Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED

GOVERNANCE AGREEMENT

among

IAC/INTERACTIVECORP,

LIBERTY MEDIA CORPORATION,

and

BARRY DILLER

DATED AS OF AUGUST 9, 2005

TABLE OF CONTENTS

		ARTICLE I
		TRANSFEREES

		ARTICLE II
		BOARD OF DIRECTORS AND RELATED MATTERS

Section 2.01.		Board of Directors
Section 2.02.		Management of the Business
Section 2.03.		Contingent Matters
Section 2.04.		Notice of Events

		ARTICLE III
		PREEMPTIVE RIGHTS

Section 3.01.		Liberty Preemptive Rights
Section 3.02.		Investment Agreement

		ARTICLE IV
		REPRESENTATIONS AND WARRANTIES

Section 4.01.		Representations and Warranties of the Company
Section 4.02.		Representations and Warranties of the Stockholders

		ARTICLE V
		DEFINITIONS

Section 5.01.		“2001 Governance Agreement”
Section 5.02.		“Affiliate”
Section 5.03.		“Amended and Restated Stockholders Agreement”
Section 5.04.		“BDTV Entities”
Section 5.05.		“Beneficial Ownership”
Section 5.06.		“CEO”
Section 5.07.		“CEO Termination Date”
Section 5.08.		“Commission”
Section 5.09.		“Company”
Section 5.10.		“Company Common Shares”
Section 5.11.		“Company Class B Stock”
Section 5.12.		“Company Common Stock”
Section 5.13.		“Consenting Party”
Section 5.14.		“Demand Registration”
Section 5.15.		“Disabled”
Section 5.16.		“EBITDA”
Section 5.17.		“Equity Securities”
Section 5.18.		“Exchange Act”

Section 5.19.		“Excluded Issuance”
Section 5.20.		“Fair Market Value”
Section 5.21.		“IAC”
Section 5.22.		“Issue Price”
Section 5.23.		“Liberty Director”
Section 5.24.		“Liberty Holdco”
Section 5.25.		“Ownership Percentage”
Section 5.26.		“Permitted Transferee”
Section 5.27.		“Person”
Section 5.28.		“Sale Transaction”
Section 5.29.		“Securities Act”
Section 5.30.		“Stockholders”
Section 5.31.		“Stockholders Group”
Section 5.32.		“Subsidiary”
Section 5.33.		“Third Party Transferee”
Section 5.34.		“Total Debt”
Section 5.35.		“Total Debt Ratio”
Section 5.36.		“Total Equity Securities”
Section 5.37.		“Transfer”
Section 5.38.		“Voting Securities”

		ARTICLE VI
		MISCELLANEOUS

Section 6.01.		Notices
Section 6.02.		Amendments; No Waivers
Section 6.03.		Successors And Assigns
Section 6.04.		Governing Law; Consent To Jurisdiction
Section 6.05.		Counterparts
Section 6.06.		Specific Performance
Section 6.07.		Registration Rights
Section 6.08.		Termination
Section 6.09.		Severability
Section 6.10.		Cooperation
Section 6.11.		Adjustment Of Share Numbers
Section 6.12.		Effective Time
Section 6.13.		Entire Agreement
Section 6.14.		Interpretation
Section 6.15.		Headings

EXECUTION COPY

Amended and Restated Governance Agreement

Amended and Restated Governance Agreement, dated as of August 9, 2005, among IAC/InterActiveCorp, a Delaware corporation (“IAC,” or the “Company”), Liberty Media Corporation, for itself and on behalf of the members of its Stockholder Group (“Liberty”) and Mr. Barry Diller (“Mr. Diller”) for himself and on behalf of the members of his Stockholder Group.

WHEREAS, the parties hereto have agreed that the Company, Liberty and Mr. Diller shall enter into this Agreement in order to amend and restate in its entirety the respective rights and obligations of the parties set forth in the Amended and Restated Governance Agreement, dated as of December 16, 2001 (the “2001 Governance Agreement”).

WHEREAS, the Company, Liberty and Mr. Diller desire to establish in this Agreement certain provisions concerning Liberty’s and Mr. Diller’s relationships with the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Company, Liberty and Mr. Diller hereby agree as follows:

ARTICLE I

TRANSFEREES

No Third Party Transferee shall have any rights or obligations under this Agreement, except as specifically provided for in this Agreement and except that if such Third Party Transferee shall acquire Beneficial Ownership of more than 5% of the outstanding Total Equity Securities upon consummation of any Transfer or series of related Transfers from a Stockholder, to the extent such Stockholder has the right to Transfer a Demand Registration and assigns such right in connection with a Transfer, such Third Party Transferee shall have the right to initiate one or more Demand Registrations pursuant to Section 6.07 or any registration rights agreement that replaces or supersedes Section 6.07 (and shall be entitled to such other rights that a Stockholder would have applicable to such Demand Registration), subject to the obligations of such Stockholder applicable to such demand (and the number of Demand Registrations to which such Stockholder is entitled under Section 6.07 hereof shall be correspondingly decreased).

ARTICLE II

BOARD OF DIRECTORS AND RELATED MATTERS

Section 2.01. Board of Directors.

(a) Liberty shall have the right to nominate up to two Liberty Directors so long as Liberty Beneficially Owns at least 33,651,963 Equity Securities (so long as the Ownership Percentage of Liberty is at least equal to 15% of the Total Equity Securities. Liberty shall have the right to nominate one Liberty Director so long as Liberty Beneficially Owns at least 22,434,642 Equity Securities (so long as Liberty’s Ownership Percentage is at least equal to 5% of the Total Equity Securities).

(b) The Company shall cause each Liberty Director to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each Liberty Director, including soliciting proxies in favor of the election of such persons.

(c) Within a reasonable time prior to the filing with the Commission of its proxy statement or information statement with respect to each meeting of stockholders at which directors are to be elected, the Company shall, to the extent Liberty is entitled to representation on the Company’s Board of Directors in accordance with this Agreement, provide Liberty with the opportunity to review and comment on the information contained in such proxy or information statement applicable to the director nominees designated by Liberty.

(d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Liberty Director, Liberty shall have the right to designate a replacement Liberty Director to fill such vacancy, and the Company agrees to use its best efforts to cause such vacancy to be filled with the replacement Liberty Director so designated. Upon the written request of Liberty, each Stockholder shall vote (and cause each of the members of its Stockholder Group to vote, if applicable), or act by written consent with respect to, all Equity Securities Beneficially Owned by it and otherwise take or cause to be taken all actions necessary to remove the director designated by Liberty and to elect any replacement director designated by Liberty as provided in the first sentence of this Section 2.01(d). The parties hereto hereby acknowledge that as of the date of this Agreement there exist two vacancies with respect to which Liberty has the right to designate Liberty Directors in accordance with the terms of this Agreement and that, upon Liberty’s designation of Liberty Directors to fill such vacancies, the Company will use its best efforts to cause such vacancies to be filled within a reasonable period of time by such Liberty Directors so designated.

Section 2.02. Management of the Business. Except as indicated in Section 2.03 below or as required by Delaware law or the Certificate of Incorporation of the Company and the By-Laws and the agreements contemplated thereby, Mr. Diller, so long as he is CEO and has not become Disabled, will continue to have full authority to operate the day-to-day business affairs of the Company to the same extent as prior to the date hereof. The Company shall use its reasonable best efforts to cause one Liberty Director designated by Liberty for such purpose to be appointed as a member of a committee of the Board of Directors and, to the extent such person qualifies under applicable law (including stock exchange or NASDAQ requirements, as applicable, and tax laws) and Section 16(b) under the Exchange Act or other similar requirements, all committees and subcommittees of the Board of Directors that make determinations relating to the compensation of executives of the Company.

Section 2.03. Contingent Matters. So long as Liberty or Mr. Diller Beneficially Owns, in the case of Liberty, at least 29,912,856 Equity Securities (including all Equity Securities held by the BDTV Entities) (so long as such Ownership Percentage equals at least 5% of the Total Equity Securities), or, in the case of Mr. Diller, at least five million Company Common Shares with respect to which he has a pecuniary interest and the CEO Termination Date (as defined in the Amended and Restated Stockholders Agreement and not as defined in this Agreement) has not occurred and Mr. Diller has not become Disabled, neither the Company nor any Subsidiary

shall take any of the following actions (any such action, a “Contingent Matter”) without the prior approval of Mr. Diller and/or Liberty, whichever (or both) satisfy the foregoing Beneficial Ownership requirements:

(a) any transaction not in the ordinary course of business, launching new or additional channels or engaging in any new field of business, in any case, that will result in, or will have a reasonable likelihood of resulting in, Liberty or Mr. Diller or