Proposed Transaction

• Stock-for-stock transaction
• 0.75 DISH / GMH share (1.0B new DISH shares issued)
• Values Hughes at $32B*, including debt of $1.9B
• $42–$56B of additional present value to combined company from DirecTV / DISH Network synergies
• Economic ownership = 66% Hughes, 34% EchoStar
• Tax free to GM and GMH shareholders

Note: Based on the closing market price of DISH on the Nasdaq Stock Market on August 3, 2001.

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