unless such Spouse does not survive him or a different Beneficiary is designated by the Member and consented to by the Spouse in accordance with the provisions of Section 7.5 hereof. If no Beneficiary is designated by the Member, then:

          (a) the Member’s Beneficiary shall be the Member’s Spouse, or

          (b) if the Member is not married, but has designated an individual as the Member’s domestic partner, in such manner as prescribed by the Committee, and has not revoked such designation, the Member’s Beneficiary shall be the Member’s designated domestic partner; or

          (c) if the Member has neither a Spouse nor a designated domestic partner, the Member’s Beneficiary shall be the Member’s estate.

          Upon the valid designation of a new Beneficiary, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last beneficiary designation form filed by the Member and accepted by the Committee prior to his death.

          1.9 Benefit Starting Date. The first day for which an amount is payable (i.e., the date on which all events have occurred which entitle the Member to such benefits) without regard to administrative delay and not the actual payment date.

          1.10 Board. The Board of Directors of the Company or a duly authorized committee thereof.

          1.11 Catch-Up Contribution . A contribution made pursuant to Section 4.2 of the Plan or a predecessor provision.

          1.12 Catch-Up Contribution Account. The Member’s sub-account with respect to Catch-Up Contributions to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to Catch-Up Contributions made to the Plan, and earnings and losses thereon, pursuant to Section 4.2 and earnings and losses thereon.

          1.13 Child Rearing Absence. Any period of absence of an Employee by reason of the pregnancy of such Employee, by reason of the birth of a child of such Employee, by reason of the placement of a child with such Employee in connection with the adoption of such child by such Employee, or for purposes of caring for such child for a period beginning immediately following such birth or placement. Child Rearing Absences shall be granted in accordance with such policies as may, from time to time, be adopted by the Employer, and none of the provisions of this Plan shall be construed to afford any Employee any rights other than in accordance with such policies.

          1.14 Code. The Internal Revenue Code of 1986, as amended.

          1.15 Committee. The committee appointed by the Company for the purpose of administering the Plan on its behalf as set forth in Article XII.

2

          1.16 Company. Expedia, Inc., a Washington corporation, and any successor by merger, consolidation, purchase or otherwise.

          1.17 Compensation. Except as specifically set forth below, all cash compensation for services paid by an Employer to a Participant that is to be included on the Participant’s W-2 for such year including salary, bonuses, commissions and overtime pay. Compensation shall also include contributions made by an Employer on behalf of a Participant pursuant to a salary reduction agreement between an Employer and a Participant under Code Sections 125, 132(f), 401(k) and 414(v). Compensation shall exclude: (1) all noncash compensation and any contributions by the Employer to, or benefits paid under, this Plan or any other pension, profit-sharing, fringe benefit, group insurance (including, without limitation, life insurance or health insurance) or other employee welfare plan (including, without limitation, severance or disability) or any deferred compensation arrangement (other than any salary reductions under Code Sections 125, 132(f) and 401(k)); (2) amounts paid under any relocation plan of the Employer; (3) income on the exercise of a nonstatutory stock option or any other type of stock award; (4) income on the disqualifying disposition of shares of stock acquired under any stock option plan or stock purchase plan of the Employer or any other type of stock award; (5) all items of imputed income; (6) amounts paid pursuant to any long-term compensation plan maintained by the Employer; (7) cash prizes and awards; (8) automobile allowances; (9) meal allowances; and (10) travel expenses and allowances.

          Compensation for any Plan Year shall not exceed two hundred ten thousand dollars ($210,000), as adjusted for cost-of-living increases, in accordance with Section 401(a)(17) of the Code. With respect to any short Plan Year, Compensation shall not exceed the foregoing limit multiplied by a fraction, the numerator of which is the number of months in the short Plan Year and the denominator of which is twelve (12).

          1.18 Disability. A Participant will be deemed to have a Disability for purposes of the Plan if he becomes eligible for and receives benefits under the Employer’s long-term disability plan for as long as such plan provides.

          1.19 Effective Date. The Distribution Date is as described in the Preface of the Plan.

          1.20 Elective Deferrals. The sum of:

          (a) Any salary reduction contribution under a qualified cash or deferred arrangement (as defined in Code Section 401(k)) including contributions made pursuant to Section 414(v) of the Code, to the extent not includable in gross income for the taxable year under Code Section 402(e)(3) (determined without regard to the limitation set forth in Code Section 402(g));

          (b) Any salary reduction contribution to the extent not includable in gross income for the taxable year under Code Section 402(h)(1)(B) (determined without regard to the limitation set forth in Code Section 402(g)); and

          (c) Any salary reduction contribution to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement (within the meaning of Code Section

3

3121(a)(5)(D)), provided that the limitation set forth in Section 4.1(g) hereof shall be adjusted for any such contribution to the extent set forth in Code Sections 402(g)(4) and (8).

          1.21 Eligible Company. All corporations and other entities presently or hereafter existing, which are designated by the Company as being eligible to be an Employer under this Plan, but only during the period any such corporation or other entity is so eligible, without regard to whether it is an Affiliate.

          1.22 Eligible Employee. Any Employee of an Employer other than an Employee whose employment is governed by the terms of a collective bargaining agreement between Employee representatives (within the meaning of Code Section 7701(a)(46)) and the Employer (except to the extent that the collective bargaining agreement expressly provides for the inclusion of such Employees), a Leased Employee, or a nonresident alien who receives no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)). An individual classified by the Employer at the time services are provided as either an independent contractor or an individual who is not classified by the Employer as an Employee but who provides services to the Employer through another entity shall not be eligible to participate in this Plan during the period that the individual is so initially classified, even if such individual is later retroactively reclassified as an Employee during all or any part of such period pursuant to applicable law or otherwise.

          1.23 Employee. Any individual employed by an Employer, as used herein, including any Leased Employee. The term “Employee,” as used herein, shall exclude any other agent or independent contractor.

          1.24 Employer. The Company and any Affiliate or Eligible Company that is or hereafter becomes an Adopting Employer.

          1.25 Employment Commencement Date. The first day on which an Employee is credited with an Hour of Service.

          1.26 Expedia Stock. Common stock of Expedia, Inc., a Delaware corporation.

          1.27 Expedia Stock Option. An investment vehicle under the Plan which is intended to invest in Expedia Stock.

          1.28 ERISA. Employee Retirement Income Security Act of 1974, as amended.

          1.29 Fair Market Value. With respect to a specified date, the closing price of a share of Expedia Stock as reported for the preceding trading day on the principal national securities exchange in the United States on which it is then traded, or, if Expedia Stock is not traded on any national securities exchange, as quoted on an automated quotation system sponsored by the National Association of Securities Dealers, Inc., or if the sales of the Expedia Stock shall not have been reported on such date, on the first day prior thereto on which the Expedia Stock was reported or quoted. With respect to investments other than investments in Expedia Stock, Fair Market Value shall be determined by the entity maintaining the applicable Investment Option, in accordance with generally accepted valuation methods and practices.

4

          1.30 401(k) Account. The Member’s sub-account with respect to 401(k) Contributions made to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to 401(k) Contributions made to the Plan, and the earnings and losses thereon.

          1.31 401(k) Contribution. A contribution made pursuant to Section 4.1 of the Plan or a predecessor provision.

          1.32 Highly Compensated Employee.

          (a) Any Employee who:

     (i) if the Employer is a corporation, any Employee who owned (or is considered as owning within the meaning of Section 318 of the Code) at any time during the current or preceding Plan Year more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or if the Employer is not a corporation, any Employee who owned at any time during the current or preceding Plan Year more than five percent (5%) of the capital or profit interest in the Employer; or

     (ii) received Section 414 Compensation from the Employer and Affiliates in excess of ninety thousand dollars ($90,000), as adjusted by the Secretary of the Treasury, in the preceding Plan Year, and was among the top twenty percent (20%) of Employees when ranked on the basis of compensation, as defined under Code Section 415(c)(3), during such Plan Year. In determining the number of Employees in the top twenty percent (20%) for purposes of this paragraph, the following Employees shall be excluded:

     (1) Employees who have not completed six (6) months of service;

     (2) Employees who normally work fewer than seventeen and one-half (17-¹/2) hours per week;

     (3) Employees who normally work during not more than six (6) months during any year;

     (4) Employees who have not attained age twenty-one (21); and

     (5) except to the extent provided in regulations issued by the Internal Revenue Service, Employees who are included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between the Employee representatives and the Employer.

          (b) A former Employee shall be treated as a Highly Compensated Employee if:

5

     (i) such Employee was a Highly Compensated Employee when such Employee separated from service; or

     (ii) such Employee was a Highly Compensated Employee at any time after attaining age fifty-five (55).

          For purposes of determining status as a Highly Compensated Employee under Treasury Regulation Section 1.414(q)-1T, A-4, whether an Employee was a Highly Compensated Employee for the respective year that ended on or after the Employee’s attainment of age fifty-five (55), or that was a separation year, is based on the rules applicable to determining Highly Compensated Employee status as in effect for that year.

          1.33 Highly Compensated Group.

          (a) With respect to an Employer for any Plan Year, the group of all Highly Compensated Employees.

          (b) Prior to determining the Highly Compensated Group, Code Sections 414(b), (c), (m) and (o) shall be applied.

          (c) Persons who are nonresident aliens and who receive no earned income (within the meaning of Code Section 911(d)(2)) from the Employer or its Affiliates which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)) shall not be treated as Employees for purposes of determining the Highly Compensated Group.

          1.34 Historic Plan. A plan that is merged into and with the Plan (or prior to the Effective Date, the Prior Plan, if the assets of such Historic Plan were transferred to this Plan pursuant to the Trust-to-Trust Transfer described in the Preface) or from which the Plan receives a trustee-to-trustee transfer, but only to the extent of such transfer. Except as otherwise provided herein, the benefits of any Member who does not perform an Hour of Service on or after the Distribution Date shall be governed by the provisions of the Historic Plan in effect as of the date of such Member’s Termination of Employment.

          1.35 IAC Stock. Common stock of IAC/InterActiveCorp which Members hold in their Accounts as of the Distribution Date.

          1.36 Investment Option. One of the investments designated by the Committee for the investment of contributions made to the Plan, including a brokerage account under the Plan or an option to direct the Named Fiduciary to appoint an “investment manager,” as defined in Section 3(38) of ERISA, to allocate the Participant’s Account balance among other Investment Options (other than a brokerage account, the Expedia Stock Option or IAC Stock) in its discretion in accordance with its fiduciary duties under ERISA.

          1.37 Leased Employee. Any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person (“leasing organization”) has performed services for a recipient (or for the recipient and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of

6

at least one year, and such services are performed under primary direction or control by the recipient. Contributions or benefits provided a Leased Employee by the leasing organization that are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer.

          1.38 Leave of Absence. Any absence approved by the Employer, other than absence which qualifies as a Child Rearing Absence or a Military Leave of Absence, including, but not limited to, sick or disability leave.

          1.39 Limitation Year. The Plan Year.

          1.40 Matching Contribution. A contribution made pursuant to Section 4.4 of the Plan (or a predecessor section) as a result of a 401(k) Contribution made pursuant to Section 4.1 hereof (or a predecessor section).

          1.41 Matching Contribution Account. The Member’s sub-account with respect to Matching Contributions made to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to Matching Contributions made to the Plan and the earnings and losses thereon.

          1.42 Member. A Participant, including a Transferred Participant, a Terminated Participant or a Retired Participant who has an Accrued Benefit under the Plan or an individual who (i) was a participant in a plan which was merged into the Plan and (ii) has an Account balance under the Plan.

          1.43 Military Leave of Absence. Absence of an Employee in military service for the United States of America, provided that the Employee returns to the employ of the Employer prior to the end of any period prescribed by the laws of the United States during which he has reemployment rights with the Employer; and provided further that such military service and the Employee’s subsequent return to employment with the Employer satisfy the requirements for guaranteed reemployment under the Selective Services Act, the Uniform Services Employment and Reemployment Act or any similar law then existing.

          1.44 Named Fiduciary. The Company except where the Member (or Beneficiary thereof) or the Trustee shall be a “named fiduciary” with respect to the vote or tender of Expedia Stock as set forth in Article X or as provided in Section 6.10 of the Plan.

          1.45 Non Highly Compensated Group. That group of Participants who are not included in the Highly Compensated Group.

          1.46 Normal Retirement Age. The Member’s attainment of age fifty-five (55).

          1.47 Normal Retirement Date. The first day of the month coinciding with or immediately following the Member’s attainment of Normal Retirement Age.

          1.48 Payroll Period. The applicable period for which Compensation is paid to a Participant.

7

          1.49 Participant. Any Employee who shall have become a Participant in the Plan in accordance with the provisions of Article III hereof, and whose participation shall not have ceased. A Participant’s participation shall cease upon his ceasing to be an Eligible Employee. The term Participant shall not include Retired Participants and Terminated Participants.

          1.50 Period of Prior Service. The period of time for which an Employee is directly or indirectly paid or entitled to payment (including back pay, if any, irrespective of mitigation or damages) by IAC/InterActiveCorp and Prior Affiliates, with respect to the period of time immediately preceding the Plan’s Effective Date; and (d) a Predecessor Employer, with respect to the period of time immediately preceding the Employee’s service with the Employer; provided, that such total period of prior service shall end on the date immediately prior to the date the Employee performs an Hour of Service for the Employer. Notwithstanding any contrary provision contained herein, service under (a), (b) and (c) above shall only be recognized under the Plan if such service was recognized under the Prior Plan.

          1.51 Plan. The Expedia Retirement Savings Plan, as herein set forth and as hereafter amended.

          1.52 Plan Administrator. The Company shall be the administrator of the Plan, as defined in Section 3(16)(A) of ERISA.

          1.53 Plan Year. A period of twelve (12) months beginning on January 1st and ending on the following December 31^st provided that the initial Plan Year shall commence on the Effective Date and end on December 31, 2005.

          1.54 Prior Affiliate. With respect to IAC/InterActiveCorp, such corporations and other entities which, prior to the Effective Date, are: (a) members of the controlled group which includes IAC/InterActiveCorp or are under common control with IAC/InterActiveCorp, as such terms are defined in Section 414 of the Code, but only during such period as such corporations or entities are members of the controlled group which includes IAC/InterActiveCorp or are under common control with IAC/InterActiveCorp; and (b) any other entity required to be aggregated with IAC/InterActiveCorp pursuant to Sections 414(m) or (o) of the Code, but only during the period the entity is required to be so aggregated.

          1.55 IAC/InterActiveCorp. IAC/InterActiveCorp.

          1.56 Prior Plan. IAC/InterActiveCorp Retirement Savings Plan, as amended and restated effective August 1, 2003 and as thereafter amended.

          1.57 Profit-Sharing Account. The Member’s sub-account with respect to Profit Sharing Contributions to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to Profit-Sharing Contributions to the Plan, and earnings and losses thereon.

          1.58 Profit-Sharing Contributions. A contribution made pursuant to Section 4.7 of the Plan or a predecessor provision.

8

          1.59 QNEC Account. The Member’s sub-account with respect to QNECs to a Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to QNECs made to the Plan, and earnings and losses thereon.

          1.60 QNECs. Qualified non-elective contributions made pursuant to Section 4.6 of the Plan or a predecessor section used to satisfy the Actual Deferral Percentage Test (as described in Section 4.1(c)) or the Actual Contribution Percentage Test (as described in Section 4.5).

          1.61 Reemployment Commencement Date. The first day on which an Employee is credited with an Hour of Service following a Period of Severance which is not included as a Period of Service.

          1.62 Retired Participant. A former Participant who has retired on or after Normal Retirement Age and is eligible to receive benefits under the Plan.

          1.63 Rollover Account. The total of the following Member’s sub-account with respect to Rollover Contributions to an Historic Plan prior to the merger of the Historic Plan into the Plan and with respect to Rollover Contributions to the Plan pursuant to Section 4.9 or a predecessor section, and earnings and losses thereon:

          (a) General Rollover Account. The Member’s sub-account with respect to Rollover Contributions, excluding after-tax rollovers made to the Plan, and earnings and losses thereon.

          (b) After-Tax Rollover Account. The Member’s sub-account with respect to the portion of Rollover Contributions that consist of after-tax contributions that would not have been includible in the Member’s gross income if received directly by him and earnings and losses thereon.

          1.64 Rollover Contribution. A contribution made to the Plan pursuant to Section 4.9 of the Plan.

          1.65 Section 414 Compensation. An individual’s total “wages” as defined in Section 3401(a) of the Code for purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on its nature or location of employment or services performed (such as the exception for agricultural labor in Section 3401(a)(2) of the Code). The determination shall be made without taking into account the exclusions under Code Sections 125, 132(f), 402(e)(3) and 402(h)(1)(B). Section 414 Compensation shall be measured based on compensation actually paid or made available to a Participant during the measuring period and not on an accrued basis. For purposes of Section 4.1(c) and Section 4.3(b), Section 414 Compensation for any Plan Year shall not exceed two hundred ten thousand dollars ($210,000), as adjusted for cost-of-living increases, in accordance with Section 401(a)(17) of the Code, and with respect to any short Plan Year, Section 414 Compensation shall not exceed the foregoing limit multiplied by a fraction, the numerator of which is the number of months in the short Plan Year and the denominator of which is twelve (12). With respect to any Member who participated in the Prior Plan during any portion of the period beginning on January 1, 2003 and ending on the day before the Effective Date (“Interim

9

Period”), for purposes of the Plan Year ending on December 31, 2005, Statutory Compensation shall include all compensation described in this Section paid to such Member by IAC/InterActiveCorp or the Prior Affiliate during the Interim Period.

          1.66 Spouse. A Participant’s legal spouse.

          1.67 Terminated Participant. An individual who ceases to be a Participant as a result of a Termination of Employment for any reason other than death and who is eligible to receive benefits under the Plan.

          1.68 Termination of Employment. Separation from the employment of all Employers and their Affiliates for any reason, including, but not limited to, retirement, death, disability, resignation or dismissal with or without cause. Where an Employee enters upon an authorized Leave of Absence or layoff, Termination of Employment shall not be deemed to occur until his Leave of Absence expires without immediate reemployment, or in the case of layoff, he is not rehired within the time established by the Committee in accordance with the general policy of the Employer. Where an Employee is on a Military Leave of Absence, Termination of Employment shall not be deemed to occur unless and until the Employee fails to return to employment prior to the end of the period during which his right to reemployment is protected by the Selective Service Act, or Uniform Services Employment and Reemployment Act or any similar law then existing. In the event that an Employee is transferred from one Employer or Affiliate to another Employer or Affiliate, the Employee will not be deemed to have incurred a Termination of Employment until he is no longer employed by any Employer or Affiliate. In the event the Employer or an Affiliate sells some or all of its assets, any Employee who in connection with, or as a result of, such sale becomes employed by the acquirer of such assets shall not, for purposes of Article VII hereof and only for such purposes, be deemed to have incurred a Termination of Employment if and to the extent the Employer or Affiliate makes arrangements for a trustee-to-trustee transfer of all or a portion of a Participant’s Account to any qualified retirement plan sponsored by the acquirer of such assets unless and until the Employee is no longer employed by such acquirer or any entity thereafter acquiring the aforesaid assets, provided that the foregoing shall not apply to the extent that the disposition is covered by subsection (iii) or subsection (iv) of Section 9.1(a) hereof or at any time at or after the disposition at which the Participant has attained age fifty-nine and one-half (59-¹/2). For purposes of the foregoing sentence, and only for such purposes, a sale of stock of an Employer or Affiliate shall be within the meaning of a “sale of assets.”

          1.69 Transferred Participant. Any person who was a participant in a Historic Plan and whose account thereunder was transferred to the Plan pursuant to the merger of the Historic Plan into the Plan or Prior Plan. Unless otherwise specified herein, the benefits of any Transferred Participant who does not perform an Hour of Service on or after the effective date that the plan in which he participated became a Historic Plan shall be governed by the provisions of such plan in effect as of the day such Transferred Participant terminated employment.

          1.70 Trust. The Trust adopted by the Company under the Trust Agreement incorporated hereto and made a part hereof, which is established to hold and invest contributions made under the Plan, as amended from time to time. If the Trust Fund is held by an insurance

10

company pursuant to a direct contract or an annuity contract, the reference to Trust shall include such a contract.

          1.71 Trustee. Such person or persons or corporation appointed and acting as trustee or successor trustee of the Trust under the Trust Agreement.

          1.72 Trust Fund. All assets of whatsoever kind or nature, including all property and income, held from time to time by the Trustee under the Trust.

          1.73 Valuation Date. Each day on which trades are made on the New York Stock Exchange or such other dates as the Committee may determine in accordance with its rules and procedures.

          1.74 Value. The Member’s Accrued Benefit with regard to his Account or sub-account, as the case may be.

Construction

          The masculine gender where appearing in this Plan shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary. Where appropriate, words used in the singular include the plural and the plural includes the singular. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to this entire Plan, not to any particular provision or section.

11

ARTICLE II

SERVICE

          2.1 Hours of Service. “Hours of Service” means hours for which an Employee is or will be directly or indirectly compensated by the Employer or any Affiliate for the performance of duties, including overtime (but only actual hours worked irrespective of premium pay) and hours for which a back pay award is made (without offset for mitigation of damages).

          Notwithstanding any other provision to the contrary, Hours of Service shall be credited with regard to an Employee’s prior hours of service with a IAC/InterActiveCorp to the extent such hours of service were credited under a Historic Plan.

          2.2 Childrearing Absence. An Employee who incurs a Childrearing Absence shall be credited with Hours of Service for the period of such absence equal to either (i) the Hours of Service that would have been credited to such Employee but for such Childrearing Absence, or (ii) if the Hours of Service to be credited to such Employee pursuant to the preceding clause (i) cannot be determined, eight (8) Hours of Service for each normal workday of absence; provided, however, that in no event shall any Employee be credited with more than five hundred and one (501) Hours of Service under this Section 2.2. The Severance from Service Date of an Employee who incurs a Childrearing Absence that extends beyond the first anniversary of the first date of such Childrearing Absence is the second anniversary of the first date of absence. The period between the first and second anniversary will be treated as neither a Period of Severance nor a Period of Service.

          2.3 Period of Service. A period commencing on the Employee’s (i) Employment Commencement Date or (ii) Reemployment Commencement Date, whichever is applicable, and ending on the Severance from Service Date, as defined below. A Period of Service includes a Period of Severance, as defined below, of less than twelve (12) consecutive months; provided, however, that if an Employee is absent from service on the date immediately preceding his Severance from Service Date, as defined below, his Period of Severance shall be included in his Period of Service only if he again performs an Hour of Service within twelve (12) months after the commencement of such absence. An Employee’s Period of Service shall include the period of such Employee’s Military Leave of Absence. If an Employee is reemployed by the Employer after a One Year Period of Severance, as defined below, his prior Period of Service shall be reinstated if:

          (a) the Employee had met the requirements for a vested benefit under the Plan at the time of the Employee’s Severance from Service Date, or

          (b) the number of the Employee’s consecutive One Year Periods of Severance immediately prior to the Employee’s Reemployment Commencement Date does not exceed the greater of (i) five (5) or (ii) the aggregate number of years of the Employee’s Period of Service prior to his Period of Severance,

          (c) A Period of Service shall include an Employee’s Period of Prior Service.

12

          (d) Solely for purposes of Section 5.1(b) of the Plan, subject to Section 2.3 of the Plan, each participant in a Historic Plan that did not use the “elapsed time” method of calculating service for vesting purposes as described in Department of Labor Regulation §2530.204-3(a) who became a Participant in the Plan on or after the date that the respective Historic Plan under which he or she was a participant merged into the Plan (the “Applicable Merger Date”), shall receive credit for years in a Period of Service in accordance with Treasury Regulation 1.410(a)-7(g) equal to the sum of:

     (i) The number of Years of Service (as defined under the Historic Plan) credited to such Member before the Applicable Merger Date (the “Applicable Computation Period”);

     (ii) The greater of (x) the Period of Service credited to such Member under the vesting schedule set forth in Section 5.1(b) for his service during the entire Applicable Computation Period or (y) the Years of Service credited to such Participant under the applicable vesting schedule set forth under the Historic Plan immediately prior to the Applicable Merger Date; and

     (iii) The number of his years in a Period of Service commencing on or after the Applicable Merger Date.

          2.4 Severance.

          (a) Period of Severance. A period of time commencing on the Severance from Service Date and ending on the date the Employee again performs an Hour of Service. An Employee shall not suffer a Period of Severance due to a Military Leave of Absence to the extent required by law.

          (b) One Year Period of Severance. A Period of Severance of at least twelve (12) consecutive months.

          (c) Severance from Service Date. The earlier of (i) the date an Employee quits, retires, is discharged or dies, or (ii) the first anniversary of the first date of a period in which an Employee is continuously absent from service (with or without pay) with the Employer for any reason other than quitting, retirement, discharge or death.

          (d) Childrearing Absence. For purposes of Section 2.2, the Severance from Service Date of an Employee who incurs a Childrearing Absence that extends beyond the first anniversary of the first date of such Childrearing Absence is the second anniversary of the first date of absence and the period between the first and second anniversary will be treated as neither a Period of Severance nor a Period of Service.

          2.5 Military Service. (a) Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

          (b) In the case of an Eligible Employee who is on Military Leave of Absence and who becomes employed as an Eligible Employee of an Employer who was not his Employer

13

immediately prior to his Military Leave of Absence, the liability to fund the benefits under the Plan for such Eligible Employee for the period of the Military Leave of Absence shall be the responsibility of the Eligible Employee’s last Employer before the Military Leave of Absence; provided, however, that if such Employer is no longer an Adopting Employer, such liability shall be borne by each Employer.

          2.6 Multiple Employer Plan. Solely to the extent required by Department of Labor Regulation Section 2530.210(c)(1) and applicable law, if the Plan is a “multiple employer plan,” as defined under Section 413 of the Code, the following shall apply:

          (a) for purposes of eligibility and vesting only, Hours of Service shall include all Hours of Service during covered service with all Employers and all contiguous noncovered service; and

          (b) for benefit accrual purposes, Hours of Service shall include all Hours of Service during covered service with all Employers.

          For purposes of this Section, the terms “covered service,” “noncovered service” and “contiguous” shall have the same meanings as used in Department of Labor Regulation Section 2530.210(c)(3).

14

ARTICLE III

ELIGIBILITY

          3.1 Former Participants and Member of the Prior Plan. (a) Each Eligible Employee who was a participant in the Prior Plan on the day immediately preceding the Effective Date shall be eligible to become a Participant in the Plan on the Effective Date.

          (b) Each other person who had an account balance in the Prior Plan transferred to the Plan in the Trust-to-Trust Transfer will automatically become a Member in the Plan with respect to his transferred account balance on the date the Trust-to-Trust Transfer is completed.

          3.2 Future Employees. Each future Eligible Employee and each current Eligible Employee who is not eligible to become a Participant in accordance with Section 3.1 hereof shall become a Participant in the Plan on the first day of the Payroll Period coinciding with or next following:

          (a) The Eligible Employee’s Employment Commencement Date; or

          (b) The date on which the Eligible Employee attains age twenty-one (21) or, effective January 1, 2006, age eighteen (18).

          3.3 Reemployment. Any Member who is reemployed and who satisfies the requirements of Section 3.2 shall become a Participant in the Plan as of the date of his Reemployment Commencement Date. An Employee who is reemployed but who is not eligible to become a Participant in accordance with Section 3.2 shall not be eligible to become a Participant until he satisfies the requirements of Section 3.2 based on his Employment Commencement Date or Reemployment Commencement Date, whichever is applicable.

          3.4 Automatic Enrollment. In accordance with any rules, regulations and/or administrative guidelines prescribed by the Committee, unless and until otherwise elected by the Eligible Employee, an Eligible Employee who becomes a Participant in accordance with this Article III on or after January 1, 2006 shall be deemed to: (A) enter into a salary reduction agreement with the Employer to make 401(k) Contributions to the Participant’s 401(k) Account pursuant to Section 4.1 equal to a percentage of his Compensation and (B) make an election to invest his Account in the Fidelity Freedom Fund with a target retirement date closest to the date that the Participant will attain age sixty-five (65). Notwithstanding this Section 3.4, a Participant may affirmatively elect to make contributions to his or her 401(k) Account in an amount equal to, less than or greater than the percentage specified above. The Committee may establish and adopt rules, regulations and/or administrative guidelines designed to facilitate the administration and operation of the provisions of this Section, as it may deem necessary or proper, in its sole discretion.

15

Exhibit (d)(22)

ARTICLE IV

CONTRIBUTIONS

          4.1 401(k) Contributions.

          (a) Subject to the provisions of this Article IV, a Participant may enter into a salary reduction agreement with his Employer to have the Employer make contributions to the Participant’s 401(k) Account on behalf of the Participant, in accordance with Code Section 401(k), of one percent (1%) to sixteen percent (16%) of his future Compensation, in whole percentages, earned while a Participant during a Pay Period. Such contributions shall reduce the amount of Compensation otherwise payable to the Participant thereafter. Notwithstanding the foregoing, the maximum deferral percentage may be reduced with respect to any Highly Compensated Employee may be decreased at any time to the extent necessary to comply with Section 4.1(c).

          (b) Any salary reduction agreement executed by a Participant shall be in a manner acceptable to the Committee in accordance with its rules and regulations. A Participant may elect to enter into a salary reduction agreement or change or terminate his existing salary reduction agreement with regard to future Compensation as of the first day of the first Payroll Period (or such other times as the Committee shall prescribe) following such election, by giving sufficient prior notice to the Plan Administrator on a form (or other means) provided by, or in a manner acceptable to, the Committee for such purpose. The Committee may establish or change, in accordance with its rules and regulations and in a consistent manner, the foregoing period of prior notice.

          (c) The 401(k) Contributions made under this Section 4.1 on behalf of the Highly Compensated Group in any Plan Year shall not exceed the maximum amount so that the “Actual Deferral Percentage” (as defined below) for the Highly Compensated Group for a Plan Year does not exceed the Actual Deferral Percentage for the Non Highly Compensated Group for the same Plan Year by the greater of:

     (i) One hundred and twenty-five percent (125%); or

     (ii) The lesser of two (2) percentage points or two hundred percent (200%).

          Notwithstanding the foregoing, this Section 4.1(c) may be applied using the Actual Deferral Percentage for the Non Highly Compensated Group for the preceding Plan Year rather than the current Plan Year; provided that an election to use the preceding Plan Year must be made pursuant to Code Section 401(k)(3)(A) and any regulations or other published guidance thereunder.

          (d) The Actual Deferral Percentage for a Plan Year with regard to each of the Highly Compensated Group and the Non Highly Compensated Group shall be the average of the percentages (calculated separately for each Participant in each such group) of (x) divided by (y), subject to (z), where (x), (y) and (z) are as follows:

16

     (x) is, for the applicable Plan Year, the sum of (1) the Employer’s contributions for each Participant to each Participant’s 401(k) Account, (2) subject to Paragraph (i) below, the Matching Contributions for each Participant to each Participant’s Matching Contribution Account, and (3) the QNECs, if any, for each Participant to each Participant’s QNEC Account;

     (y) is the Participant’s Section 414 Compensation for the applicable Plan Year; and

     (z) the Actual Deferral Percentage of a member of the Highly Compensated Group shall be determined by treating all cash or deferred arrangements under which the member of the Highly Compensated Group is eligible (other than those that may not be permissively aggregated) as a single arrangement.

          (e) (i) Excess Contributions shall be reduced to satisfy Paragraph (c) above. Excess Contributions shall mean with respect to any Plan Year, the excess of the aggregate amount of the Employer’s contributions made pursuant to this Section 4.1 actually paid over to the Trust Fund on behalf of the Highly Compensated Group for such Plan Year, over the maximum amount of such contributions permitted under (c) above. The amount of Excess Contributions for Highly Compensated Employees will be determined using the “ratio leveling” method in accordance with Internal Revenue Service Notice 97-2, 1997-2 I.R.B. 22, or any subsequent guidance from the Internal Revenue Service. Reductions from among the Highly Compensated Group shall be determined by reducing 401(k) Contributions made pursuant to this Section 4.1 hereof, on behalf of members of the Highly Compensated Group in order of the dollar amounts of 401(k) Contributions beginning with the largest of such dollar amounts of 401(k) Contributions, as adjusted as reduction takes place.

     (i) The Excess Contributions for any Plan Year (and any income allocable to such Excess Contributions) shall be distributed before the last day of the next Plan Year to the members of the Highly Compensated Group on the basis of the respective portions of the Excess Contributions attributable to each such member of the Highly Compensated Group. Any such amounts not distributed before March 15 of the next Plan Year will be subject to an excise tax on the Employer under Code Section 4979. The amount of Excess Contributions that may be distributed under this Paragraph shall be reduced by any Excess Deferrals (as defined in Section 4.1(h)) previously distributed with respect to such Participant for the Plan Year.

     (ii) The method used for computing income or loss allocable to Excess Contributions shall be the method set forth in Section 6.9 hereof. Notwithstanding the foregoing, there shall be no income allocable to Excess Contributions during the period between the end of the Plan Year and the date of distribution of the Excess Contributions.

17

          (f) All determinations and procedures with regard to the matters covered by Paragraphs (c), (d) and (e) of this Section 4.1 shall be made in accordance with Code Section 401(k)(3) and Treasury Regulation Section 1.401(k)-1(b).

          (g) Notwithstanding anything else herein, the amount to be contributed for any calendar year on behalf of any Participant pursuant to an agreement under (a) above shall not exceed the applicable “Elective Limitation.” The “Elective Limitation” shall mean fourteen thousand dollars ($14,000) for 2005, and fifteen thousand dollars ($15,000) for 2006 and thereafter such dollar amount in effect under Section 402(g) of the Code.

          (h) If contributions of Elective Deferrals on behalf of a Participant for any calendar year are in excess of the Elective Limitation for such calendar year, the excess amount (“Excess Deferrals”) shall be treated as follows:

     (i) not later than March 1st of the next calendar year, the Participant may allocate the amount of such Excess Deferrals among the plans under which the deferrals were made and may notify each such plan the portion allocated to it;

     (ii) not later than April 15th of the next calendar year, the Employer may distribute to the Participant the amount of Excess Deferrals allocated to it under (i) above, and any income or loss allocable to such amount, which shall be computed based on the method set forth in Section 6.9 hereof.

          In the event Excess Deferrals were made to the Plan without consideration of contributions to any other plans, such amounts shall be distributed pursuant to clause (ii) without regard to whether any election under clause (i) is made.

          (i) In satisfying the Actual Deferral Percentage Test described in Paragraph (c), Matching Contributions may be treated as if they were contributions to the Participant’s 401(k) Account pursuant to Section 4.1 hereof, provided that the requirements of Code Regulation Section 1.401(k)-1(b)(5) are satisfied. If used to satisfy the Actual Deferral Percentage Test, such Matching Contributions shall not be used to help other Matching Contributions satisfy the Actual Contribution Percentage Test (as described in Section 401(m)(2) of the Code), set forth in Section 4.5 hereof except as otherwise permitted by applicable law.

          (j) For purposes of satisfying the Actual Deferral Percentage Test described in Paragraph (c), all elective contributions that are made under two or more plans that are aggregated for purposes of Code Section 401(a)(4) or Code Section 410(b) (other than Code Section 410(b)(2)(A)(ii)) shall be treated as made under a single plan and if two or more plans are permissively aggregated for purposes of Code Section 401(k), the aggregated plans must also satisfy Code Sections 401(a)(4) and 410(b) as though they were a single plan.

          4.2 Catch-Up Contributions.

          (a) Any Participant who:

     (i) is eligible to make 401(k) Contributions pursuant to Section 4.1 of the Plan,

18

     (ii) who has attained or will attain age fifty (50) before the close of the Plan Year, and

     (iii) with respect to whom no other elective deferrals may (without regard to this subsection) be made to the Plan Year for the Plan Year by reason of the application of any limitation or other restriction described in Sections 401(a)(30), 402(h), 403(b), 408, 415(c), and 457(b)(2) (determined without regard to section 457(b)(3)) of the Code, or comparable limitation or restriction contained in the terms of the Plan, shall be eligible to enter into a salary reduction agreement with his Employer to have the Employer make Catch-Up Contributions on behalf of the Participant to the Participant’s Catch-Up Contribution Account in accordance with, and subject to, the limitations of Code Section 414(v). Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415 as provided in Sections 4.1(g) and 4.10 of the Plan. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, including, without limitation, Sections 4.1(c) and 4.5(a) of the Plan, by reason of permitting Participants to make Catch-Up Contributions.

          (b) Contributions made pursuant to this Section 4.2 shall reduce the amount of Compensation otherwise payable to the Participant thereafter.

          (c) A salary reduction agreement entered by a Participant shall be on a form acceptable to the Committee in accordance with its rules and regulations. A Participant may elect to make, change or terminate his contribution rate with regard to future Compensation as of the first day of the Payroll Period following such election by giving sufficient prior notice to the Plan Administrator on a form provided by the Committee for such purpose. The Committee may establish or change, in accordance with its rules and regulations and in a consistent manner, the period of prior notice.

          4.3 After-Tax Contributions. (a) A Participant may enter into a salary deduction agreement with his Employer to make contributions to his After-Tax Contribution Account, subject to the limitations set forth in Section 4.10 hereof. Each Participant may contribute to the Plan a percentage of his future Compensation each Payroll Period earned while a Participant, equal to one percent (1%) to ten percent (10%) in whole percentages.

          (b) A Participant may elect to make, change or terminate his After-Tax Contribution rate only as of the first day of any Payroll Period (or such other times as the Committee shall prescribe) following such election, by giving sufficient prior notice to the Plan Administrator in a manner acceptable to, the Committee for such purpose. The Committee may establish or change, in accordance with its rules and regulations and in a consistent manner, the period of prior notice.

19

          (c) Matching Contributions. Except as provided herein, for each Pay Period, with respect to each Participant who is entitled to make and who makes 401(k) Contributions pursuant to Section 4.1 hereof, with respect to each Pay Period the Employer shall contribute to the Plan an amount equal to fifty percent (50%) of such Participant’s 401(k) Contributions contributed by the Participant with respect to the first six percent (6%) of such Participant’s Compensation earned while a Participant during the Pay Period.

          (d) (i) With respect to each Participant who is entitled to make and who makes 401(k) Contributions pursuant to Section 4.1 hereof, the Employer, in its sole and absolute discretion, may contribute Matching Contributions to the Plan in addition to the Matching Contributions made pursuant to Paragraph (a) above, in an amount equal to a percentage of such Participant’s 401(k) Contribution, as designated by the Employer for the applicable Plan Year. In connection with the designation of any percentage for the purpose of making additional Matching Contributions pursuant to this Paragraph (b), the Employer in its sole and absolute discretion, may limit the Matching Contribution by placing a total dollar or percentage limit on the Matching Contribution.

     (ii) Notwithstanding the foregoing, no Matching Contribution will be made for any Participant pursuant to this Section 4.4(b) for any Plan Year unless he is employed by the Employer on the last day of the Plan Year or during such Plan Year, he retired at or after attaining his Normal Retirement Age, died or incurred (and satisfied all of the requirements for) a Disability.

     (iii) Notwithstanding the provisions of Paragraph (ii) above, in the event that the limitations set forth therein cause the Plan to fail to satisfy for any Plan Year the requirements of Code Section 410(b) and the regulations thereunder because of the exclusion of certain Participants as being deemed to be benefiting under the Plan, based on the allocation in Paragraph (i), then the Employer contributions under Paragraph (i) shall be allocated for such Plan Year as of the last day of the Plan Year among all Participants who were credited with a Period of Service of more than three (3) consecutive calendar months during the Plan Year or were employed on the last day of the Plan Year or who were not employed on the last day of the Plan Year but either retired at or after Normal Retirement Age, died or incurred a Disability during the Plan Year.

          (e) In the event of the return of any Excess Contribution or Excess Deferral to a Participant, no Matching Contribution pursuant to (a) and (b) above shall be made with respect to the amount returned and, if made prior to a determination of Excess Contribution or Excess Deferral, shall be forfeited.

          (f) No Matching Contribution shall be made under this Section 4.4 for any Participant for any Plan Year with respect to After-Tax Contributions or any Catch-Up Contributions.

          4.4 Actual Contribution Percentage. (a) The Matching Contributions and After-Tax Contributions made by or on behalf of the Highly Compensated Group in any Plan Year shall not exceed the maximum amount so that the “Actual Contribution Percentage,” as

20

determined pursuant to (b) below, for the Highly Compensated Group for the current Plan Year does not exceed the Actual Contribution Percentage for the Non Highly Compensated Group for the current Plan Year, by the greater of:

     (i) One hundred and twenty-five percent (125%); or

     (ii) Subject to (b) below, the lesser of two (2) percentage points or two hundred percent (200%).

          Notwithstanding the foregoing, this Section 4.5(a) may be applied using the Actual Contribution Percentage for the Non Highly Compensated Group for the preceding Plan Year rather than the current Plan Year provided that an election to use the current Plan Year must be made pursuant to Code Section 401(m)(2)(A) and any regulations or other published guidance thereunder.

          (b) The Actual Contribution Percentage for a specified group of Participants for a Plan Year shall be the average of the “Contribution Percentage” of each Participant in such group, where such Contribution Percentage shall be equal to the ratio of:

     (i) The sum of the After-Tax Contributions and the Matching Contributions made to the Plan on behalf of each Participant for the applicable Plan Year (other than those that cannot be considered as a result of Section 4.1(i) above), plus to the extent permitted under Treasury Regulation Section 1.401(m)-1(b)(5), some or all of the contributions under Section 4.1; and

     (ii) The Participant’s Section 414 Compensation for the applicable Plan Year.

          (c) (i) Excess Aggregate Contributions shall be reduced to satisfy Paragraph (a) above. Excess Aggregate Contributions shall mean with respect to any Plan Year, the excess of (1) the aggregate amount of contributions made pursuant to Section 4.4 actually paid over to the Trust on behalf of the Highly Compensated Group for such Plan Year, over (2) the maximum amount of such contributions permitted under the preceding Paragraph (a). The amount of Excess Aggregate Contributions for Highly Compensated Employees will be determined using the “ratio leveling” method in accordance with Internal Revenue Service Notice 97-2, 197-2 I.R.B. 22, or any subsequent guidance from the Internal Revenue Service. Reductions shall be determined by reducing contributions made on behalf of members of the Highly Compensated Group in order of the dollar amounts of the total After-Tax Contributions and Matching Contributions beginning with the largest of such dollar amounts of total After-Tax Contributions and Matching Contributions, as adjusted as reduction takes place. Excess Aggregate Contributions shall be reduced in the following order: first After-Tax Contributions and then Matching Contributions.

     (ii) the Excess Aggregate Contributions for any Plan Year (and any income allocable to such contributions) shall be distributed before the last day of the next Plan Year to the members of the Highly Compensated Group on the respective portions of the Excess Aggregate Contributions attributable to each such member, provided that any such amounts not distributed before March 15 of

21

the next Plan Year will be subject to an excise tax on the Employer under Code Section 4979. The amount of Excess Aggregate Contributions to be distributed to an Employee for a Plan Year shall be reduced by Excess Aggregate Contributions previously distributed to the Employee for the Plan Year.

     (iii) the method used for computing income or loss allocable to Excess Aggregate Contributions shall be determined in accordance with Section 6.9 hereof. There shall be no income allocable to Excess Aggregate Contributions during the period between the end of the Plan Year and the date of distribution of the Excess Aggregate Contributions.

          (d) All determinations and procedures with regard to the matters covered by Paragraphs (a), (b) and (c) of this Section 4.5 shall be made in accordance with Code Section 401(m) and Treasury Regulation Section 1.401(m)-1.

          4.5 Qualified Non-Elective Contributions. To the extent permitted under the Code, within twelve (12) months after the close of the Plan Year (or within such greater time if permitted by the Internal Revenue Service), the Employer, in its sole discretion, may make QNECs on behalf of one or more members of the Non Highly Compensated Group to their QNEC Accounts in an amount sufficient to satisfy one of the tests set forth in Section 4.1(b) or Section 4.5(a). QNECs shall be allocated to Participants who are in the Non Highly Compensated Group starting with the Participant with the lowest Compensation for the Plan Year until such Participant has reached the limitation under Section 4.10 hereof and progressing thereafter in similar manner in reverse order of Compensation for the Plan Year until such QNECs are fully utilized.

          4.6 Profit Sharing Contributions. (a) If the Employer elects, in its sole and absolute discretion, to make contributions to the Plan for the Plan Year other than that pursuant to Section 4.4, the Employer shall contribute to the Profit Sharing Account of each Participant employed by the Employer, an amount equal to such percentage of Compensation for the Plan Year as may be determined by the Employer in its sole and absolute discretion; provided that no contribution shall be made to such Account for any Participant for such Plan Year unless (i) he is employed by the Employer on the last day of the Plan Year or (ii) during such Plan Year the Participant retired at or after attaining his Normal Retirement Age, died or incurred (and satisfied all of the requirements for) a Disability. Such contributions shall be allocated to each Participant based on the proportion of the Participant’s Compensation for the Plan Year to the total Compensation for the Plan Year of all Participants employed by the Employer who are eligible to have an allocation made to their Profit Sharing Account pursuant to this Section 4.7.

          (b) Notwithstanding the provisions of Paragraph (a) above, in the event the limitations set forth therein cause the Plan to fail to satisfy for any Plan Year the requirements of Code Section 410(b) and the regulations thereunder because of the exclusion of certain Participants as being deemed to be benefiting under the Plan, based on the allocation in Paragraph (a), then the Employer contributions under Paragraph (a) shall be allocated for such Plan Year as of the last day of the Plan Year among all Participants who were credited with a Period of Service of more than three (3) consecutive calendar months during the Plan Year or were employed on the last day of the Plan Year or who were not employed on the last day of the

22

Plan Year but either retired at or after Normal Retirement Age, died or incurred a Disability during the Plan Year.

          4.7 Time of Contributions. Contributions shall be made for each Plan Year within the time permitted by law.

          4.8 Rollovers. With respect to any Eligible Employee, the Plan will accept a direct rollover of an Eligible Rollover Distribution, as defined in Section 7.9 of the Plan, from a qualified plan described in Sections 401(a) or 403(a) of the Code, an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and the portion of a distribution from an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code that is eligible to be rolled over.

          4.9 Limitations on Contributions. (a) Section 415(c) of the Code is incorporated by reference into the Plan, and notwithstanding anything herein shall override any Plan provision to the contrary. Contributions and other Annual Additions under the Plan are subject to the limitations of Section 415 of the Code. Section 414 Compensation shall be used for purposes of the limitations imposed by Code Section 415. “Annual Additions” shall mean the sum, for any Limitation Year, of employer contributions, employee contributions (without regard to rollover contributions) and forfeitures, including 401(k) Contributions, After-Tax Contributions, Matching Contributions, QNECs and Profit Sharing Contributions.

          (b) If as a result of reasonable error in estimating a Participant’s Section 414 Compensation, or as a result of such other circumstances as may be permitted under applicable Treasury Regulations, Annual Additions to a Participant’s Account shall in any Plan Year exceed the maximum permitted under Code Section 415, the Committee shall, pursuant to the provisions of Section 1.415-6(b)(6) of the Treasury Regulations (or any successor provision thereto),

     (i) reduce Annual Additions in the following priority including any income allocable to any such contributions: After-Tax Contributions; then unmatched 401(k) Contributions (and any income allocable to such contributions); then Profit Sharing Contributions, then QNECS, and if any excess then still exists, matched 401(k) Contributions and the related Matching Contributions proportionately; and

     (ii) treat the excess amounts as follows:

     (1) Excess amounts attributable to After-Tax Contributions or 401(k) Contributions and any income thereon shall be distributed to the Participant pursuant to the provisions of Treasury Regulation Section 1.415-6(b)(6)(iv).

     (2) Pursuant to the provisions of Treasury Regulation Section 1.415-6(b)(6)(ii), the excess amounts attributable to Profit Sharing Contributions, Matching Contributions and QNECs and any income thereon shall be used to reduce Profit Sharing Contributions, Matching

23

Contributions and QNECs for the next Limitation Year (and succeeding Limitation Years, as necessary) for that Participant if that Participant is covered by the Plan as of the end of such Limitation Year.

     (3) If the Participant is not covered by the Plan as of the end of the next Limitation Year, then the excess amounts attributable to Profit Sharing Contributions, Matching Contributions and QNECs and any income thereon shall be held unallocated in a suspense account for the Limitation Year and allocated and reallocated in the next Limitation Year (and succeeding Limitation Years, as necessary) as Profit Sharing Contributions, Matching Contributions and QNECs to all of the remaining Participants in the Plan before any other Profit Sharing Contributions, Matching Contributions and QNECs which would constitute Annual Additions are made to the Plan for such Limitation Year.

     (4) Excess amounts attributable to Profit Sharing Contributions, Matching Contributions and QNECs and any income thereon may not be distributed to Participants or former Participants.

          (c) Notwithstanding anything herein to the contrary, in the event the Annual Additions on behalf of a Participant in any Limitation Year exceeds the limitation of Code Section 415 and the Participant participates in more than one defined contribution plan that is qualified under Section 401(a) of the Code and maintained by the Employer, such Annual Additions shall be reduced by reducing contributions to this Plan, and if any excess then still exists, by limiting or reducing contributions to any other plan of the Employer, or any other entity aggregated under Section 415(g) of the Code, that is qualified under Section 401(a) of the Code.

          (d) In no event shall the aggregate contributions by the Employer under this Article IV, when combined with amounts contributed pursuant to Section 4.1 hereof and any other plan of the Employer qualified under Section 401(a) of the Code be in excess of the amounts deductible pursuant to Section 404(a)(3) of the Code, or the section of any future Code provision limiting deductions to profit-sharing plans.

24

ARTICLE V

VESTING AND FORFEITURES

          5.1 Vesting of Interest of Participant in Trust Fund. (a) A Member shall be fully vested in his 401(k) Account, Catch-Up Contribution Account, QNEC Account, Rollover Account and After-Tax Account at all times and such Account balances shall at all times be nonforfeitable.

          (b) Subject to Exhibit B, the portion of such Participant’s Accrued Benefit in his Matching Contribution Account and Profit Sharing Account which shall become vested and nonforfeitable shall be based on his number of years in his Period of Service according to the following schedule:

Number of Years in Period of Service	Nonforfeitable Percentage
Less than 2	0%
2 or more	100%

          (c) If any Member shall, while an Employee, attain his Normal Retirement Age or shall die or incur (and satisfy all of the requirements for) a Disability while he is an Employee, the entire interest in his Account shall become nonforfeitable.

          5.2 Forfeitures. In the event a Member incurs a Termination of Employment, any portion of the Member’s Matching Contribution Account and Profit Sharing Account to which he is not then entitled pursuant to Section 5.1 hereof shall be forfeited (a “Forfeiture”). A Forfeiture shall be deemed to take place at the following time:

          (a) If the Member has no vested interest in any of his Accounts, the Forfeiture shall take place in the Plan Year in which his Termination of Employment occurs. In such case, the Member shall be deemed to have a distribution of his zero Account Value at the time of his Termination of Employment.

          (b) If the Member has any vested interest in any of his Accounts, the Forfeiture shall take place in the Plan Year in which occurs the earlier of (i) completion of the distribution of the Member’s vested benefits under the Plan or (ii) incurrence by the Member of his fifth (5th) consecutive one-year Period of Severance.

          5.3 Restoration of Forfeitures. (a) If a Member whose Matching Contribution Account or Profit Sharing Account was forfeited in its entirety pursuant to Section 5.2 above again becomes employed by an Employer or an Affiliate before he incurs his fifth (5th) consecutive One Year Period of Severance, the amount of his Forfeiture shall be restored to his Account.

25

          (b) If an Employee who received a distribution of less than all of his Matching Contribution Account and Profit Sharing Account is again employed by an Employer or an Affiliate before he incurs his fifth (5th) consecutive One Year Period of Severance and repays to the Plan, prior to the earlier of his incurring his fifth (5th) consecutive One Year Period of Severance or five (5) years after his Reemployment Commencement Date, the amount of his previous distribution, if any, the amount of his Forfeitures shall be restored to his Matching Contribution Account and Profit Sharing Account.

          5.4 Use of Forfeitures. Forfeitures, if any, shall be first allocated to the Accounts of Participants entitled to a restoration of their interests in the Plan as described in Section 5.3 of the Plan and the remainder of such Forfeitures shall be used to reduce future contributions by the Employer and pay the expenses of operating the Plan and Trust.

26

ARTICLE VI

ALLOCATION

          6.1 401(k) Accounts. 401(k) Contributions shall be allocated to the 401(k) Account of each Member who entered into a salary reduction agreement pursuant to which such contributions were made.

          6.2 Catch-Up Contribution Account. Catch-Up Contributions made pursuant to Section 4.2 shall be allocated to the Catch-Up Contribution Account of each Member who entered into a salary reduction agreement pursuant to which such Catch-Up Contributions were made.

          6.3 After-Tax Account. After-Tax Contributions shall be allocated to the After-Tax Account of each Member for whom such contributions have been made pursuant to Section 4.3 hereof in the amount of the After-Tax Contributions for each Member.

          6.4 Matching Contribution Accounts. Matching Contributions for any Plan Year shall be allocated to the Matching Contribution Account of each Member for whom such contributions have been made pursuant to Section 4.4 hereof in the amount of the Matching Contributions for each Member.

          6.5 QNEC Account. Contributions to the QNEC Account, if any, shall be allocated to the Accounts of each Member for whom QNECs have been made pursuant to Section 4.6 hereof in the amount of the QNECs for such Member.

          6.6 Profit Sharing Accounts. Profit Sharing Contributions for any Plan Year shall be allocated to the Profit Sharing Account of each Member for whom such contributions have been made pursuant to Section 4.7 hereof in the amount of the Profit Sharing Contributions for each Member.

          6.7 Rollover Account. Rollover Contributions shall be allocated to the Rollover Account of the Member who made the Rollover Contribution to the Plan as follows:

          (a) Rollover Contributions made to the Plan, excluding portion of a rollover contribution that would not otherwise be includible in the Eligible Employee’s taxable gross income, shall be allocated to the Members General Rollover Account.

          (b) The portion of any Rollover Contributions that consist of after-tax contributions that would not have been includible in the Member’s gross income if received directly by him shall be allocated to the Member’s After-Tax Rollover Account.

          6.8 Valuation of the Trust Fund. The Trust Fund shall be valued at Fair Market Value by the Trustee on or as of each Valuation Date, with appropriate allocations and adjustments for any items of income, expenses, gains and losses, and all other transactions since the prior Valuation Date. The net income thus arrived at, exclusive of forfeitures (and net income thereon), shall be allocated on a basis of Account balances and in a fair and

27

nondiscriminatory manner according to the rules established by the Committee, and which shall reflect the interests of the Members during such Plan Year (or between Valuation Dates, if earlier) in the Investment Options and in the Trust Fund. Unless paid by the Employer, all fees, expenses and taxes levied or assessed against the Trust Fund shall be paid by the Trust Fund, provided, however, that each Member shall bear any fees of the Trustee or Investment Option charged with regard to maintaining his Account that are not paid by the Employer. The interest of each Member in the Expedia Stock Option shall be expressed as shares of Expedia Stock. The interest of each Member in the Investment Options (other than the Expedia Stock Option) shall be expressed in accordance with the valuation methods and practices of the entity maintaining the Investment Option. Each Member shall bear any fees of the Trustee or Investment Option charged with regard to maintaining his Account that are not paid by the Employer, in its sole discretion.

          6.9 Investment of Accounts. (a) Subject to the rules of the Committee, a Member may elect to have his Account and future contributions made on his behalf to such Account, invested in such percentages as permitted by the Committee in one or more of the Investment Options, which shall be funds maintained or established by a bank, trust company, insurance company, mutual fund or investment company, designated by the Committee as Investment Options under this Section 6.11. Of the designated Investment Options, there shall be at least three (3) Investment Options (which together provide a broad range of investment alternatives as contemplated under Section 404(c) of ERISA and the regulations thereunder) and the Expedia Stock Option. From time to time the Committee may designate additional Investment Options, withdraw the designation of Investment Options or change designated Investment Options.

          (b) Upon first entering into a salary reduction agreement with an Employer or upon request of the Committee or at such other times permitted by the Committee, each Member shall elect the manner in which his Account and future contributions made on his behalf to such Account, are to be invested. Unless specifically permitted by the Committee, an investment election shall apply consistently to each sub-account and future contributions to such Account shall be invested in the same manner and proportion. Notwithstanding the foregoing, if a mutual fund or separate account is designated by the Committee as a vehicle for investing contributions and the bank, trust company, insurance company, mutual fund or investment company maintaining the mutual fund or separate account or a third party administrator permits telephonic elections or electronic transmissions regarding the manner in which a Member’s Account and future contributions made on behalf of him are invested, the Committee may provide for such telephonic elections or electronic transmissions. If no election is made by the Member, the Member’s Account and future contributions shall be invested in a managed income fund or other Investment Option designated by the Committee. If the Member fails to change his election, the previous investment election shall remain effective until the Member affirmatively changes his investment election. Subject to the provisions of the governing documents of the Investment Options involved, if there is a change in designated Investment Options and a Member does not make a new election, he will be deemed to have designated investment in the designated Investment Options most similar to those previously elected and in the same proportion as previously elected. Subject to any limitations imposed by the Investment Options, a Member (or in the event of the Member’s death, the Member’s Beneficiary) may change his election of designated Investment Options with regard to future contributions and current Account Values as

28

of the first day of any Payroll Period (or at such additional times as may be permitted by the Committee) by filing a new election with the Committee at such times and in such manner as may be prescribed by the Committee and with such prior notice as specified by the Committee in advance of the date the change is to become effective or, if telephonic elections or elections by electronic transmission are permitted, with such notice as required by the bank, trust company, insurance company, mutual fund or investment company maintaining the mutual fund or third party administrator. Subject to the rules of the Investment Options and the Committee, including, without limitation, rules restricting the availability of transfers and setting minimum or maximum amounts that may be transferred and when transfers are permitted, a Member (or in the event of the Member’s death, the Member’s Beneficiary) may transfer all or a part of his Account from one Investment Option to another Investment Option in such percentages as permitted by the Committee. All elections and transfers shall be subject to rules established by the Committee and by the bank, trust company, mutual fund or investment company maintaining the Investment Option.

          (c) With respect to a Member’s Account, each Member shall be solely responsible for the investment of his Account under the Plan. The fact that an Investment Option is available under the Plan shall not be considered an investment recommendation. The Employer intends that this Plan conform to Section 404(c) of ERISA and Department of Labor Regulation Section 2550.404c-1 and that the Plan and Trust are operated and administered in accordance with such provisions. With respect to any investment election or other direction by a Member, none of the Trustee, the Plan Administrator, the Committee or the Employer shall be under any duty to question any such direction of a Member (or, in the event of the Member’s death, the Member’s Beneficiary). The Trustee shall comply as promptly as is practicable with the directions given by a Member or by a Beneficiary in accordance with the terms of the Plan. None of the Trustee, the Plan Administrator, the Committee or the Employer shall be responsible or liable for any loss or expense which may arise from or result from compliance with any directions from the Member (or, in the event of the Member’s death, the Member’s Beneficiary).

          (d) A Member may also direct the investment of any part of his Account to a brokerage account (a “Brokerage Account”) maintained by an investment company selected by the Committee that allows Members to invest in individual stocks, bonds, mutual funds and options, excluding Expedia Stock and those mutual funds otherwise offered under the Plan. Investment in through a Brokerage Account is subject to terms and conditions as may be established by the applicable investment company from time to time. Members who elect to invest through a Brokerage Account will be charged an annual fee and transaction fees. As an express condition for establishing or maintaining a Brokerage Account, a Member shall be required to execute such forms as may be required by the Committee or Investment Company. A Member who maintains a Brokerage Account shall be deemed a “named fiduciary” within the meaning of Section 402(a)(1) of ERISA with respect to his Brokerage Account.

          (e) For purposes of this Section 6.10, a Member’s alternate payee under a “qualified domestic relations order,” as defined in Section 414(p) of the Code or, in the event of a Member’s death, the Member’s Beneficiary, shall have all rights of a Member.

29

          6.10 Investments in IAC Stock and Expedia Stock.

          (a) On the Distribution Date, shares of Expedia Stock shall be credited to each Member’s Account on a pro rata basis in proportion to the shares of IAC Stock held by such Member in his Account in the Plan on the record date for the distribution.

          (b) Subject to the provisions of Section 6.10 of the Plan, a Member may direct that up to the total value of his Account invested in IAC Stock be transferred to any other Investment Option available under the Plan. In no event shall the IAC Stock be available for the investment of future contributions or the receipt of transfers from other Investment Options available under the Plan.

          (c) Effective as of the close of business on December 30, 2005, the IAC Stock held in a Member’s Account shall be liquidated and reinvested as of the next Valuation Date in each of the other Investment Options in accordance with the Member’s last investment election made under the Plan for future contributions pursuant to Section 6.10(a) of the Plan.

          (d) The Committee may, in its discretion, impose at any time or from time to time restrictions on, or additional rules with respect to, transfers from IAC Stock to other Investment Options available under the Plan, as the Committee deems necessary or appropriate.

          (e) Distributions of Stock. IAC Stock shall be treated in the same manner as Expedia Stock for purposes of Articles VII, VIII and IX.

30

ARTICLE VII

DISTRIBUTIONS

          7.1 General Rule. Except as otherwise provided in this Article or prohibited by law, a Member’s vested Account balance under the Plan shall be available to the Member for distribution at any time after any of the following:

          (a) the Member’s retirement at or after his Normal Retirement Age;

          (b) the Member’s death or Disability;

          (c) the Member’s Termination of Employment; or

          (d) as set forth in Article VIII below; or

          (e) as set forth in Article IX.

          Such distribution shall be made to the Member on or as soon as administratively feasible (and in accordance with the Plan’s administrative procedures) following the Benefit Starting Date requested in writing by the Member (or in the event of the Member’s death, his Beneficiary). The Benefit Starting Date may not be more than ninety (90) days after such request and, except as provided below, may not be less than thirty (30) days after such request. The Member’s distribution shall be based on the Value on the last Valuation Date prior to the date of actual distribution (and any contributions made since that Valuation Date), provided that no distribution may be made until the Committee has provided the Member with a notice regarding his rights and benefits under the Plan not more than ninety (90) days or less than thirty (30) days prior to the Member’s Benefit Starting Date. Notwithstanding the foregoing, a Member may elect a Benefit Starting Date earlier than thirty (30) days after receiving such notice from the Committee, provided that:

     (i) the Member has been clearly informed that he has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution; and

     (ii) the Member, after receiving the notice, affirmatively elects a distribution.

          Until the Benefit Starting Date, the Member’s Account shall be retained in the Trust Fund and revalued pursuant to Section 6.9 hereof. Between the Benefit Starting Date and the actual date on which distribution commences, the Member’s Account shall be revalued pursuant to Section 6.9 hereof and, therefore, shall continue to share in gains and losses.

          7.2 Death of a Member. (a) Death Prior to Commencement of Benefits. If a Member shall die prior to his Benefit Starting Date, the Member’s Account shall be distributed to such Member’s Spouse (or other Beneficiary designated with the consent of his Spouse (if any) in accordance with Section 7.5) as soon as administratively feasible after the Beneficiary’s

31

election to receive a distribution, but no later than the last day of the year following the year of the Member’s death.

          (b) Death After Commencement of Benefits. In the event that a Member dies on or after his Benefit Starting Date, his surviving Spouse or other Beneficiary (designated with the consent of his Spouse (if any) in accordance with Section 7.5) shall receive such benefits on the last day of the calendar year following the year of the Member’s death (or at any time earlier elected by the Beneficiary).

          (c) Death of Spouse or Beneficiary Before Payment. If a Spouse or Beneficiary entitled to receive benefits hereunder as a result of the previous death of the Member dies prior to commencement of such benefit, the Value of the Account allocable to the Spouse or other Beneficiary shall be paid to the legal representative of the estate of such Spouse or other Beneficiary. A Member’s election of a nonspousal Beneficiary is revocable by the Member at any time before his death.

          7.3 Form of Retirement Benefit Distributions. A Member or, in the event of the Member’s death, the Member’s Beneficiary, shall have the vested portion of the Member’s Accrued Benefit distributed in a lump sum payment consisting of (i) cash equal to the Fair Market Value of the interest of the Member’s Account in the Investment Options (including, if elected by the Member (or, in the event of the Member’s death, the Member’s Beneficiary), the Fair Market Value of the interest of the Member’s Account in Expedia Stock) and (ii) if elected by the Member, Expedia Stock representing all or a portion of the Fair Market Value of the interest of the Member’s Account in Expedia Stock. Fractional shares of Expedia Stock shall be aggregated to create whole shares of Expedia Stock, which shall be distributed in the form of whole shares of Expedia Stock, if the Member or, in the event of the Member’s death, the Member’s Beneficiary, elects to receive all or a portion of his interest in Expedia Stock. Notwithstanding the foregoing, cash shall be distributed in lieu of excess fractional shares of Expedia Stock.

          7.4 Proof of Death and Right of Beneficiary. The Committee may require and rely upon such proof of death and such evidence of the right of any Beneficiary to receive the undistributed vested Value of the Account of a deceased Member as the Committee may deem proper, and its determination of death and of the right of such Beneficiary to receive payments shall be conclusive.

          7.5 Consent of Spouse. Whenever the terms of this Plan require that the consent of a Member’s Spouse be obtained, such consent shall be valid only if it is in writing, contains an acknowledgment by such Spouse of the effect of such consent, designates a Beneficiary (or a form of benefits) which may not be changed without the consent of the Spouse (unless such consent specifically permits designation by the Member without any requirement of further consent of the Spouse) and is witnessed either by a representative of the Plan or by a notary public; provided, however, that, in accordance with Treasury Regulation Section 1.401(a)-20, the consent of a Member’s Spouse shall not be required in the event that the Member establishes to the satisfaction of the Plan Administrator that he has no Spouse, that such Spouse cannot be located, or under such other circumstances as may be permitted under applicable Treasury regulations. Any consent of a Member’s Spouse obtained in accordance

32

with the provision of this Section 7.5 shall be revocable by the Member during his lifetime without the consent of the Member’s Spouse. Unless a qualified domestic relations order, as defined in Section 414(p) of the Code, requires otherwise, a Spouse’s consent shall not be required (and, hence, shall for purposes of this Plan be deemed given) if the Member is legally separated or the Member has been abandoned (within the meaning of local law) and the Member has a court order to such effect.

          7.6 Cash-Outs. Notwithstanding any other provision of the Plan to the contrary, if the Member’s vested Accrued Benefit is equal to or less than five thousand dollars ($5,000) at the time of his Termination of Employment (or is otherwise immediately distributable) or upon any Valuation Date (or such other dates as the Committee may determine in accordance with its rules and procedures) thereafter prior to his Benefit Starting Date, such vested Account balance shall be distributed in the form of a lump sum distribution without the consent of the Member. Solely for purposes of this Section, the vested portion of a Member’s Accrued Benefit shall be determined without regard to the Value of the Member’s Rollover Account.

In the event of an automatic distribution to be made in accordance with the provisions of this section in an amount that exceeds $1,000, if the Member does not elect to have such distribution paid directly to an Eligible Retirement Plan, as defined in Section 7.9 of the Plan, specified by the Member in a Direct Rollover, as defined in Section 7.9 of the Plan, or to receive the distribution directly in accordance with the terms of the Plan, then the Plan Administrator shall pay the distribution in a Direct Rollover, as defined in Section 7.9 of the Plan, to an individual retirement plan designed by the Plan Administrator.

          7.7 Limitation on Distribution from 401(k) Accounts, Catch-Up Contribution Accounts and QNEC Accounts.

          (a) Notwithstanding anything else herein and without expanding the rights with regard to distributions otherwise set forth herein, no distribution shall be made from a Participant’s 401(k) Account, Catch-Up Contribution Account or QNEC Account prior to:

     (i) Separation from employment, Death or Disability;

     (ii) Termination of the Plan without establishment or maintenance of another defined contribution plan (other than an employer stock ownership plan as defined in Code Section 4975(e)(7));

     (iii) The disposition by the Employer of substantially all of the assets (within the meaning of Code Section 409(d)(2)) used by the Employer in a trade or business of the Employer, but only with respect to an Employee who continues employment with the corporation acquiring the assets;

     (iv) The disposition by an Employer of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)), but only with respect to an Employee who continues employment with such subsidiary;

33

     (v) The attainment of age fifty-nine and one-half (59-¹/2) by the Participant; or

     (vi) In the case of the 401(k) Account and the Catch-Up Contribution Account, a Participant experiencing a Hardship, as defined in Section 9.1.

          (b) With regard to subparts (ii), (iii) and (iv) of Paragraph (a) above, any distribution made by reason of one of such events must be a lump sum distribution (as defined in Code Section 402(e)(4)(D) (without regard to clauses (I), (II), (III) and (IV) of clause (i) thereof). With regard to subparts (iii) and (iv) of Paragraph (a) above, such event shall be deemed covered by such subpart only if the Employer continues to maintain the Plan after the disposition. The foregoing limitations on distributions are intended to comply with the requirements of Code Section 401(k)(2)(B) and shall therefore be interpreted in accordance with such Code Section and the regulations thereunder.

          7.8 Eligibility for Distributions. Notwithstanding anything else herein, a Member shall be eligible to receive payment, or to commence payment, under the Plan of his benefits no later than sixty (60) days after the end of the Plan Year in which the latest of the following occurs:

     (a) The Member’s attainment of age sixty-five (65);

     (b) The tenth (10th) anniversary of the year in which the Member began participation in the Plan; or

     (c) The Member’s Termination of Employment.

          7.9 Rollover Provisions. (a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. The Committee shall have the authority to set minimums and maximums with respect to Eligible Rollover Distributions and adopt other guidelines and administrative procedures that are necessary or desirable to administer the direct rollover rules under this Section.

          (a) An “Eligible Rollover Distribution” is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include:

     (i) Any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee or the Distributee’s designated Beneficiary, or for a specified period of ten years or more;

34

     (ii) Any distribution to the extent such distribution is required under Section 401(a)(9) of the Code;

     (iii) The portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Expedia Stock);

     (iv) Any amount that is distributed from the Plan or any other plan on account of hardship, including, without limitation, any hardship distribution of 401(k) Contributions under Section 9.1 of the Plan or other plan or as otherwise described in Code Section 401(k)(2)(B)(i)(IV); or

     (v) Any other distribution that is hereafter not an eligible rollover distribution under applicable law.

          Notwithstanding the foregoing, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because a portion consists of after-tax employee contributions which are not includible in gross income, provided, however, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

          (b) An “Eligible Retirement Plan” is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan that accepts the Distributee’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code.

          (c) A “Distributee” includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former Spouse.

          (d) A “Direct Rollover” is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

          7.10 Unclaimed Payments. In the event that all, or any portion, of the distribution payable to a Member or his Beneficiary hereunder shall, at the expiration of five (5)

35

years after it shall become payable, remain unpaid solely by reason of the inability of the Plan Administrator, after sending a registered letter, return receipt requested, to the last known address, and after requesting the cooperation of the Social Security Administration or Pension Benefit Guaranty Corporation to ascertain the whereabouts of such Member or his Beneficiary, the amount so distributable shall be deposited into a suspense account and used to reduce future Employer Contributions. In the event a Member or Beneficiary is located subsequent to his benefit being forfeited, such benefit shall be restored by the Employer.

36

ARTICLE VIII

MINIMUM DISTRIBUTION REQUIREMENTS

          8.1 Definitions. The definitions apply to this Article VIII and unless otherwise specifically stated in another section hereof do not apply to any other section of this Plan.

          (a) Designated Beneficiary. The individual who is designated as a Member’s Beneficiary under the Plan and is the designated beneficiary under Code Section 401(a)(9) and Treasury Regulation Section 1.401(a)(9)-1, Q&A-4.

          (b) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions commencing before the Member’s death, the first Distribution Calendar Year shall be the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions commencing after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to commence under Section 8.2(b)(ii). The required minimum distribution for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, shall be made on or before December 31 of that Distribution Calendar Year.

          (c) Life Expectancy. Life expectancy as computed by use of the Single Life Table in Treasury Regulation Section 1.401(a)(9)-9.

          (d) Member’s Account Balance. The Member’s Account Balance as of the last Valuation Date in the Valuation Calendar Year increased by the amount of any contributions made and allocated to, the Member’s Account Balance as of dates in the Valuation Calendar Year after the Valuation Date and decreased by distributions made in the Valuation Calendar Year after the Valuation Date. The Member’s Account Balance for the Valuation Calendar Year includes any amounts rolled over or transferred to the Plan with respect to the Member (as adjusted for earnings and losses thereon) either in the Valuation Calendar Year or in the Distribution Calendar Year if distributed or transferred in the Valuation Calendar Year.

          (e) Required Beginning Date. The April 1st following the end of the calendar year in which occurs the later of (x) the Member’s attainment of age seventy and one-half (70-¹/2) and (y) the Member’s Termination of Employment. Notwithstanding the foregoing, with respect to a Member who is a 5 percent (5%) owner, as defined in Section 416(i) of the Code, the “Required beginning Date” shall be the April 1st following the end of the calendar year in which the Member attains age seventy and one-half (70-¹/2), whether or not he is then employed.

          (f) Valuation Calendar Year. The calendar year immediately preceding the Distribution Calendar Year.

37

          8.2 Required Commencement Date.

          (a) Notwithstanding Sections 7.2 and 7.5 of the Plan, the provisions of this Section shall apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

     (i) The requirements of this Section shall take precedence over any inconsistent provisions of the Plan.

     (ii) All distributions required under this Section shall be determined and made in accordance with Treasury Regulations under Code Section 401(a)(9).

          (b) Time and Manner of Distribution.

     (i) The Member’s interest in his Account shall be distributed, or commence to be distributed, to the Member no later than the Required Beginning Date.

     (ii) If the Member dies before distributions of his benefits commence, the Member’s entire interest in his Account shall be distributed, or shall commence to be distributed, no later than:

     (A) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, then distributions to the surviving Spouse shall commence by the later of (x) December 31 of the calendar year immediately following the calendar year in which the Member died, or (y) December 31 of the calendar year in which the Member would have attained age seventy and one-half (70-¹/2).

     (B) If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, then distributions to the Designated Beneficiary shall commence by December 31 of the calendar year immediately following the calendar year in which the Member died.

     (C) If there is no Designated Beneficiary as of September 30 of the calendar year following the calendar year of the Member’s death, the Member’s entire interest in his Account shall be distributed by December 31 of the calendar year containing the fifth (5th) anniversary of the Member’s death.

     (D) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary and the surviving Spouse dies after the Member but before distributions to the surviving Spouse commence, this Paragraph (b), other than clause (i) of this Paragraph (b) shall apply as if the surviving Spouse were the Member.

For purposes of this Paragraph (ii) and Section 8.2(d), unless clause (D) of this Paragraph (ii) applies, distributions shall be considered to commence on the Member’s Required Beginning

38

Date. If clause (D) of this Paragraph (ii) applies, distributions shall be considered to commence on the date distributions are required to commence to the surviving Spouse under clause (i) of this Paragraph (b). If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving Spouse before the date distributions are required to commence to the surviving Spouse under clause (A) of this Paragraph (ii)), the date distributions are considered to commence shall be the date distributions actually commence.

     (iii) Unless the Member’s interest in his Account is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions shall be made in accordance with Sections 8.2(c) and 8.2(d) of this Article. If the Member’s interest in his Account is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations.

          (c) Required Minimum Distributions During Member’s Lifetime.

     (i) During the Member’s lifetime, the minimum amount that shall be distributed for each Distribution Calendar Year is the lesser of:

     (A) The quotient obtained by dividing the Member’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

     (B) If the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s Spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Member’s and Spouse’s attained ages as of the Member’s and Spouse’s birthdays in the Distribution Calendar Year.

     (ii) Required minimum distributions shall be determined under this Section 8.2(c) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

          (d) Required Minimum Distributions After Member’s Death.

     (i)

     (A) If the Member dies on or after the date distributions commence and there is a Designated Beneficiary, the minimum amount that shall be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the longer of the remaining Life Expectancy of the

39

Member or the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as follows:

(1) The Member’s remaining Life Expectancy shall be calculated using the age of the Member in the year of death (reduced by one for each subsequent calendar year in which such calculation is performed).

(2) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse shall be calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s death, the remaining Life Expectancy of the surviving Spouse shall be calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death (reduced by one for each subsequent calendar year in which such calculation is performed).

(3) If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy shall be calculated using the age of the Designated Beneficiary in the year following the year of the Member’s death (reduced by one for each subsequent calendar year in which such calculation is performed).

(4) If the Member dies on or after the date distributions commence and there is no Designated Beneficiary as of September 30 of the calendar year following the calendar year of the Member’s death, the minimum amount that shall be distributed for each Distribution Calendar Year after the calendar year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the calendar year of death (reduced by one for each subsequent calendar year in which such calculation is performed).

     (ii)

     (A) If the Member dies before the date distributions commence and there is a Designated Beneficiary, the minimum amount that shall be distributed for each Distribution Calendar Year after the calendar year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in Paragraph (i) of this Section 8.2(d).

     (B) If the Member dies before the date distributions commence and there is no Designated Beneficiary as of September 30 of the calendar

40

year following the calendar year of the Member’s death, distribution of the Member’s entire interest in his Account shall be completed by December 31 of the calendar year containing the fifth (5th) anniversary of the Member’s death.

     (C) If the Member dies before the date distributions commence, the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to commence to the surviving Spouse under Section 8.2(b)(ii)(A), this Paragraph (ii) shall be applied as if the surviving Spouse were the Member.

          8.3 Limitation on Payments. Notwithstanding anything else in this Plan to the contrary, the payment of benefits with respect to a deceased Member shall be made in accordance with Code Section 401(a)(9) and the regulations thereunder. All benefits payable under the Plan shall be subject to the following limitations and rules which shall in no event expand the requirements and limitations on benefit payments set forth elsewhere herein:

          (a) In no event shall the payment of benefits under any form of benefit elected by a Member extend over a period which exceeds the longest of:

     (i) the life of the Member;

     (ii) the lives of the Member and his Beneficiary, if any;

     (iii) the life expectancy of the Member; or

     (iv) the joint life expectancies of the Member and his Beneficiary, if any.

          (b) Notwithstanding anything else in this Plan to the contrary, the payment of any death benefit payable to any Beneficiary of a Member shall be subject to the rules and restrictions of Code Section 401(a)(9) and the regulations thereunder (including, without limitation, Proposed Treasury Regulation Section 1.401(a)(9)-2) which restrictions shall not expand the requirements of Section 8.2 hereof with regard to a payment upon death:

     (i) If the Member dies after his required beginning date under Code Section 401(a)(9) and the regulations thereunder or after his benefits have irrevocably commenced (the “Commencement Date”), such death benefit must be distributed to the Beneficiary under a method that is at least as rapid as the method under which distributions were being made to the Member as of the date of the Member’s death;

     (ii) If the Member dies before his Commencement Date and the Beneficiary is not a designated Beneficiary within the meaning of Code Section 401(a)(9), the entire interest of the Member must be distributed over a period

41

which does not exceed five (5) years from the December 31st of the calendar year in which such Member’s death occurred;

     (iii) Except as provided in (iv) below, if a Member’s interest is payable to, or for the benefit of, a designated Beneficiary (other than such Member’s Spouse), such portion may be distributed over a period which does not exceed the life, or life expectancy, of such designated Beneficiary, provided that distribution of such portion must commence not later than December 31st of the calendar year immediately following the calendar year in which the Member’s death occurred or such later date as may be permitted under applicable Treasury regulations;

     (iv) If the Member dies before his Commencement Date and any portion of such Member’s interest is payable to, or for the benefit of, such Member’s Spouse as designated Beneficiary, distribution of such portion must commence no later than the later of the period specified in (iii) above or the December 31st of the calendar year in which the Member would have attained age seventy and one-half (70-¹/2);

     (v) In the event that a Member shall have designated his Spouse as designated Beneficiary and such Spouse shall die after the death of the Member and before the commencement of distributions to such Spouse, the Member’s Spouse shall be substituted for the Member in applying the provisions of this subsection (v), but only for the purpose of determining the period over which payment of benefits may be made;

     (vi) For purposes of this Section 8.3 the life expectancy of a Member and his Spouse may be recalculated no more frequently than annually; and

     (vii) For purposes of this Section 8.3, and in accordance with applicable Treasury regulations, any death benefit to a Member’s child shall be treated as if it had been paid to such Member’s surviving Spouse if such amount will become payable to such surviving Spouse upon such child’s reaching the age of majority (or upon the occurrence of such other event as may be designated by applicable Treasury regulations).

42

ARTICLE IX

IN-SERVICE WITHDRAWALS AND LOANS

          9.1 In-Service Distributions for Hardship. (a) In the event of a Participant’s Hardship (as hereinafter defined), the Participant shall have the right to withdraw, up to the amount of the Hardship, all or a part of the vested portion of his Account, other than his QNEC Account (but, with respect to a 401(k) Account and Catch-Up Contribution Account, not in excess of the actual contributions on his behalf to such Accounts), upon such prior notice to the Committee as the Committee may require in accordance with its rules and regulations.

          (b) For the purposes of this Section 9.1, a Participant shall experience a “Hardship” if, and only if, such Participant experiences an immediate and heavy financial need (as defined in (c) below) and the withdrawal is necessary to satisfy the financial need of the Participant (as defined in (d) below).

          (c) A Participant will be deemed to experience an immediate and heavy financial need if, and only if, he needs the withdrawal for one of the following reasons:

     (i) to pay for expenses for medical care described in Code Section 213(d) previously incurred by the Participant, the Participant’s Spouse, or any dependents of the Participant, or necessary for these persons to obtain medical care described in Code Section 213(d);

     (ii) to pay costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments);

     (iii) to pay tuition and related educational fees, including room and board expenses, for the next twelve (12) months of post-secondary education for the Participant, or the Participant’s Spouse, children or dependents;

     (iv) to pay amounts necessary to prevent the eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage of that residence; or

          (v) such other financial needs as may be specifically promulgated by the Internal Revenue Service.

          (d) A withdrawal will be deemed necessary to satisfy the financial need of a Participant if, and only if:

     (i) The withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant. The amount of an immediate and heavy financial need may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution.

43

     (ii) The Participant has obtained all distributions, other than Hardship distributions, and all nontaxable loans currently available under all plans maintained by the Employer.

          (e) In the event the Participant makes a withdrawal pursuant to this Section 9.1 that consists of amounts from a 401(k) Account or Catch-Up Contribution Account, then the Participant shall be suspended from making 401(k) Contributions, Catch-Up Contributions and After-Tax Contributions, pre-tax elective or after-tax voluntary contributions to any other qualified or nonqualified plan maintained by the Employer (which shall be deemed to include all qualified and nonqualified plans of deferred compensation, other than the mandatory employee contribution portion of a defined benefit plan, stock option, stock purchase or similar plan, but shall not include health or welfare benefit plans) for six (6) months following the withdrawal.

          (f) All withdrawals shall be on the basis of the Value of the Participant’s Account on the applicable Valuation Date coinciding with or immediately preceding the date of withdrawal. The Committee may establish rules and regulations, which do not discriminate in favor of officers, stockholders and Highly Compensated Employees, as to procedures, forms and required notice periods for withdrawal requests.

          9.2 Distribution of Rollover Account. A Participant shall, at any time, have the right to withdraw any or all amounts in his Rollover Account upon such prior notice to the Committee and in such manner as prescribed by the Committee.

          9.3 Distribution of After-Tax Account. A Participant shall, at any time, have the right to withdraw any or all amounts in his After-Tax Account upon such prior notice to the Committee and in such manner as prescribed by the Committee.

          9.4 In-Service Distributions On or After Age 59-¹/2. A Participant shall have the right to receive any portion of the vested portion of his Account as requested by the Participant, on or after his attainment of age fifty-nine and one-half (59-¹/2), upon such prior notice to the Committee and in such manner as prescribed by the Committee.

          9.5 Loans to Participants. (a) Upon application of any Participant employed by the Employer or any person covered by Paragraph (f) below (a “Borrower”) to the Committee, the Committee shall direct the Trustee to make a loan or loans to such Borrower from the Loan Available Account (as defined in Paragraph (g) below) of the Borrower. The minimum amount of any loan shall be one thousand dollars ($1,000). All such loans shall (i) be adequately secured, (ii) bear interest at the prevailing commercial rate determined by the Committee based on a review of prevailing commercial rates in the Employer’s geographical region, (iii) be subject to such charges as imposed by the Committee in accordance with a uniform nondiscriminatory policy and (iv) be repaid within a specified period not longer than five (5) years in substantially level amortized payments by means of payroll deduction, provided that such period may exceed five (5) years (but may not exceed fifteen (15) years), if the loan is used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Participant; and further provided that all loans made to Participants while actively employed by the Employer shall become immediately due and payable within ninety (90) days following Termination of Employment unless Paragraph

44

(e) of this Section 9.5 is applicable. With respect to a Military Leave of Absence, loan repayments will be suspended under this Plan as permitted under Section 414(u)(4) of the Code. Any loan shall be subject to such additional acceleration provisions as shall be determined by the Committee to be commercially reasonable at the time that the loan is made. In no event shall the total of any such loan or loans to any Borrower from the Plan and any other plan qualified under Section 401(a) of the Code required to be aggregated with this Plan pursuant to Code Section 72(p) exceed the least of (i) fifty thousand dollars ($50,000), less the excess (if any) of (A) the highest amount of loans outstanding within the twelve (12) month period ending on the day prior to the date the loan is made over (B) the outstanding balance of loans outstanding on the date the loan is made, or (ii) fifty percent (50%) of the vested Account of the Borrower under the Plan. Only two (2) loans to a Participant may be outstanding at any time but only one loan may be outstanding that is used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Borrower (a “Home Loan”) and only one loan may be outstanding at any time that is not a Home Loan.

          (b) As security for such loan or loans, the Borrower shall pledge the portion of his Loan Available Account represented by the loan and earnings thereon. Loans to Borrowers shall be repaid through deductions from Compensation made on a level basis during each applicable Payroll Period or, during periods of employment during which the Borrower does not receive Compensation at a rate of Compensation (after income and employment tax withholding) that is equal to or greater than the total level repayment amount required under the terms of the loan, by check payable to the Plan. In the event that the Borrower does not repay any loan or the interest thereon within the time provided in Paragraph (a) above and upon the schedules set forth in the promissory note representing the loan (or if later, the last day of any grace period established by the Committee which such grace period shall not extend beyond the last day of the calendar quarter following the calendar quarter in which an installment payment is due), the Committee shall cause the Trustee to deduct the total amount of the loan outstanding, and any interest and other charges then due and owing, from any payment or distribution from the Borrower’s Loan Available Account securing the loan to which such Borrower may be entitled under the terms of the Plan. If under the terms of the Plan, payment or distribution is not then permitted, the Borrower will have a deemed distribution for tax purposes, but the loan will remain outstanding and the Committee shall deduct the total amount of the loan outstanding, and any interest and other charges then due and owing, from the portion of the Borrower’s Loan Available Account securing the loan as soon as a distribution or withdrawal is then permitted at law from such portion of the Loan Available Account (without regard to limitations in the Plan that are narrower than required by the Code). Any loan hereunder shall be considered an investment of the Borrower’s Loan Available Account and any loan shall reduce the investment of the Borrower in each respective Investment Option in the applicable Loan Available Account, on a proportionate basis. When a loan is repaid, each repayment shall be invested in the manner and same proportion that the Borrower has elected for his current contributions to his Account and which is currently in effect pursuant to Article V and shall be credited in the reverse order of priority as set forth in Paragraph (g) below.

(1) (i) Notwithstanding any other provision to the contrary, except as provided in clause (ii) of this subparagraph, in the event that a Borrower is granted a leave of absence without Compensation or at a rate of Compensation (after income and employment tax withholding) that is less than the total level

45

repayment amount required under the terms of the loan(s), the Borrower may elect to discontinue repayments on his outstanding loan during his absence without the loan being deemed in default, provided that such period of nonpayment shall not exceed the Loan Suspension Period. Following the Borrower’s Loan Suspension Period, the duration of the loan may, at the election of the Borrower, be extended to a period equal to the Loan Suspension Period, and during such extended term following the Loan Suspension Period, payments shall be made at the same rate as in effect at the commencement of the leave of absence. Notwithstanding the foregoing, the loan must be repaid by the latest date permitted under the Plan and the loan payments due after the Loan Suspension Period must not be less than those required under the terms of the loan prior to the leave of absence.

     (ii) In the event that an extension under clause (i) of this Paragraph would cause the term of a loan to exceed the maximum permitted term under Paragraph (a), the Borrower shall be provided a revised repayment schedule with respect to the loan showing the increased amount of level repayment amounts required to be made following the Loan Suspension Period so that the loan shall be repaid during a period which shall not extend beyond such maximum permitted duration.

     (iii) In the event that either clause (i) or clause (ii) of this Paragraph is applicable to a loan, the borrowing Borrower shall at the request of the Committee execute and deliver an amended promissory note, in such form as the Committee shall provide, reflecting the extended term of the loan or revised payment schedule, or both, as the case may be.

          (iv) “Loan Suspension Period” shall mean the period during which a Participant discontinues payments on a loan pursuant to clause (i) of this Paragraph and continuing until the earlier of (i) the termination of the Participant’s leave of absence or (ii) one (1) year.

          (c) In the event any loan remains outstanding at the time a distribution (other than an additional loan) is otherwise scheduled to occur and such distribution would reduce the prescribed security for, or otherwise violate limitations with regard to the loan, then the amount of the distribution will be reduced by all or a portion of the outstanding loans to prevent such reduction.

          (d) A loan may be prepaid in full at any time.

          (e) Notwithstanding the foregoing, a Borrower who has a loan (or loans) outstanding under an Historic Plan or another plan qualified under Section 401(a) of the Code which is transferred to the Plan by trustee-to-trustee transfer or as a result of the merger of another plan qualified under Section 401(a) of the Code into the Plan shall be entitled to keep such loan (or loans) outstanding under the Plan until the loan (or loans) is repaid pursuant to the terms of such outstanding loan (or loans).

46

          (f) Any “party in interest” as defined in ERISA Section 3(14) who is a Terminated Participant or Retired Participant with an Account balance under the Plan shall have the right to receive a loan from the Plan. Owner-employees and shareholder-employees, as defined in Section 401(c) of the Code are eligible to take loans under the Plan.

          (g) Loan Available Account is defined for purposes of this Section 9.5 as the vested portion of the following sub-accounts of a Participant in the following order of priority: the Rollover Account, the 401(k) Account, the Catch-Up Contribution Account, the After-Tax Account, the vested portion of the Matching Contribution Account, and then the vested portion of the Profit Sharing Account.

          (h) No loan shall be made in the event that the interest rate required to be charged pursuant to (a)(ii) of this Section 9.5 would violate any applicable usury law.

          (i) The Committee shall administer this Section 9.5 pursuant to the foregoing and such additional rules and regulations as it shall promulgate in accordance with Code Section 72(p) and any Treasury Regulations thereunder and Department of Labor Regulation Section 2550.408b-1.

          9.6 Form of In-Service Distributions and Loans. Distributions to a Participant pursuant to this Article IX shall be made in a cash lump sum; provided that, to the extent the Participant’s Account is invested in Expedia Stock or, prior to December 31, 2005, with respect to a Participant who was a participant in the Prior Plan on the Distribution Date, to the extent the Participant’s Account is invested in IAC Stock, the Participant may elect to receive such portion in Expedia Stock (or, prior to December 31, 2005, IAC Stock, with respect to a Participant who was a participant in the Prior Plan on the Distribution Date, to the extent the Participant’s Account is invested in IAC Stock).

47

ARTICLE X

VOTING AND OTHER RIGHTS

          10.1 Voting of Expedia Stock. Each Member (or, in the event of the Member’s death, the Member’s Beneficiary) shall be entitled to instruct the Trustee as to the manner in which the Expedia Stock held in the Member’s Account shall be voted on each matter brought before an annual or special stockholders’ meeting of the Company. Before each such meeting of stockholders, the Company shall cause to be furnished to each Member (or, in the event of the Member’s death, the Member’s Beneficiary) a copy of all proxy solicitation material, together with a form requesting confidential instructions to be given to the Trustee on how the Expedia Stock attributable to the Member’s Account shall be voted on each such matter. Upon timely receipt of such instructions, the Trustee shall on each such matter vote such Expedia Stock as instructed except as otherwise required by ERISA. The instructions received by the Trustee from Members (or Beneficiaries, as the case may be) shall be held by the Trustee in confidence and shall not be divulged or released to any person, including officers or employees of the Company or any Affiliate. Where no such voting instructions have been received by the Trustee, the Trustee shall vote such Expedia Stock as to which timely instructions were not received by the Trustee in the same proportion as it votes shares of Expedia Stock as to which timely instructions were received by the Trustee in accordance with ERISA.

          10.2 Tender and Exchange Offers on Expedia Stock. (a) Each Member (or, in the event of the Member’s death, the Member’s Beneficiary) shall have the right, based upon the Expedia Stock held in the Member’s Account, to direct the Trustee in writing as to the manner in which to respond to a tender or exchange offer for such Expedia Stock and the Trustee shall tender or not tender such Expedia Stock for each Member’s Account based upon such instructions. The Company shall utilize its best efforts to timely distribute or cause to be distributed to each Member (or Beneficiary, as the case may be) such identical written information (if any) as will be distributed to stockholders of the Company in connection with any such tender or exchange offer and a tender or exchange offer instruction form for return to the Trustee or its designee.

          (b) The form described in (a) above shall show the number of full shares of Expedia Stock attributable to the Member’s Account (whether or not vested) and shall provide a means for him to (i) instruct the Trustee whether or not to tender such shares and (ii) specify the Investment Option under the Plan in which the proceeds of any sale shall be invested in the event such shares are sold pursuant to the tender offer. Such form shall also advise each Member with an investment in Expedia Stock that, in the event the Trustee is not provided with tender or exchange instructions, the Trustee shall not tender or exchange shares of Expedia Stock as to which timely instructions were not received by the Trustee. Such form shall further advise that, in the event a Member’s Expedia Stock is sold and the Member has not specified the Investment Option in which the proceeds shall be invested, such proceeds shall be invested in a managed income fund, until a further investment election is made by the Member pursuant to the Plan. Except for the foregoing, the Company shall not provide to the Member any information or guidance not provided to all stockholders. Upon receipt of such instructions, the Trustee shall tender or not tender (or withdraw from tender) or exchange such Expedia Stock in accordance

48

with such instructions, and the Trustee shall not tender or exchange any such shares of Expedia Stock as to which timely instructions were not received by the Trustee and any shares of Expedia Stock not credited to Members’ Accounts but held by the Plan. Except as may be required by law, instruction forms received from the Member shall be retained by the Trustee and shall not be provided to the Company or to any officer or employee thereof or to any other person.

          10.3 Procedures of the Company With Respect to Voting and Tender Instructions. In implementing the foregoing procedures, the Company will act fairly, in the best interests of each Member, and in a manner which will not impose undue pressure on any Member as to what tender or exchange offer instructions he should give to the Trustee. The giving of an instruction to the Trustee to tender or exchange Expedia Stock shall not be deemed to constitute withdrawal or suspension from the Plan or forfeiture of any portion of a Member’s interest in the Plan. Accounts shall be adjusted appropriately to reflect the Trustee’s execution of their instructions, or if no instructions were received, no adjustment shall be made to the extent the Trustee does not tender or exchange any such shares of Expedia Stock as to which timely instructions were not received by the Trustee. Proceeds resulting from the sale of any Expedia Stock shall be invested in the Investment Option specified by the Member in his instructions to the Trustee and, in the absence of such instructions, such proceeds shall be invested in the money market fund, until a further investment election is made by the Member pursuant to the Plan.

          10.4 Member Deemed Named Fiduciary. Notwithstanding anything in the Plan to the contrary, each Member is, for purposes of this Section, hereby designated a “named fiduciary”, within the meaning of Section 402(a)(1) of ERISA, with regard to his Account.

          10.5 Confidentiality. It is intended that the Expedia Stock Option shall be administered and operated in accordance with Section 404(c) of ERISA and the regulations thereunder. For such purposes, the Trustee shall be the identified fiduciary and shall be responsible for, without limitation, the implementation and monitoring of confidentiality procedures.

49

ARTICLE XI

PAYMENT OF BENEFITS

          11.1 Payments for Incompetent Persons. If the Committee shall find that any person to whom a benefit is payable under the Plan is unable to care for his affairs because of illness or accident, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the Spouse, child, grandchild, parent, brother or sister of such person, or to any person deemed by the Committee to have incurred expense for such person otherwise entitled to payment. Any such payment shall be a complete discharge of any liability under the Plan therefor.

          11.2 Spendthrift. No benefit payable at any time under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer, assignment, pledge, attachment or encumbrance of any kind. No benefit and no fund established in connection with the Plan shall in any manner be subject to the debts or liabilities of any person entitled to such benefit. This Section 11.2 shall also apply to the creation, assignment or recognition of a right to any benefit payable with respect to a Member pursuant to a domestic relations order, unless such order is determined to be a “qualified domestic relations order,” as defined in Section 414(p) of the Code, or any domestic relations order entered before January 1, 1985. A qualified domestic relations order may direct that an alternate payee receive a distribution from the Plan prior to the Member’s “earliest retirement age,” as defined in Code Section 414(p)(4)(B). Notwithstanding anything herein to the contrary, the provisions of this Section 11.2 shall not apply to any offset of a Member’s benefits provided under the Plan against an amount that the Member is ordered or required to pay to the Plan under any of the circumstances set forth in Section 401(a)(13)(C) of the Code and Sections 206(d)(4) and 206(d)(5) of ERISA.

50

ARTICLE XII

ADMINISTRATION OF THE PLAN

          12.1 Plan Administrator. The general administration of the Plan on behalf of the Plan Administrator shall be placed in a Committee of not less than two (2) members; provided however, that any action taken by the Committee, if composed of only two (2) members, must be taken unanimously. The members of the Committee shall be appointed by the Board or a duly appointed committee thereof and each such member shall serve at the pleasure of such Board.

          12.2 Appointment to and Resignation From the Committee. Any person appointed to be a member of the Committee shall signify his acceptance in writing to the Board which appointed him. Any member of the Committee may resign by delivering his written resignation to the Board which appointed him. Such resignation shall become effective upon delivery or at any later date specified therein.

          12.3 Reimbursement of Expenses of Committee. The Plan shall pay or reimburse the members of the Committee for all reasonable expenses incurred unless the Employer shall pay or reimburse the members of the Committee for such expenses.

          12.4 Action by Majority of the Committee. A majority of the members of the Committee at the time in office may do any act which the Plan authorizes or requires the Committee to do, and the action of such majority of the members expressed from time to time by a vote at a meeting, or in writing without a meeting, shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all the members.

          12.5 Internal Structure of Committee. The members of the Committee shall elect from their number a Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee may appoint such subcommittees with such powers as it shall determine and may authorize one or more members of the Committee or any agent to execute or deliver any instrument or make any payment in its behalf.

          12.6 Powers of the Committee. Subject to the limitations of the Plan, the Committee may, in its sole and absolute discretion, make such rules and regulations as it deems necessary or proper for the administration of the Plan and the transaction of business thereunder; may interpret the Plan; may decide on questions as to the eligibility of any person to receive benefits and the amount of such benefits; may authorize the payment of benefits in such manner and at such times as it may determine; may prescribe forms or telephonic or electronic means to be used for making various elections under the Plan, for designating beneficiaries or for changing or revoking such designations, for applying for benefits and for any other purposes of the Plan, which prescribed forms in all cases must be executed and filed with the Committee (unless the Committee shall otherwise determine) and may take such other action or make such determinations in accordance with the Plan as it deems appropriate. To the extent that the form or method prescribed by the Committee to be used in the operation and administration of the Plan does not conflict with the terms and provisions of the Plan, such form shall be evidence of

51

(i) the Committee’s interpretation, construction and administration of this Plan and (ii) decisions or rules made by the Committee pursuant to the authority granted to the Committee under the Plan.

          12.7 Investment Policy Responsibility of Committee. The members of the Committee shall together establish and carry out, or cause to be provided by those persons (including, without limitation, any investment manager, trustee or insurance company) to whom responsibility or authority therefor has been allocated or delegated in accordance with this the Plan or the Trust Agreement, an investment policy consistent with the objectives of the Plan and the requirements of ERISA, including, without limitation, a policy which complies with Section 404(c) of ERISA. For such purposes, the Committee shall, at a meeting duly called for the purpose, establish an investment policy which satisfies the requirements of ERISA, and shall meet at least annually at a stated time of the year to review such investment policy. All actions taken with respect to such investment policy and the reasons therefor shall be recorded in the minutes of the meetings of the Committee.

          12.8 Actions of the Committee to be Uniform; Regular Personnel Policies to be Followed. Any discretionary actions to be taken under this Plan by the Committee with respect to the classification of the Employees, contributions, or benefits shall be uniform in their nature and applicable to all Employees similarly situated. With respect to service with the Employer, leaves of absence and other similar matters, the Committee shall administer the Plan in accordance with the Employer’s regular personnel policies at the time in effect.

          12.9 Decisions of Committee are Binding. The decisions of the Committee with respect to any matter it is empowered to act on shall be made in the Committee’s sole discretion and shall be final, conclusive and binding on all persons, based on the Plan documents. In carrying out its functions under the Plan, the Committee shall endeavor to act by general rules so as to administer the Plan in a uniform and nondiscriminatory manner as to all persons similarly situated.

          12.10 Spouse’s Consent. In addition to when such consent is expressly required by the terms of this Plan, the Committee may in its sole discretion also require the written consent of the Employee’s Spouse to any other election or revocation of election made under this Plan before such election or revocation shall be effective.

          12.11 Delegation of Authority. The Committee may delegate any and all of its powers and responsibilities hereunder to other persons by formal resolution filed with and accepted by the Board of Directors. Any such delegation shall not be effective until it is accepted by the Board and the persons designated and may be rescinded at any time by written notice from the Committee to the person to whom the delegation is made.

          12.12 Multiple Fiduciary Capacities. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

          12.13 Retention of Professional Assistance. The Committee may employ or retain such legal counsel, accountants, actuaries, consultants, investment advisors, physicians, agents and other persons as it may require in carrying out the provisions of the Plan. The

52

Committee may appoint an investment manager or managers, as defined in Section 3(38) of ERISA, to manage (including the power to acquire, invest and dispose of) any assets of the Plan. The fees, charges and costs resulting from such employment or retention of professional assistance shall be charged as an expense of the Trust Fund unless paid by an Employer, in its sole discretion.

          12.14 Reliance on Various Documents. The members of the Committee and the Employer and its officers, trustees and directors shall be entitled to rely upon all tables, valuations, certificates and reports furnished by the Plan actuary, upon all certificates and reports made by any accountant selected by the Committee, and upon all opinions given by any legal counsel selected by the Committee. The members of the Committee and the Employer and its officers, trustees and directors shall be fully protected in respect of any action taken or suffered by them in good faith in reliance upon any such actuary, accountant or counsel, and all action so taken or suffered shall be conclusive upon all parties.

          12.15 Accounts and Records. The Committee shall maintain such accounts and records regarding the fiscal and other transactions of the Plan and such other data as may be required to carry out its functions under the Plan and to comply with all applicable laws. The Committee shall report annually to the Board on the financial condition and administrative operation of the Plan for the preceding year.

          12.16 Compliance with Applicable Law. The Company shall be deemed the Plan Administrator for the purposes of any applicable law and shall be responsible for the preparation and filing of any required returns, reports, statements or other filings with appropriate governmental agencies. The Company shall also be responsible for the preparation and delivery of information to persons entitled to such information under any applicable law.

          12.17 Liability. The functions of the Committee, the Board, and the Employer under the Plan are fiduciary in nature and each shall be carried out solely in the interest of the Members and other persons entitled to benefits under the Plan for the exclusive purpose of providing the benefits under the Plan (and for the defraying of reasonable expenses of administering the Plan). The Committee, the Board, and the Employer shall carry out their respective functions in accordance with the terms of the Plan with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. No member of the Committee and no officer, director or employee of the Employer shall be liable for any action or inaction with respect to his functions under the Plan unless such action or inaction is adjudicated to be a breach of the fiduciary standard of conduct set forth above. Further, no member of the Committee shall be personally liable merely by virtue of any instrument executed by him or on his behalf as a member of the Committee.

          12.18 Indemnification. The Company shall indemnify to the fullest extent permitted by law and the Company’s Certificate of Incorporation and by-laws, and to the extent not covered by insurance, its officers and directors (and any employee involved in carrying out the functions of the Company under the Plan) and each member of the Committee against any expenses, including amounts paid in settlement of a liability, which are reasonably incurred in connection with any legal action to which such person is a party by reason of his duties or

53

responsibilities with respect to the Plan except with regard to any matters as to which he shall be adjudged in such action to be liable for gross negligence or willful misconduct in the performance of his duty as a fiduciary. Any indemnification by the Employer shall be at the Employer’s expense and shall not be deemed an expense of the Plan.

          12.19 Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Solely to the extent required under Section 16(b) of the Exchange Act, all elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Expedia Stock are intended to comply with all exemptive conditions under Rule 16b-3 promulgated under the Exchange Act. The Committee may establish and adopt written administrative guidelines designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan.

          12.20 Claims Procedure.

          (a) Initial Claim.

     (i) Any claim by an Employee, Member or Beneficiary (“Claimant”) with respect to eligibility, participation, contributions, benefits or other aspects of the operation of the Plan shall be made in writing to the Committee or its designee. The Committee shall provide the Claimant with the necessary forms and make all determinations as to the right of any person to a disputed benefit. If a Claimant is denied benefits under the Plan, the Committee shall notify the Claimant in writing of the denial of the claim within ninety (90) days after the Committee receives the claim, provided that in the event of special circumstances such period may be extended.

     (ii) With respect to any claim, the ninety (90) day period may be extended for a period of up to ninety (90) days (for a total of one hundred eighty (180) days). If the initial ninety (90) day period is extended, the Committee shall notify the Claimant in writing within ninety (90) days of receipt of the claim. The written notice of extension shall indicate the special circumstances requiring the extension of time and provide the date by which the Committee expects to make a determination with respect to the claim. If the extension is required due to the Claimant’s failure to submit information necessary to decide the claim, the period for making the determination shall be tolled from the date on which the extension notice is sent to the Claimant until the earlier of (i) the date on which the Claimant responds to the Committee’s request for information, or (ii) expiration of the forty-five (45) day period commencing on the date that the Claimant is notified that the requested additional information must be provided.

     (iii) If notice of the denial of a claim is not furnished within the required time period described herein, the claim shall be deemed denied as of the last day of such period.

54

     (iv) If a claim is wholly or partially denied, the notice to the Claimant shall set forth:

     (A) The specific reason or reasons for the denial;

     (B) Specific reference to pertinent Plan provisions upon which the denial is based;

     (C) A description of any additional material or information necessary for the Claimant to complete the claim request and an explanation of why such material or information is necessary;

     (D) Appropriate information as to the steps to be taken and the applicable time limits if the Claimant wishes to submit the adverse determination for review; and

     (E) A statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

          (b) Claim Denial Review.

     (i) If a claim has been wholly or partially denied, the Claimant may submit the claim for review by the Committee. Any request for review of a claim must be made in writing to the Committee no later than sixty (60) days after the Claimant receives notification of denial or, if no notification was provided, the date the claim is deemed denied. The Claimant or his duly authorized representative may:

     (A) Upon request and free of charge, be provided with reasonable access to, and copies of, relevant documents, records, and other information relevant to the Claimant’s claim; and

     (B) Submit written comments, documents, records, and other information relating to the claim. The review of the claim determination shall take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial claim determination.

     (ii) The decision of the Committee upon review shall be made within sixty (60) days after receipt of the Claimant’s request for review, unless special circumstances (including, without limitation, the need to hold a hearing) require an extension.

     If the sixty (60) day period is extended, the Committee shall, within sixty (60) days of receipt of the claim for review, notify the Claimant in writing. The written notice of extension shall indicate the special circumstances requiring the

55

     extension of time and provide the date by which the Committee expects to make a determination with respect to the claim upon review. If the extension is required due to the Claimant’s failure to submit information necessary to decide the claim, the period for making the determination shall be tolled from the date on which the extension notice is sent to the Claimant until the earlier of (i) the date on which the Claimant responds to the Committee’s request for information, or (ii) expiration of the forty-five (45) day period commencing on the date that the Claimant is notified that the requested additional information must be provided.

     (iii) If notice of the decision upon review is not furnished within the required time period described herein, the claim on review shall be deemed denied as of the last day of such period.

     (iv) The Committee, in its sole discretion, may hold a hearing regarding the claim and request that the Claimant attend. If a hearing is held, the Claimant shall be entitled to be represented by counsel.

     (v) The Committee’s decision upon review on the Claimant’s claim shall be communicated to the Claimant in writing. If the claim upon review is denied, the notice to the Claimant shall set forth:

     (A) The specific reason or reasons for the decision, with references to the specific Plan provisions on which the determination is based;

     (B) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim; and

     (C) A statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.

          (c) A document, record or other information is considered “relevant” to a claim for this purpose if it (i) was relied upon in making the benefit determination, (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record or other information was relied upon in making the benefit determination, or (iii) demonstrates compliance with the administrative process and safeguards required by law when making the benefit determination.

          (d) All interpretations, determinations and decisions of the Committee with respect to any claim, including without limitation the appeal of any claim, or any matter relating to the Plan, shall be made by the Committee, in its sole discretion, based on the Plan and comments, documents, records, and other information presented to it, and shall be final, conclusive and binding.

          (e) The claims procedures set forth in this section are intended to comply with United States Department of Labor Regulation § 2560.503-1 and should be construed in accordance with such regulation. In no event shall it be interpreted as expanding the rights of

56

Claimants beyond what is required by United States Department of Labor Regulation § 2560.503-1.

          12.21 Benefits. Benefits under the Plan will be paid only if the Plan Administrator decides in its sole discretion that the applicant is entitled to them.

          12.22 Electronic Administration. For purposes of the Plan, any forms, elections, loans, regulations, rules, notices and disclosure of information may, to the extent permitted by the Company or the Committee and by applicable law, be made or provided by paper, telephonic or electronic means.

57

ARTICLE XIII

FUNDING OF PLAN

          13.1 Media of Funding. A Trustee has been appointed to hold the assets of the Trust Fund. The Plan shall be funded through one or more funds and invested in stocks, securities, bonds, mortgages, insurance or annuity contracts, real estate or any other legal investment; provided that all such investments shall be the property of the Trustee.

          13.2 Trust Fund to be for the Exclusive Benefit of Members. The contributions of the Employer to the Trust Fund shall be for the exclusive benefit of Members, and no part of the assets of such Trust Fund shall revert to the Employer.

          13.3 Interests of Members in Trust Fund. No Member shall have any right, title, or interest in any part of the assets of any Trust Fund except as and to the extent expressly provided in the Plan.

          13.4 Payment Instructions from Committee. The Trustee shall make payments from the Trust Fund upon the receipt of written instructions from the Committee to the person or persons designated by the Committee as entitled under the terms of the Plan to such payment. Any payment instructions from the Committee to the Trustee shall warrant that such payment is being made either to a person entitled to benefits or payments under the Plan or to pay the expenses of the Plan.

          13.5 Investment and Control of Trust Fund. The investment of the assets comprising the Trust Fund shall be the responsibility of the Trustee, subject to, and except as otherwise provided by the terms and provisions of Section 6.11 hereof and of the Trust Agreement (including any provision for appointment of an investment manager, as defined in Section 3(38) of ERISA, for all or any portion of the Trust Fund). The Company shall have no responsibility with respect to control and management of the Trust Fund except to the extent expressly provided in the Trust Agreement.

          13.6 Limitation of Liability. The Trust Fund established under the Plan shall be the sole source of the payments or distributions to be made in accordance with the Plan. Each Member and Beneficiary and any other person, who shall claim any right to payment under the Plan, shall be entitled to look only to the Trust Fund, and shall not have right, claim or demand therefor against the Employer, the Committee (or any member thereof), the Trustee, or any officer, partner or director of the Employer.

58

ARTICLE XIV

AMENDMENT OF THE PLAN

          14.1 Company May Amend Plan. Subject to the provisions of this Article XIV, the Company (on behalf of itself and Member Companies) by action of the Board (or a duly authorized committee thereof), in accordance with the by-laws of the Company, reserves the right at any time, and from time to time, to modify and amend any or all of the provisions of the Plan.

          14.2 Retroactive Amendments. Except as otherwise provided herein, no modification or amendment may be made which shall have any retroactive effect so as to deprive any Member or other person of any vested benefits under the Plan. A modification or amendment may retroactively reduce benefits if expressly permitted by any applicable law or if such modification or amendment is necessary to bring the Plan into conformity with the requirements of Section 401(a) of the Code or other applicable provisions of the Code.

          14.3 Amendment Affecting Vesting Provisions. No amendment shall reduce the extent to which a Member would be vested in his retirement income if his employment were to terminate as of the date of the amendment. No amendment which modifies the method or criteria used to determine to what extent a Member would be vested in his retirement income if his employment were to terminate shall become effective with respect to a Participant with at least three (3) Years of Service unless the Member is permitted to elect to have the extent of his vesting determined without regard to such amendment. The Committee shall offer the election referred to in the preceding sentence no later than sixty (60) days after the latest of the adoption of the amendment, the amendment’s effective date, or the date the Participant is notified of the amendment.

          14.4 No Diversion of Fund. No modification or amendment of the Plan shall cause or permit any part of the assets comprising the Fund to be diverted to purposes other than for the exclusive benefit of Members and others entitled to benefits under the Plan or for the payment of expenses of the Plan.

          14.5 Reversion to Employer. No modification or amendment shall cause or permit any part of the assets comprising the Fund to revert to or become the property of the Employer prior to the satisfaction of all liabilities under the Plan to Members and others entitled to benefits hereunder.

          14.6 Mergers, Consolidations and Transfers. The Plan shall not be merged or consolidated, in whole or in part, with any other plan, nor shall any assets or liabilities of the Plan be transferred to any other plan unless the benefit that would be payable to any affected Member under such plan if it terminated immediately after the merger, consolidation or transfer, is equal to or greater than the benefit that would be payable to the affected Member under this Plan if it had terminated immediately before the merger, consolidation or transfer.

59

ARTICLE XV

TERMINATION OF THE PLAN

          15.1 Right to Terminate. The Company (on behalf of itself and Member Companies) by action of its Board (or a duly authorized committee thereof), on behalf of the Company and the Employer, shall have the right in accordance with the by-laws of the Company, anything herein to the contrary notwithstanding, to terminate, or completely discontinue contributions under, the Plan at any time.

          15.2 Termination of Plan. In the event that the Plan is terminated for any reason, or contributions are completely discontinued, the rights of all Members to benefits accrued under the Plan as of the date of such termination, to the extent then funded, shall be nonforfeitable; and the assets of the Plan shall be allocated by the Committee. After providing for the expenses of the Plan, the assets remaining in the Trust shall in the discretion of the Committee be either continued in the Trust until paid out in accordance with the provisions of the Plan or distributed to the Members and Beneficiaries (unless the Plan is continued by a successor to the Employer).

          15.3 Partial Termination. The Plan may be partially terminated by the Employer, or by operation of law, with respect to a group of Members without causing the termination of the Plan as a whole. In the event of such a partial termination, the Accounts of the Members involved in the partial termination shall, to the extent then funded, be fully vested and nonforfeitable.

60

ARTICLE XVI

PROVISIONS RELATING TO TOP-HEAVY PLAN

          16.1 Applicability. The provisions of this Article XVI shall apply to any Plan Year if, as of the applicable Determination Date, the Plan constitutes a Top-Heavy Plan.

          16.2 Definitions. The definitions apply to this Article XVI and unless otherwise specifically stated in another section hereof do not apply to any other section of this Plan.

          (a) Determination Date. With respect to each Plan Year, the Determination Date shall be the final day of the immediately preceding Plan Year.

          (b) Key Employee. “Key Employee” shall mean:

     (1) any Employee or former Employee (including any deceased employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer or an Affiliate having annual compensation greater than one hundred thirty thousand dollars ($130,000) (as adjusted under Section 416(i)(1) of the Code), provided that no more than fifty (50) employees (or, if lesser, the greater of three (3) or ten (10) percent of the employees) shall be treated as officers;

     (2) an Employee who owns (or is considered as owning within the meaning of Section 318 of the Code) more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer; or

     (3) an Employee who (i) owns (or is considered as owning within the meaning of Section 318 of the Code) more than one percent (1%) of the outstanding stock of the Employer or more than one percent (1%) of the total combined voting power of all stock of the Employer and (ii) who receives annual compensation from the Employer or any Affiliate in excess of one hundred fifty thousand dollars ($150,000).

     For purposes of this Paragraph (b), annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

          (c) Aggregated Plans. “Aggregated Plans” shall mean all plans of the Employer or any Affiliate (i) that are qualified under Code Section 401(a) and (b) in which a Key Employee is a participant, and (ii) all other plans of the Employer or any Affiliate that

61

enable any plan described in clause (i) above to meet the requirements of Code Section 401(a)(4) or 410 (the “Required Aggregation Group”). The Required Aggregation Group shall include each plan which satisfies the requirements of the preceding sentence, whether or not any such plan is terminated. In addition, the term “Aggregated Plans” shall include any plan of the Employer or any Affiliate which is not required to be included in the Required Aggregation Group, provided that the resulting group, taken as a whole, continues to meet the requirements of Code Sections 401(a)(4) and 410 (the “Permissive Aggregation Group”). The Committee may elect to exclude as an Aggregated Plan any plan in the Permissive Aggregation Group that is a collectively bargained plan, if the necessary information as to participants and benefits with respect to such plan is not available.

          (d) Top-Heavy Plan. The Plan shall constitute a “Top-Heavy Plan” for any Plan Year if, as of the applicable Determination Date, the sum of (a) the accounts of Key Employees under any Aggregated Plan that is of a defined contribution type and (b) the present value of the cumulative accrued benefits of Key Employees under any Aggregated Plan that is of a defined benefit type exceeds sixty percent (60%) of the sum of (a) the accounts of all Employees under any Aggregated Plan that is of a defined contribution type and (b) the present value of the cumulative accrued benefits of all Employees under any Aggregated Plan that is of a defined benefit type. The above determinations shall be made in accordance with Code Section 416(g). Notwithstanding the foregoing provisions of this Paragraph (d), “Top-Heavy Plan” shall not include a plan that consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met. If, but for the preceding sentence, a plan would be treated as a Top-Heavy Plan because it is a member of an Aggregated Plan, of Top-Heavy Plans, contributions under the Plan may be taken into account in determining whether any other plan meets the requirements of Section 16.3.

          (e) Super Top-Heavy Plan. The Plan shall constitute a “Super Top-Heavy Plan” for any Plan Year if, as of the Applicable Determination Date, the sum of (a) the accounts of Key Employees under any Aggregated Plan that is of a defined contribution type and (b) the present value of the cumulative accrued benefits of Key Employees under any Aggregated Plan that is of a defined benefit type exceeds ninety percent (90%) of the sum of (a) the accounts of all Employees under any Aggregated Plan that is of a defined contribution type and (b) the present value of the cumulative accrued benefits of all Employees under any Aggregated Plan that is of a defined benefit type. The above determinations shall be made in accordance with Code Sections 416(g) and 416(h)(2)(B).

          (f) Rules for Determining Accrued Benefits and Accounts. In determining the present value of accrued benefits for Aggregated Plans of the defined benefit variety and accounts for Aggregated Plans of the defined contribution variety, the following rules shall prevail:

     (i) The accrued benefit for each current Employee shall be computed as if the Employee voluntarily terminated service as of the Determination Date.

     (ii) The interest rate to be used shall be the interest rate in the defined benefit plan maintained by the Company, if any, and post-retirement mortality

62

     shall be determined based on the mortality table used by such defined benefit plan for post-retirement mortality assumptions. There shall be no assumption as to pre-retirement mortality or future increases in cost of living.

     (iii) If a qualified joint and survivor annuity within the meaning of Code Section 401(a)(11) is the normal form of benefit, for purposes of determining the present value of the accrued benefit, the Spouse of the Member shall be assumed to be the same age as the Member.

     (iv) The present value shall reflect a benefit payable commencing at Normal Retirement Age (or attained age, if later), provided that if the Plan provides for a nonproportional subsidy, the benefit shall be assumed to commence at the age at which the benefit is most valuable.

     (v) The Matching Contribution Account, Profit Sharing Contribution Account and QNEC Account shall be determined as of the most recent valuation occurring within the twelve (12) month period ending on the Determination Date.

     (vi) An adjustment shall be made for any contributions due as of the Determination Date. Such adjustment shall be the amount of any contributions actually made after the Valuation Date but before the Determination Date, except that for the first Plan Year such adjustment shall also reflect the amount of any contributions made after the Determination Date that are allocated as of a date in the first Plan Year.

The accrued benefit or account balance with respect to any Employee shall be increased by the aggregate distributions made to such Employee from any Aggregated Plan during the one (1) year period ending on the Determination Date including distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code; provided, however, that:

(1) Any distribution made after a Valuation Date but prior to the Determination Date shall not be counted as a distribution to the extent already included as of the Valuation Date; and

(2) In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting five (5) year period for one (1) year period.

Notwithstanding the previous sentence, the accrued benefits and accounts of any individual who has not performed services for the Employer during the one (1) year period ending on the Determination Date shall not be taken into account.

     (vii) Any Employee contributions, whether voluntary or mandatory, shall be included. However, amounts attributable to tax deductible qualified employee contributions shall not be considered to be a part of the account.

63

     (viii) With respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), if this Plan provides for rollovers or plan-to-plan transfers, it shall always consider such rollovers or plan-to-plan transfers as a distribution for the purpose of this Article XVI. If this Plan is the plan accepting such rollovers or plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers as part of the account.

     (ix) With respect to related rollovers and plan-to-plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Article XVI. If this Plan is the plan accepting such rollover or plan-to-plan transfer, it shall consider such rollover or plan-to-plan transfer as part of the Employee’s account, irrespective of the date on which such rollover or plan-to-plan transfer is accepted.

     (x) For purposes of determining whether the employer is the same employer under (i) and (j) an Employer and all Affiliates shall be treated as the same employer.

     (xi) For purposes of this Article XVI, a Beneficiary of any deceased Employee shall be considered a Participant hereunder.

     (xii) Notwithstanding anything herein to the contrary, no individual shall be counted as an Employee or Participant for purposes of this Article XVI if such individual has not performed services for the Employer or an Affiliate at any time during the five (5) year period ending on the Determination Date.

          (g) Top-Heavy Plan Year. “Top-Heavy Plan Year” shall mean a Plan Year in which a one-year Period of Service is accrued by the Top-Heavy Participant provided that no Plan Year shall be classified as a Top-Heavy Plan Year if in such Plan Year the Plan was not a Top-Heavy Plan.

          (h) Top-Heavy Participant. “Top-Heavy Participant” shall mean each Participant and any Employee who is excluded from being a Participant (or who accrued no benefit) because his compensation was less than a stated amount or any Employee who is excluded from being a Participant because of a failure to make mandatory employee contributions.

          (i) Testing Period. “Testing Period” shall mean, with respect to a Top-Heavy Participant, the five (5) consecutive Top-Heavy Plan Years of employment of such Top-Heavy Participant by the Employer or any Affiliate during which the aggregate Top-Heavy Compensation paid by the Employer or any Affiliate to such Top-Heavy Participant was the highest, or if the Plan was a Top-Heavy Plan for less than five (5) Top-Heavy Plan Years, the number of Top-Heavy Plan Years. Exclusion of a Plan Year as a Top-Heavy Plan Year because a one year Period of Service was not accrued or because of Paragraph (h) above shall not be deemed to break the consecutiveness of the surrounding Top-Heavy Plan Years.

64

          (j) Top-Heavy Compensation. “Top-Heavy Compensation” shall mean compensation as defined in Treasury Regulation Section 1.415-2(d).

          16.3 Minimum Contribution. (a) Subject to Paragraphs (c) and (d) below, for each Plan Year during which the Plan constitutes a Top-Heavy Plan, any Employer contributions made under the Plan shall be allocated to assure that each Top-Heavy Participant, other than a Key Employee, who is employed on the last day of the Plan Year (and without regard to whether such Participant was credited with a one year Period of Service for such Plan Year) is credited with a benefit for such Plan Year under the Plan and any other defined contribution plan of the Employer no less than the lesser of (i) three percent (3%) of such Top-Heavy Participant’s Top-Heavy Compensation for such Plan Year, or (ii) if the greatest percentage of Top-Heavy Compensation contributed by the Employer on behalf of a Key Employee during such Plan Year is less than three percent (3%), the greatest percentage of such Top-Heavy Participant’s Top-Heavy Compensation contributed for a Key Employee. In determining the benefit credited to any Participant during any Plan Year, all Employer contributions made hereof shall be included.

          (b) The minimum contribution referred to in (a) above (except with regard to Key Employees) shall not include any Employee contributions, nor amounts treated as Employer contributions pursuant to a salary reduction arrangement permitted by Code Section 401(k), except for purposes of determining the greatest percentage of Top-Heavy Compensation allocated on behalf of Key Employees.

          (c) If the Top-Heavy Participant (other than a Key Employee) is also a participant in a qualified defined benefit plan or any other defined contribution plan of the Employer, the additional contribution due under (a) above shall be reduced by the actuarial equivalent of the benefits derived by the Top-Heavy Participant under such defined benefit plan calculated on the basis of the actuarial assumptions of the Plan, or by the amount of the contributions under the defined contribution plan.

          (d) If the Top-Heavy Participant (other than a Key Employee) is also a participant in a qualified defined benefit plan or any other defined contribution plan that constitutes a Top-Heavy Plan, no minimum contribution under this Section 16.3 shall be required, unless otherwise required by Treasury Regulation Section 1.416-1.

65

ARTICLE XVII

MISCELLANEOUS

          17.1 Rights of Employees. Nothing herein contained shall be deemed to give any Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge such Employee at any time, nor shall it be deemed to give the Employer the right to require the Employee to remain in its service, nor shall it interfere with the Employee’s right to terminate his service at any time.

          17.2 Deductibility. All contributions under the Plan are expressly conditioned upon the deductibility of such contributions under Section 404 of the Code and to the extent the deduction is disallowed, shall be returned to the Employer within one year after the disallowance of the deduction. A contribution which is not deductible in the current taxable year of the Employer but may be deducted in the taxable years of the Employer subsequent to the year in respect of which it is made, shall not be considered to be disallowed.

          17.3 Mistake in Fact. In the case of a contribution which is made by the Employer under mistake of fact, such contribution may be returned to the Employer within one year after the payment of the contribution.

          17.4 Plan Qualification. Contributions to the Plan are conditioned on the initial qualification of the Plan under Section 401(a) and 401(k) of the Code, and if the Plan is found not to so qualify, contributions made in respect of any period subsequent to the effective date of the disqualification shall be returned to the contributor within one (1) year after the denial of such qualification.

          17.5 Provisions Inconsistent With Qualified Status. This Plan is intended to be a qualified plan under the Code. Any provision of this Plan that would cause the Plan to fail to comply with the requirements for qualified plans under the Code shall, to the extent necessary to maintain the qualified status of the Plan, be null and void ab initio, and of no force and effect, and the Plan shall be construed as if the provision had never been inserted in the Plan.

          17.6 Headings. The headings of the Plan are inserted for convenience of reference only and shall have no effect upon the meaning of the provisions hereof.

          17.7 Use of Words. Whenever used in this instrument, a masculine pronoun shall be deemed to include the masculine and feminine gender, and a singular word shall be deemed to include the singular and plural, in all cases where the context so requires.

          17.8 Applicability of State Law. If any determination is to be made with respect to the Plan under applicable state law, the laws of the State of Washington shall apply.

          17.9 Adjustments for Changes in Capital Structure. The existence of this Plan shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger, consolidation or separation,

66

including a spin-off, or other distribution of stock or property of the Company or Affiliates, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting Expedia Stock, the authorization or issuance of additional shares of Common Stock, the dissolution or liquidation of the Company or Affiliates, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. In the event of any change in the capital structure or business of the Company by reason of any stock dividend or extraordinary dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, spin-off or exchange of shares, distribution with respect to its outstanding Expedia Stock or capital stock other than Expedia Stock, reclassification of its capital stock, any sale or transfer of all or part of the Company’s assets or business, or any similar change affecting the Company’s capital structure or business and the Committee determines an adjustment is appropriate under this Plan, then the aggregate number and kind of shares which thereafter may be issued under this Plan, the number and kind of shares or other property (including cash) held under this Plan shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Members under this Plan or as otherwise necessary to reflect the change, and any such adjustment determined by the Committee in good faith shall be binding and conclusive on the Company and all Members, Beneficiaries and employees and their respective heirs, executors, administrators, successors and assigns.

67

ARTICLE XVIII

ADOPTION OF PLAN BY AFFILIATE

          18.1 Purpose of Article. The purpose of this Article is to describe the terms and conditions under which an Affiliate or Eligible Company may adopt and become an Adopting Employer under the Plan and Trust for the benefit of its Eligible Employees.

          18.2 Execution of Adoption Agreement by an Affiliate. Any Affiliate or Eligible Company may, subject to consent of the Company, become an Adopting Employer under the Plan and Trust.

          (a) The Adopting Employer shall be bound by all the provisions of the Plan and Trust in the manner set forth herein and any amendments thereto.

          (b) The Adopting Employer shall pay its share of the contributions to and expenses of, the Plan and Trust as the Company may determine from time to time in the manner specified herein.

          (c) The Adopting Employer shall provide the Company, the Committee and Trustee with full, complete, and timely information on all matters necessary to them relating to or in connection with the administration or operation of the Plan and Trust.

          18.3 Participation in the Plan.

          (a) In the event of the adoption of the Plan and Trust by an Affiliate or an Eligible Company, the Affiliate or Eligible Company shall become an Adopting Employer and all the terms and conditions of the Plan and Trust as set forth hereunder shall apply to the participation under the Plan of such Affiliate or Eligible Company and its Employees in the manner as set forth herein for an Adopting Employer and its Employees; notwithstanding the above, the following rights are specifically reserved to the Company:

     (1) The right to designate an Adopting Employer as set forth herein;

     (2) The right to appoint the members of the Committee, as set forth herein, is specifically reserved to the Company so long as the Company participates under the Plan; provided that an Adopting Employer may appoint an Advisory Committee of such composition and size as it may determine to advise the Committee on any matters affecting such Adopting Employer or its Employees who are Participants under the Plan. The Committee shall be entitled to rely upon any information furnished it by the Adopting Employer or its Employees who are Participants under the Plan. The Committee shall be entitled to rely upon any information furnished it by the Adopting Employer appointing such Advisory Committee, but in no event shall the existence of such Advisory Committee modify or otherwise limit any of the powers or duties of the Committee under the Plan;

68

     (3) The right to direct, appoint, remove, approve the accounts of, or otherwise deal with the Trustee, as set forth herein, is specifically reserved to the Company so long as the Company participates under the Plan;

     (4) The right to amend the Plan and Trust, as set forth herein, is specifically reserved to the Company so long as the Company participates under the Plan; and any such amendment, unless otherwise specified herein, shall be fully binding with respect to such participation by any Adopting Employer; provided that this reservation shall in no event be construed to prevent any Adopting Employer from terminating at any time, in the manner set forth herein, its participation as an Adopting Employer under the Plan.

          (b) In the operation of the Plan with respect to an Adopting Employer, the term “Effective Date” shall mean such date specified in such Adopting Employer’s Adoption Agreement.

          (c) Unless otherwise provided in the adoption agreement of an Adopting Employer, service for an Employee of such Adopting Employer for eligibility, vesting and benefit purposes shall be determined from the Employee’s Employment Commencement Date with the Employer.

          (d) Termination by an Adopting Employer. Any Adopting Employer, in accordance with its by-laws (or similar governing documents) and applicable law, may at any time elect to terminate its participation under the Plan in the manner set forth herein, or any Adopting Employer may elect at any time by executing a transfer agreement affecting only its own status hereunder to disassociate itself from this Plan and Trust but to continue the Plan and the portion of the Trust as it pertains to itself and its Employees as an entity separate and distinct from this Plan and Trust. Termination of the participation of any Adopting Employer, or disassociation, shall not affect the participation in the Plan of any other Adopting Employer nor terminate the Plan or Trust with respect to them and their Employees; provided that, if the Company shall terminate its participation in the Plan, or disassociate itself, then each remaining Adopting Employer shall make such arrangements and take such action as may be necessary to assume the duties of the Company in providing for the operation and continued administration of the Plan and Trust as the same pertains to the Adopting Employer.

          18.4 Adopting Employer Plan Expenses. Each Adopting Employer shall be liable for and shall pay at least annually to the Company its fair share of the expenses of operating the Plan and Trust, including its share of any Trustee’s fees. The amount of such charges to each Adopting Employer shall be determined by the Company, in its sole discretion, or pursuant to an agreement between the Company and the Adopting Employer.

69

          IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its officer thereunto duly authorized, as the                      day of                      2005.

EXPEDIA, INC.

By:

Title:

70

EXHIBIT A
ADOPTING EMPLOYERS

• Expedia, Inc. (WA), Hotels.com (DE), Hotwire, Inc. (DE) and TripAdvisor, Inc. (DE) and each of their Affiliates on the Effective Date except Expedia, Inc., a Delaware Corporation, and Premier Getaways, Inc.

• Notwithstanding the foregoing, effective January 1, 2006, Premier Getaways, Inc. shall become a Member Company.

A-1

EXHIBIT B

SPECIAL VESTING PROVISIONS

Notwithstanding Section 5.1(b) of the Plan, but subject to Section 5.1(c) of the Plan, this Exhibit B applies to Transferred Participants who were participants in an Historic Plan as set forth below and who became Members in the Plan or Prior Plan pursuant to the merger of such Historic Plan into the Plan or Prior Plan.

     1.1 TripAdvisor, Inc. 401(k) Profit Sharing Plan & Trust. With respect to each Transferred Participant who was a Participant in the TripAdvisor, Inc. 401(k) Profit Sharing Plan & Trust on September 31, 2004 and who is credited with an Hour of Service on or after October 1, 2004, the portion of such Transferred Participant’s Accrued Benefit in his Matching Contribution Account and Profit Sharing Account which shall become vested and nonforfeitable shall be based on the number of years in his Period of Service according to the following schedule:

Number of Years in Period of Service	Nonforfeitable Percentage
1	25%
2 or more	100%

B-1

EX-99.D.23

Exhibit (d)(23)

TRUST AGREEMENT

Between

_____________________

EXPEDIA, INC.

And

FIDELITY MANAGEMENT TRUST COMPANY

_____________________

EXPEDIA RETIREMENT SAVINGS PLAN

TRUST

Dated as of August 15, 2005

TABLE OF CONTENTS

Section 1. Definitions.	5
Section 2. Trust.	11
Section 3. Exclusive Benefit and Reversion of Sponsor Contributions.	11
Section 4. Disbursements.	12
Section 5. Investment of Trust.	12
(a) Selection of Investment Options.	12
(b) Available Investment Options.	12
(c) Participant Direction.	13
(d) Mutual Funds.	13
(i) Execution of Purchases and Sales.	14
(ii) Voting.	14
(e) Sponsor Stock.	15
(i) Acquisition Limit.	15
(ii) Fiduciary Duty.	15
(iii) Purchases and Sales of Sponsor Stock for Batch Activity.	15
(iv) Purchases and Sales of Sponsor Stock for Participant-Initiated Exchanges (“Real Time” Trading)	16
(v) Use of an Affiliated Broker.	17
(vi) Securities Law Reports.	18
(vii) Voting and Tender Offers.	18
(viii) General.	20
(ix) Conversion.	20
(x) Nasdaq Subscriber Agreement.	21
(f) IACCorp Stock.	21
(x) Acquisition Limit.	21
(xi) Fiduciary Duty.	21
(xii) Sales of IAC Stock for Batch Activity.	21
(xiii) Sales of IAC Stock for Participant-Initiated Exchanges (“Real Time” Trading)	22
(xv) Use of an Affiliated Broker.	23
(xiv) Securities Law Reports.	24
(xv) Voting and Tender Offers.	24
(xvi) General.	26
(xvii) Conversion.	26
(xviii) Nasdaq Subscriber Agreement.	26
(g) Participant Loans.	26
(h) BrokerageLink.	27
(i) Fidelity Retirement Plan Manager®.	29
(j) Collective Investment Funds Managed by the Trustee.	31
(k) Trustee Powers.	31
Section 6. Recordkeeping and Administrative Services to Be Performed.	32
(a) General.	32
(b) Accounts.	33
(c) Inspection and Audit.	33
(d) Notice of Plan Amendment.	33

(e) Returns, Reports and Information.	34
Section 7. Compensation and Expenses.	34
Section 8. Directions and Indemnification.	35
(a) Identity of Administrator and Named Fiduciary.	35
(b) Directions from Administrator.	35
(c) Directions from Committee.	35
(d) Co-Fiduciary Liability.	36
(e) Indemnification.	36
(f) Survival.	37
Section 9. Resignation or Removal of Trustee and Termination.	37
(a) Resignation and Removal.	37
(b) Termination.	38
(c) Notice Period.	38
(d) Transition Assistance.	38
(e) Failure to Appoint Successor.	38
Section 10. Successor Trustee.	39
(a) Appointment.	39
(b) Acceptance.	39
(c) Corporate Action.	39
Section 11. Resignation, Removal, and Termination Notices.	39
Section 12. Duration.	40
Section 13. Amendment or Modification.	40
Section 14. Electronic Services.	40
Section 15. Assignment.	42
Section 16. Force Majeure.	42
Section 17. Confidentiality.	42
Section 18. General.	43
(a) Performance by Trustee, its Agents or Affiliates.	43
(b) Entire Agreement.	43
(c) Waiver.	43
(d) Successors and Assigns.	43
(e) Partial Invalidity.	43
(f) Section Headings.	44
(g) Communications.	44

(h) Auto-Debit.	45
Section 19. Data Protection.	45
Section 20. Governing Law.	46
(a) Massachusetts Law Controls.	46
(b) Trust Agreement Controls.	46
Section 22. Plan Qualification.	46

SCHEDULES	48
Schedule “A” — Administrative Services	48
Schedule “B” — Fee Schedule	52
Schedule “C” — Investment Options	56
Schedule “D” — Authorized Signers (Administrator)	58
Schedule “E” — Authorized Signers (Named Fiduciary)	59
Schedule “F” — Statement of Qualified Status	60
Schedule “G” — Exchange Guidelines	62
Schedule “H” — Operational Guidelines for Non-Fidelity Mutual Funds	68
Schedule “I” — Securities That May Not Be Purchased Under the BrokerageLink Option	70
Schedule “J” — BrokerageLink Administrative Procedures	71
Schedule “K” — Form 5500 Service	74
Schedule “L” — Operating Guidelines for Investment Options Exchanges Fidelity Retirement Plan Manager®	76
Schedule “M” — Investment Management Agreement	77

-ii-

     TRUST AGREEMENT, dated as of the fifteenth day of August, 2005, between the EXPEDIA, INC., a Washington corporation, having an office at 3150 139^th Avenue SE, Bellevue, Washington 98005 (the “Sponsor”), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).

WITNESSETH:

     WHEREAS, the Sponsor is the sponsor of the Expedia Retirement Savings Plan (the “Plan”); and

     WHEREAS, the Sponsor wishes to establish a single trust to hold and invest assets of the Plan for the exclusive benefit of Participants, as defined herein, in the Plan and their beneficiaries; Other Frozen Investments will not be held in Trust by the Trustee; and

     WHEREAS, the Trustee is willing to hold and invest the aforesaid Plan assets in trust among several investment options selected by the Committee, as defined herein. However, other Frozen Investments will not be held in Trust by the Trustee; and

     WHEREAS, the Sponsor also wishes to have the Trustee perform certain ministerial recordkeeping and administrative functions under the Plan; and

     WHEREAS, the Trustee is willing to perform recordkeeping and administrative services for the Plan if the services are ministerial in nature and are provided within a framework of plan provisions, guidelines and interpretations conveyed in writing to the Trustee by the Administrator (as defined herein).

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as follows:

Section 1. Definitions.

The following terms as used in this Trust Agreement have the meaning indicated unless the context clearly requires otherwise:

(a) “ACH”

“ACH” shall mean Automated Clearing House.

(b) “Administrator”

“Administrator” shall mean the Sponsor, identified in the Plan document as the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA).

(c) “Agreement”

“Agreement” shall mean this Trust Agreement, and the Schedules and Exhibits attached hereto, as the same may be amended and in effect from time to time.

(d) “BrokerageLink”

“BrokerageLink” shall mean the Participant directed brokerage option offered under the plan.

(e) “BrokerageLink Core Account”

“BrokerageLink Core Account” shall mean the money market fund that serves as a settlement vehicle for the purchases and sales of securities via BrokerageLink. All contributions directed to BrokerageLink and all additional BrokerageLink investments are first deposited in the BrokerageLink Core Account.

(f) “Business Day”

“Business Day” shall mean each day the NYSE is open.

(g) “Code”

“Code” shall mean the Internal Revenue Code of 1986, as it has been or may be amended from time to time.

(h) “Committee”

“Committee” shall mean the administrative committee appointed by the Sponsor pursuant to the terms of the Plan to administer the Plan in accordance with its terms and is a named fiduciary of the Plan (within the meaning of section 402(a) of ERISA.)

(i) “Confidential Information”

“Confidential Information” shall mean (individually and collectively) proprietary information of the parties to this Trust Agreement, including but not limited to, their inventions, confidential information, know how, trade secrets, business affairs, prospect lists, product designs, product plans, business strategies, finances, fee structures, etc.

(j) “Declaration of Separate Fund”

6

“Declaration of Separate Fund” shall mean the declaration of separate fund for each fund of the Group Trust.

(k) “EDT”

“EDT” shall mean electronic data transfer.

(l) “Electronic Services”

“Electronic Services” shall mean communications and services made available via electronic media.

(m) “ERISA”

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it has been or may be amended from time to time.

(n) “External Account Information”

“External Account Information” shall mean account information, including retirement savings account information, from third party websites or other websites maintained by Fidelity or its affiliates.

(o) “FBSLLC”

“FBSLLC” shall mean Fidelity Brokerage Services LLC.

(p) “Fidelity Mutual Fund”

“Fidelity Mutual Fund” shall mean any investment company advised by Fidelity Management & Research Company or any of its affiliates.

(q) “Fidelity Retirement Plan Manager^®”

“Fidelity Retirement Plan Manager^®” shall mean a discretionary investment management service provided by Strategic Advisers in accordance with an investment management agreement attached as Schedule “O”, to eligible Participants who elect the service.

(r) “FIIOC”

“FIIOC” shall mean Fidelity Investments Institutional Operations Company, Inc.

(s) “Group Trust”

7

“Group Trust” shall mean the Fidelity Group Trust for Employee Benefit Plans for qualified plans.

(t) “In Good Order”

“In Good Order” shall mean in a state or condition acceptable to the Trustee in its sole discretion, which the Trustee determines is reasonably necessary for accurate execution of the intended transaction.

(u) “IAC Stock Fund”

“IAC Stock Fund” shall mean the investment option consisting of IAC/InterActiveCorp Common Stock, which is traded on the NASDAQ.

(v) “Losses”

“Losses” shall mean any and all loss, damage, penalty, liability, cost and expense, including without limitation, reasonable attorney’s fees and disbursements.

(w) “Mutual Fund”

“Mutual Fund” shall refer both to Fidelity Mutual Funds and Non-Fidelity Mutual Funds.

(x) “Named Fiduciary”

“Named Fiduciary” shall mean the Sponsor, a named fiduciary of the Plan (within the meaning of section 402(a) of ERISA). The Sponsor has delegated the responsibilities of the named fiduciary to the Committee.

(y) “NAV”

“NAV” shall mean Net Asset Value.

(z) “NFSLLC”

“NFSLLC” shall mean National Financial Services LLC.

(aa) “Non-Fidelity Mutual Fund”

“Non-Fidelity Mutual Fund” shall mean certain investment companies not advised by Fidelity Management & Research Company or any of its affiliates.

(bb) “NYSE”

8

“NYSE” shall mean the New York Stock Exchange.

(cc) “Participant”

“Participant” shall mean, with respect to the Plan, any employee, former employee, or alternate payee with an account under the Plan, which has not yet been fully distributed and/or forfeited, and shall include the designated beneficiary(ies) with respect to the account of any deceased employee, former employee, or alternate payee until such account has been fully distributed and/or forfeited.

(dd) “Participant Recordkeeping Reconciliation Period”

“Participant Recordkeeping Reconciliation Period” shall mean the period beginning on the date of the initial transfer of assets to the Trust and ending on the date of the completion of the reconciliation of Participant records.

(ee) “Participation Agreement”

“Participation Agreement” shall mean the participation agreement for the Group Trust.

(ff) “PIN”

“PIN” shall mean personal identification number.

(gg) “Plan”

“Plan” shall mean the Expedia Retirement Savings Plan, as it has or may be amended from time to time.

(hh) “Plan Administration Manual”

“Plan Administration Manual” shall mean the document which sets forth the administrative and recordkeeping duties and procedures to be followed by the Trustee in administering the Plan, as such document may be amended and in effect from time to time.

(ii) “Plan Sponsor Webstation”

“Plan Sponsor Webstation” shall mean the graphical windows based application that provides current Plan and Participant information including indicative data, account balances, activity and history.

(jj) “Reporting Date”

9

“Reporting Date” shall mean the last day of each fiscal quarter of the Plan and, if not on the last day of a fiscal quarter, the date as of which the Trustee resigns or is removed pursuant to Section 9 hereof or the date as of which this Agreement terminates pursuant to Section 11 hereof.

(kk) “SEC”

“SEC” shall mean the United States Securities and Exchange Commission.

(ll) “SPO”

“SPO” shall mean the Standard Plan Options which are the basic non-brokerage investment options available in the Plan. Schedule “C” lists all of the investment options available in the Plan, including the brokerage option (BrokerageLink) and the non-brokerage options (SPO).

(mm) “SPO Default Fund”

“SPO Default Fund” shall mean the SPO investment option into which the transferred assets will be placed when Participants transfer assets from BrokerageLink to the SPO.

(nn) “Sponsor”

“Sponsor” shall mean Expedia, Inc., a Washington corporation, or any successor to all or substantially all of its businesses which, by agreement, operation of law or otherwise, assumes the responsibility of the Sponsor under this Agreement.

(oo) “Sponsor Stock”

“Sponsor Stock” shall mean the common stock of the Sponsor, or such other publicly traded stock of the Sponsor, or such other publicly-traded stock of the Sponsor’s affiliates as meets the requirements of section 407(d)(5) of ERISA with respect to the Plan.

(pp) “Stock Fund”

“Stock Fund” shall mean the investment option consisting of Sponsor Stock.

(qq) “Strategic Advisers”

“Strategic Advisers” shall mean Strategic Advisers, Inc., an affiliate of the Trustee, and a registered investment adviser, or its successors or assigns.

(rr) “Trust”

10

“Trust” shall mean the Expedia Retirement Savings Plan Trust, being the trust established by the Sponsor and the Trustee pursuant to the provisions of this Agreement.

(ss) “Trustee”

“Trustee” shall mean Fidelity Management Trust Company, a Massachusetts trust company and any successor to all or substantially all of its trust business as described in Section 10(c). The term Trustee shall also include any successor trustee appointed pursuant to Section 10 to the extent such successor agrees to serve as Trustee under this Agreement.

(tt) “VRS”

“VRS” shall mean Voice Response System.

Section 2. Trust.

The Sponsor hereby establishes the Trust with the Trustee. The Trust shall consist of an initial contribution of money or other property acceptable to the Trustee in its sole discretion, made by the Sponsor or transferred from a previous trustee under the Plan, such additional sums of money or other property acceptable to the Trustee in its sole discretion, as shall from time to time be delivered to the Trustee under the Plan, all investments made therewith and proceeds thereof, and all earnings and profits thereon, less the payments that are made by the Trustee as provided herein. The Trustee hereby accepts the Trust on the terms and conditions set forth in this Agreement. In accepting this Trust, the Trustee shall be accountable for the assets received by it, subject to the terms and conditions of this Agreement.

Section 3. Exclusive Benefit and Reversion of Sponsor Contributions.

     (a) Except as provided under applicable law, no part of the Trust may be used for, or diverted to, purposes other than the exclusive benefit of the Participants in the Plan or their beneficiaries or the reasonable expenses of Plan administration. No assets of the Plan shall revert to the Sponsor, except as specifically permitted by the terms of the Plan.

     (b) Assignment or Alienation.

Except as may be provided by law, the Trust shall not be subject to any form of attachment, garnishment, sequestration or other actions of collection afforded creditors of the Sponsor, Participants or beneficiaries

11

under the Plan. The Trustee shall not recognize any permitted assignment or alienation of benefits unless an authorized direction is received from the Committee.

Section 4. Disbursements.

The Trustee shall make disbursements as directed by the Participant or the Administrator, as applicable, in accordance with the provisions of the Plan Administration Manual. The Trustee shall have no responsibility to ascertain any direction’s compliance with the terms of the Plan (except to the extent the terms of the Plan have been communicated to the Trustee in writing) or of any applicable law or the direction’s effect for tax purposes or otherwise; nor shall the Trustee have any responsibility to see to the application of any disbursement. The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement.

Section 5. Investment of Trust.

(a) Selection of Investment Options or Fidelity Retirement Plan Manager^®.

The Trustee shall have no responsibility for the selection of investment options under the Trust or the decision to offer Fidelity Retirement Plan Manager^®, and shall not render investment advice to any person in connection with the selection of such options or service.

(b) Available Investment Options.

The Committee shall direct the Trustee as to the investment options in which the Trust shall be invested during the Participant Recordkeeping Reconciliation Period and the investment options in which Participants may invest following the Participant Recordkeeping Reconciliation Period. The Committee may determine to offer as investment options only: (i) Mutual Funds, (ii) Sponsor Stock, (iii) non-diversified funds consisting of publicly traded equity securities, namely IAC Corp stock, (iv) notes evidencing loans to Participants in accordance with the terms of the Plan, (v) BrokerageLink and (vi) collective investment funds maintained by the Trustee for qualified plans.

The Trustee shall be considered a fiduciary with investment discretion only with respect to Plan assets that are invested in collective investment funds maintained by the Trustee for qualified plans.

12

The investment options initially selected by the Committee are identified on Schedule “C” attached hereto. Upon transfer to the Trust, Plan assets will be invested in the investment option(s) as directed by the Committee. The Committee may add additional investment options or remove investment options with the consent of the Trustee to reflect administrative considerations and upon mutual amendment of this Agreement, and the Schedules thereto, to reflect such additions or removals.

(c) Participant Direction.

     As authorized under the Plan, each Participant shall direct the Trustee in which investment option(s) to invest the assets in the Participant’s individual accounts , or shall direct the Trustee to invest such Participant’s individual accounts among the Plan’s available investment options in accordance with investment directions provided by Strategic Advisers under the Fidelity Retirement Plan Manager^® service. In the event the Participant elects to participate in the Fidelity Retirement Plan Manager^® service, he or she may not exercise investment direction over his or her Plan account (except for assets held in sponsor stock) until his or her participation in such service has terminated. Investment directions may be made by Participants by use of the telephone exchange system, the internet or in such other manner as may be agreed upon from time to time by the Sponsor and the Trustee. Participant direction to participate in Fidelity Retirement Plan Manager^® (or to cease such participation) shall be made by use of the telephone exchange system, or in such other manner as may be agreed upon from time to time by the Sponsor the Trustee. Any direction from Participants contemplated by this paragraph shall be made in accordance with written exchange guidelines attached hereto as Schedule “G”. The Trustee shall not be liable for any loss or expense that arises from a Participant’s exercise or non-exercise of rights under this Section 5 over the assets in the Participant’s accounts. In the event that the Trustee fails to receive a proper direction from the Participant, the assets shall be invested in the investment option set forth for such purpose on Schedule “C”, until the Trustee receives a proper direction.

(d) Mutual Funds.

     On the effective date of this Agreement, in lieu of receiving a printed copy of the prospectus for each Fidelity Mutual Fund selected by the Committee as a Plan investment option or short-term investment fund, the Committee hereby consents to receiving such documents electronically. The Committee shall access each prospectus on the internet after receiving notice from the Trustee that a current version is available online at a website maintained by the Trustee or its affiliate. Trustee represents that on the effective date of this Agreement, a current version of each such prospectus is available at http://www.fidelity.com or such successor website as Trustee may notify the Committee of in writing from time to time. The Committee represents that it has accessed/will access each such prospectus at http://www.fidelity.com or such successor website as Trustee may notify the Committee of in writing

13

from time to time as of the effective date of this Agreement. All transactions involving Non-Fidelity Mutual Funds shall be done in accordance with the Operational Guidelines attached hereto as Schedule “H”. Trust investments in Mutual Funds shall be subject to ERISA, other applicable law and the following limitations:

(i) Execution of Purchases and Sales of Mutual Funds

Purchases and sales of Mutual Funds (other than for exchanges) shall be made on the date on which the Trustee receives from the Administrator In Good Order all information, documentation and wire transfer of funds (if applicable), necessary to accurately effect such transactions. Exchanges of Mutual Funds pursuant to Participant request shall be made in accordance with the Exchange Guidelines attached hereto as Schedule “G”.

(ii) Voting.

At the time of mailing of notice of each annual or special stockholders’ meeting of any Mutual Fund, the Trustee shall send a copy of the notice and all proxy solicitation materials to each Participant who has shares of such Mutual Fund credited to the Participant’s accounts as of the record date for the annual or special stockholders meeting, together with a voting direction form for return to the Trustee or its designee. The Participant shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares credited to the Participant’s accounts (both vested and unvested). The Trustee shall vote the shares as directed by the Participant. The Trustee shall not vote shares for which it has received no directions from the Participant.

During the Participant Recordkeeping Reconciliation Period, the Committee shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares of the Mutual Funds in the Trust, including Mutual Fund shares held in any short-term investment fund for liquidity reserve. Following the Participant Recordkeeping Reconciliation Period, the Committee shall continue to have the right to direct the Trustee as to the manner in which the Trustee is to vote any Mutual Funds shares held in a short-term investment fund for liquidity reserve. The Trustee shall not vote any Mutual Fund shares for which it has received no directions from the Committee.

With respect to all rights other than the right to vote, the Trustee shall follow the directions of the Participant and if no such directions are received, the directions of the Committee. The Trustee shall have no further duty to solicit directions from Participants or the Committee.

14

(e) Sponsor Stock.

Trust investments in Sponsor Stock shall be made via the Stock Fund. Dividends received on shares of Sponsor Stock shall be reinvested in additional shares of Sponsor Stock and allocated to Participants’ accounts.

(i) Acquisition Limit.

Pursuant to the Plan, the Trust may be invested in Sponsor Stock to the extent necessary to comply with investment directions under this Agreement. The Sponsor shall be responsible for providing specific direction on any acquisition limits required by the Plan or applicable law.

(ii) Fiduciary Duty.

                                 (A) The Committee shall continually monitor the suitability of the Trust acquiring and holding Sponsor Stock, under the fiduciary duty rules of section 404(a)(1) of ERISA (as modified by section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss, or expense, which arises from the directions of the Committee with respect to the acquisition and holding of Sponsor Stock, unless it is clear on their face that the actions to be taken under those directions would be prohibited by the foregoing fiduciary duty rules or would be contrary to the terms of this Agreement.

                                 (B) Each Participant with an interest in Sponsor Stock (or, in the event of the Participant’s death, his beneficiary) is, for purposes of this section 5(e)(ii), hereby designated as a “named fiduciary” (within the meaning of section 403(a)(1) of ERISA), with respect to shares of Sponsor Stock allocated to his or her account whether or not purchased at his or her direction, and such Participant (or beneficiary) shall have the right to direct the Trustee as to the manner in which the Trustee is to vote or tender or not tender such shares in their capacity.

(iii) Purchases and Sales of Sponsor Stock for Batch Activity.

                                 Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can administratively implement, the following provisions shall govern purchases and sales of Sponsor Stock for contributions, loan repayments, distributions, loans, withdrawals, or any other purchase or sale of Sponsor Stock related to a transaction that the Committee has directed the Trustee in writing to implement on a batch basis (“batch activity”).

                                 (A) Open Market Purchases and Sales. Purchases and sales of Sponsor Stock shall be made on the open market in accordance with the Trustee’s standard trading guidelines, as they

15

may be amended from time to time, as necessary to honor batch activity. Such general rules shall not apply in the following circumstances:

                                      (1) If the Trustee is unable to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or

                                      (2) If the Trustee is prohibited by the SEC, the NYSE or principal exchange on which the Sponsor Stock is traded, or any other regulatory or judicial body from purchasing or selling any or all of the shares required to be purchased or sold on such day.

In the event of the occurrence of a circumstance described in (1) or (2) above, the Trustee shall purchase or sell such shares as soon thereafter as administratively feasible, and shall determine the price of such purchases or sales to be the average purchase or sales price of all such shares purchased or sold, respectively. The Trustee may follow written directions from the Named Fiduciary to deviate from the above purchase and sale procedures.

(iv) Purchases and Sales of Sponsor Stock for Participant-Initiated Exchanges (“Real Time” Trading)

                                 Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can administratively implement, the following provisions shall govern purchases and sales of Sponsor Stock for Participant-initiated exchanges.

                                 (A) Purchases and Sales of Sponsor Stock. Purchases and sales of Sponsor Stock associated with individual Participant-initiated exchanges into or out of the Stock Fund shall be made on the open market pursuant to order types selected by the Participant in accordance with the Trustee’s procedures for “Real Time Trading.” The Sponsor may instruct the Trustee to limit the order types available to Participants.

                                      (1) Automated Order Entry. Sponsor Stock trades associated with Participant-initiated exchanges shall be sent to market as soon as administratively feasible during regular trading hours via an electronic order entry system, unless such trade is treated as a block trade. Such electronic order entry system shall be deemed an Electronic Service for purposes of Section 14 of this Agreement.

                                      (2) Limitations on Trades; Cancellation of Exchange Requests. Trades rejected under rules of the applicable securities exchange will not be executed. The Trustee will not submit orders (or will cancel orders) for stock trades that violate the Trustee’s procedures for “Real

16

Time Trading”. The Trustee shall not submit any trade order associated with a Participant-initiated exchange at any time when the Sponsor Stock Fund has been closed to such activity. Trades associated with Participant-initiated exchanges shall not be transacted at any time when the regular market is closed, or when the SEC, the NYSE or principal exchange on which the Sponsor Stock is traded, or any other regulatory or judicial body has prohibited purchases or sales of any or all of the shares requested by the Participant to be traded pursuant to the Participant-initiated exchange. An exchange requested by the Participant shall be rejected or cancelled, as the case may be, to the extent any accompanying trade is not submitted, not executed or cancelled.

                                 (B) Reserve Requirements for Exchanges Into Stock Fund and Corrective Sales. The Participant’s ability to initiate exchanges into the Stock Fund shall be subject to standard reserve requirements applicable to the investment options used to fund the exchange, as established by the Trustee from time to time (or such higher reserve requirements as may be established by the Sponsor in written direction to the Trustee) and described to the Committee and Participants. Requests to exchange into the Sponsor Stock Fund that exceed such reserves, and accompanying trade orders, may be rejected or cancelled. In the event that a buy trade associated with a request to exchange into Sponsor Stock is executed, and the Participant does not have sufficient assets in the designated investment option to fund the trade, the Trustee will liquidate investment options (including those held in other sources eligible for liquidation) in the affected Participant’s account pro rata. In the event that the Participant does not have sufficient assets in any other investment option, the Trustee shall initiate a corrective sale, and shall debit the costs of such corrective trade from the Participant’s account.

                                 (C) Fractional Shares. Participants will be entitled to exchange out fractional shares in the Stock Fund only in connection with a request to exchange out the entire balance of their Stock Fund holdings (or the entire balance in a particular source, as applicable). Fractional shares will be transacted at the price determined by the stock trade order selected by the Participant.

(v) Use of an Affiliated Broker.

For all purchases and sales of Sponsor Stock on the open market, whether Participant-initiated or otherwise, the Committee hereby directs the Trustee to use FBSLLC to provide brokerage services. Subject to the provisions of this agreement, FBSLLC shall execute such trades directly or through any of its affiliates. The provision of brokerage services shall be subject to the following:

                                      (1) As consideration for such brokerage services, the Committee agrees that FBSLLC shall be entitled to remuneration under this direction provision in the amount of

17

$0.029 commission on each share of Sponsor Stock. Any increase in such remuneration may be made only by written agreement between the Committee and Trustee.

                                      (2) Any successor organization of FBSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this direction provision. FBSLLC may assign its rights and obligations under this agreement to any affiliate, provided that the assignee is bound by the terms hereof, including the provisions concerning remuneration.

                                      (3) The Trustee and FBSLLC shall continue to rely on this direction provision until notified to the contrary. The Committee reserves the right to terminate this direction upon written notice to FBSLLC (or its successors or assigns) and the Trustee, in accordance with Section 11 of this Agreement.

                                      (4) The Plan Sponsor acknowledges that FBSLLC (and its successors and assigns) may rely upon this Trust Agreement in establishing an account in the name of the Trustee for the Plan or its Participants, and in allowing each Participant to exercise limited trading authorization over such account, to the extent of his or her individual account balance in the Sponsor Stock Fund subject to Participant direction.

(vi) Securities Law Reports.

The Administrator shall be responsible for filing all reports required under Federal or state securities laws with respect to the Trust’s ownership of Sponsor Stock, including, without limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of Sponsor Stock pending the filing of any report. The Trustee shall provide to the Administrator such information on the Trust’s ownership of Sponsor Stock as the Administrator may reasonably request in order to comply with Federal or state securities laws.

(vii) Voting and Tender Offers.

Notwithstanding any other provision of this Agreement the provisions of this Section shall govern the voting and tendering of Sponsor Stock. The Sponsor shall pay for all printing, mailing, tabulation and other costs associated with the voting and tendering of Sponsor Stock. The Trustee, after consultation with the Sponsor, shall prepare the necessary documents associated with the voting and tendering of Sponsor Stock.

18

                                 (A) Voting.

                                      (1) When the issuer of Sponsor Stock prepares for any annual or special meeting, the Sponsor shall notify the Trustee at least ten (10) days in advance of the intended record date and shall cause a copy of all proxy solicitation materials to be sent to the Trustee. If requested by the Trustee the Sponsor shall certify to the Trustee that the aforementioned materials represents the same information distributed to shareholders of Sponsor Stock. Based on these materials, the Trustee shall prepare a voting instruction form and shall provide a copy of all proxy solicitation materials to be sent to each Participant with an interest in Sponsor Stock held in the Trust, together with the foregoing voting instruction form to be returned to the Trustee or its designee. The form shall show the number of full and fractional shares of Sponsor Stock credited to the Participant’s accounts.

                                      (2) Each Participant with an interest in the Sponsor Stock held in the Trust shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of Sponsor Stock credited to the Participant’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of Sponsor Stock shall be communicated in writing, or by such other means as agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such person in the ordinary course of the performance of the Trustee’s services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall vote shares of Sponsor Stock credited to a Participant’s account for which it has received no directions from the Participant in the same proportion on each issue as it votes those shares credited to Participants’ account for which it received voting direction from Participants.

                                 (B) Tender Offers.

                                      (1) Upon commencement of a tender offer for any securities held in the Trust that are Sponsor Stock, the Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Sponsor Stock. Based on these materials and after consultation with the Sponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Sponsor Stock credited to the Participants account (both vested and unvested).

19

                                      (2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Sponsor Stock credited to the Participant’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Sponsor Stock shall be communicated in writing, or such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee’s services hereunder. The Trustee shall tender or not tender shares of Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Sponsor Stock credited to a Participant’s accounts for which it has received no directions from the Participant.

                                      (4) A Participant who has directed the Trustee to tender some or all of the shares of Sponsor Stock credited to the Participant’s accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline.. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

                                      (5) A direction by a Participant to the Trustee to tender shares of Sponsor Stock credited to the Participant’s accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee shall credit to each account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Sponsor Stock tendered from that account. Pending receipt of directions (through the Administrator) from the Participant or the Committee, as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the investment option described in Schedule “C”.

(viii) General.

With respect to all shareholder rights other than the right to vote, the right to tender, and the right to withdraw shares previously tendered, in the case of Sponsor Stock, the Trustee shall follow the procedures set forth in subsection (A), above.

(ix) Conversion.

All provisions in this Section 5(e) shall also apply to any securities received as a result of a conversion of Sponsor Stock.

20

(x) Nasdaq Subscriber Agreement.

The Sponsor represents that it has returned a properly executed “Nasdaq Subscriber Agreement” to the Trustee. The Nasdaq Subscriber Agreement is required by Nasdaq and allows Participants to receive information originating from Nasdaq on a “real-time” basis, through devices controlled by the Trustee or its affiliates.

(f) IAC Stock.

Trust investments in IAC Stock shall be made via the IAC Stock Fund. Dividends received on shares of IAC Stock shall be reinvested in additional shares of IAC Stock and allocated to Participants’ accounts.

(x) Acquisition Limit.

Pursuant to the Plan, the Trust may be invested in IAC Stock to the extent necessary to comply with investment directions under this Agreement. The Sponsor shall be responsible for providing specific direction on any acquisition limits required by the Plan or applicable law.

(xi) Fiduciary Duty.

                              (A) The Committee shall continually monitor the suitability of the Trust acquiring and holding IAC Stock, under the fiduciary duty rules of section 404(a)(1) of ERISA (as modified by section 404(a)(2) of ERISA). The Trustee shall not be liable for any loss, or expense, which arises from the directions of the Committee with respect to the acquisition and holding of IAC Stock, unless it is clear on their face that the actions to be taken under those directions would be prohibited by the foregoing fiduciary duty rules or would be contrary to the terms of this Agreement.

                              (B) Each Participant with an interest in IAC Stock (or, in the event of the Participant’s death, his beneficiary) is, for purposes of this section 5(f)(ii), hereby designated as a “named fiduciary” (within the meaning of section 403(a)(1) of ERISA), with respect to shares of IAC Stock allocated to his or her account whether or not purchased at his or her direction, and such Participant (or beneficiary) shall have the right to direct the Trustee as to the manner in which the Trustee is to vote or tender such shares in their capacity.

(xii) Sales of IAC Stock for Batch Activity.

                              Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can administratively implement, the following provisions shall govern the sale of IAC Stock for contributions, loan repayments, distributions, loans, withdrawals, or any other sale of IAC Stock

21

related to a transaction that the Sponsor has directed the Trustee in writing to implement on a batch basis (“batch activity”).

                              (A) Open Market Sales. Sales of IAC Stock shall be made on the open market in accordance with the Trustee’s standard trading guidelines, as they may be amended from time to time, as necessary to honor batch activity. Such general rules shall not apply in the following circumstances:

                                        (1) If the Trustee is unable to sell the total number of shares required to be sold on such day as a result of market conditions; or

                                        (2) If the Trustee is prohibited by the SEC, the NYSE or principal exchange on which the IAC Stock is traded, or any other regulatory or judicial body from selling any or all of the shares required to be sold on such day.

In the event of the occurrence of a circumstance described in (1) or (2) above, the Trustee shall sell such shares as soon thereafter as administratively feasible, and shall determine the price of such sales to be the average sales price of all such shares sold, respectively. The Trustee may follow written directions from the Committee to deviate from the above sale procedures.

(xiii) Sales of IAC Stock for Participant-Initiated Exchanges (“Real Time” Trading)

                              Unless otherwise directed by the Sponsor in writing pursuant to directions that the Trustee can administratively implement, the following provisions shall govern sales of IAC Stock for Participant-initiated exchanges.

                              (A) Sales of IAC Stock. Sales of IAC Stock associated with individual Participant-initiated exchanges out of the IAC Stock Fund shall be made on the open market pursuant to order types selected by the Participant in accordance with the Trustee’s procedures for “Real Time Trading.” The Sponsor may instruct the Trustee to limit the order types available to Participants.

                                        (1) Automated Order Entry. IAC Stock trades associated with Participant-initiated exchanges shall be sent to market as soon as administratively feasible during regular trading hours via an electronic order entry system, unless such trade is treated as a block trade. Such electronic order entry system shall be deemed an Electronic Service for purposes of Section 14 of this Agreement.

               Limitations on Trades; Cancellation of Exchange Requests. Trades rejected under rules of the applicable securities exchange will not be executed. The Trustee will not submit orders (or will

22

cancel orders) for stock trades that violate the Trustee’s procedures for “Real Time Trading”. The Trustee shall not submit any trade order associated with a Participant-initiated exchange at any time when the IAC Stock Fund has been closed to such activity. Trades associated with Participant-initiated exchanges shall not be transacted at any time when the regular market is closed, or when the SEC, the NYSE or principal exchange on which the IAC Stock is traded, or any other regulatory or judicial body has prohibited sales of any or all of the shares requested by the Participant to be traded pursuant to the Participant-initiated exchange. An exchange requested by the Participant shall be rejected or cancelled, as the case may be, to the extent any accompanying trade is not submitted, not executed or cancelled. Participants will be entitled to exchange out fractional shares in the IAC Stock Fund only in connection with a request to exchange out the entire balance of their IAC Stock Fund holdings (or the entire balance in a particular source, as applicable). Fractional shares will be transacted at the price determined by the stock trade order selected by the Participant.

(xv) Use of an Affiliated Broker.

For all sales of IAC Stock on the open market, whether Participant-initiated or otherwise, the Committee hereby directs the Trustee to use FBSLLC to provide brokerage services. Subject to the provisions of this agreement, FBSLLC shall execute such trades directly or through any of its affiliates. The provision of brokerage services shall be subject to the following:

                                        (1) As consideration for such brokerage services, the Committee agrees that FBSLLC shall be entitled to remuneration under this direction provision in the amount of $0.029 commission on each share of IAC Stock. Any increase in such remuneration may be made only by written agreement between the Committee and Trustee.

                                        (2) Any successor organization of FBSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this direction provision. FBSLLC may assign its rights and obligations under this agreement to any affiliate, provided that the assignee is bound by the terms hereof, including the provisions concerning remuneration.

                                        (3) The Trustee and FBSLLC shall continue to rely on this direction provision until notified to the contrary. The Committee reserves the right to terminate this direction upon written notice to FBSLLC (or its successors or assigns) and the Trustee, in accordance with Section 11 of this Agreement.

                                        (4) The Plan Sponsor acknowledges that FBSLLC (and its successors and assigns) may rely upon this Trust Agreement in establishing an account in the name of the Trustee for the Plan or its Participants, and in allowing each Participant to

23

exercise limited trading authorization over such account, to the extent of his or her individual account balance in the IAC Stock Fund subject to Participant direction.

(xiv) Securities Law Reports.

The Administrator shall be responsible for filing all reports required under Federal or state securities laws with respect to the Trust’s ownership of IAC Stock, including, without limitation, any reports required under section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of any requirement to stop sales of IAC Stock pending the filing of any report. The Trustee shall provide to the Administrator such information on the Trust’s ownership of IAC Stock as the Administrator may reasonably request in order to comply with Federal or state securities laws.

(xv) Voting and Tender Offers.

Notwithstanding any other provision of this Agreement the provisions of this Section shall govern the voting and tendering of IAC Stock. The Sponsor shall pay for all printing, mailing, tabulation and other costs associated with the voting and tendering of IAC Stock. The Trustee, after consultation with the Sponsor, shall prepare the necessary documents associated with the voting and tendering of IAC Stock.

(A) Voting.

                                        (1) When the issuer of IAC Stock prepares for any annual or special meeting, the Sponsor shall notify the Trustee at least ten (10) days in advance of the intended record date and shall cause a copy of all proxy solicitation materials to be sent to the Trustee. If requested by the Trustee the Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of IAC Stock. Based on these materials, the Trustee shall prepare a voting instruction form and shall provide a copy of all proxy solicitation materials to be sent to each Participant with an interest in IAC Stock held in the Trust, together with the foregoing voting instruction form to be returned to the Trustee or its designee. The form shall show the number of full and fractional shares of IAC Stock credited to the Participant’s accounts.

                                        (2) Each Participant with an interest in the IAC Stock held in the Trust shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of IAC Stock credited to the Participant’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of IAC Stock shall be communicated in writing, or by such other means as agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any

24

officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such person in the ordinary course of the performance of the Trustee’s services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of IAC Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall vote shares of IAC Stock credited to a Participant’s account for which it has received no directions from the Participant in the same proportion on each issue as it votes those shares credited to Participants’ account for which it received voting direction from Participants.

(B) Tender Offers.

                                        (1) Upon commencement of a tender offer for any securities held in the Trust that are IAC Stock, the Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of IAC Stock. Based on these materials and after consultation with the Sponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the IAC Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of IAC Stock credited to the Participants account (both vested and unvested).

                                        (2) Each Participant with an interest in the IAC Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of IAC Stock credited to the Participant’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of IAC Stock shall be communicated in writing, or such other means as is agreed upon by the Trustee and the Sponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee’s services hereunder. The Trustee shall tender or not tender shares of IAC Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of IAC Stock credited to a Participant’s accounts for which it has received no directions from the Participant.

                                        (3) A Participant who has directed the Trustee to tender some or all of the shares of IAC Stock credited to the Participant’s accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal

25

deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

                                        (5) A direction by a Participant to the Trustee to tender shares of IAC Stock credited to the Participant’s accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. The Trustee shall credit to each account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of IAC Stock tendered from that account. Pending receipt of directions (through the Administrator) from the Participant or the Committee, as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the investment option described in Schedule “C”.

(xvi) General.

With respect to all shareholder rights other than the right to vote, the right to tender, and the right to withdraw shares previously tendered, in the case of IAC Stock, the Trustee shall follow the procedures set forth in subsection (A), above.

(xvii) Conversion.

All provisions in this Section 5(f) shall also apply to any securities received as a result of a conversion of Sponsor Stock.

(xviii) Nasdaq Subscriber Agreement.

The Sponsor represents that it has returned a properly executed “Nasdaq Subscriber Agreement” to the Trustee. The Nasdaq Subscriber Agreement is required by Nasdaq and allows Participants to receive information originating from Nasdaq on a “real-time” basis, through devices controlled by the Trustee or its affiliates.

(g) Participant Loans.

Loans shall be processed and administered in accordance with the terms of the Plan and the loan policy adopted from time to time by the Administrator, as set forth in the Plan Administration Manual. Except with regard to terminated Participants using loan coupons, the Administrator shall act as the Trustee’s agent with regard to Loans and as such shall (i) separately account for repayments of such loans and clearly identify such assets as Plan assets; and (ii) collect and remit all principal and interest payments to the Trustee. To the extent that the Participant is required to submit loan documentation to the Administrator for approval prior to the issuance of a loan, the Administrator, on behalf of the trust, shall

26

be responsible for (i) holding physical custody of and keeping safe the notes and other loan documents; and (ii) canceling and surrendering the notes and other loan documentation when a loan has been paid in full.

To facilitate recordkeeping, the Trustee may destroy the original of any proceeds check (including the promissory note) made in connection with a loan to a Participant under the Plan, provided that the Trustee or its agent first creates a duplicate by a photographic or optical scanning or other process yielding a reasonable facsimile of the proceeds check (including the promissory note) and the Participant’s signature thereon, which duplicate may be reduced or enlarged in size from the actual size of the original.

(h) BrokerageLink.

The Sponsor hereby directs the Trustee to use FBSLLC to purchase or sell individual securities for Participant BrokerageLink accounts (“Participant Accounts”) in accordance with investment directions provided by Participants. The Sponsor directs the Trustee to establish a Participant Account with FBSLLC in the name of the Trustee for each Participant electing to utilize the BrokerageLink option. Each so electing Participant shall be granted limited trading authority over the Participant Account established for such Participant, and FBSLLC shall accept and act upon instructions from such Participants to buy, sell, exchange, convert, tender, trade and otherwise acquire and dispose of securities in the Participant Accounts. The provision of BrokerageLink shall be subject to the following:

                    (i) Each Participant who elects to utilize the BrokerageLink option must complete a BrokerageLink Participant Acknowledgement Form which incorporates the provisions of the BrokerageLink Account Terms and Conditions. Upon acceptance by FBSLLC of the BrokerageLink Participant Acknowledgement Form, FBSLLC will establish a Participant Account for the Participant. Participant activity in the Participant Account will be governed by the BrokerageLink Participant Acknowledgement Form and the BrokerageLink Account Terms and Conditions. In the event that a provision of either the BrokerageLink Account Terms and Conditions or the BrokerageLink Participant Acknowledgement Form conflicts with the terms of this Agreement, the Plan or an applicable statute or regulation, the Agreement, the Plan or the applicable statute or regulation shall control.

                    (ii) Any successor organization of FBSLLC, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the terms of this authorization provision.

                    (iii) The Trustee and FBSLLC shall continue to rely on this direction provision until notified to the contrary. The Sponsor reserves the right to terminate this direction upon written notice to

27

the Trustee, in accordance with Section 11 of this Agreement. Such notice shall be deemed a direction to terminate BrokerageLink as an investment option.

                    (iv) The types of securities which may not be purchased under BrokerageLink are listed on Schedule “I”. Administrative procedures governing investment in and withdrawals from BrokerageLink Participant Accounts are attached hereto as Schedule “J”.

                    (v) With respect to exchanges from the SPO into the Participant Account, the Named Fiduciary hereby directs the Trustee to submit for processing all instructions for purchases into the BrokerageLink Core Account resulting from such exchange requests on the next Business Day.

                    (vi) A Participant has the authority to designate an agent to have limited trading authority over assets in the Participant Account established for such Participant. Such agent as the Participant may designate shall have the same authority to trade in and otherwise transact business in the Participant Account, in the same manner and to the same extent as the Participant is otherwise empowered to do hereunder, and FBSLLC shall act upon instructions from the agent as if the instructions had come from the Participant. Designation of an agent by the Participant is subject to acceptance by FBSLLC of a completed BrokerageLink Third Party Limited Trading Authorization Form, the terms of which shall govern the activity of the Participant and the authorized agent. In the event that a provision of the BrokerageLink Third Party Limited Trading Authorization Form conflicts with the terms of the BrokerageLink Participant Acknowledgement Form, the BrokerageLink Account Terms and Conditions, this Agreement, the Plan or an applicable statute or regulation, the terms of the BrokerageLink Participant Acknowledgement Form, the BrokerageLink Account Terms and Conditions, this Agreement, the Plan or the applicable statute or regulation shall control.

                    (vii) The Participant shall be solely responsible for receiving and responding to all trade confirmations, account statements, prospectuses, annual reports, proxies and other materials that would otherwise be distributed to the owner of the Participant Account. With respect to proxies for securities held in the Participant Account, FBSLLC shall send a copy of the meeting notice and all proxies and proxy solicitation materials, together with a voting direction form, to the Participant and the Participant shall have the authority to direct the exercise of all shareholder rights attributable to those securities. The Trustee shall not exercise such rights in the absence of direction from the Participant.

                    (viii) FBSLLC shall buy, sell, exchange, convert, tender, trade and otherwise acquire and dispose of securities in Participant Accounts, transfer funds to and from the BrokerageLink Core Account and the SPO Default Fund, collect any fees or other remuneration due FBSLLC or any of its affiliates, and make distributions directly to the Participant, in accordance with the administrative

28

procedures set forth in Schedule “J”. No prior notice to or consent from the Participant is required. In the event of a transfer of the Plan to another service provider, the directions of the Sponsor in transferring Plan assets shall control. Such transfers may be effected without notice to or consent from the Participant.

                    (ix) FBSLLC may accept from the Participant, changes to indicative data including, but not limited to, postal address, email address, and phone number associated with the Participant Account established for the Participant.

(i) Fidelity Retirement Plan Manager^®.

                    (i) This section is intended to authorize appointment of an investment manager as contemplated in Section 402(c)(3) of ERISA. The Sponsor may appoint an investment manager, and, pursuant to the agreement attached as Schedule “M”, the Sponsor has so appointed Strategic Advisers with respect to assets held in the individual Plan accounts of participants electing to participate in the Fidelity Retirement Plan Manager^® service. That appointment extends only to Managed Assets, as defined below.

                    (ii) Managed Assets shall be comprised of those assets held in or contributed to the individual plan accounts of eligible Participants (except for assets held in sponsor stock) from whom the Trustee or its agent has received In Good Order an election to participate in the Fidelity Retirement Plan Manager^® service, and whose participation has not been terminated in accordance with subparagraph (iv). All Participants (including terminated and retired Participants) and beneficiaries are eligible for Fidelity Retirement Plan Manager^®. In order to be eligible for the service, a Participant must have a Plan account balance equal to or greater than an amount as the Trustee and Strategic Advisers may determine in their sole discretion, after notice to the Sponsor. Participants who hold non-traditional investment options in their Plan account, such as self-directed brokerage assets, are ineligible for the service until such holdings are liquidated.

                    (iii) Purchases and sales of investment options initiated by the service shall be governed by the operating guidelines set out in Schedule “L”.

                    (iv) For so long as Fidelity Retirement Plan Manager^® is offered, Strategic Advisers’ authority with respect to Managed Assets shall begin when Fidelity has confirmed receipt of an election In Good Order from an eligible Participant who has elected to participate in the service (and in the case of plans or portions thereof transferring to Fidelity recordkeeping services, at the conclusion of the Participant Recordkeeping Reconciliation Period). Strategic Advisers’ authority with respect to

29

Managed Assets shall end with respect to a Participant when (A) the Participant terminates his or her election to participate in the Fidelity Retirement Plan Manager^® service; (B) Managed Assets are withdrawn (through loan, withdrawal or distribution) or otherwise transferred out of the Participant’s account for any reason (but only to the extent of such withdrawal or transfer); (C) the Participant’s account is transferred to another plan not offering the service; (D) Strategic Advisers receives notice from the Trustee or its agent of a Participant’s death, after the Trustee or its agent has been so notified; (E) Strategic Advisers notifies a Participant that the Participant is no longer eligible for the service, or that it will no longer provide the service to such Participant for any reason; (F) when the Plan’s Named Fiduciary directs Strategic Advisers to discontinue its service to any Participant (whether through termination of Strategic Advisers as investment manager with respect to the Fidelity Retirement Plan Manager^® service, or otherwise); or (G) when an affiliate of the Trustee ceases to provide recordkeeping services for the Plan. A Participant’s termination of his or her election to participate in the Service shall be effective immediately after the Trustee confirms receipt of such election, provided that if confirmation is received after market close and one or more exchange transactions initiated by Strategic Advisers are pending for processing in the nightly cycle for such date, such exchanges shall be processed as of the market close on such date.

                    (v) The Managed Assets shall be identified on the books and records of the Trust separately from all other assets held by the Trustee under this Agreement. Strategic Advisers shall have the duty and power to direct the Trustee and its affiliates as to the investment of Managed Assets among available investment options, in accordance with governing investment guidelines, but shall have no authority with respect to the exercise of shareholder rights such as voting, or other rights that arise out of the Trust’s ownership of certain securities, such as the right to participate in bankruptcy or other litigation. The Trustee shall follow the direction of Strategic Advisers or its agent regarding the investment and reinvestment of the Managed Assets. The Trustee shall have no authority or responsibility to review, question or countermand any instruction provided by Strategic Advisers to it, unless it has knowledge that by its action or failure to act, it will be participating in or undertaking to conceal a breach of fiduciary duty by Strategic Advisers.

                    (vi) The Trustee may execute such documents and powers of attorney as may be necessary to authorize Strategic Advisers or its agents, to exercise the investment management duties of Strategic Advisers.

30

                    (vii) It is acknowledged that the Strategic Advisers may appoint as its agent any entity, including FIIOC, that is also used by the Trustee in performing its duties hereunder without additional cost.

                    (viii) Neither the Trustee nor its affiliates performing recordkeeping and administrative services for the Plan shall have any obligation to provide any information concerning an electing Participant to Strategic Advisers (including, without limitation, any holdings of such Participant outside of the assets allocated to the Fidelity Retirement Plan Manager^® service), provided, however, that the Trustee and such affiliates shall be obligated to provide such data as will notify Strategic Advisers of an event terminating some or all of its management responsibilities for electing Participants.

(j) Collective Investment Funds Managed by the Trustee.

To the extent that the Committee selects as an investment option the Managed Income Portfolio II of the Group Trust, the Sponsor hereby (A) acknowledges that it has received from the Trustee a copy of the Group Trust, the Participation Agreement and the Declaration of Separate Fund for the Managed Income Portfolio II, and (B) adopts the terms of the Group Trust, the Participation Agreement and the Declaration of Separate Fund as part of this Agreement.

(k) Trustee Powers.

The Trustee shall have the following powers and authority:

                    (i) Subject to paragraphs (b) and (c) of this Section 5, to sell, exchange, convey, transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency, or propriety of any such sale or other disposition.

                    (ii) To cause any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees, or in the Trustee’s account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust.

                    (iii) To keep that portion of the Trust in cash or cash balances as the Committee or Administrator may, from time to time, deem to be in the best interest of the Trust.

                    (iv) To make, execute, acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted.

31

                    (v) To borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to process Plan transactions in a timely fashion; provided that the cost of such borrowing shall be allocated in a reasonable fashion to the investment fund(s) in need of liquidity. The Sponsor acknowledges that it has received the disclosure on the Trustee’s line of credit program and credit allocation policy and a copy of the text of Prohibited Transaction Class Exemption 2002-55 prior to executing this Agreement if applicable.

                    (vi) To settle, compromise, or submit to arbitration any claims, debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action, from the Trust if not paid by the Sponsor.

                    (vii) To employ legal, accounting, clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Sponsor.

                    (viii) To invest all or any part of the assets of the Trust in investment contracts and short term investments (including interest bearing accounts with the Trustee or money market mutual funds advised by affiliates of the Trustee) and in any collective investment trust or group trust, including any collective investment trust or group trust maintained by the Trustee, which then provides for the pooling of the assets of plans described in Section 401(a) and exempt from tax under Section 501(a) of the Code, or any comparable provisions of any future legislation that amends, supplements, or supersedes those sections, provided that such collective investment trust or group trust is exempt from tax under the Code or regulations or rulings issued by the Internal Revenue Service. The provisions of the document governing such collective investment trusts or group trusts, as it may be amended from time to time, shall govern any investment therein and are hereby made a part of this Trust Agreement.

                    (ix) To do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust.

Section 6. Recordkeeping and Administrative Services to Be Performed.

(a) General.

The Trustee shall perform those recordkeeping and administrative functions described in Schedule “A” attached hereto. These recordkeeping and administrative functions shall be performed within the framework of the Administrator’s written directions regarding the Plan’s provisions, guidelines and interpretations.

32

(b) Accounts.

The Trustee shall keep accurate accounts of all investments, receipts, disbursements, and other transactions hereunder, and shall report the value of the assets held in the Trust as of each Reporting Date. Within thirty (30) days following each Reporting Date or within sixty (60) days in the case of a Reporting Date caused by the resignation or removal of the Trustee, or the termination of this Agreement, the Trustee shall file with the Administrator a written account setting forth all investments, receipts, disbursements, and other transactions effected by the Trustee between the Reporting Date and the prior Reporting Date, and setting forth the value of the Trust as of the Reporting Date. Except as otherwise required under ERISA, upon the expiration of six (6) months from the date of filing such account, the Trustee shall have no liability or further accountability to the Administrator with respect to the propriety of its acts or transactions shown in such account (or any Participant-level report provided to a Participant), except with respect to such acts or transactions as to which a written objection shall have been filed with the Trustee within such six (6) month period; except to the extent that the Sponsor, Administrator or Committee cannot reasonably be expected to have discovered any failure, omission or error in such accounting after reviewing such account with reasonable care and diligence.

(c) Inspection and Audit.

Prior to the termination of this Agreement, all records generated by the Trustee in accordance with paragraphs (a) and (b), above, shall be open to inspection and audit by the Administrator or any persons designated by the Administrator, during the Trustee’s regular business hours. Upon the resignation or removal of the Trustee or the termination of this Agreement, the Trustee shall provide to the Sponsor, at no expense to the Sponsor, in the format regularly provided to the Sponsor, a statement of each Participant’s accounts as of the resignation, removal, or termination, and the Trustee shall provide to the Sponsor or the Plan’s new recordkeeper such further records as may be reasonably requested, at the Sponsor’s expense.

(d) Notice of Plan Amendment.

The Trustee’s provision of the recordkeeping and administrative services set forth in this Section 6 shall be conditioned on the Sponsor delivering to the Trustee a copy of any amendment to the Plan as soon as administratively feasible following the amendment’s adoption and on the Administrator providing the Trustee, on a timely basis, with all the information the Trustee deems necessary for it to perform the recordkeeping and administrative services set forth herein, and such other information as the Trustee may reasonably request.

33

(e) Returns, Reports and Information.

Except as set forth on Schedule “A”, the Administrator shall be responsible for the preparation and filing of all returns, reports, and information required of the Trust or Plan by law. The Trustee shall provide the Administrator with such information as the Administrator may reasonably request to make these filings. The Administrator shall also be responsible for making any disclosures to Participants required by law, except such disclosure as may be required under federal or state truth-in-lending laws with regard to Participant loans, which shall be provided by the Trustee or the Administrator, as applicable.

(f) Standard of Care.

Notwithstanding anything to the contrary in the Trust Agreement, the Trustee represents and warrants that at all times during the terms of this Trust Agreement, the Trustee will fulfill its obligations, including trustee and recordkeeping duties, in a manner consistent with the applicable fiduciary responsibility provisions of ERISA.

Section 7. Compensation and Expenses.

Sponsor shall pay to Trustee, within thirty (30) days of receipt of the Trustee’s bill, the fees for services in accordance with Schedule “B”. Fees for services are specifically outlined in Schedule “B” and are based on all of the assumptions identified therein. The Trustee shall maintain its fees for two (2) years; provided, however, in the event that the Plan characteristics referenced in the assumptions outlined in Schedule “B” change significantly by either falling below or exceeding current or projected levels, such fees shall be subject to revision. To reflect increased operating costs, Trustee may once each calendar year, but not prior to July 1, 2007, amend Schedule “B” with the Sponsor’s consent, which shall not be unreasonably withheld (taking into account the Sponsor’s fiduciary duties under ERISA to Participants) upon ninety (90) days prior notice to the Sponsor. Such increases in operating costs are shared by all sponsors of plans recordkept or trusteed by the Trustee.

All reasonable expenses of plan administration as shown on Schedule “B” attached hereto, as amended from time to time, shall be a charge against and paid from the appropriate Participants’ accounts, except to the extent such amounts are paid by the Sponsor in a timely manner.

All expenses of the Trustee relating directly to the acquisition and disposition of investments constituting part of the Trust, all taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon or in respect of the Trust or the income thereof, and any other reasonable expenses of Plan administration as determined and directed by the Administrator, shall be a charge against and paid from the appropriate Participants’ accounts.

34

Section 8. Directions and Indemnification.

(a) Identity of Administrator and Named Fiduciary.

The Trustee shall be fully protected in relying on the fact that the Named Fiduciary and the Administrator under the Plan are the individuals or entities named as such above or such other individuals or persons as the Sponsor may notify the Trustee in writing.

(b) Directions from Administrator.

Whenever the Administrator provides a direction to the Trustee, the Trustee shall not be liable for any loss or expense arising from the direction (i) if the direction is contained in a writing (or is oral and immediately confirmed in a writing) signed by any individual whose name and signature have been submitted (and not withdrawn) in writing to the Trustee by the Administrator in the form attached hereto as Schedule “D”, and (ii) if the Trustee reasonably believes the signature of the individual to be genuine, unless it is clear on the direction’s face that the actions to be taken under the direction would be prohibited by the fiduciary duty rules of Section 404(a) of ERISA or would be contrary to the terms of this Agreement. For purposes of this Section, such direction may also be made EDT or other electronic means in accordance with procedures agreed to by the Administrator and the Trustee; provided, however, that the Trustee shall be fully protected in relying on such direction as if it were a direction made in writing by the Administrator.

(c) Directions from Committee.

Whenever the Committee or Sponsor provides a direction to the Trustee, the Trustee shall not be liable for any loss or expense arising from the direction (i) if the direction is contained in a writing (or is oral and immediately confirmed in a writing) signed by any individual whose name and signature have been submitted (and not withdrawn) in writing to the Trustee by the Committee in the form attached hereto as Schedule “E” and (ii) if the Trustee reasonably believes the signature of the individual to be genuine, unless it is clear on the direction’s face that the actions to be taken under the direction would be prohibited by the fiduciary duty rules of Section 404(a) of ERISA or would be contrary to the terms of this Agreement. Such direction may also be made via EDT or other electronic means in accordance with procedures agreed to by the Committee and the Trustee; provided, however, that the Trustee shall be fully protected in relying on such direction as if it were a direction made in writing by the Committee.

35

(d) Co-Fiduciary Liability.

In any other case, the Trustee shall not be liable for any loss or expense arising from any act or omission of another fiduciary under the Plan except as provided in section 405(a) of ERISA.

(e) Indemnification.

The Sponsor and the Committee shall indemnify the Trustee against, and hold the Trustee harmless from, Losses, that may be incurred by, imposed upon, or asserted against the Trustee by reason of any claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plan or Trust, excepting only any and all Losses arising solely from the Trustee’s negligence, fraud, willful misconduct, bad faith, violation of ERISA or breach of this Agreement.

Anything hereinabove to the contrary notwithstanding, subject to the following paragraph, any obligation of the Sponsor to indemnify and hold harmless the Trustee against Losses shall be expressly conditioned on the Trustee giving prompt notice to the Sponsor of any such potential liability and the Trustee giving the Sponsor an opportunity to defend or settle the same by counsel selected by the Sponsor (with the consent of the Trustee). The Trustee shall promptly reimburse the Sponsor to the extent costs of the Trustee’s defense in any such lawsuit or claim where the court or other tribunal of competent jurisdiction hearing such lawsuit or claim determines that the Trustee materially breached this Agreement or committed an act or omission constituting negligence, bad faith, fraud or willful misconduct or a violation of ERISA. The Trustee shall have the right to retain its own counsel, in any such proceeding if it deems, in its reasonable judgment, its interests and the Sponsor’s to be sufficiently in conflict that they could not be represented by the same counsel.

The Trustee shall indemnify the Sponsor and the Committee against, and hold the Sponsor and the Committee harmless from, any and all Losses that may be incurred by, imposed upon, or asserted against the Sponsor by reason of any claim, regulatory proceeding, or litigation arising from Trustee’s negligence, fraud, willful misconduct, bad faith, a violation of ERISA or breach of this Agreement.

The Trustee shall also indemnify the Sponsor and the Committee against and hold the Sponsor harmless from any and all such Losses that may be incurred by, imposed upon, or asserted against the Sponsor solely as a result of i) any defects in the investment methodology embodied in the target asset allocation or model portfolio provided through Fidelity PortfolioPlanner^®, except to the extent that any such loss, damage, penalty, liability, cost or expense arises from information provided by the Participant, the Sponsor or third parties; or ii) any prohibited transactions resulting from the provision of Fidelity PortfolioPlanner^® by the Trustee.

36

In addition to any other indemnification provided to Trustee by Sponsor under this Agreement, Sponsor shall indemnify Trustee against, and hold Trustee harmless from, any and all Losses that may be incurred by, imposed upon, or asserted against Trustee by reason of any claim, regulatory proceeding, or litigation arising from Sponsor’s failure to provide, or delay in providing, information to Trustee necessary to effectuate the transfer of funds pursuant to the Auto-Debit service in Section 18(h) or any deficiency or lack of funds in any account from which Sponsor has directed Trustee to deduct payments under that section.

Anything hereinabove to the contrary notwithstanding, any obligation of the Trustee to indemnify and hold harmless the Sponsor or any member of the Committee against any Losses shall be expressly conditioned on the Sponsor or Committee giving prompt notice to the Trustee of any potential liability and the Sponsor or Committee giving the Trustee an opportunity to defend or settle the same by counsel selected by the Trustee (with the consent of the Sponsor or Committee). The Sponsor or Committee shall promptly reimburse the Trustee to the extent costs of the Sponsor or Committees’ defense in any such lawsuit or claim where the court or other tribunal of competent jurisdiction hearing such lawsuit or claim determines that the Sponsor or Committee materially breached this Agreement or committed an act or omission constituting negligence, bad faith, fraud or willful misconduct or a violation of ERISA. The Sponsor or Committee shall have the right to retain its own counsel at its expense in any such proceeding if it deems, in its reasonable judgment, its interests and the Trustee’s to be sufficiently in conflict that they could not be represented by the same counsel.

(f) Survival.

The provisions of this Section 8 shall survive the termination of this Agreement.

Section 9. Resignation or Removal of Trustee and Termination.

(a) Resignation and Removal.

The Trustee may resign at any time in accordance with the notice provisions set forth below. The Sponsor may remove the Trustee at any time in accordance with the notice provisions set forth below.

37

(b) Termination.

This Agreement may be terminated in full, or with respect to only a portion of the Plan (i.e., a “partial deconversion”) at any time by the Sponsor upon prior written notice to the Trustee in accordance with the notice provisions set forth below.

(c) Notice Period.

In the event either party desires to terminate this Agreement or any Services hereunder, the party shall provide at least sixty (60) days prior written notice of the termination date to the other party; provided, however, that the receiving party may agree, in writing, to a shorter notice period.

(d) Transition Assistance.

In the event of termination of this Agreement, if requested by Sponsor, the Trustee shall assist the Sponsor in developing a plan for the orderly transition of the Plan data, cash and assets then constituting the Trust and services provided by the Trustee hereunder to the Sponsor or its designee. The Trustee shall provide such assistance for a period not extending beyond sixty (60) days from the termination date of this Agreement. The Trustee shall provide to the Sponsor, or to any person designated by the Sponsor, at a mutually agreeable time, one file of the Plan data prepared and maintained by the Trustee in the ordinary course of business, in the Trustee’s format. The Trustee may provide other or additional transition assistance as mutually determined for additional fees, which shall be due and payable by the Sponsor prior to any termination of this Agreement.

(e) Failure to Appoint Successor.

If, by the termination date, the Sponsor has not notified the Trustee in writing as to the individual or entity to which the assets and cash are to be transferred and delivered, the Trustee may bring an appropriate action or proceeding for leave to deposit the assets and cash in a court of competent jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and expenses of the action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements.

38

Section 10. Successor Trustee.

(a) Appointment.

If the office of Trustee becomes vacant for any reason, the Sponsor may in writing appoint a successor trustee under this Agreement. The successor trustee shall have all of the rights, powers, privileges, obligations, duties, liabilities, and immunities granted to the Trustee under this Agreement. The successor trustee and predecessor trustee shall not be liable for the acts or omissions of the other with respect to the Trust.

(b) Acceptance.

As of the date the successor trustee accepts its appointment under this Agreement, title to and possession of the Trust assets shall immediately vest in the successor trustee without any further action on the part of the predecessor trustee, except as may be required to evidence such transition. The predecessor trustee shall execute all instruments and do all acts that may be reasonably necessary and requested in writing by the Sponsor or the successor trustee to vest title to all Trust assets in the successor trustee or to deliver all Trust assets to the successor trustee.

(c) Corporate Action.

Any successor to the Trustee or successor trustee, either through sale or transfer of the business or trust department of the Trustee or successor trustee, or through reorganization, consolidation, or merger, or any similar transaction of either the Trustee or successor trustee, shall, upon consummation of the transaction, become the successor trustee under this Agreement.

Section 11. Resignation, Removal, and Termination Notices.

All notices of resignation, removal, or termination under this Agreement must be in writing and mailed to the party to which the notice is being given by certified or registered mail, return receipt requested, to the Sponsor c/o Director, Benefits and HRIS Operations, and with copy to General Counsel, Expedia, Inc., 3150 139^th Avenue SE, Bellevue, Washington 98005, and to the Trustee c/o FESCo Business Compliance, Contracts Administration, 82 Devonshire Street, MM3H, Boston, Massachusetts 02109, or to such other addresses as the parties have notified each other of in the foregoing manner.

39

Section 12. Duration.

This Trust shall continue in effect without limit as to time, subject, however, to the provisions of this Agreement relating to amendment, modification, and termination thereof.

Section 13. Amendment or Modification.

This Agreement may be amended or modified at any time and from time to time only by an instrument executed by both the Sponsor and the Trustee. The individuals authorized to sign such instrument shall be those authorized by the Sponsor on Schedule “E.”

Section 14. Electronic Services.

               (a) The Trustee may provide communications and Electronic Services via electronic media, including, but not limited to NetBenefits, eWorkplace and Fidelity Plan Sponsor WebStation. The Sponsor agrees to use such Electronic Services only in the course of reasonable administration of or participation in the Plan and to keep confidential and not alter, publish, copy, broadcast, retransmit, reproduce, frame-in, link to, commercially exploit or otherwise redisseminate the Electronic Services, any content associated therewith, or any portion thereof (including, without limitation, any trademarks and service marks associated therewith), without the written consent of the Trustee. Notwithstanding the foregoing, the Trustee acknowledges that certain Electronic Services may, by their nature, be intended for non-commercial, personal use by Participants or their beneficiaries, with respect to their participation in the Plan, or for their other retirement or employee benefit planning purposes, and certain content may be intended or permitted to be modified by the Sponsor in connection with the administration of the Plan. In such cases, the Trustee will notify the Sponsor of such fact, and any requirements or guidelines associated with such usage or modification no later than the time of initial delivery of such Electronic Services. To the extent permission is granted to make Electronic Services available to administrative personnel designated by the Sponsor, it shall be the responsibility of the Sponsor to keep the Trustee informed as to which of the Sponsor personnel are authorized to have such access. Except to the extent otherwise specifically agreed by the parties, the Trustee reserves the right, upon notice when reasonably feasible, to modify or discontinue Electronic Services, or any portion thereof, at any time.

40

               (b) Without limiting the responsibilities of the Trustee or the rights of the Sponsor stated elsewhere in this Agreement, Electronic Services shall be provided to the Sponsor without acceptance of legal liability related to or arising out of the electronic nature of the delivery or provision of such Services. To the extent that any Electronic Services utilize Internet services to transport data or communications, the Trustee will take, and the Sponsor agrees to follow, reasonable security precautions. However, the Trustee disclaims any liability for interception of any such data or communications. The Trustee reserves the right not to accept data or communications transmitted electronically or via electronic media by the Sponsor or a third party if it determines that the method of delivery does not provide adequate data security, or if it is not administratively feasible for the Trustee to use the data security provided. The Trustee shall not be responsible for, and makes no warranties regarding access, speed or availability of Internet or network services, or any other service required for electronic communication, nor does the Trustee make any warranties, express or implied, and specifically disclaims all warranties of merchantability, fitness for a particular purpose, or non-infringement. The Trustee shall not be responsible for any loss or damage related to or resulting from any changes or modifications to the Electronic Services made in violation of this Agreement.

               (c) The Sponsor acknowledges that certain web sites through which the Electronic Services are accessed may be protected by passwords or require a login and the Sponsor agrees that neither the Sponsor nor, where applicable, Participants, will obtain or attempt to obtain unauthorized access to such Services or to any other protected materials or information, through any means not intentionally made available by the Trustee for the specific use of the Sponsor. To the extent that a personal identification number (PIN) is necessary for access to the Electronic Services, the Sponsor and/or its Participants, as the case may be, are solely responsible for all activities that occur in connection with such PINs.

               (d) The Trustee will provide to Participants the FullView^SM service via NetBenefits, through which Participants may elect to consolidate and manage any retirement account information available through NetBenefits as well as External Account Information. To the extent not provided by the Trustee or its affiliates, the data aggregation service will be provided by Yodlee.com, Inc. or such other independent provider as the Trustee may select, pursuant to a contract that requires the provider to take appropriate steps to protect the privacy and confidentiality of information furnished by users of the service. The Sponsor acknowledges that Participants who elect to use FullView^SM must provide passwords and PINs to the provider of data aggregation services. The Trustee will use External Account Information to furnish and support FullView^SM or other services provided pursuant to this Agreement, and as otherwise directed by the Participant. The Trustee will not furnish External Account Information to any third party, except pursuant to subpoena or other applicable law. The Sponsor agrees that the information accumulated through FullView^SM shall not be made available to the Sponsor, provided,

41

however, that the Trustee shall provide to the Sponsor, upon request, aggregate usage data that contains no personally identifiable information.

Section 15. Assignment.

This Agreement, and any of its rights and obligations hereunder, may not be assigned by any party without the prior written consent of the other party(ies), and such consent may be withheld in any party’s sole discretion. Notwithstanding the foregoing, Trustee may assign this Agreement in whole or in part, and any of its rights and obligations hereunder, to a subsidiary or affiliate of Trustee without consent of the Sponsor. All provisions in this Agreement shall extend to and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 16. Force Majeure.

No party shall be deemed in default of this Agreement to the extent that any delay or failure in performance of its obligation(s) results, without its fault or negligence, from any cause beyond its reasonable control, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, power outages or strikes. This clause shall not excuse any of the parties to the Agreement from any liability which results from failure to have in place reasonable disaster recovery and safeguarding plans adequate for protection of all data each of the parties to the Agreement are responsible for maintaining for the Plan.

Section 17. Confidentiality.

Both parties to this Agreement recognize that in the course of implementing and providing the services described herein, each party may disclose to the other Confidential Information. All such Confidential Information, individually and collectively, and other proprietary information disclosed by either party shall remain the sole property of the party disclosing the same, and the receiving party shall have no interest or rights with respect thereto if so designated by the disclosing party to the receiving party. Each party agrees to maintain all such Confidential Information in trust and confidence to the same extent that it protects its own proprietary information, and not to disclose such Confidential Information to any third party without the written consent of the other party. Each party further agrees to take all reasonable

42

precautions to prevent any unauthorized disclosure of Confidential Information. In addition, each party agrees not to disclose or make public to anyone, in any manner, the terms of this Agreement, except as required by law, without the prior written consent of the other party.

Section 18. General.

(a) Performance by Trustee, its Agents or Affiliates.

The Sponsor acknowledges and authorizes that the services to be provided under this Agreement shall be provided by the Trustee, its agents or affiliates, including but not limited to FIIOC, FBSLLC, or the successor to any of them, and that certain of such services may be provided pursuant to one or more separate contractual agreements or relationships.

(b) Entire Agreement.

This Agreement together with the schedules attached hereto, which are hereby incorporated by reference herein, contains all of the terms agreed upon between the parties with respect to the subject matter hereof.

(c) Waiver.

No waiver by either party of any failure or refusal to comply with an obligation hereunder shall be deemed a waiver of any other obligation hereunder or any subsequent failure or refusal to comply with any other obligation hereunder.

(d) Successors and Assigns.

The stipulations in this Agreement shall inure to the benefit of, and shall bind, the successors and assigns of the respective parties.

(e) Partial Invalidity.

If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

43

(f) Section Headings.

The headings of the various sections and subsections of this Agreement have been inserted only for the purposes of convenience and are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

(g) Communications.

For any Participant communications which are prepared solely by the Sponsor, the Sponsor represents that such communications will include all necessary information required by the regulations under ERISA §404(c). The Trustee shall request and the Sponsor shall provide all information regarding the content of the communications necessary to allow the Trustee to meet its obligations under this Agreement. The Trustee shall have no liability for any loss resulting from the Sponsor’s failure to communicate in a manner that would afford the fiduciaries protection under the ERISA §404(c) regulations.

For any Participant communications which are furnished solely by the Sponsor, whether prepared by the Sponsor or the Trustee, the Sponsor represents that such communications will be furnished to all Participants and beneficiaries in a manner that is consistent with ERISA including, but not limited to, any applicable provisions added by the Sarbanes-Oxley Act or otherwise required by law to afford fiduciaries protection under the ERISA §404(c) regulations. For any Participant communications which are furnished in part by the Sponsor, whether prepared by the Sponsor or the Trustee, the Sponsor represents that such communications will be furnished to all designated Participants and beneficiaries in a manner that is consistent with ERISA including, but not limited to, any applicable provisions added by the Sarbanes-Oxley Act or otherwise required by law to afford fiduciaries protection under the ERISA §404(c) regulations. Communications may be furnished electronically as long as such delivery is consistent with ERISA regulations regarding electronic transmission (§ 2501.104b-1) and any future applicable guidance. The Trustee and its affiliates shall have no liability for any Losses resulting from failure of the Sponsor to furnish any communications in a manner consistent with ERISA, the Sarbanes-Oxley Act or other applicable law.

The Sponsor shall indemnify the Trustee against, and hold the Trustee harmless from, Losses that may be incurred by, imposed upon, or asserted against the Trustee by reason of any claim, regulatory proceeding, or litigation arising from the content and furnishing of materials prepared solely by the Sponsor, or the lack thereof, or arising from the furnishing of materials by the Sponsor, or the lack thereof.

44

(h) Auto-Debit.

Notwithstanding anything herein to the contrary, Sponsor hereby directs Trustee to request and receive payments in connection with contributions, loan repayments, and other payments made to the Plan through the ACH via an electronic funds transfer from Sponsor’s bank account as the Sponsor shall direct Trustee in writing. Sponsor agrees that it shall be solely responsible for assuring that Trustee is in receipt of the information necessary to effectuate the transfer of funds pursuant to this paragraph and that the bank account described under this paragraph or any subsequent directions to the Trustee contains sufficient funds to satisfy Trustee’s ACH request. Funds received via an electronic funds transfer will be credited to Participant’s accounts the day they are received by Trustee, if received prior to the close of the NYSE’s business day.

Section 19. Data Protection.

In order to fulfill its obligations under this Agreement, the Trustee may receive personal data, including but not limited to, compensation, benefits, tax, marital/family status and other similar information, about Participants (“Personal Data”). With respect to Personal Data it receives, the Trustee agrees to (i) safeguard Personal Data in accordance with its privacy policy, and (ii) exercise the same standard of care in safeguarding such Personal Data that it uses to protect the personal data of its own employees. Notwithstanding the foregoing, the Sponsor may monitor the Trustee’s interactions with Participants for the purpose of evaluating Trustee’s services.

The Sponsor hereby authorizes the Trustee to provide the Sponsor’s employees with information about comprehensive financial planning services, including but not limited to savings accumulation, financial planning and services, guidance and retirement income management (portions of which may be provided by FBSLLC or another affiliate of Trustee). Such programs may include print communication material, email, employee workshops and/or outbound informational phone calls.

The Sponsor acknowledges that as part of this program, employees may provide consent to release their individual Plan data to the Trustee or its affiliates and may also consent to additional Fidelity services.

45

Section 20. Governing Law.

(a) Massachusetts Law Controls.

Except as provided to the contrary hereunder, this Agreement is being made in the Commonwealth of Massachusetts, and the Trust shall be administered as a Massachusetts trust, and the validity, construction, effect, and administration of this Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, except to the extent those laws are superseded under section 514 of ERISA.

(b) Trust Agreement Controls.

The Trustee is not a party to the Plan, and in the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of this Agreement shall control.

Section 21. Plan Qualification.

The Plan is intended to be qualified under section 401(a) of the Code and the Trust established hereunder is intended to be tax-exempt under section 501(a) of the Code. The Sponsor represents that to the extent Participants are able to instruct the investment of their account, the Plan is intended to constitute a plan described in section 404(c) of ERISA and Title 29 of the Code of Federal Regulations Section 2550.404c-1. A confirmation of the Plan’s current qualified status is attached hereto as Schedule “F,” and the Sponsor shall provide proof of the Plan’s continued qualification upon request by the Trustee. The Sponsor has the sole responsibility for ensuring the Plan’s qualified status and full compliance with the applicable requirements of ERISA. The Sponsor hereby certifies that it has furnished to the Trustee a complete copy of the Plan and all amendments thereto in effect as of the date of this Agreement. The Trustee acknowledges that the Plan is intended to be subject to Section 404(c) of ERISA. Notwithstanding any provision in this paragraph to the contrary, if the Trustee receives any investment direction that appears to the Trustee to be incomplete or unclear, the Trustee shall not be required to act on such instructions, except that the Trustee shall invest the applicable funds in the investment fund specified by the Committee on Schedule “C”.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

46

EXPEDIA, INC.
By:
Name:
Title:
Date:
FIDELITY MANAGEMENT TRUST COMPANY
By:
	FMTC Authorized Signatory
Name:
Date:

47

SCHEDULES

SCHEDULE “A” — Administrative Services

Administration

*	Establishment and maintenance of Participant account and election percentages.
*	Maintenance of the Plan investment options set forth on Schedule “C.”
*	Maintenance of the money classifications set forth in the Plan Administration Manual.
*	The Trustee will provide the recordkeeping and administrative services set forth on this Schedule “A” or as otherwise agreed to in writing (or by means of a secure electronic medium) between Sponsor and Trustee. The Trustee may unilaterally add or enhance services, provided there is no impact on the fees set forth in Schedule “B.”

A) Participant Services

1.	Participant service representatives are available each business day from 8:30 a.m. ET — 8:00 p.m. in the Participant’s time zone in the continental United States to provide toll free telephone service for Participant inquiries and transactions.
2.	Through the automated voice response system and on-line account access via the world wide web, Participants also have virtually 24 hour account inquiry and transaction capabilities.
3.	For security purposes, all calls are recorded. In addition, several levels of security are available including the verification of a PIN or such other personal identifier as may be agreed to from time to time by the Sponsor and the Trustee.
4.	The following services are available via the telephone or such other electronic means as may be agreed upon from time to time by the Sponsor and the Trustee:

• Enroll new Participants. Confirmation of enrollment will be provided on-line or if requested, by mail (generally within five (5) calendar days of the request).

• Provide Plan investment option information.

• Provide and maintain information and explanations about Plan provisions.

• Respond to requests for literature.

• Allow Participants to change their deferral and after-tax percentages and establish/change catch-up contributions, if applicable. Provide updates via EDT for the Sponsor to apply to its payrolls accordingly.

• Maintain and process changes to Participants’ contribution allocations for all money sources.

• Process exchanges (transfers) between investment options on a daily basis.

48

• Process in-service withdrawals, hardship withdrawals, and full distributions as directed by the Sponsor, in accordance with the procedures set forth in the Plan Administration Manual.

• Consult with Participants on various loan scenarios and process loan requests (including loans for the purchase of a primary residence, if applicable) as directed by the Sponsor, in accordance with procedures set forth in the Plan Administration Manual.

B) Plan Accounting

1.	Process consolidated payroll contributions according to the Sponsor’s payroll frequency via EDT, consolidated magnetic tape or diskette. The data format will be provided by Trustee.
2.	Maintain and update employee data necessary to support Plan administration. The data will be submitted according to payroll frequency.
3.	Provide daily Plan and Participant level accounting for all Plan investment options.
4.	Provide daily Plan and Participant level accounting for all money classifications for the Plan.
5.	Audit and reconcile the Plan and Participant accounts daily.
6.	Reconcile and process Participant withdrawal requests and distributions as approved and directed by the Sponsor. All requests are paid based on the current market values of Participants’ accounts, not advanced or estimated values. A distribution report will accompany each check.
7.	Track individual Participant loans; process loan withdrawals; re-invest loan repayments; and prepare and deliver comprehensive reports to the Sponsor to assist in the administration of Participant loans.
8.	Maintain and process changes to Participants’ deferral percentage and prospective and existing investment mix elections.

C) Participant Reporting

1.	Provide confirmation to Participants of all Participant initiated transactions either online or via the mail. Online confirms are generated upon submission of a transaction and mail confirms are available by mail within three to five calendar days of the transaction.
2.	Provide Participants with opportunity to generate electronic statements via NetBenefits for activity for the requested time period. Upon Participant request, Fidelity will provide paper statements to the Participant via first class mail.
3.	Provide Participants with required Code Section 402(f) notification for distributions from the Plan. This notice advises Participants of the tax consequences of their Plan distributions.

49

4. Provide Participants with required Code Section 411(a)(11) notification for distributions from the Plan. This notice advises Participants of the normal and optional forms of payment of their Plan distributions.

D) Plan Reporting

1. Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last business day of the month. The report will be delivered not later than twenty (20) calendar days after the end of each month in the absence of unusual circumstances.

E) Government Reporting

1. Process year-end tax reports for Participants — Forms 1099-R, as well as financial reporting to assist in the preparation of Form 5500.

F) Communication & Education Services

1.

Design, produce and distribute a customized comprehensive communications program for employees. The program may include multimedia informational materials, investment education and planning materials, access to Fidelity’s homepage on the internet and STAGES magazine. Additional fees for such services may apply as mutually agreed upon between Sponsor and Trustee.

2.

Provide Fidelity PortfolioPlanner® an internet-based educational service for Participants that generates target asset allocations and model portfolios customized to investment options in the Plan based upon methodology provided by Strategic Advisers, Inc., an affiliate of the Trustee. The Sponsor acknowledges that it has received the ADV Part II for Strategic Advisers, Inc. more than 48 hours prior to executing the Trust agreement.

G) Other

1.	Non-Discrimination Testing: Perform non-discrimination limitation testing upon request. In order to obtain this service, the client shall be required to provide the information identified in the Fidelity Discrimination Testing Package Guidelines. Any fees and restrictions associated with this testing service shall be addressed in such guidelines.
2.	Plan Sponsor Webstation: The Fidelity Participant Recordkeeping System is available on-line to the Sponsor via the Plan Sponsor Webstation. PSW is a graphical, Windows-based application that provides current plan and Participant-level information, including indicative data, account balances, activity and history. The Sponsor agrees that PSW access will not be granted to third parties without the prior consent of the Trustee.
3.	Change of Address by Telephone: The Trustee shall allow terminated and retired Participants to make address changes via Fidelity’s toll-free telephone service.
4.	Roll-In Processing. The Trustee shall process the qualification of rollover contributions to the Trust. The procedures for qualifying a rollover are directed by the Sponsor and the Trustee shall accept or deny each rollover based upon the Plan’s written criteria and any written guidelines provided by the Sponsor and documented in the Plan Administration Manual.

50

	Requests that do not meet the specified criteria will be returned to the Participant with further explanation as to why the request cannot be processed. If the Sponsor or the Trustee determine that a request is not a valid rollover, the full amount of the requested rollover will be distributed to the Participant.
5.	Minimum Required Distributions: Monitor and process minimum required distribution (“MRD”) amounts as follows: the Trustee shall notify the MRD Participant and, upon notification from the MRD Participant, shall use the MRD Participant’s information to process their distribution. If the MRD Participant has terminated employment and does not respond to the Trustee’s notification, the Sponsor hereby directs the Trustee to automatically begin the required distribution for the MRD Participant. In the case of any other MRD Participant who does not respond to the Trustee’s notification, the Trustee shall not proceed with the distribution.
6	Qualified Domestic Relations Order Processing: The Trustee will provide Qualified Domestic Relations Order support by supplying interested parties with plan and benefit information, suspending payments upon notification that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator.

EXPEDIA, INC.		FIDELITY MANAGEMENT TRUST COMPANY
By:		By:
	Date		FMTC Authorized Signatory                    Date

51

SCHEDULE “B” — Fee Schedule

Annual Participant Fee:	$3.00 per Participant*, billed and payable quarterly.
Loan Fee:	Establishment fee of $100.00 per loan account; annual fee of $15.00 per loan account.
Minimum Required Distribution:	$25.00 per Participant per MRD Withdrawal.
In-Service Withdrawals:	$20.00 per withdrawal.
Return of Excess Contribution Fee:	$25.00 per Participant, one-time charge per calculation and check generation.
Non-Discrimination Testing:	$3,200 fee annually.
Non-Fidelity Mutual Funds:	Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at http://psw.fidelity.com or a successor site.
Self Directed Brokerage:	Fidelity BrokerageLink Plan Related Account Fee:
	Annual Account Fee of $100 per account within each plan per year. To be calculated and deducted quarterly from the SPO if sufficient funds are available in the SPO. If there are insufficient funds in the SPO, fees shall be deducted from the BrokerageLink Core Account. Fidelity BrokerageLink Plan account minimum initial investment is $2,500; subsequent transfer minimum is $1,000. Brokerage fees and commissions for individual trades will be charged in accordance with a separate commission schedule.
Signature Ready 5500:	The fee is $1,000 per 5500 if all required information is submitted within 51/2 months following the Plan’s year-end. If all required

52

	information is not received until after 51/2 months following the Plan’s year-end, there will be an additional $1,000 late processing charge per Plan affected. Any revisions requested by the Plan Sponsor after Fidelity has initially prepared and submitted the Form 5500 to the Plan Sponsor will be processed at a rate of $100 per hour.
DRO Qualification:	The “standard” Order review fees are as follows: $300 for the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “standard” DRO is an order that references one defined contribution plan only. The fees for “complex” Orders are as follows: $900 for the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,800 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “complex” Order is an Order that references a defined benefit plan or multiple plans (defined benefit and/or defined contribution, in any combination). Any revisions to these fees will be reflected in an updated Service Authorization Agreement for the DRO qualification service which will be provided by the Trustee to the Sponsor for execution.
Fidelity Retirement Plan Manager:	The fees for Fidelity Retirement Plan Manager® are set forth in the Investment Management Agreement set forth as Schedule “P” hereto.
	Unless paid by the Sponsor or deducted from the Plan pursuant to alternative, valid direction from the Plan’s Named Fiduciary, the quarterly fees for Fidelity Retirement Plan Manager® applicable to each Participant will be calculated, based on a Participant’s daily balances for all days not previously billed, generally on the 25th day (or next available Business Day) of the final month of the Participant statement cycle quarter. The Trustee shall redeem investments in the amount of such fee pro rata from the investment options in the electing Participant’s Plan account

53

on the Business Day following the fee calculation. This amount will be noted on the Participant’s statement. In the event a Participant’s participation in the service is terminated before the end of a quarter, the fee will be prorated based on the number of days the account was managed during the quarter. Failure to deduct fees shall not constitute a fee waiver.

•

Other Fees: separate charges may apply for extraordinary expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. The Administrator may withdraw reasonable administrative fees from the Trust by written direction to Fidelity.

*

This fee will be imposed pro rata for each calendar quarter, or any part thereof, that it remains necessary to keep a Participant’s account(s) as part of the Plan’s records, e.g., vested, deferred, forfeiture, top-heavy and terminated Participants who must remain on file through calendar year-end for 1099-R reporting purposes.

Stock Administration Fee:

To the extent that assets are invested in Sponsor Stock, 0.15% (15 basis points) of such assets in the Trust payable pro rata quarterly on the basis of such assets as of the calendar quarter’s last valuation date, but no less than $20,000 nor more than $50,000 per year.

To the extent that assets are invested in IAC Stock, 0.10% (10 basis points) of such assets in the Trust payable pro rata quarterly on the basis of such assets as of the calendar quarter’s last valuation date, but no less than $10,000 nor more than $35,000 per year.

Note: These fees have been negotiated and accepted based on the following Plan characteristics: current plan assets of $ 57 million, current participation of 4400 Participants, current stock assets of $ 1 million, total Fidelity actively managed Mutual Fund assets of $ 45.7 million, total Fidelity non-actively managed Mutual Fund assets of $ 5 million, and total Non-Fidelity Mutual Fund assets of $ 5.3 million. Fees will be subject to revision if these Plan characteristics change significantly by either falling below or exceeding current or projected levels. Fees also have been based on the use of up to 28 investment options, and such fees will be subject to revision if additional investment options are added

54

EXPEDIA, INC.		FIDELITY MANAGEMENT TRUST COMPANY
By:		By:
	Date		FMTC Authorized Signatory                    Date

55

SCHEDULE “C” — Investment Options

     In accordance with Section 5(b), the Committee hereby directs the Trustee that Participants’ individual accounts may be invested in the following investment options:

• Fidelity Contrafund^®

• Fidelity Equity-Income Fund

• Fidelity Investment Grade Bond Fund

• Fidelity Blue Chip Growth Fund

• Fidelity Low-Priced Stock Fund

• Fidelity Diversified International Fund

• Fidelity Dividend Growth Fund

• Fidelity Mid-Cap Stock Fund

• Fidelity Freedom Income Fund^®

• Fidelity Freedom 2000 Fund^®

• Fidelity Freedom 2005 Fund^®

• Fidelity Freedom 2010 Fund^®

• Fidelity Freedom 2015 Fund^®

• Fidelity Freedom 2020 Fund^®

• Fidelity Freedom 2025 Fund^®

• Fidelity Freedom 2030 Fund^®

• Fidelity Freedom 2035 Fund^®

• Fidelity Freedom 2040 Fund^®

• Spartan^® U.S. Equity Index Fund

• Managed Income Portfolio II

• BrokerageLink

• Morgan Stanley Institutional Fund, Inc. Small Company Growth Portfolio — Class B

• Lord Abbett Developing Growth Fund, Inc. — Class A

• Royce Low-Priced Stock Fund — Investment Class

• Dodge & Cox International Stock Fund

• Goldman Sachs Small Cap Value Fund — Institutional Class

• IAC Stock Fund (frozen to incoming contributions and exchanges in )

• Expedia, Inc. Stock Fund

56

     The Committee hereby directs that the investment option referred to in Section 5(c) , Section 5(e)(vi)(B)(5) and Section 5(f)(vi)(B)(5) shall be the Fidelity Freedom Income Fund.

EXPEDIA, INC.
By:
	Date

57

SCHEDULE “D” — Authorized Signers (Administrator)

[Sponsor’s Letterhead]

[Date]

Ms. Joann E. Flaminio
FESCo Business Compliance
Contracts Administration
82 Devonshire Street, MM3H
Boston, MA 02109

Expedia Retirement Savings Plan

*** NOTE: This schedule should contain names and signatures for ALL individuals who will be providing directions to Fidelity representatives in connection with the Plan.

Fidelity representatives will be unable to accept directions from any individual whose name does not appear on this schedule.***

Dear Ms. Flaminio:

     This letter is sent to you in accordance with Section 8(b) of the Trust Agreement, dated as of July 1, 2005, between Expedia, Inc. and Fidelity Management Trust Company. [I or We] hereby designate [name of individual], [name of individual], and [name of individual], as the individuals who may provide directions on behalf of the Administrator upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such.

     You may rely upon each designation and certification set forth in this letter until [I or we] deliver to you written notice of the termination of authority of a designated individual.

Very truly yours,

EXPEDIA, INC.
 

By:  

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

58

SCHEDULE “E” — Authorized Signers (Named Fiduciary)

[Sponsor’s Letterhead]

[Date]

Ms. Joann E. Flaminio
FESCo Business Compliance
Contracts Administration
82 Devonshire Street, MM3H
Boston, MA 02109

Expedia Retirement Savings Plan

*** NOTE: This schedule should contain names and signatures for ALL individuals who will be providing directions to Fidelity representatives in connection with the Plan.

Fidelity representatives will be unable to accept directions from any individual whose name does not appear on this schedule.***

Dear Ms. Flaminio:

     This letter is sent to you in accordance with Section 8(c) of the Trust Agreement, dated as of July 1, 2005, between Expedia, Inc. and Fidelity Management Trust Company. [I or We] hereby designate [name of individual], [name of individual], and [name of individual], as the individuals who may provide directions on behalf of the Named Fiduciary upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such.

     You may rely upon each designation and certification set forth in this letter until [I or we] deliver to you written notice of the termination of authority of a designated individual.

Very truly yours,

EXPEDIA, INC.
 

By:  

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

[signature of designated individual]
[name of designated individual]

59

SCHEDULE “F” — Statement of Qualified Status

[Law Firm Letterhead]

**Note: This Schedule is not necessary if the Plan’s IRS determination letter is not more than two (2) years old.

Ms. Joann E. Flaminio
FESCo Business Compliance
Contracts Administration
82 Devonshire Street, MM3H
Boston, MA 02109

Expedia Retirement Savings Plan

Dear Ms. Flaminio:

     In accordance with your request, this letter sets forth our opinion with respect to the qualified status under section 401(a) of the Internal Revenue Code of 1986 (including amendments made by the Employee Retirement Income Security Act of 1974) (the “Code”), of the [name of plan], as amended to the date of this letter (the “Plan”).

     The material facts regarding the Plan as we understand them are as follows. The most recent favorable determination letter as to the Plan’s qualified status under section 401(a) of the Code was issued by the [location of Key District] District Director of the Internal Revenue Service and was dated [date] (copy enclosed). The version of the Plan submitted by [name of company] (the “Company”) for the District Director’s review in connection with this determination letter did not contain amendments made effective as of [date]. These amendments, among other matters, [brief description of amendments]. [Subsequent amendments were made on [date] to amend the provisions dealing with [brief description of amendments].]

     The Company has informed us that it intends to submit the Plan to the [location of Key District] District Director of the Internal Revenue Service and to request from him a favorable determination letter as to the Plan’s qualified status under section 401(a) of the Code. The Company may have to make some modifications to the Plan at the request of the Internal Revenue Service in order to obtain this favorable determination letter, but we do not expect any of these modifications to be material. The Company has informed us that it will make these modifications.

     Based on the foregoing statements of the Company and our review of the provisions of the Plan, it is our opinion that the Internal Revenue Service will issue a favorable determination letter as to the qualified status of the Plan, as modified at the request of the Internal Revenue Service, under section 401(a) of the Code, subject to the customary condition that continued qualification of the Plan, as modified, will depend on its effect in operation.

     [Furthermore, in that the assets are in part invested in common stock issued by the Company or an affiliate, it is our opinion that the Plan is an “eligible individual account plan” (as defined under Section 407(d)(3) of ERISA) and that the shares of common stock of the Company held and to be purchased under the Plan are “qualifying employer securities” (as defined under Section 407(d)(5) of ERISA). Finally, it is our opinion that interests in the Plan are not required to be registered under the Securities Act of 1933, as amended, or, if such registration is required, that such interests are effectively registered under said Act.]

60

Sincerely, [name of law firm]
By:	[signature]
	[name of partner]

61

SCHEDULE “G” — Exchange Guidelines

The following exchange guidelines are currently employed by FIIOC.

Participants may initiate exchanges, via a Fidelity Participant service representative, from 8:30 a.m. (ET) to 8:00 p.m. in the Participant’s time zone in the continental United States on each Business Day.

Participants may initiate exchanges subject to the rules listed below for the Sponsor and the IAC Stock Funds, subject to the rules listed below for BrokerageLink, via VRS and the internet (NetBenefits^SM) virtually 24 hours a day.

Fidelity Retirement Plan Manager

A Participant may only elect to participate in Fidelity Retirement Plan Manager^® following a telephone conversation with a Fidelity service representative. After the conclusion of any Participant Recordkeeping Reconciliation Period, exchanges shall be made at the NAV next calculated after a Participant has provided In Good Order all information necessary for the service to determine an appropriate target asset mix and model portfolio, and the receipt of his or her election to participate in the service has been confirmed by a Fidelity service representative. A Participant may elect to terminate participation in Fidelity Retirement Plan Manager^® via telephone conversation with a Fidelity service representative, and such termination shall be effective immediately when Fidelity confirms receipt of such instruction, provided that if any exchange transactions are pending at the time the Participant elects to terminate the service, the pending transactions shall be processed at the market close on such date unless the Participant requests cancellation of such transactions. In the absence of such pending transactions, a Participant may request exchanges immediately, and such transactions shall be implemented in accordance with the guidelines set out herein for such investment option. For so long as a Participant participates in the Fidelity Retirement Plan Manager^® service, he or she may not make exchanges in his or her account (except for assets held in sponsor stock).

FIIOC reserves the right to change these exchange guidelines at its discretion.

Exchanges shall be subject to Plan rules, and the Exchange Guidelines provided below shall apply to sources and funds to the extent eligible for Participant-directed purchases and/or sales.

Note: The NYSE’s normal closing time is 4:00 p.m. (ET); in the event the NYSE closes before such time or alters its closing time, all references below to 4:00 p.m. (ET) shall mean the actual or altered closing time of the NYSE.

62

General Rule for Plan Investment Options

Exchanges Between Plan Investment Options

Except as otherwise described below, exchanges between Plan investment options are processed on a daily cycle, market conditions permitting. Participants may contact Fidelity on any day to initiate an exchange between the Plan’s investment options. If the request is confirmed before the close of the market (generally 4:00 p.m. (ET)), on a Business Day, it will receive that day’s trade date. Requests confirmed after the close of the market on a Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis.

Exceptions or Other Restrictions

Sponsor Stock:

	The following rules apply to any Participant-initiated exchange unless the Sponsor has directed the Trustee in writing to treat such exchanges as batch activity.
•	Exchanges from Other Investment Options into Sponsor Stock
	Exchanges from a Plan investment option into Sponsor Stock will be processed after execution of the buy trade, at the next calculated NAV of the Plan investment option.
	Sponsor Stock will be reflected in the Participant’s individual account in the Plan on the Business Day following execution of the trade.
•	Exchanges from Sponsor Stock into Other Plan Investment Options
	Exchanges out of Sponsor Stock will be processed after execution of the sell trade. Except as otherwise provided in this Schedule, the subsequent exchange into the other Plan investment option will be processed upon settlement day of the sell trade, at the last calculated NAV for such date.
	Shares of the other Plan investment option will be reflected in the Participant’s account on the following Business Day.
•	Additional Real Time Trading Restrictions
	All exchange requests involving Sponsor Stock must be made in shares of stock, even if the Plan allows for percentage and dollar amount exchanges. If a Participant wishes to exchange out his or her entire balance in Sponsor Stock (or, if applicable, his or her entire balance in Sponsor Stock in a single source), the associated trade must be placed in whole shares, and fractional shares will be processed at the price determined by the Participant-directed trade. Exchange requests accompanied by certain order types may not be accepted outside of normal trading

63

hours. Trade requests accompanying exchange requests that do not adhere to the Trustee’s standard guidelines, or that would violate securities exchange rules, may result in rejection or cancellation of the associated exchange request.

Exchanges from one stock fund to another, or from a Participant-directed brokerage account to Sponsor Stock are not permitted.

Exchanges into Sponsor Stock shall be subject to minimum reserves on the investment option used to fund the exchange, as established by the Trustee from time to time (or such higher reserves as the Sponsor directs in writing). Exchanges in excess of the minimum reserve are prohibited.

IAC Stock:

	The following rules apply to any Participant-initiated exchange unless the Sponsor has directed the Trustee in writing to treat such exchanges as batch activity.
•	Exchanges from IAC Stock into Other Plan Investment Options
	Exchanges out of IAC Stock will be processed after execution of the sell trade. Except as otherwise provided in this Schedule, the subsequent exchange into the other Plan investment option will be processed upon settlement day of the sell trade, at the last calculated NAV for such date.
	Shares of the other Plan investment option will be reflected in the Participant’s account on the following Business Day.
•	Additional Real Time Trading Restrictions
	All exchange requests involving IAC Stock must be made in shares of stock, even if the Plan allows for percentage and dollar amount exchanges. If a Participant wishes to exchange out his or her entire balance in IAC Stock (or, if applicable, his or her entire balance in IAC Stock in a single source), the associated trade must be placed in whole shares, and fractional shares will be processed at the price determined by the Participant-directed trade. Exchange requests accompanied by certain order types may not be accepted outside of normal trading hours. Trade requests accompanying exchange requests that do not adhere to the Trustee’s standard guidelines, or that would violate securities exchange rules, may result in rejection or cancellation of the associated exchange request.
	Exchanges from one stock fund to another, or from a Participant-directed brokerage account to IAC Stock are not permitted.
	Competing Fund Restriction:

• Equity Wash

• Participants will not be permitted to make direct transfers between the Managed Income Portfolio II into a competing fund. Participants who wish to exchange between the Managed Income Portfolio II into a competing fund must first exchange

64

into a non-competing fund for a period of 90 days.

65

BrokerageLink Option:

•	Exchanges from Investment Options (Standard Plan Option) into BrokerageLink Option
	If a request to exchange into BrokerageLink is confirmed before the close of the market (generally 4:00 p.m. ET) on any Business Day, the SPO investment option redemption will receive that day’s trade date and the purchase into the BrokerageLink Core Account will receive the next Business Day’s trade date. Requests confirmed after the close of the market on a Business Day will be processed on a next Business Day basis.
	For exchanges initiated via any of the available channels, (NetBenefits, VRS or a Participant Services Representative) 100% of the exchanged amount will be available for trading the next Business Day. Although none of the exchanged amount will be available for trading until the next Business Day for exchanges initiated via NetBenefits or VRS, 90% of the assets will be immediately available to trade through a brokerage representative if the exchange is initiated via a Participant Services Representative.
•	Exchanges from BrokerageLink Option into Mutual Funds (Standard Plan Option)
	Each Plan must designate one of the SPO investment options as the SPO Default Fund. Participants exchanging from the BrokerageLink option into other SPO investment options will have no choice as to where these assets are invested upon transfer from BrokerageLink. All assets exchanged from BrokerageLink to other SPO investment options are first credited to the SPO Default Fund. If a Participant wants to reallocate from the SPO Default Fund to other SPO investment options, he/she must contact Fidelity after the assets have been credited to the SPO Default Fund.
	Participants must speak to a brokerage representative to exchange from BrokerageLink into the SPO, and may contact Fidelity on any Business Day to do so. The transfer will involve a redemption from the BrokerageLink Core Account. If the request is confirmed before the close of the market on a Business Day, the BrokerageLink Core Account redemption will receive that day’s trade date, and the purchase into the SPO default fund will receive that day’s trade date. Requests confirmed after the close of the market on a Business Day (or on any day other than a Business Day) will be processed on a next Business Day basis.
	Most BrokerageLink trades require a three (3) Business Day settlement period. When placing the sell order in a Participant Account, the Participant may not request that upon settlement of

66

the sell, assets be transferred from BrokerageLink to the SPO Default Fund. The Participant must call back after each settlement to transfer funds from the BrokerageLink Core Account into the SPO Default Fund.

EXPEDIA, INC.

By:                                                             

Name:                                                             

Title:                                                             

Date:                                                             

67

SCHEDULE “H” — Operational Guidelines for Non-Fidelity Mutual Funds

Pricing

By 7:00 p.m. Eastern Time (“ET”) each Business Day, the Non-Fidelity Mutual Fund Vendor (Fund Vendor) will transmit the following information (“Price Information”) to FIIOC: (1) the NAV for each Fund prior to the close of trading on the New York Stock Exchange (“Close of Trading”), (2) the change in each Fund’s NAV from the Close of Trading on the prior Business Day, (3) in the case of an income fund or funds, the daily accrual for interest rate factor (“mil rate”), and (4) on ex dividend date, if applicable, dividend and capital gain information. FIIOC must receive Price Information each Business Day. If on any Business Day the Fund Vendor does not provide such Price Information to FIIOC, FIIOC shall pend all associated transaction activity in the Plan until the relevant Price Information is made available by Fund Vendor.

Trade Activity and Wire Transfers

Each Business Day following Trade Date (“Trade Date plus One”), FIIOC or National Financial Services Corporation LLC (“NFS”), an affiliate of FIIOC, will provide, via facsimile, to the Fund Vendor a consolidated report of net purchase or net redemption activity that occurred in each of the Funds at the Close of Trading on the prior Business Day. The report will reflect the dollar amount of assets and shares to be invested or withdrawn for each Fund. FIIOC or NFS will transmit this report to the Fund Vendor each Business Day, regardless of processing activity. In the event that data contained in the facsimile transmission represents estimated trade activity, FIIOC or NFS shall provide a final facsimile to the Fund Vendor. Any resulting adjustments shall be processed by the Fund Vendor at the net asset value for the prior Business Day.

The Fund Vendor shall send via regular mail to FIIOC or NFS transaction confirms for all daily activity in each of the Funds. The Fund Vendor shall also send via regular mail to FIIOC or NFS, by no later than the fifth Business Day following calendar month close, a monthly statement for each Fund. FIIOC and NFS agree to notify the Fund Vendor of any balance discrepancies within twenty (20) Business Days of receipt of the monthly statement.

For purposes of wire transfers, FIIOC or NFS shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, in each case including all activity across all Funds occurring on the same day.

Prospectus Delivery

FIIOC shall be responsible for the timely delivery of Fund prospectuses and periodic Fund reports (“Required Materials”) to Participants, and shall retain the services of a third-party vendor to handle such mailings. The Fund Vendor shall be responsible for all materials and production costs, and hereby agrees to provide the Required Materials to the third-party vendor selected by FIIOC. The Fund Vendor shall bear the costs of mailing annual Fund reports to Participants. FIIOC shall bear the costs of mailing prospectuses to Participants.

68

Proxies

The Fund Vendor shall be responsible for all costs associated with the production of proxy materials. FIIOC shall retain the services of a third-party vendor to handle proxy solicitation mailings and vote tabulation. Expenses associated with such services shall be billed directly to the Fund Vendor by the third-party vendor.

Participant Communications

The Fund Vendor shall provide internally-prepared fund descriptive information approved by the Funds’ legal counsel for use by FIIOC in its written Participant communication materials. FIIOC shall utilize historical performance data obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research Systems and Lipper Analytical Services) in telephone conversations with Participants and in quarterly Participant statements. The Sponsor hereby consents to FIIOC’s use of such materials and acknowledges that FIIOC is not responsible for the accuracy of such third-party information. FIIOC shall seek the approval of the Fund Vendor prior to retaining any other third-party vendor to render such data or materials under this Agreement.

Compensation

FIIOC shall be entitled to fees as set forth in a separate agreement with the Fund Vendor.

69

SCHEDULE “I” — Securities That May Not Be Purchased Under the BrokerageLink Option

Any Security identified by the Sponsor that may result in a prohibited transaction
Any Securities or Securities Options issued by the Sponsor
Precious Metals
Tax-exempt Securities (including mutual funds, municipal bonds and unit investment trusts)
Annuities
U.S. Savings Bonds
Limited Partnerships (except for Master Limited Partnerships)
Level 3, 4 and 5 Options (which require margin accounts)
Currencies
Currency Options
Currency Warrants
Commodities
Interest Rate Options
Financial Futures
Convertible Adjustable Preferred Stock
Such other Securities as directed by the Sponsor

70

SCHEDULE “J” — BrokerageLink Administrative Procedures

This schedule sets forth the actions that Fidelity will take to rectify various situations that might arise in Participant Accounts. By signing this schedule, the Sponsor acknowledges that the terms of this schedule shall serve as standing instructions to Fidelity to take the appropriate action in response to a given situation, as described below, to comply with the Agreement and to facilitate customer service and operations processing.

Transfer of Assets out of BrokerageLink

In the following situations, Fidelity will initiate a liquidation and transfer of assets out of BrokerageLink, to the extent necessary to rectify the problem:

Ø	Assets in BrokerageLink are from restricted sources. (A Plan may restrict assets from certain sources from being transferred to BrokerageLink.)
Ø	Assets in BrokerageLink are from non-vested assets, if restricted. (A Plan may restrict non-vested assets from being transferred to BrokerageLink.)
Ø	Assets in BrokerageLink are from a deposit via an unauthorized channel. (Participants may transfer assets to BrokerageLink only through the SPO recordkeeping system (payroll deduction to the SPO or exchange from another SPO investment option). Assets transferred into BrokerageLink in any other way are considered to have been transferred via an unauthorized channel.)

Fidelity will look to the BrokerageLink Core Account first. If the BrokerageLink Core Account does not contain sufficient assets, Fidelity will place a sell trade order(s) in the Participant’s Account. The securities that will be sold/liquidated will be selected on a last in — first out basis. Such liquidation will be limited to the number of shares necessary to correct the problem. Any trade related expenses (commissions or other fees) and realized gain or loss will be borne by the Participant Account, or if necessary, the SPO.

In the case of assets from restricted sources or from non-vested assets, those assets will be credited to the SPO Default Fund. In the case of assets deposited via an unauthorized channel, Fidelity will mail a check to the Participant.

Transfer of Assets into BrokerageLink

In the following situations, Fidelity will initiate a transfer of assets into BrokerageLink, to the extent necessary to rectify the problem:

Ø	Assets withdrawn from BrokerageLink via an unauthorized channel. (Participants may transfer assets out of BrokerageLink only through the SPO recordkeeping system. Assets transferred out of BrokerageLink in any other way are considered to have been transferred via an unauthorized channel.)
Ø	The BrokerageLink Core Account has a negative balance, due to an unsecured debit or overdraft.

71

In the event of an unauthorized channel withdrawal, Fidelity will contact the Participant and request that the withdrawn assets be returned to Fidelity. Fidelity will then redeposit the assets into the BrokerageLink Core Account. In the event of an unsecured debit or overdraft, Fidelity will look to the SPO first. If the SPO does not contain sufficient assets, Fidelity will place a sell trade order(s) in the Participant Account. The securities that will be sold/liquidated will be selected on a last in — first out basis. Such liquidation will be limited to the number of shares necessary to correct the problem. Any trade related expenses (commissions or other fees) and realized gain or loss will be borne by the Participant Account.

Fees / Distributions / Adjustments

All Plan related fees that are paid by the Participant and all distributions (minimum required distributions (MRD), systematic withdrawal payments (SWP), deminimus, etc.) are debited from the Participant’s SPO. If there are not enough assets in SPO to pay fees of any nature or make necessary distributions, then Fidelity will look to the Participant Account.

If there are sufficient assets in the BrokerageLink Core Account, then Fidelity will initiate the transfer to the SPO Default Fund to cover the fee or distribution. If the BrokerageLink Core Account does not contain sufficient assets, Fidelity will place a sell trade order(s) in the Participant Account. The securities that will be sold/liquidated will be selected on a last in - first out basis. Such liquidation will be limited to the amount/number of shares necessary to correct the problem, plus any additional amounts that may be necessary to cover market fluctuations. Any trade related expenses (commissions or other fees) and realized gain or loss will be borne by the Participant Account.

In the event that a removal of excess contributions is initiated in order to make an adjustment in response to non-discrimination testing (NDT) results, Fidelity will follow the procedure described above with regard to fees and distributions.

In the event of a deminimus distribution, all of the Participant’s BrokerageLink holdings (individual securities plus any amounts in the BrokerageLink Core Account) will be liquidated and moved to the SPO, in order to facilitate the distribution.

Restricted or Ineligible Securities

The Plan has designated that certain securities or security types be restricted from being purchased. If Fidelity identifies a restricted security that has been purchased, then Fidelity will place a sell trade order in the Participant Account to remove that security. Any trade related expenses (commissions or other fees) and realized gain or loss will be borne by the Participant Account, or if necessary, the SPO. The proceeds from the liquidated securities will be credited to the BrokerageLink Core Account.

Qualified Domestic Relation Orders (“QDRO’s”)

The Sponsor will notify Fidelity of the pending DRO and direct Fidelity to restrict the affected Participant Account in accordance with procedures documented in the Plan Administration Manual. If the DRO is

72

determined to be a QDRO, any and all liquidations and transfers of securities will be completed, upon Sponsor direction, in accordance with the procedures documented in the Plan Administration Manual.

Deaths

In the event of a Participant death, the Sponsor will advise Fidelity of the death and the Participant Account will be frozen to all activity and all Limited Trading Authorizations shall be terminated. Upon Sponsor direction, Fidelity will liquidate or transfer securities to the beneficiary’s account in accordance with the procedures documented in the Plan Administration Manual.

EXPEDIA, INC.
By:
	Date

73

SCHEDULE “K” — Form 5500 Service

Effective for the Signature Ready Form 5500 Service (“Service”) and the Summary Annual Report (“SAR”) prepared for plan year ending December 31, 2005, and thereafter, Fidelity Management Trust Company (“Fidelity”) agrees to provide this Service, in accordance with the following:

The Sponsor hereby agrees to:

• Submit the following required information (“Required Information”) annually:

• Completed plan questionnaire (“Questionnaire”);

• Draft or final copy of the audited financial statements; and

• Copy of the prior year Form 5500 filed with the Department of Labor (DOL) (applicable only if Fidelity did not prepare the plan’s prior year Form 5500)

• Provide Fidelity with the Required Information, in the format requested by Fidelity, as soon as possible after the plan’s year end — but in no event later than the last day of the 8^th month following the plan’s year-end (assuming a filing extension has been requested);

• Authorize Fidelity to prepare and execute IRS Form 5558 (Application for Extension) on behalf of the Plan Administrator and file Form 5558 with the IRS in order to obtain an extension of the filing deadline in the event that Fidelity has not received a completed plan Questionnaire within five and one-half (5 ¹/2) months after the plan’s year end;

• Review, sign and mail the Form 5500 prepared by Fidelity to the DOL in a timely manner;

• Distribute the SAR to participants and beneficiaries in a timely manner; and

• Respond to and provide any other information requested by Fidelity, including soliciting any information from the prior recordkeeper, related to the Form 5500.

Fidelity hereby agrees to:

• Provide the Sponsor with the Questionnaire within one and one-half (1 ¹/2 ) months after the Plan’s year-end;

• File Form 5558 to request an extension of time to file Form 5500 if requested by the Plan Sponsor or if the completed Questionnaire is not received from the Sponsor within five and one half (5 ¹/2 ) months after the Plan’s year end, as specified above;

• Provide the Sponsor with the Form 5500 at least ten (10) days prior to the required filing date and SAR at least ten (10) days prior to the required mailing date, assuming the Plan Sponsor has submitted the Required Information and has met the filing deadlines as outlined in this agreement;

74

• Respond to inquiries from the DOL or IRS received by the Sponsor, related to any Form 5500 prepared by Fidelity.

The Plan Sponsor understands that the Form 5500 will be prepared based upon the information provided in the Questionnaire and acknowledges that Fidelity shall have no responsibility for verifying the authenticity or accuracy of the data submitted by the Sponsor on the Questionnaire.

In the event that Fidelity does not receive all Required Information within 8 months after the plan’s year-end, Fidelity will not prepare the Form 5500 and the Sponsor shall be responsible for completing the Form 5500 for filing with the DOL. Fidelity will not be held responsible for any late fees or penalties for incomplete filings caused by it not receiving the Required Information within 8 months after the plan’s year-end.

Fees related to this Service are set out on Schedule “B” to the Agreement to which this schedule is attached. Further, Signature-Ready 5500 service will continue until the Plan Sponsor provides Fidelity with written direction to the contrary.

EXPEDIA, INC.

By:
  Date

75

SCHEDULE “L”

OPERATING GUIDELINES FOR INVESTMENT OPTIONS EXCHANGES
FIDELITY RETIREMENT PLAN MANAGER^®

The following operating guidelines shall govern exchanges of investment options for Participants enrolled in Fidelity Retirement Plan Manager^®. These guidelines are subject to change upon notice to the Sponsor.

(a) Participant accounts enrolled in Fidelity Retirement Plan Manager^® shall be flagged for rebalancing on any Business Day on which the account varies from the assigned model portfolio by more than a drift allowance specified under the service.

(b) Rebalance transactions shall be created during the nightly cycle for processing on the following Business Day.

(c) Rebalance transactions will be reflected in Participant accounts on the day following the date on which the rebalance transaction is processed.

(d) If there is a reallocation of the model portfolio (resulting from review of the Plan’s investment options or a change in the Plan investment option menu), those Participant accounts that vary from the revised model portfolio by more than a drift allowance specified under the service shall be flagged for reallocation.

(e) Reallocation transactions shall be processed using the same rules as for rebalance transactions.

(f) If a change in model portfolios is required as a result of an annual or ad hoc review of the Participant’s investor profile completed before the market close on a Business Day, the required exchanges shall be processed in that night’s nightly cycle, and reflected in the Participant’s account on the next Business Day.

(g) If receipt of a Participant’s election to terminate the Fidelity Retirement Plan Manager^® service is confirmed before market close, the account will not be flagged for rebalancing or reallocation.

(h) If receipt of a Participant’s election to terminate the Fidelity Retirement Plan Manager^® service is received while a transaction is pending, the pending transaction will proceed as outlined above unless the Participant requests cancellation of such transaction.

76

SCHEDULE “M”

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, dated and effective as of August 5, 2005, by and between Strategic Advisers, Inc., an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) with its principal offices at 82 Devonshire Street, Boston, Massachusetts (the “Investment Manager”) and Expedia, Inc. (the “Company”) a Washington corporation, with its principal offices at 3150 139^th Avenue SE, Bellevue, Washington 98005.

W I T N E S S E T H

WHEREAS, the Company, acting in its capacity as named fiduciary, has entered into a trust agreement (the “Trust Agreement”) with Fidelity Management Trust Company (the “Trustee”), which Trust Agreement permits certain assets of the Expedia Retirement Savings Plan (the “Plan”) held in the trust thereby created (the “Trust”) to be managed by a duly-appointed investment manager, all in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and

WHEREAS, the Company desires to appoint Strategic Advisers, Inc. for purposes of a discretionary investment management service known as Fidelity Retirement Plan Manager^® (the “Service”) for eligible participants in the Plan, and has amended the Trust Agreement for the Plan in contemplation thereof; and

WHEREAS, the Company and the Investment Manager wish to enter into this Investment Management Agreement (the “Agreement”) for the purpose of retaining Strategic Advisers, Inc. (the “Investment Manager”) to manage certain assets of the Trust described in Section 2 below (the “Managed Assets”) in connection with the Service.

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, the Company and the Investment Manager hereby agree as follows:

SECTION 1. Definitions

          Unless otherwise defined herein, the terms used in this Agreement shall have the same meaning as in the Trust Agreement. This Agreement shall be interpreted, to the greatest extent possible, to be consistent with such Trust Agreement.

SECTION 2. Appointment of the Investment Manager.

          The Company appoints the Investment Manager to manage, pursuant to the guidelines referred to in Section 6 hereof (the “Investment Guidelines”), such of the assets of the Plan as may constitute Managed Assets from time to time. Managed Assets shall be comprised of all assets of the Plan held in or contributed to individual accounts of eligible Plan participants enrolled in the Service excluding securities that are or were formerly employer securities within the meaning of ERISA (“Company Stock”). The circumstances for eligibility, enrollment and termination of participation in the Service are set forth in the Trust Agreement, as it may be amended from time to time, and such provisions are incorporated by reference herein. The Company represents and warrants that it has full power and authority to enter into this Agreement with respect to and on behalf of the Plan. The Company acknowledges receipt of the Investment Manager’s Part II of Form ADV, or a written disclosure statement containing the information required by such form at least 48 hours prior to entering into this Agreement.

SECTION 3. Acceptance of Appointment as Investment Manager.

          The Investment Manager accepts the appointment to manage the Managed Assets pursuant to the Investment Guidelines and on the terms and conditions set forth in this Agreement. The Investment Manager represents that it is an investment adviser registered under the Advisers

77

Act, and that it has full power and authority to enter into this Agreement. The Investment Manager acknowledges that it is a fiduciary, within the meaning of Section 3(21) of ERISA, with respect to the Plan to the extent of its discretionary authority and responsibility for investment management of Managed Assets.

SECTION 4. Powers and Duties of the Investment Manager.

(a) Subject to the provisions of Sections 3 and 6 hereof and the requirement of Title I, Part 4 of ERISA pertaining to the responsibilities of fiduciaries, the Investment Manager shall use its best efforts to provide an opportunity for enhanced returns, consistent with appropriate risk diversification, by causing the Managed Assets to be invested and reinvested from time to time only in investment options offered to participants under the Trust, and to that end shall have full power and authority to:

(1) direct the Trustee or its agent to make purchases and sales of securities or other property for the individual Plan accounts of electing Plan participants;

(2) instruct or direct the Trustee to perform any or all of the powers, duties, and authority given to the Trustee in the Trust Agreement which are therein subjected to direction by the Investment Manager and to enforce performance by the Trustee of such powers, duties, and authority;

(3) execute any and all documents necessary to make investments within the scope of the Investment Guidelines, or to carry out other duties of the Investment Manager hereunder.

(b) Except as otherwise provided in ERISA regarding liability for breaches of fiduciary duties by other fiduciaries, the Investment Manager shall have no responsibility for the acts or omissions of the Company or the Trustee. The Investment Manager shall have no responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written or electronic instructions from the Company or any authorized representative thereof or any information provided by a Plan participant whose Plan account is being managed by Strategic Advisers and the Company shall indemnify the Investment Manager against and hold it harmless from any penalties, damages, losses, liabilities or other expenses (including reasonable attorneys’ fees) (“Losses”) arising out of the Investment Manager’s action or inaction based on good faith reliance on such instructions or information. The Company also agrees to indemnify and hold the Investment Manager harmless from any Losses arising from the provision of the Service provided that the Investment Manager has acted in accordance with ERISA and the Advisers Act.

(c) Federal and state securities laws impose liability, under certain circumstances, on persons who act in good faith. Nothing in this Agreement shall waive or limit any rights that the Company may have under those laws.

(d) During and for a reasonable time after the term of this Agreement, the Investment Manager or its agents shall permit the Company or its agents (including independent public accountants selected by the Company) during business hours to inspect, at the expense of the Company, the Investment Manager’s records of investment direction provided by the Investment Manager pursuant to this Agreement.

(e) The Investment Manager shall have no responsibility or authority to exercise any shareholder rights that arise with respect to investments in which Managed Assets are invested, nor shall it have responsibility or authority to make decisions with respect to matters, such as litigation or bankruptcy, arising out of the Trust’s ownership of any such investments.

78

(f) The Investment Manager shall have no duty or responsibility to manage assets other than Managed Assets, including in particular, Company Stock (“Other Assets”), or, except as provided in the Investment Guidelines with respect to Company Stock, to make investment decisions with respect to Managed Assets that offset or counterbalance the investment of such Other Assets, even if the Investment Manager manages such Other Assets pursuant to a separate advisory agreement, or if those Other Assets are reflected as being owned by or attributable to the Plan participant on books and records maintained by the Investment Manager or any of its affiliates.

SECTION 5. Duties of the Company.

The Company shall:

(a) direct the Trustee or the recordkeeper to invest the Managed Assets at the direction of the Investment Manager;

(b) provide, or cause the Trustee to provide, the Investment Manager with such information pertaining to the Managed Assets and the Plan as the Investment Manager may reasonably request, which information the Investment Manager shall keep as confidential and shall not disclose, except as required by law, to any party other than its subsidiaries or affiliates, without the prior consent of the Company;

(c) compensate, or cause the Trustee to compensate from the Trust, by deduction from the accounts of Participants enrolled in the Service or otherwise, the Investment Manager for its services under this Agreement in the amounts set forth on Exhibit A as it may be amended from time to time; and

(d) provide, or cause to be provided, such information to Plan participants as is delivered for that purpose by the Investment Manager.

SECTION 6. Investment Guidelines.

          Managed Assets shall be managed in accordance with the Investment Guidelines attached as Exhibit B hereto. The Investment Manager shall make its investment decisions consistent with such Investment Guidelines, but otherwise shall have sole and exclusive authority and discretion to manage and control the investment of the Managed Assets consistent with the provisions of this Agreement. The Investment Guidelines may be changed by written notice from the Company only after prior review and approval by the Investment Manager.

SECTION 7. Performance of Duties — Standard of Care.

          The Investment Manager shall comply with all laws and regulations issued from time to time in the discharge of its duties under this Agreement and shall discharge such duties:

(a)	solely in the interest of the enrolled Plan participants and for the exclusive purpose of providing benefits to such participants and their beneficiaries and defraying reasonable expense of administering the Plan;
(b)	with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;
(c)	by diversifying, consistent with the Investment Guidelines, the Managed Assets in the individual account of each Plan participant enrolled in the Service so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, to the extent

79

such diversification is appropriate and achievable with the investment options made available under the Plan; and

(d)

in accordance with the documents and instruments governing the Plan provided to the Investment Manager or its agents, insofar as such documents and instruments are consistent with the provisions of ERISA; provided, however, that the duties of the Investment Manager shall be governed exclusively by this Agreement to the extent that the provisions of any such Plan documents are inconsistent with this Agreement.

          Regardless of whether the Plan is subject to ERISA, the Investment Manager will perform all of its duties hereunder as if the Plan were in fact subject to ERISA.

SECTION 8. Limitation on Duties.

          Notwithstanding any provision of this Agreement, the Investment Manager shall have no duty to advise the Company or any other person with respect to the investment options available under the Plan, or to exercise management authority to add or remove any such investment options to or from the Plan. The Investment Manager shall have no duty or authority to advise or make recommendations to the Company with respect to any other matter, including without limitation, the impact of Plan rules on the management or diversification of Managed Assets.

SECTION 9. Confidential Information; Other Clients and Services.

          Any information or recommendations supplied by the Investment Manager in connection with the Service, which are not otherwise in the public domain or previously known to the Company, are to be regarded as confidential and for use only in connection with Managed Assets under this Service by enrolled Plan participants, the Company, the Trust, the Trustee or its agent, or such persons the Company may designate in connection with the Managed Assets.

          The parties acknowledge that the Investment Manager may provide similar services to other Trusts and Plans, and that nothing in this Agreement shall require the Investment Manager to disclose to the Company, the Plan or its participants the existence of such other engagements, or prohibit the Investment Manager from rendering services to such other clients. The Company acknowledges that the Investment Manager may use identical, similar or different investment methodologies in providing education or other investment services, such as Fidelity PortfolioPlanner, to this Plan or its participants, or to other Plans, participants or clients.

SECTION 10. Prohibited Transaction Class Exemption 77-4

          The Company acknowledges that the Investment Manager is affiliated with other entities that may receive asset-based compensation in connection with the investment options offered under the Plan, including but not limited to Fidelity Mutual Funds.

          The parties acknowledge that this Service, to the extent it would otherwise constitute a prohibited transaction exemption, is intended to comply with Prohibited Transaction Class Exemption 77-4, as it may be amended from time to time (PTCE 77-4), with respect to Fidelity Mutual Funds. To that end, the Company acknowledges that it is independent of the Investment Manager within the meaning of PTCE 77-4, that it has received prospectuses for the Fidelity Mutual Funds available under the Plan, and a full and detailed disclosure of the investment advisory and other fees charged to or paid by the Plan with respect to this Service and the investment company(ies). The Company further acknowledges that it has received an explanation of the reasons why the Investment Manager may consider purchases or sales of Fidelity Mutual Funds for accounts of Plan participants electing the Service. On the basis of such

80

disclosures, the Company hereby authorizes the purchase and sale of Fidelity Mutual Funds for accounts of Participants electing this Service in accordance with the terms of this Agreement.

SECTION 11. Assignment of Agreement or Duties.

          No party may assign this Agreement, in whole or in part, nor delegate except as contemplated herein all or part of the performance of duties required of it by this Agreement without the prior written consent of the other party, and any attempted assignment or delegation without consent shall be void.

SECTION 12. Applicable Law.

          This Agreement shall be administered and construed according to the laws of the Commonwealth of Massachusetts, except as superseded and preempted by ERISA.

SECTION 13. Construction; Validity.

          Wherever possible, this Agreement shall be construed in a manner that is consistent with the Trust Agreement provisions governing the Service. An adjudication or other determination that a provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability of any remaining provision of this Agreement.

SECTION 14. Termination.

(a) This Agreement shall continue in effect until 1) the termination of recordkeeping services to the Plan by an affiliate of the Investment Manager; or 2) a specified date at least sixty (60) days after notice of termination has been provided from any party to the other party.

(b) Notwithstanding the foregoing, the Company may at any time without prior notice order the Investment Manager to cease activity, subject to completion of the execution of investment directions already in process with respect to the Managed Assets. Such order to cease activity may be communicated orally subject to immediate written confirmation to the Investment Manager.

(c) Nothing herein shall prohibit the Investment Manager from terminating management of any individual participant’s Plan account in accordance with the provisions governing termination of the Service to a participant set forth in the Trust Agreement.

(d) If this Agreement is terminated during any period of time for which the Investment Manager has not been compensated, the fee due to the Investment Manager for such period shall be prorated to the date of termination.

(e) The indemnification obligations hereunder shall survive termination.

SECTION 15. Notices.

          Any notice, instruction, request, consent, demand or other communication required or contemplated by this Agreement to be in writing, shall be given or made if communicated by United States first class mail (or by FAX followed immediately by United States first class mail), addressed as follows:

If to the Company:	Expedia, Inc.
	3150 139th Avenue SE
	Bellevue, Washington 98005
If to the Investment Manager:	Strategic Advisers, Inc.
	82 Devonshire Street
	Boston, Massachusetts 02109

81

provided that each party shall, by written notice, promptly inform the other party of any change of address and provided further that any written communication from the Company contemplated hereunder shall be signed by a person authorized to act on behalf of the Company, acting in its capacity as Named Fiduciary, under the Trust Agreement.

SECTION 16. Entire Agreement; Amendment.

          This Agreement and any exhibits hereto, as well as any provisions of the Trust Agreement governing the Service constitute the entire agreement and understanding among the parties hereto, and may not be modified or amended except by a writing executed by the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date noted above.

EXPEDIA, INC.

BY:
  Date

Printed Name

STRATEGIC ADVISERS, INC.

BY:
  Date

Printed Name

82

EXHIBIT A

FIDELITY RETIREMENT PLAN MANAGER^® FEES

The annual advisory fee for Fidelity Retirement Plan Manager^® will be assessed based on a percentage of the average daily balance of assets in the Plan account of each electing participant. The advisory fee will be charged to cover ongoing management of the assets in such participant’s Plan account, and related servicing and communication. The fee is payable quarterly in arrears, and will be calculated on the basis of daily participant balances, generally on the 25^th day of the last month of the participant statement cycle quarter (or the next business day if the 25^th is not a business day). In the event a participant’s participation in the Service is terminated before the end of a quarter, the fee will be prorated based on the number of days the account was managed during the quarter.

Unless paid by the Sponsor, the Trustee or its agent will redeem investments in the amount of the fee directly from the electing Plan participant’s plan account on the business day following the fee calculation. This amount will be noted on the participant’s statement.

The annual advisory fee will be calculated by deducting a credit amount (“Credit Amount”) from the maximum annual gross advisory fee. The annual gross fee amount is 1.10% for the first $50,000 in assets, with breakpoints that reduce the fee for higher balances to as low as 0.85%. This figure is then reduced by a Credit Amount of at least 0.50%. The gross advisory fee, breakpoints, minimum credit amount and maximum net advisory fee are set forth in the following schedule.

Fidelity Retirement Plan Manager^®

ANNUAL ADVISORY FEE SCHEDULE

	Maximum annual			Minimum credit			Maximum annual net
Average daily assets	gross advisory fee			amount			advisory fee
Up to $50,000		1.10	%		0.50	%		0.60	%
For the next $200,000 or portion thereof		1.00	%		0.50	%		0.50	%
For the next $250,000 or portion thereof		0.90	%		0.50	%		0.40	%
All additional assets		0.85	%		0.50	%		0.35	%

The purpose of the Credit Amount is to reduce the annual advisory fee by the amount of asset-based fees, if any, Strategic Advisers or its affiliates receive for management of Fidelity-Mutual Funds in which Managed Assets are invested, and for management or other services related to any other investment option offered under the Plan in which Managed Assets are invested.

This Credit Amount will be calculated daily in the following manner. For each investment option in an enrolled Plan participant’s account, an amount will be calculated equal to the greater of: (i) an amount equal to .50% per annum of all assets in that investment in such account; and (ii) either (a) the actual underlying investment management fees paid to Strategic Advisers or its affiliates from such investment if it is a Fidelity Mutual Fund (but not other fund expenses such as transfer agency fees); or (b) any servicing or other fees paid to any Fidelity InvestmentsÒ company based on assets or participants in any investment option other than Fidelity Mutual Funds. The resulting amounts for the funds in an electing Participant’s account will be added together to arrive at the total Credit Amount for such account. The total

83

Credit Amount will be applied against the gross fee for such account to arrive at the net fee.

Such amounts shall be paid by the Company, if not deducted and paid from the accounts of enrolled Plan participants or otherwise from Plan assets.

The annual advisory fee shall be charged in addition to any applicable purchase fee, short-term trading fee, or similar fee payable to the applicable Mutual Fund, or any fee paid to the Investment Manager or its affiliates for services rendered to the Plan (including trustee or recordkeeping services) or to the investment options offered under the Plan.

84

EXHIBIT B

INVESTMENT GUIDELINES FOR

FIDELITY RETIREMENT PLANMANAGER^®

The Investment Manager shall manage eligible assets in an enrolled participant’s Plan account, by selecting from among the investment options available to enrolled participants, in order to provide diversification appropriate for retirement investors with time horizons, financial situations and risk tolerance similar to the enrolled participant.

The Investment Manager shall establish target asset mixes that provide appropriate risk/reward trade-offs for various investor types found among participants in workplace savings plans, and shall assign each enrolled participant to the appropriate target asset mix based upon responses to standard questions provided by the enrolled participant. The target asset mixes shall have the following investment objectives:

Conservative: Income and conservative appreciation
Balanced: Capital appreciation and income
Growth: Growth
Aggressive Growth: Aggressive growth

The Investment Manager may establish additional target asset mixes, upon notice to the Company.

Enrolled participant assignments to target asset mixes shall be reviewed annually and also whenever an enrolled participant alerts the Investment Manager to a change in his or her situation. If appropriate, a new target mix will be assigned.

The Investment Manager shall design model portfolios appropriate for each target asset mix by selecting a combination of available investment options that tracks the risk and diversification attributes of the target asset mix, within an appropriate range. The Investment Manager shall consider other assets identified by the enrolled participant as retirement savings (including amounts held in other plans or accounts serviced by its affiliates) in determining a target asset mix appropriate for the participant, but shall not take such assets into account when constructing or assigning model portfolios to the enrolled participant.

The Investment Manager shall invest eligible amounts held in, or contributed to, the accounts of enrolled participants in accordance with the model portfolio, as it may be adjusted from time to time for market fluctuation, provided that the Investment Manager shall not manage amounts held in company stock, or contributions required to be invested in company stock. Enrolled participant accounts may be rebalanced at any time they deviate from the market-adjusted model portfolio by more than an appropriate drift allowance, as determined by the Investment Manager. The Investment Manager may change the model portfolios as appropriate for changes in the Plan’s investment options, market performance or economic conditions.

The Investment Manager shall have no independent obligation to value assets under its management, but shall instead rely upon valuations provided by the Trustee or its agent, or an external money manager, if applicable.

85

Special Guidelines for Company Stock Holdings

The Investment Manager will not invest Managed Assets in Company Stock. An enrolled Participant whose Plan account is invested in Company Stock will be offered the choice whether to have the Investment Manager ignore such holdings in assigning a target asset mix to the Participant or assign a target asset mix that counterbalances the risk characteristics associated with an investment in a single security. If a Participant elects to counterbalance the Company Stock holdings, the Investment Manager will assign the Participant to one of several target asset mixes established by the Investment Manager that account for varying levels of Company Stock in ten per cent increments, based on the Participant’s level of Company Stock holdings in his or her Plan account. The Investment Manager will then assign a model portfolio to the account pursuant to which the Participant’s non-Company Stock assets will be invested that is designed to counterbalance the risk characteristics of the percentage of Company Stock reflected in the Participants’ assigned target asset mix.

The Investment Manager shall not make decisions with respect to the exercise of any rights accruing to investment options, including without limitation, shareholder rights to vote proxies or tender or exchange shares, or rights arising out of bankruptcy or litigation. Decisions with respect to the exercise of any such rights shall be made in accordance with the provisions of the Trust Agreement, and the Investment Manager shall not be required to take such matters into account in making its investment decisions.

Universe:

Managed Assets of enrolled Participants may be invested in any investment options available for new investment by enrolled Participants other than Company Stock.

Restrictions:

Managed Assets of enrolled participants will not be invested in any Company Stock. For the purposes of these Investment Guidelines, Company Stock includes the stock of an issuer that no longer constitutes securities of an employer corporation under the Employee Retirement Income Security Act of 1974, as amended, or employer securities under the Internal Revenue Code of 1986, as amended.

Managed Assets of enrolled participants will not be invested in any investment option that is closed to new investment by eligible participants.

Managed Assets of enrolled participants will not be invested in strategy funds, lifestyle funds or specialty funds. The Named Fiduciary shall have the right to impose reasonable restrictions upon Strategic Advisers with respect to investment management, other than those set out here, provided that it shall first propose such restrictions in writing to Strategic Advisers, and provided that Strategic Advisers shall have 20 business days to determine whether such restriction is reasonable.

EXPEDIA, INC.

By:
  Date

Name:

STRATEGIC ADVISERS INC.

By:
  Date

Name:

86