UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Focus Media Holding Limited

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Jason Nanchun Jiang		JJ Media Investment Holding Limited
28-30/F Zhao Feng World Trade Building		28/F Zhao Feng World Trade Building
369 Jiang Su Road, Shanghai 200060, China		369 Jiang Su Road, Shanghai 200060, China
(86) 21-2216-4088		(86) 21-2216-4088

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		34415V109

⁽¹⁾ Includes 100,586,135 Ordinary Shares held in the name of Citi (Nominees) Limited and beneficially owned by JJ Media Investments Holding Ltd. in the form of ADSs. JJ Media Investments Holding Ltd. is 100%-owned by Jason Nanchun Jiang.

⁽²⁾ Includes collectively, the Ordinary Shares described in footnote (1).

⁽³⁾ Percentage calculated based on 668,267,925 Ordinary Shares outstanding.

CUSIP No.		34415V109

⁽⁴⁾ Includes 100,586,135 Ordinary Shares held in the name of Citi (Nominees) Limited and beneficially owned by JJ Media Investments Holding Ltd. in the form of ADSs.

⁽⁵⁾ Percentage calculated based on 668,267,925 Ordinary Shares outstanding.

     This amendment amends the Schedule 13D filed jointly with the Securities and Exchange Commission on February 5, 2010 (the “Original 13D”) by Jason Nanchun Jiang (“Mr. Jiang”) and JJ Media Investment Holding Limited (“JJ Media”, and together with Mr. Jiang, the “Reporting Persons”) with respect to Ordinary Shares, par value $0.00005 per ordinary share (the “Ordinary Shares”), and American Depositary Shares, each representing five Ordinary Shares (the “ADSs”) of Focus Media Holding Limited (the “Issuer”), as previously amended by an amendment to the Original 13D filed on September 10, 2010. This amendment is being made in connection with amendments to the Options Agreements originally entered into on September 7, 2010, as defined in Item 6 hereof, that will have the effect of postponing the expiration of a portion of each of the capped call transactions evidenced by the Options Agreements with expiration to resume in September 2011 and the effect of changing the timing of, and amount due upon, settlement of various components of the capped call transactions.

Item 3. Source and Amount of Funds or Other Consideration

     Item 3 is hereby amended and restated as follows:

     On September 7, 2010, JJ Media and Mr. Jiang entered into an Underwriting Agreement with the Issuer and Goldman, Sachs & Co., as underwriter, pursuant to which JJ Media agreed to sell 8,100,000 ADSs at a price of $18.90 per ADS under a Registration Statement on Form F-3 (File No. 169249) and a related prospectus supplement (the “Public Offering”). Of the 8,100,000 ADSs sold, 5,300,000 ADSs were purchased by Goldman, Sachs & Co. (the “underwriter”). The remaining 2,800,000 ADSs (“hedge shares”) were purchased by Goldman Sachs International or its affiliate (the “variable price seller”) with a view to offer such ADSs to the public.

     Upon the closing of the Public Offering on September 13, 2010, JJ Media received aggregate proceeds of $153,090,000. In connection with the closing of the Public Offering, JJ Media primarily used the proceeds of the Public Offering to (1) pay in full the Citi Loan of $99,400,000 and (2) purchase the capped call options relating to 10,100,000 ADSs described in Items 5 and 6 hereof.

     On June 22, 2011, JJ Media entered into amendments to the Options Agreements that will have the effect of postponing the expiration of a portion of each of the capped call transactions evidenced by the Options Agreements with expiration to resume in September 2011 and the effect of changing the timing of, and amount due upon, settlement of various components of the capped call transactions.

Item 5. Interest in Securities of the Issuer

     Item 5 is hereby amended and restated as follows:

     (a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

     As of the date hereof, Mr. Jiang beneficially owns in the aggregate 100,586,135 Ordinary Shares, representing approximately 15.05% of the outstanding Ordinary Shares of the Issuer. Mr. Jiang has sole power to vote and sole power to dispose as to all the 100,586,135 Ordinary Shares he beneficially owns.

     As of the date hereof, JJ Media beneficially owns in the aggregate 100,586,135 Ordinary Shares, representing approximately 15.05% of the outstanding Ordinary Shares of the Issuer. JJ Media has sole power to vote and sole power to dispose as to all the 100,586,135 Ordinary Shares it beneficially owns.

     (c) Amendment to the Options Agreements: On June 22, 2011, JJ Media entered into amendments to the Options Agreements that will have the effect of postponing the expiration of a portion of each of the capped call transactions evidenced by the Options Agreements with expiration to resume in September 2011 and the effect of changing the timing of, and amount due upon, settlement of various components of the capped call transactions.

     (d) Not applicable.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     Item 6 is hereby amended and restated as follows:

     Subscription for Shares in 2009 and Related Loan Arrangements

     On September 23, 2009, JJ Media and the Issuer entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Issuer issued and sold to JJ Media, and JJ Media subscribed for and purchased, 75,000,000 Ordinary Shares of the Issuer at a subscription price of $1.899 per share (equivalent to $9.495 per ADS). The aggregate subscription price was $142,425,000. The issuance was completed on November 19, 2009.

     JJ Media’s subscription was funded with the proceeds from a loan with a principal amount of $142,000,000 (the “Citi Loan”) made by Citibank, N.A. (the “Initial Lender”) under a margin loan agreement, dated as of November 13, 2009 (the “Citi Loan Agreement”), among JJ Media, the Lender, Citibank, N.A., as administrative agent, and Citibank, N.A., as collateral agent (the “Citi Collateral Agent”), of which $138,000,000 was drawn down, and through JJ Media’s personal funds. On December 9, 2009, pursuant to an agreement among JJ Media, the Initial Lender, and Nomura Securities International, Inc. (“Nomura”), the Initial Lender agreed to reduce its lending commitment by $42,600,000 and Nomura agreed to take up that portion of the commitment (the “Nomura Loan”). Nomura’s $42,600,000 commitment is set forth in a separate margin loan agreement, dated as of December 9, 2009 (the “Nomura Loan Agreement”, and together with the Citi Loan Agreement, the “Loan Agreements”), among JJ Media and Nomura, as lender (the “Nomura Lender”), administrative agent and collateral agent (the “Nomura Collateral Agent”).

     Pursuant to a security agreement, dated as of November 19, 2009 (the “Citi Security Agreement”), between JJ Media and the Citi Collateral Agent, JJ Media pledged and granted a security interest in 141,086,135 Ordinary Shares of the Issuer in the form of ADSs to the Citi Collateral Agent to secure its obligation under the Citi Loan Agreement. Pursuant to a personal guarantee, dated as of November 19, 2009 (the “Citi Personal Guarantee”), Mr. Jiang, as guarantor, agreed to guarantee the payment of all amounts, and the performance of all of JJ Media’s obligations, under the Citi Loan Agreement and the other loan documents. In addition, JJ Media issued a note, dated as of November 19, 2009 (the “Citi Note”), promising to pay to the Initial Lender on the maturity date the principal sum of the Citi Loan or, if less, the aggregate principal amount outstanding of the Loan made by the Lender under the Loan Agreement. On December 9, 2009, in connection with the assumption by Nomura of $42,600,000 of the Citi Loan (of which 41,400,000 had been drawn down), JJ Media entered into an additional set of documents with Nomura, including a security agreement, personal guarantee and note, substantially similar to those described above with regard to the $42,600,000 portion of the loan and 42,325,835 Ordinary Shares of the Issuer in the form of ADSs portion of the collateral that are the subject of the Nomura Loan Agreement.

     In order to perfect the security interest of the Citi Collateral Agent, JJ Media entered into a control agreement, dated as of November 19, 2009 (the “Citi Control Agreement”), with the Citi Collateral Agent and Citigroup Global Markets Inc. (“CGMI”), placing 13,217,227 Unrestricted ADSs (representing 66,086,135 Ordinary Shares of the Issuer), issued by Citibank N.A., as depositary, into the account of CGMI as collateral under the Citi Loan and having CGMI hold 15,000,000 Restricted ADS (representing 75,000,000 Ordinary Shares of the Issuer), issued by Citibank N.A., as depositary, for the Citi Collateral Agent as collateral under the Citi Loan. On December 9, 2009, JJ Media entered into a substantially similar control agreement with Nomura, placing 3,965,167 of the Unrestricted ADSs (representing 19,825,835 Ordinary Shares of the Issuer) into the account of Nomura as collateral agent under the Nomura Loan and having Nomura hold 4,500,000 of the Restricted ADSs (representing 22,500,000 Ordinary Shares of the Issuer) as collateral under the Nomura Loan.

     Public Offering, Capped Call Options, Swap, Pledge, Guaranty and Sales Plan

     (1) Public Offering: On September 7, 2010, JJ Media and Mr. Jiang entered into the Underwriting Agreement described in Item 3 hereof pursuant to which JJ Media agreed to sell 8,100,000 ADSs at a price of $18.90 per ADS. Of the 8,100,000 ADSs sold, 5,300,000 ADSs were purchased by Goldman, Sachs & Co.. The remaining 2,800,000 ADSs were purchased by Goldman Sachs International or its affiliate (the “variable price seller”) with a view to offer such ADSs to the public.

     (2) Capped Call Options: Concurrent with the pricing of the registered offering pursuant to the Public Offering described above, JJ Media entered into three capped call transaction confirmations (the “Options Agreements”) with the variable price seller pursuant to which, JJ Media purchased call options relating to 10,100,000 ADSs with a hedge reference price of $19.25 per ADS. The capped call options under the Options Agreements are divided into a number of components with different expiration dates. Upon the expiration of each component, JJ Media has the right to receive an amount in cash representing any excess of the lesser of the agreed-upon cap price and the volume-weighted average price of the ADSs for the applicable expiration date over the agreed-upon strike price for the capped call transaction. The cash amount receivable by JJ Media pursuant to the Options Agreements is subject to certain anti-dilution and other adjustments and modifications, including, without limitation, adjustments to the number of capped call options upon the occurrence of certain corporate events involving the Issuer or the ADSs. Under the original Options Agreements, such cash amount (in the aggregate for all components) is paid by the variable price seller to JJ Media on the third business day following the expiration date for the last component.

     (3) Swap: On September 7, 2010, JJ Media entered into a share swap transaction confirmation (the “Swap Agreement”) with GSI, with a maturity date on or about October 28, 2010, pursuant to which variable price seller acquired “long” exposure, and JJ Media acquired “short” exposure, to 2,000,000 ADSs. The notional amount of the swap was based on such number of ADSs and an initial price of $18.90 per ADS. Under a pledge and security agreement (the “Pledge Agreement”), JJ Media pledged 2,000,000 ADSs (the “Pledged Shares”) to secure its obligations under the Swap Agreement. JJ Media retained voting rights and rights to ordinary dividends under the Pledged Shares during the term of the pledge. The swap transaction was cash-settled. Upon settlement, JJ Media paid the variable price seller a fee on the notional amount at the USD Federal Funds Rate, and the variable price seller paid JJ Media the difference between the average of the volume-weighted average price of the ADSs over the valuation period and the initial price. Upon settlement, the Pledged Shares were released and returned to JJ Media.

     (4) Guaranty: On September 7, 2010, Mr. Jason Nanchun Jiang entered into a Guaranty (the “Guaranty”) in favor of GSI. The Guaranty was entered into to guarantee the payment of all amounts, and the performance of all obligations, by JJ Media under the Capped Call Options, Swap and the other transaction documents relating to the Capped Call Options and Swap.

     (5) 10b5-1 Plan: Concurrent with the pricing of the Public Offering, JJ Media entered into a share sale plan (the “Sales Plan”) in reliance on Rule 144 under the Securities Act and Rule 10b5-1 under the Exchange Act with a broker-dealer affiliate of GSI (the “Seller”). Under the Sales Plan, the Seller sold on behalf of JJ Media up to a maximum of 2,000,000 ADSs subject to the conditions and terms of the Sales Plan. The dates of the sales under the Sales Plan were intended to coincide with the valuation period under the Swap Agreement.

     Forms of the Underwriting Agreement, Options Agreements, Pledge Agreement, Swap Agreement, Guaranty and 10b5-1 Plan are attached as Exhibits 13, 14, 15, 16, 17 and 18, respectively, and are incorporated herein by reference.

     Amendment to the Options Agreements

     The information contained in Item 5(c) of this Schedule 13D is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit Number		Description of Exhibits
1.		Subscription Agreement, dated as of September 23, 2009, between JJ Media and the Issuer†
2.		Margin Loan Agreement, dated as of November 13, 2009, among JJ Media, the Initial Lender, Citibank, N.A., as administrative agent, and the Citi Collateral Agentα*
3.		Security Agreement, dated as of November 19, 2009, between JJ Media and the Citi Collateral Agentα*
4.		Control Agreement, dated as of November 19, 2009, among JJ Media, the Citi Collateral Agent and Citigroup Global Markets Inc.α
5.		Note, dated as of November 19, 2009, issued by JJ Media α
6.		Personal Guaranty of Jason Nanchun Jiang, dated as of November 19, 2009†
7.		The Agreement, dated as of December 9, 2009, among JJ Media, the Initial Lender and Nomuraα
8.		Margin Loan Agreement, dated as of December 9, 2009, among JJ Media and Nomura as lender, administrative agent, and collateral agentα*
9.		Security Agreement, dated as of December 9, 2009, between JJ Media and the Nomura Collateral Agentα*
10.		Control Agreement, dated as of December 9, 2009, among JJ Media and Nomura, as collateral agent and intermediary†
11.		Nomura Note, dated as of December 9, 2009, issued by JJ Mediaα
12.		Nomura Personal Guaranty of Jason Nanchun Jiang, dated as of December 9, 2009†
13.		Underwriting Agreement, dated as of September 7, 2010, among the Issuer, JJ Media, Jason Nanchun Jiang and Goldman, Sachs & Co. ††
14.		Capped Call Transaction Master Confirmation, dated September 7, 2010, between Goldman Sachs International and JJ Mediaα*
15.		Confirmations 1, 2 and 3, each dated September 7, 2010, between Goldman Sachs International and JJ Mediaα*
16.		Swap Confirmation, dated September 7, 2010, between Goldman Sachs International and JJ Mediaα
17.		Supplemental Swap Confirmation, dated September 7, 2010, between Goldman Sachs International and JJ Mediaα*
18.		Pledge and Security Agreement, dated as of September 7, 2010, between JJ Media and Goldman Sachs Internationalα
19.		Guaranty, dated as of September 7, 2010, between Jason Nanchun Jiang and Goldman Sachs Internationalα
20.		Sales Plan, dated as of September 7, 2010, between JJ Media and Goldman, Sachs & Co, and acknowledged by the Issuerα
21.		Amendments to Confirmations 1, 2 and 3, each dated June 22, 2011, between Goldman Sachs International and JJ Mediaβ
22.		Joint Filing Agreement

SIGNATURE

     After reasonable 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.

		/s/ Jason Nanchun Jiang
		Jason Nanchun Jiang
		JJ MEDIA INVESTMENT HOLDING LIMITED
		By:		/s/ Jason Nanchun Jiang
		Name:		Jason Nanchun Jiang
		Title:		Chairman

Exhibit 21

EXECUTION VERSION

AMENDMENT TO THE CONFIRMATION

To:		JJ Media Investment Holding Limited c/o Focus Media Holding Limited 28-30 /F, Zhao Feng World Trade Building 369 Jiangsa Road Shanghai 200050 People’s Republic of China
From:		Goldman Sachs International
Subject:		Capped Call Transaction 1
Ref. No:		SDB1631930669
Date:		June 22, 2011

     The purpose of this Amendment to the Confirmation (this “Amendment”) is to amend certain terms and conditions of the Transaction (as defined below) entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”).

     This Amendment amends, supplements and forms part of the Confirmation, dated as of September 7, 2010 (the “Confirmation”), between the Contracting Parties, in respect of a certain Capped Call Transaction 1 (the “Transaction”) relating to the Shares, supplementing the Master Confirmation, dated as of September 7, 2010, between the Contracting Parties (the “Master Confirmation”), as amended by the Amendment to the Master Confirmation, dated as of June 21, 2011 (the “First Amendment”) and as further amended or supplemented from time to time. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Confirmation or the Master Confirmation, as applicable.

     In consideration of the premises and the agreements, provisions and covenants contained in this Amendment, the Contracting Parties hereby agree as follows:

1. The effectiveness of the provisions of paragraphs 2, 3, 4 and 6 of this Amendment shall be subject to the following conditions (the time at which the last such condition is satisfied being the “Amendment Effective Time”):

	a.		At any time following the close of trading on the Exchange on the date of this Amendment and on or prior to 10:00 P.M., New York City time, on the date hereof, Underlying Shares Issuer shall have made a public announcement of the extension (and increase in size by USD 150 million) of its USD 300 million open market Share repurchase program (the “Share Repurchase Extension”);
	b.		At any time prior to the public announcement of the Share Repurchase Extension, Underlying Shares Issuer and GSI shall have executed a letter agreement in respect of certain matters relating to this Amendment; and
	c.		The representations and warranties of Underlying Shares Issuer contained in the letter agreement referenced in clause (b) above shall be true and correct as of the open of trading on the Exchange immediately following the public announcement of the Share Repurchase Extension.

2. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended as follows:

a.

For purposes of the Transaction to which the Confirmation relates, the definition in the Master Confirmation for each of the following defined terms is hereby replaced with the respective definition that follows:

	Cash Settlement:		Notwithstanding Section 8.1 of the Equity Definitions, on each Cash Settlement Payment Date for the Transaction, for the respective Components of the Transaction for such Cash Settlement Payment Date, GSI shall pay to Counterparty an amount equal to (i) the sum of the Option Cash Settlement Amounts for all such Components of the Transaction minus (ii) the aggregate amount paid to Counterparty by GSI for all such Components of the Transaction pursuant to the provisions opposite the caption “Cash Settlement Prepayment” in respect of each Periodic Prepayment Date occurring prior to such Cash Settlement Payment Date; provided that, if, as of any Cash Settlement Payment Date, Counterparty shall not have fulfilled its obligations under paragraph 7 of this Amendment, such Cash Settlement Payment Date shall be postponed to occur as of the first such date such obligations have been fulfilled; provided, further that, for the avoidance of doubt, the occurrence of the Cash Settlement Payment Date pursuant to clause (i) of the definition of Cash Settlement Payment Date will result in (x) full settlement of the Components of the Transaction with an Expiration Date occurring on or prior to [***] and (y) any 20% decrease in the “Number of Options” for the Transaction pursuant to the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation that is made after such Cash Settlement Payment Date not being made for any Component of the Transaction with an Expiration Date occurring on or prior to [***].
	Cash Settlement Payment Date:		(i) For each Component of the Transaction with an Expiration Date occurring on or prior to [***], the third (3rd) Currency Business Day following [***]; and (ii) for all other Components of the Transaction, the third (3rd) Currency Business day following the Expiration Date for such Component with the latest scheduled Expiration Date.
	Cash Settlement Prepayment:		On each Periodic Prepayment Date occurring prior to a Cash Settlement Payment Date for the Transaction, GSI shall pay to Counterparty an amount equal to the Periodic Prepayment Amount for the Transaction for such Periodic Prepayment Date.
	Estimated Cash Settlement Obligation:		(i) For the first Periodic Prepayment Date, an amount equal to the sum of the Option Cash Settlement Amounts for each Component of the Transaction with an Expiration Date occurring on or prior to [***]; and (ii) for each subsequent Periodic Prepayment Date, an amount equal to the Option Cash Settlement Amount for each Component of the Transaction for such Periodic Prepayment Date.

b.

For purposes of the Transaction to which the Confirmation relates, the definition of “Biweekly Prepayment Date” in the Master Confirmation is hereby deleted and replaced with the following:

Periodic Prepayment Date:

(i) For each Component of the Transaction with an Expiration Date occurring on or prior to [***]; and (ii) for each Component of the Transaction with an Expiration Date occurring after [***] and prior to the date one Settlement

Cycle immediately preceding the Cash Settlement Payment Date determined pursuant to clause (ii) of the definition of Cash Settlement Payment Date, the third (3rd) Currency Business Day following the Expiration Date for such Component; provided that, for the avoidance of doubt, there shall be no Periodic Prepayment Date for each Component of the Transaction with an Expiration Date occurring after [***] and on or prior to [***].

c.

For purposes of the Transaction to which the Confirmation relates, the definition of “Biweekly Prepayment Amount” in the Master Confirmation is hereby deleted and replaced with the following:

Periodic Prepayment Amount:

For each Periodic Prepayment Date, an amount equal to 80% of the Estimated Cash Settlement Obligation for such Periodic Prepayment Date.

d.

For purposes of the Transaction to which the Confirmation relates:

     (i) Each instance of the defined term “Biweekly Prepayment Date” in the Master Confirmation is hereby replaced with the defined term “Periodic Prepayment Date”;

     (ii) each instance of the defined term “Biweekly Prepayment Amount” in the Master Confirmation is hereby replaced with the defined term “Periodic Prepayment Amount”; and

     (iii) each instance of the phrase “the Cash Settlement Payment Date” in the Master Confirmation is hereby replaced with the phrase “any Cash Settlement Payment Date”.

3. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended by (i) replacing the table therein setting forth the Component Number of Options and scheduled Expiration Date for each Component of the Transaction to which the Confirmation relates with the table set forth in Attachment 1 hereto (which, for the avoidance of doubt, will result in a change in the Number of Components for the Transaction as specified therein) and (ii) replacing the date opposite the caption “Final Disruption Date” therein with the date “November 14, 2011”.

4. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation shall be amended by replacing the portion of the proviso in “Corporate Transaction Adjustment” from the beginning of such proviso to, and including, the words “any Component” immediately preceding the parenthetical “(the “Unwind Reference Period”)” in the fifth and sixth lines thereafter in its entirety with the following: “provided that, the occurrence of a Corporate Transaction Event or a Related Corporate Transaction Event during the period consisting of (x) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the scheduled Expiration Date specified for the first Component for any Transaction and concluding on the last Valuation Date to occur for any Component with a scheduled Expiration Date of [***], and (y) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the first scheduled Expiration Date for any Component of any Transaction scheduled to occur after [***] and concluding on the last Valuation Date to occur for any Component”.

5. (i) In connection with this Amendment, as of the date hereof, each Contracting Party repeats its representations contained in Section 3 of the Agreement and its representations, warranties and agreements contained in Section 6 of the Master Confirmation (except for Section 6(b)(i) of the Master Confirmation);

     (ii) Counterparty represents and warrants to, and agrees with, GSI, as of the open of trading on the Exchange immediately following the public announcement of the Share Repurchase Extension, that Counterparty is not aware of any material nonpublic information concerning Underlying Shares Issuer, the Shares or the Underlying Shares.

     (iii) For the avoidance of doubt, GSI hereby agrees that neither the entry into this Amendment by Counterparty nor any discussions or communications between the Contracting Parties regarding this Amendment shall be construed in any way as a breach by Counterparty of its agreement contained in Section 6(e) of the Master Confirmation.

6. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, GSI hereby agrees that the public announcement of the Share Repurchase Extension shall not be deemed to constitute a Corporate Transaction Event or a Related Corporate Transaction Event under the Master Confirmation.

7. In connection with the amendments contemplated hereby, by 5:00 P.M., New York City time, on the fifth (5th) Scheduled Trading Day immediately following the date hereof, Counterparty shall have delivered to GSI an opinion of British Virgin Islands counsel in form and substance reasonably satisfactory to GSI in respect of this Amendment.

8. This Amendment amends solely the terms and provisions of the Transaction, the Confirmation and the Master Confirmation set forth herein and nothing in this Amendment is intended or shall be construed as amending or waiving any other terms or provisions of the Transaction, the Confirmation, the Master Confirmation or any other rights of the Contracting Parties under the Transaction, the Confirmation or the Master Confirmation. The Contracting Parties acknowledge that each of the Transaction, the Confirmation and the Master Confirmation (each as amended by this Amendment) are in full force and effect and is hereby confirmed and ratified in all respects. References in the Master Confirmation and the Confirmation to the Transaction, to the Confirmation or to the Master Confirmation shall mean the Transaction, the Confirmation and the Master Confirmation as amended by this Amendment.

9. This Amendment and all matters arising in connection with this Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).

10. Counterparty hereby confirms that its Process Agent for the purpose of Section 13(c) of the Agreement is Law Debenture Corporate Services Inc.

11. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[Remainder of page left blank intentionally]

Counterparty hereby agrees to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Amendment, by manually signing this Amendment or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/1983.

Yours faithfully,

Agreed and Accepted By:

EXECUTION VERSION

ATTACHMENT 1

For each Component of the Transaction, the Component Number of Options and scheduled Expiration Date (and, solely for illustrative purposes, the expected prepayment date and the expected settlement date) are set forth below:

						Expected Prepayment		Expected Settlement
Component		Component Number of				Date (post [***]		Date (post [***]
Number		Options		Expiration Date		expiry 80%)		expiry 20%)
[***]		[***]		[***]		[***]		[***]

AMENDMENT TO THE CONFIRMATION

To:		JJ Media Investment Holding Limited c/o Focus Media Holding Limited 28-30 /F, Zhao Feng World Trade Building 369 Jiangsa Road Shanghai 200050 People’s Republic of China
From:		Goldman Sachs International
Subject:		Capped Call Transaction 2
Ref. No:		SDB1631930669
Date:		June 22, 2011

     The purpose of this Amendment to the Confirmation (this “Amendment”) is to amend certain terms and conditions of the Transaction (as defined below) entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”).

     This Amendment amends, supplements and forms part of the Confirmation, dated as of September 7, 2010 (the “Confirmation”), between the Contracting Parties, in respect of a certain Capped Call Transaction 2 (the “Transaction”) relating to the Shares, supplementing the Master Confirmation, dated as of September 7, 2010, between the Contracting Parties (the “Master Confirmation”), as amended by the Amendment to the Master Confirmation, dated as of June 21, 2011 (the “First Amendment”) and as further amended or supplemented from time to time. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Confirmation or the Master Confirmation, as applicable.

     In consideration of the premises and the agreements, provisions and covenants contained in this Amendment, the Contracting Parties hereby agree as follows:

1. The effectiveness of the provisions of paragraphs 2, 3, 4 and 6 of this Amendment shall be subject to the following conditions (the time at which the last such condition is satisfied being the “Amendment Effective Time”):

	a.		At any time following the close of trading on the Exchange on the date of this Amendment and on or prior to 10:00 P.M., New York City time, on the date hereof, Underlying Shares Issuer shall have made a public announcement of the extension (and increase in size by USD 150 million) of its USD 300 million open market Share repurchase program (the “Share Repurchase Extension”);
	b.		At any time prior to the public announcement of the Share Repurchase Extension, Underlying Shares Issuer and GSI shall have executed a letter agreement in respect of certain matters relating to this Amendment; and
	c.		The representations and warranties of Underlying Shares Issuer contained in the letter agreement referenced in clause (b) above shall be true and correct as of the open of trading on the Exchange immediately following the public announcement of the Share Repurchase Extension.

2. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended as follows:

a.

For purposes of the Transaction to which the Confirmation relates, the definition in the Master Confirmation for each of the following defined terms is hereby replaced with the respective definition that follows:

Cash Settlement:

Notwithstanding Section 8.1 of the Equity Definitions, on each Cash Settlement Payment Date for the Transaction, for the respective Components of the Transaction for such Cash Settlement Payment Date, GSI shall pay to Counterparty an amount equal to (i) the sum of the Option Cash Settlement Amounts for all such Components of the Transaction minus (ii) the aggregate amount paid to Counterparty by GSI for all such Components of the Transaction pursuant to the provisions opposite the caption “Cash Settlement Prepayment” in respect of each Periodic Prepayment Date occurring prior to such Cash Settlement Payment Date; provided that, if, as of any Cash Settlement Payment Date, Counterparty shall not have fulfilled its obligations under paragraph 7 of this Amendment, such Cash Settlement Payment Date shall be postponed to occur as of the first such date such obligations have been fulfilled; provided, further that, for the avoidance of doubt, the occurrence of the Cash Settlement Payment Date pursuant to clause (i) of the definition of Cash Settlement Payment Date will result in (x) full settlement of the Components of the Transaction with an Expiration Date occurring on or prior to [***] and (y) any 20% decrease in the “Number of Options” for the Transaction pursuant to the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation that is made after such Cash Settlement Payment Date not being made for any Component of the Transaction with an Expiration Date occurring on or prior to [***].

Cash Settlement Payment Date:

(i) For each Component of the Transaction with an Expiration Date occurring on or prior to [***], the third (3rd) Currency Business Day following [***]; and (ii) for all other Components of the Transaction, the third (3rd) Currency Business day following the Expiration Date for such Component with the latest scheduled Expiration Date.

Cash Settlement Prepayment:

On each Periodic Prepayment Date occurring prior to a Cash Settlement Payment Date for the Transaction, GSI shall pay to Counterparty an amount equal to the Periodic Prepayment Amount for the Transaction for such Periodic Prepayment Date.

Estimated Cash Settlement Obligation:

(i) For the first Periodic Prepayment Date, an amount equal to the sum of the Option Cash Settlement Amounts for each Component of the Transaction with an Expiration Date occurring on or prior to [***]; and (ii) for each subsequent Periodic Prepayment Date, an amount equal to the Option Cash Settlement Amount for each Component of the Transaction for such Periodic Prepayment Date.

b.

For purposes of the Transaction to which the Confirmation relates, the definition of “Biweekly Prepayment Date” in the Master Confirmation is hereby deleted and replaced with the following:

Periodic Prepayment Date:

(i) For each Component of the Transaction with an Expiration Date occurring on or prior to [***]; and (ii) for each Component of the Transaction with an Expiration Date occurring after [***] and prior to the date one Settlement

Cycle immediately preceding the Cash Settlement Payment Date determined pursuant to clause (ii) of the definition of Cash Settlement Payment Date, the third (3rd) Currency Business Day following the Expiration Date for such Component; provided that, for the avoidance of doubt, there shall be no Periodic Prepayment Date for each Component of the Transaction with an Expiration Date occurring after [***] and on or prior to [***].

c.

For purposes of the Transaction to which the Confirmation relates, the definition of “Biweekly Prepayment Amount” in the Master Confirmation is hereby deleted and replaced with the following:

Periodic Prepayment Amount:

For each Periodic Prepayment Date, an amount equal to 80% of the Estimated Cash Settlement Obligation for such Periodic Prepayment Date.

d.

For purposes of the Transaction to which the Confirmation relates:

     (i) Each instance of the defined term “Biweekly Prepayment Date” in the Master Confirmation is hereby replaced with the defined term “Periodic Prepayment Date”;

     (ii) each instance of the defined term “Biweekly Prepayment Amount” in the Master Confirmation is hereby replaced with the defined term “Periodic Prepayment Amount”; and

     (iii) each instance of the phrase “the Cash Settlement Payment Date” in the Master Confirmation is hereby replaced with the phrase “any Cash Settlement Payment Date”.

3. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended by (i) replacing the table therein setting forth the Component Number of Options and scheduled Expiration Date for each Component of the Transaction to which the Confirmation relates with the table set forth in Attachment 1 hereto (which, for the avoidance of doubt, will result in a change in the Number of Components for the Transaction as specified therein) and (ii) replacing the date opposite the caption “Final Disruption Date” therein with the date “November 14, 2011”.

4. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation shall be amended by replacing the portion of the proviso in “Corporate Transaction Adjustment” from the beginning of such proviso to, and including, the words “any Component” immediately preceding the parenthetical “(the “Unwind Reference Period”)” in the fifth and sixth lines thereafter in its entirety with the following: “provided that, the occurrence of a Corporate Transaction Event or a Related Corporate Transaction Event during the period consisting of (x) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the scheduled Expiration Date specified for the first Component for any Transaction and concluding on the last Valuation Date to occur for any Component with a scheduled Expiration Date of [***], and (y) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the first scheduled Expiration Date for any Component of any Transaction scheduled to occur after [***] and concluding on the last Valuation Date to occur for any Component”.

5. (i) In connection with this Amendment, as of the date hereof, each Contracting Party repeats its representations contained in Section 3 of the Agreement and its representations, warranties and agreements contained in Section 6 of the Master Confirmation (except for Section 6(b)(i) of the Master Confirmation);

     (ii) Counterparty represents and warrants to, and agrees with, GSI, as of the open of trading on the Exchange immediately following the public announcement of the Share Repurchase Extension, that Counterparty is not aware of any material nonpublic information concerning Underlying Shares Issuer, the Shares or the Underlying Shares.

     (iii) For the avoidance of doubt, GSI hereby agrees that neither the entry into this Amendment by Counterparty nor any discussions or communications between the Contracting Parties regarding this Amendment shall be construed in any way as a breach by Counterparty of its agreement contained in Section 6(e) of the Master Confirmation.

6. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, GSI hereby agrees that the public announcement of the Share Repurchase Extension shall not be deemed to constitute a Corporate Transaction Event or a Related Corporate Transaction Event under the Master Confirmation.

7. In connection with the amendments contemplated hereby, by 5:00 P.M., New York City time, on the fifth (5th) Scheduled Trading Day immediately following the date hereof, Counterparty shall have delivered to GSI an opinion of British Virgin Islands counsel in form and substance reasonably satisfactory to GSI in respect of this Amendment.

8. This Amendment amends solely the terms and provisions of the Transaction, the Confirmation and the Master Confirmation set forth herein and nothing in this Amendment is intended or shall be construed as amending or waiving any other terms or provisions of the Transaction, the Confirmation, the Master Confirmation or any other rights of the Contracting Parties under the Transaction, the Confirmation or the Master Confirmation. The Contracting Parties acknowledge that each of the Transaction, the Confirmation and the Master Confirmation (each as amended by this Amendment) are in full force and effect and is hereby confirmed and ratified in all respects. References in the Master Confirmation and the Confirmation to the Transaction, to the Confirmation or to the Master Confirmation shall mean the Transaction, the Confirmation and the Master Confirmation as amended by this Amendment.

9. This Amendment and all matters arising in connection with this Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).

10. Counterparty hereby confirms that its Process Agent for the purpose of Section 13(c) of the Agreement is Law Debenture Corporate Services Inc.

11. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[Remainder of page left blank intentionally

     Counterparty hereby agrees to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Amendment, by manually signing this Amendment or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/1983.

Yours faithfully,

Agreed and Accepted By:

ATTACHMENT 1

For each Component of the Transaction, the Component Number of Options and scheduled Expiration Date (and, solely for illustrative purposes, the expected prepayment date and the expected settlement date) are set forth below:

						Expected Prepayment		Expected Settlement
Component		Component Number				Date (post [***]		Date (post [***]
Number		of Options		Expiration Date		expiry 80%)		expiry 20%)
[***]		[***]		[***]		[***]		[***]

AMENDMENT TO THE CONFIRMATION

To:		JJ Media Investment Holding Limited c/o Focus Media Holding Limited 28-30 /F, Zhao Feng World Trade Building 369 Jiangsa Road Shanghai 200050 People’s Republic of China
From:		Goldman Sachs International
Subject:		Capped Call Transaction 3
Ref. No:		SDB1631930669
Date:		June 22, 2011

     The purpose of this Amendment to the Confirmation (this “Amendment”) is to amend certain terms and conditions of the Transaction (as defined below) entered into between Goldman Sachs International (“GSI”) and JJ Media Investment Holding Limited (“Counterparty”) (together, the “Contracting Parties”).

     This Amendment amends, supplements and forms part of the Confirmation, dated as of September 7, 2010 (the “Confirmation”), between the Contracting Parties, in respect of a certain Capped Call Transaction 3 (the “Transaction”) relating to the Shares, supplementing the Master Confirmation, dated as of September 7, 2010, between the Contracting Parties (the “Master Confirmation”), as amended by the Amendment to the Master Confirmation, dated as of June 21, 2011 (the “First Amendment”) and as further amended or supplemented from time to time. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Confirmation or the Master Confirmation, as applicable.

     In consideration of the premises and the agreements, provisions and covenants contained in this Amendment, the Contracting Parties hereby agree as follows:

1. The effectiveness of the provisions of paragraphs 2, 3, 4 and 6 of this Amendment shall be subject to the following conditions (the time at which the last such condition is satisfied being the “Amendment Effective Time”):

	a.		At any time following the close of trading on the Exchange on the date of this Amendment and on or prior to 10:00 P.M., New York City time, on the date hereof, Underlying Shares Issuer shall have made a public announcement of the extension (and increase in size by USD 150 million) of its USD 300 million open market Share repurchase program (the “Share Repurchase Extension”);
	b.		At any time prior to the public announcement of the Share Repurchase Extension, Underlying Shares Issuer and GSI shall have executed a letter agreement in respect of certain matters relating to this Amendment; and
	c.		The representations and warranties of Underlying Shares Issuer contained in the letter agreement referenced in clause (b) above shall be true and correct as of the open of trading on the Exchange immediately following the public announcement of the Share Repurchase Extension.

2. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended as follows:

a.

For purposes of the Transaction to which the Confirmation relates, the definition in the Master Confirmation for each of the following defined terms is hereby replaced with the respective definition that follows:

	Cash Settlement:		Notwithstanding Section 8.1 of the Equity Definitions, on each Cash Settlement Payment Date for the Transaction, for the respective Components of the Transaction for such Cash Settlement Payment Date, GSI shall pay to Counterparty an amount equal to (i) the sum of the Option Cash Settlement Amounts for all such Components of the Transaction minus (ii) the aggregate amount paid to Counterparty by GSI for all such Components of the Transaction pursuant to the provisions opposite the caption “Cash Settlement Prepayment” in respect of each Periodic Prepayment Date occurring prior to such Cash Settlement Payment Date; provided that, if, as of any Cash Settlement Payment Date, Counterparty shall not have fulfilled its obligations under paragraph 7 of this Amendment, such Cash Settlement Payment Date shall be postponed to occur as of the first such date such obligations have been fulfilled; provided, further that, for the avoidance of doubt, the occurrence of the Cash Settlement Payment Date pursuant to clause (i) of the definition of Cash Settlement Payment Date will result in (x) full settlement of the Components of the Transaction with an Expiration Date occurring on or prior to [***] and (y) any 20% decrease in the “Number of Options” for the Transaction pursuant to the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation that is made after such Cash Settlement Payment Date not being made for any Component of the Transaction with an Expiration Date occurring on or prior to [***].
	Cash Settlement Payment Date:		(i) For each Component of the Transaction with an Expiration Date occurring on or prior to [***], the third (3rd) Currency Business Day following [***]; and (ii) for all other Components of the Transaction, the third (3rd) Currency Business day following the Expiration Date for such Component with the latest scheduled Expiration Date.
	Cash Settlement Payment Date:		On each Periodic Prepayment Date occurring prior to a Cash Settlement Payment Date for the Transaction, GSI shall pay to Counterparty an amount equal to the Periodic Prepayment Amount for the Transaction for such Periodic Prepayment Date.
	Cash Settlement Payment Date:		(i) For the first Periodic Prepayment Date, an amount equal to the sum of the Option Cash Settlement Amounts for each Component of the Transaction with an Expiration Date occurring on or prior to [***]; and (ii) for each subsequent Periodic Prepayment Date, an amount equal to the Option Cash Settlement Amount for each Component of the Transaction for such Periodic Prepayment Date.

b.

For purposes of the Transaction to which the Confirmation relates, the definition of “Biweekly Prepayment Date” in the Master Confirmation is hereby deleted and replaced with the following:

Periodic Prepayment Date:

(i) For each Component of the Transaction with an Expiration Date occurring on or prior to [***]; and (ii) for each Component of the Transaction with an Expiration Date occurring after [***] and prior to the date one Settlement

Cycle immediately preceding the Cash Settlement Payment Date determined pursuant to clause (ii) of the definition of Cash Settlement Payment Date, the third (3rd) Currency Business Day following the Expiration Date for such Component; provided that, for the avoidance of doubt, there shall be no Periodic Prepayment Date for each Component of the Transaction with an Expiration Date occurring after [***] and on or prior to [***].

c.

For purposes of the Transaction to which the Confirmation relates, the definition of “Biweekly Prepayment Amount” in the Master Confirmation is hereby deleted and replaced with the following:

Periodic Prepayment Amount:

For each Periodic Prepayment Date, an amount equal to 80% of the Estimated Cash Settlement Obligation for such Periodic Prepayment Date.

d.

For purposes of the Transaction to which the Confirmation relates:

     (i) Each instance of the defined term “Biweekly Prepayment Date” in the Master Confirmation is hereby replaced with the defined term “Periodic Prepayment Date”;

     (ii) each instance of the defined term “Biweekly Prepayment Amount” in the Master Confirmation is hereby replaced with the defined term “Periodic Prepayment Amount”; and

     (iii) each instance of the phrase “the Cash Settlement Payment Date” in the Master Confirmation is hereby replaced with the phrase “any Cash Settlement Payment Date”.

3. Subject to paragraph 1 of this Amendment, the Confirmation is hereby amended by (i) replacing the table there1in setting forth the Component Number of Options and scheduled Expiration Date for each Component of the Transaction to which the Confirmation relates with the table set forth in Attachment 1 hereto (which, for the avoidance of doubt, will result in a change in the Number of Components for the Transaction as specified therein) and (ii) replacing the date opposite the caption “Final Disruption Date” therein with the date “November 14, 2011”.

4. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, the provisions opposite the caption “Corporate Transaction Adjustment” in the Master Confirmation shall be amended by replacing the portion of the proviso in “Corporate Transaction Adjustment” from the beginning of such proviso to, and including, the words “any Component” immediately preceding the parenthetical “(the “Unwind Reference Period”)” in the fifth and sixth lines thereafter in its entirety with the following: “provided that, the occurrence of a Corporate Transaction Event or a Related Corporate Transaction Event during the period consisting of (x) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the scheduled Expiration Date specified for the first Component for any Transaction and concluding on the last Valuation Date to occur for any Component with a scheduled Expiration Date of [***], and (y) the period commencing on the date that is ten (10) Scheduled Trading Days prior to the first scheduled Expiration Date for any Component of any Transaction scheduled to occur after [***] and concluding on the last Valuation Date to occur for any Component”.

5. (i) In connection with this Amendment, as of the date hereof, each Contracting Party repeats its representations contained in Section 3 of the Agreement and its representations, warranties and agreements contained in Section 6 of the Master Confirmation (except for Section 6(b)(i) of the Master Confirmation);

     (ii) Counterparty represents and warrants to, and agrees with, GSI, as of the open of trading on the Exchange immediately following the public announcement of the Share Repurchase Extension, that Counterparty is not aware of any material nonpublic information concerning Underlying Shares Issuer, the Shares or the Underlying Shares.

     (iii) For the avoidance of doubt, GSI hereby agrees that neither the entry into this Amendment by Counterparty nor any discussions or communications between the Contracting Parties regarding this Amendment shall be construed in any way as a breach by Counterparty of its agreement contained in Section 6(e) of the Master Confirmation.

6. Subject to paragraph 1 of this Amendment, for purposes of the Transaction to which the Confirmation relates, GSI hereby agrees that the public announcement of the Share Repurchase Extension shall not be deemed to constitute a Corporate Transaction Event or a Related Corporate Transaction Event under the Master Confirmation.

7. In connection with the amendments contemplated hereby, by 5:00 P.M., New York City time, on the fifth (5th) Scheduled Trading Day immediately following the date hereof, Counterparty shall have delivered to GSI an opinion of British Virgin Islands counsel in form and substance reasonably satisfactory to GSI in respect of this Amendment.

8. This Amendment amends solely the terms and provisions of the Transaction, the Confirmation and the Master Confirmation set forth herein and nothing in this Amendment is intended or shall be construed as amending or waiving any other terms or provisions of the Transaction, the Confirmation, the Master Confirmation or any other rights of the Contracting Parties under the Transaction, the Confirmation or the Master Confirmation. The Contracting Parties acknowledge that each of the Transaction, the Confirmation and the Master Confirmation (each as amended by this Amendment) are in full force and effect and is hereby confirmed and ratified in all respects. References in the Master Confirmation and the Confirmation to the Transaction, to the Confirmation or to the Master Confirmation shall mean the Transaction, the Confirmation and the Master Confirmation as amended by this Amendment.

9. This Amendment and all matters arising in connection with this Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).

10. Counterparty hereby confirms that its Process Agent for the purpose of Section 13(c) of the Agreement is Law Debenture Corporate Services Inc.

11. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[Remainder of page left blank intentionally]

Counterparty hereby agrees to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Amendment, by manually signing this Amendment or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/1983.

Yours faithfully,

Agreed and Accepted By:

ATTACHMENT 1

For each Component of the Transaction, the Component Number of Options and scheduled Expiration Date (and, solely for illustrative purposes, the expected prepayment date and the expected settlement date) are set forth below:

						Expected Prepayment		Expected Settlement
Component		Component Number				Date (post [***]		Date (post [***]
Number		of Options		Expiration Date		expiry 80%)		expiry 20%)
[***]		[***]		[***]		[***]		[***]

Exhibit 22

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Ordinary Shares and American Depositary Shares of Focus Media Holding Limited and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.

     The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

     In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 29th day of June, 2011.