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EXHIBIT 10.2

FIRST AMENDMENT TO

TAX SHARING AGREEMENT

by and among

AT&T CORP.,

LIBERTY MEDIA CORPORATION,
for itself and each member of the Liberty Group,

TELE-COMMUNICATIONS, INC.,

LIBERTY VENTURES GROUP LLC,

LIBERTY MEDIA GROUP LLC,

TCI STARZ, INC.,

TCI CT HOLDINGS, INC,

and

each Covered Entity listed on the signature pages hereof,

dated as of May 28, 1999

        This First Amendment, dated as of May 28, 1999 (this "First Amendment"), to the Tax Sharing Agreement, dated as of March 9, 1999 (the "Agreement"), is entered into by and among AT&T Corp., a New York corporation ("AT&T"), Liberty Media Corporation, a Delaware corporation ("Liberty"), for itself and on behalf of each member of the Liberty Group, Tele-Communications, Inc., a Delaware corporation, Liberty Ventures Group LLC, a Delaware limited liability company, Liberty Media Group LLC, a Delaware limited liability company, TCI Starz, Inc., a Colorado corporation, TCI CT Holdings, Inc., a Delaware corporation, each Covered Entity listed on the signature pages hereof, and each entity which becomes a party to the Agreement pursuant to Section 23 thereto. Unless otherwise stated herein, capitalized terms used in this First Amendment shall have the meaning ascribed to such terms in the Agreement.

        WHEREAS, the parties have entered into the Agreement which governs the sharing, allocation and reimbursement of federal, state, local and foreign taxes by the members of the Common Stock Group and the Liberty Group; and

        WHEREAS, AT&T intends to acquire The Associated Group, Inc., a Delaware corporation ("AGI"), in a transaction qualifying as a tax-free reorganization under Section 368(a) of the Code (the "AGI Acquisition") pursuant to an Agreement and Plan of Merger dated as of May 28, 1999 (the "AGI Merger Agreement") for and on behalf of the Liberty Group; and

        WHEREAS, certain members of the Liberty Media Group are negotiating a form of letter (in the form approved in writing by AT&T, the "Telewest Letter") to Microsoft Corporation ("Microsoft") relating to the interest currently held by MediaOne Group, Inc. in Telewest that calls for the negotiation, execution and delivery of certain agreements, instruments and other documents that give effect to the arrangements described therein (collectively, and including the obligations to which Microsoft would succeed pursuant to the second paragraph of the Telewest Letter, but in each case only to the extent approved in writing by AT&T, the "Microsoft/Telewest Arrangements"); and

        WHEREAS, the parties intend that any Tax Items arising from or relating to the AGI Acquisition, including any Tax Items of AGI or any of its direct or indirect assets or subsidiaries, shall be considered Tax Items attributable to the Liberty Group except to the extent set forth herein; and

        WHEREAS, the parties intend that any Tax Items arising from or relating to the Microsoft/Telewest Arrangements shall be considered Tax Items attributable to the Common Stock Group except to the extent set forth herein; and

        WHEREAS, the parties now wish to amend the Agreement in certain respects to clarify the intent of the parties with respect to the sharing, allocation and reimbursement of federal, state, local and foreign taxes by the members of the Common Stock Group and the Liberty Group and to make such other amendments, as provided herein;

        NOW, THEREFORE, the parties hereby agree as follows:

        1.     The Agreement is amended by inserting in Section 1(z) the words ", as amended" after the words "as of the date hereof" and before the period.

        2.     The Agreement is amended by deleting the first sentence of Section 3(d)(i) and adding in lieu thereof the following:

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        3.     The Agreement is amended by inserting in Section 3(d)(ii) the words ", as amended," after the words "dated February 11, 1999" and before the words "among AT&T, TCI and Liberty."

        4.     The Agreement is amended by deleting Section 9(b) and adding in lieu thereof a new sentence as follows:

        5.     Except as otherwise expressly provided herein, the Agreement shall continue in full force and effect without modification.

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        IN WITNESS WHEREOF, each of the parties has caused this First Amendment to be executed by its respective duly authorized officer as of the date first set forth above.

    AT&T CORP.

 
 
By:
 
 
    Name:    
    Title:    

 
 
LIBERTY MEDIA CORPORATION, for itself and for
each member of the Liberty Group

 
 
By:
 
  
    Name:    
    Title:    

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Each of the Covered Entities listed below on this page hereby executes this First Amendment as a member of the Liberty Group to acknowledge that such Person is bound by this First Amendment as a member of the Liberty Group:

    TCI WIRELESS HOLDINGS, INC.

 
 
By:
 
 
    Name:    
    Title:    

 
 
TCIP, INC.

 
 
By:
 
  
    Name:    
    Title:    

 
 
TCI INTERACTIVE, INC.

 
 
By:
 
  
    Name:    
    Title:    

 
 
SILVER SPUR LAND AND CATTLE CO.

 
 
By:
 
 
    Name:    
    Title:    

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    TELE-COMMUNICATIONS, INC.

 
 
By:
 
 
    Name:    
    Title:    

 
 
LIBERTY VENTURES GROUP LLC

 
 
By:
 
  
    Name:    
    Title:    

 
 
LIBERTY MEDIA GROUP LLC

 
 
By:
 
  
    Name:    
    Title:    

 
 
TCI STARZ, INC.

 
 
By:
 
 
    Name:    
    Title:    

 
 
TCI CT HOLDINGS, INC.

 
 
By:
 
  
    Name:    
    Title:    

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