GSN-FUN Deal Overview January 2009

1 Executive Summary SPE is recommending a combination of GSN (50/50 held by SPE and Liberty) and Fun Technologies (100% owned by Liberty) into a single entity in which SPE will hold a 35% stake The transaction is expected to close in March 2009, with a FMV put/call exercisable in 2012 The transaction would position GSN for near-term growth while capturing immediate value for SPE –GSN would realize synergies through a merger with FUN (in its internet businesses and in senior management) –The combination would provide SPE $27MM in cash and a gain of $70-$80MM for sale of 15% of GSN (30% of SPE’s 50% stake) –Governance would remain unchanged despite SPE retaining only 35% of combined business SPE believes a future exit of GSN is appropriate; now is the best time to structure that exit –SPE currently holds a non-controlling, unconsolidated stake in this standalone cable network –As a standalone network, GSN faces strong competition and does not enjoy the economies of scale of networks owned by large media conglomerates –Governance structure and lack of consolidation make it challenging for either owner to commit to broader organizational leverage or potential contributions of capital for growth/acquisitions –Liberty’s desire to consolidate GSN into its new spin-off entity presents SPE with additional leverage if we act now –A tail commitment for content license subsequent to exit would be negotiated

2 GSN Will Realize Synergies Via Combination with FUN FUN Technologies Assets to be Contributed World’s largest skill games network with more than 30 million registered players Hosts online cash competitions in popular casual games Provides co-branded game portals and services to large games and lifestyle Web sites, including AOL Games, EA.com/Pogo and Games.com, and GSN Specializes in developing and licensing Flash-based casual games Attracts approximately 4.6 million unique visitors per month from 19 countries worldwide FUN’s game development expertise will enable GSN to quickly roll-out interactive versions of GSN properties Worldwinner’s hosting capabilities will continue to improve GSN.com cost efficiency Large network of Worldwinner registered users are a similar demographic to GSN viewers enabling cross-promotion of GSN/FUN properties Value to GSN Joint management team will enable GSN to execute a multi-platform strategy

3 SPE will be paid $90MM for 15% of GSN and pay $63MM for 35% of FUN, with a positive net cash impact of $27MM SPE and Liberty will contribute their interests in FUN into GSN; leaving SPE 35% of the combined entity SPE would recognize a gain of roughly $70MM on GSN based on a $600MM valuation - Based on GSN’s estimated dividend range for the period ending 3/31/2009, the gain could exceed $80MM The transaction will include a put / call provision starting 3 years from close At 35% ownership of GSN/FUN SPE will retain all governance rights permitted prior to the swap The Transaction Is Being Structured To Capture Immediate Value GSNFUN $600MM$180MMValuation 1 % Sold / Bought15%35% Cash to (from) SPE$90MM($63MM) GSN $90.0MM Sale of 15% of GSN (A) SPE % Sold (15% of GSN = 15% of our stake) SPE’s Net Book Value 11/30/08 $49.5MM SPE’s Est. Net Book Value 3/31/09 $55.3MM 30% $73.4MMGain to SPE (A – B) 1 1) GSN / FUN valuations and gain calculation pending PWC review 2) Prior to the transaction, SPE maintains a 50% stake in GSN and has no ownership in FUN Est. Equity Earnings 12/08 – 3/09 $5.8MM SPE’s Est. Net Book Value Sold (B)$16.6MM TRANSACTION ECONOMICSESTIMATED GAIN CALCULATION (50% Ownership) $27MMNet Cash to SPE Interim SPE Stake35% SPE Stake in GSN/FUN35%

4 An Exit and Resulting Single Ownership Will Maximize Long-term Value For GSN; Now is the Time to Structure an Exit Benefits of Ownership by a Single Strategic Benefits of Structuring an Exit Now 100% ownership by Liberty or SPE would create synergies; however Liberty synergies are likely greater due to: –Cross promotion with other Liberty channels –Carriage negotiations / channel positioning on DirecTV –International synergies with Chellomedia and Liberty Global –Overhead synergies 50 / 50 ownership limits level of commitment received –GSN has not yet been able to reach agreement with DirecTV for carriage on market terms despite Libery’s ownership of DiretTV Liberty has a strong need to merge FUN with GSN –Liberty acquired FUN at an average valuation of $298MM (Acquired 53% at a $367MM valuation in March 2006; Acquired the remainder at roughly $220MM valuation in December 2007) –Without the synergies that GSN will provide, Liberty is unlikely to generate an acceptable return on this acquisition Liberty seeks a path to consolidate GSN earnings in order to bolster earnings in its planned spin-off stock Independent cable networks forgo the benefits of networks owned by larger media conglomerates Liberty’s immediate goals provide us increased leverage

5 DATE MAJOR MILESTONES 1/16 Liberty provided draft of long-form 1/30 Technical diligence complete 2/6 Valuation analysis completed by EY, preliminary review by PWC 2/13 Legal diligence complete 2/20 Long-form substantially finalized 2/27 SCA reviews approval 2/27 Preliminary systems changes implemented 3/14 Deal closed Targeted Deal Timing