FORM OF REORGANIZATION AGREEMENT

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Exhibit 2.1

FORM OF

REORGANIZATION AGREEMENT

between

Liberty Media Corporation

and

Liberty Entertainment, Inc.

Dated as of [                        ], 2009

TABLE OF CONTENTS

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EXHIBIT A—Form of Services Agreement
EXHIBIT B—Form of Tax Sharing Agreement
EXHIBIT C—Form of Revolving Credit Agreement

SCHEDULE 1.1—Restructuring Plan
SCHEDULE 2.1—Assumed Liabilities
SCHEDULE 2.2—Retained Liabilities

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FORM OF

REORGANIZATION AGREEMENT

        This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this " Agreement "), dated as of [                        ] 2009, is entered into by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (" LMC "), and LIBERTY ENTERTAINMENT, INC., a Delaware corporation (" LEI ").

        WHEREAS the parties desire to effect the transactions contemplated by this Agreement, including the Restructuring and the redemption (the " Redemption ") of 90% of the issued and outstanding shares of LMC's Series A Liberty Entertainment common stock, par value $.01 per share (" LMDIA "), and Series B Liberty Entertainment common stock, par value $.01 per share (" LMDIB " and, together with LMDIA, the " Liberty Entertainment Stock "), for stock of LEI, a wholly owned Subsidiary of LMC immediately prior to the effectiveness of the Redemption, subject to the conditions described herein;

        WHEREAS the transactions contemplated by this Agreement, including the Restructuring and the Redemption, (i) have been approved by LMC's board of directors and the applicable committees thereof (collectively, the " LMC Board "), and (ii) are expected to accomplish certain substantial business purposes of LMC and LEI (which business purposes are substantially unrelated to federal tax matters);

        WHEREAS this Agreement constitutes a "plan of reorganization" within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the " Code "), and the Treasury Regulations promulgated thereunder; and

        WHEREAS capitalized terms used herein and not defined in the accompanying text have the meanings ascribed thereto in Section 8.1 or in the text referenced in Section 8.2.

        NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, the parties to this Agreement hereby agree as follows:

ARTICLE I
REORGANIZATION AND DISTRIBUTION

1.1     Restructuring.     

        (a)   In accordance with and subject to the provisions of this Agreement and the General Corporation Law of Delaware (the " DGCL "), at or before the Closing, the parties will take, and as applicable will cause their respective Subsidiaries to take, all actions that are necessary or appropriate to accomplish each of the steps set forth in the Restructuring Plan attached hereto as Schedule 1.1 (the transactions contemplated by such steps, collectively, the " Restructuring "), in the order set forth therein, as soon as practicable after the conditions thereto have been satisfied or, to the extent waivable, waived.

        (b)   All the steps of the Restructuring and the Redemption are intended to be part of the same plan of reorganization even though there may be delays between certain of the steps.

1.2     Further Actions.     From and after the Redemption Date, upon the reasonable request of any party hereto, each other party hereto will promptly take, and as applicable will cause its Subsidiaries to promptly take, all commercially reasonable actions necessary or appropriate to accomplish the Restructuring and the Redemption and to give effect to the transactions provided for in this Agreement, including Schedule 1.1 hereto, in accordance with the purposes hereof.

1.3     Reorganization and Redemption Documents.     All documents and instruments used to effect the Restructuring and Redemption and otherwise to comply with this Agreement will be in form satisfactory to LMC, LEI and any additional signatories thereto, as applicable.

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1.4     Qualification as Reorganization.     For U.S. federal income tax purposes, (1) the Restructuring (together with all conversions, contributions and distributions contemplated by Schedule 1.1 to occur in connection therewith) is generally intended to be undertaken in manner so that no gain or loss is recognized, and (2) the Contribution and the Redemption is intended to qualify as a tax-free reorganization under Sections 368(a) and 355 of the Code.

1.5     Cash Contribution.     Immediately prior to the Redemption, LMC will cause LEI to hold, directly or indirectly, an amount of cash or cash equivalents equal to no less than the Split-Off Cash Amount.

ARTICLE II
ALLOCATION OF LIABILITIES

2.1     Assumed Liabilities.     Notwithstanding anything to the contrary contained herein, subject to and effective at the Closing, LMC hereby assigns to LEI, and LEI hereby assumes from LMC, the Liabilities identified on Schedule 2.1 (the " Assumed Liabilities ").

2.2     Retained Liabilities.     Notwithstanding anything to the contrary contained herein, subject to and effective at the Closing, LMC hereby retains and/or assumes the Liabilities identified on Schedule 2.2 (the " Retained Liabilities ").

ARTICLE III
REDEMPTION

3.1     The Redemption.     

        (a)   The LMC Board will have the authority (i) to effect the Redemption, subject to the conditions set forth in Section 3.2, or terminate the Redemption at any time prior to the Effective Time, (ii) to establish or change the record date (the " Record Date ") for the meeting of stockholders (the " Stockholder Meeting ") at which the holders of record of Liberty Entertainment Stock will be asked to vote on the Redemption in accordance with Section A.2.(f)(i) of the Restated Certificate of Incorporation of LMC (the " LMC Charter "), (iii) to establish or change the date of the Stockholder Meeting, (iv) to establish or change the date (the " Redemption Date ") and time (the " Effective Time ") at which the Redemption will be effective, and (v) prior to the Effective Time, to establish or change the procedures for effecting the Redemption, subject to any applicable provisions of the DGCL and the LMC Charter.

        (b)   On the Redemption Date, subject to the satisfaction or waiver, as applicable, of the conditions to the Redemption set forth in Section 3.2, LMC will redeem (i) 0.9 of each outstanding share of LMDIA for 0.9 of a share of LEI's Series A common stock, par value $0.01 per share (" LEI Series A Stock "), with 0.1 of each share of LMDIA remaining outstanding, and (ii) 0.9 of each outstanding share of LMDIB for 0.9 of a share of LEI's Series B common stock, par value $0.01 per share (" LEI Series B Stock " and together with the LEI Series A Stock, the " LEI Stock "), with 0.1 of each share of LMDIB remaining outstanding. In connection with the Restructuring, LEI will issue to LMC the applicable series and number of shares of LEI Stock necessary to effect the Redemption on the Redemption Date.

        (c)   No fractional shares of Liberty Entertainment Stock will be retained by holders of Liberty Entertainment Stock and no fractional shares of LEI Stock will be distributed, in each case, in connection with the Redemption. If any record holder of Liberty Entertainment Stock otherwise would be entitled to retain a fractional share of Liberty Entertainment Stock or receive a fractional share of LEI Stock in the Redemption, such record holder will instead receive cash in an amount equal to the product of the applicable fraction of a share multiplied by the average of the high and low sales prices of LMDIA on The NASDAQ Global Select Market on the Redemption Date. Any amounts payable in lieu of fractional shares pursuant to this Section 3.1(c) will be payable by LMC promptly following the

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receipt of notice from the Redemption Agent of the aggregate amount required to make such payments.

        (d)   LMC will provide notice of the Effective Time and Redemption Date to holders of Liberty Entertainment Stock in accordance with the requirements of Section A.2.(f)(iv) of the LMC Charter.

        (e)   LMC will take all such action as may be necessary or appropriate under state and foreign securities and "blue sky" laws to permit the Redemption to be effected in compliance, in all material respects, with such laws.

        (f)    Promptly following the Effective Time, LMC will cause the Redemption Agent (i) to exchange the applicable series and number of shares of Liberty Entertainment Stock held in book-entry form as of the Effective Time for the applicable series and number of shares of LEI Stock, and (ii) to mail to the holders of record of certificated shares of Liberty Entertainment Stock as of the Redemption Date a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the redeemed shares of Liberty Entertainment Stock will pass, only upon proper delivery of the certificates representing such shares to the Redemption Agent) with instructions for use in effecting the surrender of the redeemed shares of Liberty Entertainment Stock.

        (g)   Shares of LEI Stock that are exchanged in the Redemption for shares of Liberty Entertainment Stock will be deemed to have been issued as of the Effective Time; provided, that until the surrender of any certificate representing redeemed shares of Liberty Entertainment Stock for shares of LEI Stock, LEI may withhold and accumulate any dividends or distributions which become payable with respect to such shares of LEI Stock pending the surrender of such certificate.

3.2     Conditions to the Redemption.     The obligation of LMC to effect the Redemption is subject to the following conditions (none of which may be waived except the conditions listed in clause (g) below):

        (a)   a proposal to approve the Redemption (the " Redemption Proposal ") shall have been approved (the " Redemption Approval ") by a majority of the aggregate voting power of the shares of Liberty Entertainment Stock outstanding on the Record Date for the Stockholder Meeting that are present, in person or by proxy, at the Annual Meeting, voting together as a separate class;

        (b)   LMC shall have received a private letter ruling from the IRS (which ruling shall not have been withdrawn, invalidated or modified in an adverse manner) and a tax opinion from Skadden, Arps, Slate, Meagher & Flom LLP, in form and substance reasonably acceptable to LMC, substantially to the effect that the Contribution and the Redemption will qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code; no gain or loss will be recognized by LMC upon the distribution of LEI Stock; and no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Entertainment Stock upon the exchange of shares of Liberty Entertainment Stock for shares of LEI Stock (except with respect to cash received in lieu of fractional shares);

        (c)   LMC shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, in form and substance reasonably acceptable to LMC, to the effect that the Redemption will not affect the tax-free treatment under Sections 355 and/or 368(a)(1)(D) of the Code of, and will not cause Section 355(e) of the Code to apply to, (i) the exchange of stock of News Corporation for stock of Greenlady Corp. that was effected between News Corporation and Subsidiaries of LMC on February 27, 2008 (the " News Exchange ") or (ii) any of the internal distributions of the stock of Greenlady Corp. that were effected by Subsidiaries of News Corporation in connection with the News Exchange;

        (d)   the Registration Statement on Form S-4 (the " Registration Statement ") of LEI relating to the distribution of shares of LEI Stock in the Redemption shall be effective under the Securities Act and the registration of the LEI Stock under Section 12(b) of the Exchange Act shall be effective;

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        (e)   the LEI Stock shall have been approved for listing on The Nasdaq Stock Market (the " Nasdaq ");

        (f)    the transfer of control of certain Federal Communications Commission (" FCC ") licenses held by certain investees to be held by LEI upon completion of the Restructuring shall have been approved by the FCC; and

        (g)   any other regulatory approvals (" Other Regulatory Approvals ") that the LMC Board determines to obtain shall have been so obtained (or all relevant waiting periods with respect thereto shall have expired).

3.3     Treatment of Outstanding Equity Awards.     

        (a)   Certain Persons have been granted options to purchase shares of Liberty Entertainment Stock, stock appreciation rights with respect to shares of Liberty Entertainment Stock, and restricted shares of Liberty Entertainment Stock pursuant to various stock incentive plans administered by the LMC Board.

        (b)    Options .    As of the Redemption Date, each outstanding option to purchase shares of Liberty Entertainment Stock (each, an " Outstanding Liberty Entertainment Option ") will be split, automatically, into two option awards:

          (i)  an option award (an " LEI Option ") to purchase the number and series of whole shares of LEI Stock which the holder would have received on the Redemption Date with respect to the shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment Option if the holder had exercised such Outstanding Liberty Entertainment Option immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number; and

         (ii)  an adjusted option award (an " Adjusted Liberty Entertainment Option ") to purchase the number and series of whole shares of Liberty Entertainment Stock which the holder would have retained immediately following the Redemption Date had the holder exercised such Outstanding Liberty Entertainment Option immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number.

        The aggregate intrinsic value of each Outstanding Liberty Entertainment Option will be allocated between the LEI Option and the Adjusted Liberty Entertainment Option, in each case, with any fraction of a cent in the resulting exercise price rounded up, in accordance with the formula set forth on Schedule 3.3 .

        All other terms of the LEI Options and related Adjusted Liberty Entertainment Options (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding Outstanding Liberty Entertainment Option, except (A) as described above and (B) that the options will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the holders of one or more series of LMC common stock (subject to any acceleration of vesting otherwise provided or permitted by the terms of such award).

        (c)     SARs.     As of the Redemption Date, each outstanding stock appreciation right related to Liberty Entertainment Stock (an " Outstanding Liberty Entertainment SAR ") will be split, automatically, into two stock appreciation right awards:

          (i)  a stock appreciation right award (an " LEI SAR ") related to the number and series of whole shares of LEI Stock which the holder would have received on the Redemption Date with respect to the shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR had the holder owned such Liberty Entertainment shares immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number; and

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         (ii)  an adjusted stock appreciation right award (an " Adjusted Liberty Entertainment SAR ") related to the number and series of whole shares of Liberty Entertainment Stock which the holder would have retained immediately following the Redemption Date had the holder owned the number and series of shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number.

        The aggregate intrinsic value of each outstanding Liberty Entertainment SAR held will be allocated between the LEI SAR and the Adjusted Liberty Entertainment SAR, in each case, with any fraction of a cent in the resulting base price rounded up, in accordance with the formula set forth on Schedule 3.3 .

        All other terms of a holder's LEI SARs and related Adjusted Liberty Entertainment SARs (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding outstanding Liberty Entertainment SAR, except (A) as described above and (B) that the SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the holders of one or more series of LMC common stock (subject to any acceleration of vesting otherwise provided or permitted by the terms of such award).

        (d)     Restricted Stock.     As of the Redemption Date, Liberty Entertainment Stock subject to restricted stock awards will be redeemed in the same proportion as outstanding, unrestricted shares of Liberty Entertainment Stock. As a result, 0.9 of each restricted share of Liberty Entertainment Stock will be redeemed for 0.9 of a share of the corresponding series of LEI Stock, and the remaining 0.1 of each restricted share of Liberty Entertainment Stock will be retained by the holder, subject to cash, in each case, in lieu of fractional shares.

        The terms of the LEI restricted shares (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding Liberty Entertainment restricted shares, except that the LEI restricted shares will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the holders of one or more series of LMC common stock (subject to any acceleration of vesting otherwise provided or permitted by the terms of such award).

        (e)   From and after the Redemption Date, LMC will have sole responsibility with respect to all equity incentive awards relating to Liberty Entertainment Stock and LEI will have sole responsibility with respect to all equity incentive awards relating to LEI Stock.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

4.1     Representations and Warranties of the Parties.     Each party hereto represents and warrants to the other as follows:

        (a)     Organization and Qualification.     Such party is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, has all requisite corporate power and authority to own, use, lease or operate its properties and assets, and to conduct the business heretofore conducted by it, and is duly qualified to do business and is in good standing in each jurisdiction in which the properties owned, used, leased or operated by it or the nature of the business conducted by it requires such qualification, except in such jurisdictions where the failure to be so qualified and in good standing would not have a material adverse effect on its business, financial condition or results of operations or its ability to perform its obligations under this Agreement.

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        (b)     Authorization and Validity of Agreement.     Such party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the agreements and instruments required to effect the Restructuring (and to which it is to be a party) (the " Restructuring Agreements ") and the agreements to be delivered by it at the Closing pursuant to Section 6.3 (the " Other Agreements "). The execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors, managing members or analogous governing body of such party and, to the extent required by law, its stockholders or members, and no other corporate or other action on its part is necessary to authorize the execution and delivery by such party of this Agreement, the Restructuring Agreements and the Other Agreements, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Restructuring Agreements and each of the Other Agreements, when executed and delivered, will be, duly executed and delivered by such party and each is, or will be, a valid and binding obligation of such party, enforceable in accordance with its terms.

4.2     No Approvals or Notices Required; No Conflict with Instruments.     Other than as set forth in Schedule 4.2 , the execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of its assets pursuant to the terms of, the charter or bylaws (or such similar formation or governance instruments) of such party, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its assets are bound, or any law, rule, regulation, judgment, order or decree of any court or governmental authority having jurisdiction over it or its properties.

4.3     No Other Reliance.     In determining to enter into this Agreement, the Restructuring Agreements and the Other Agreements, and to consummate the transactions contemplated hereby and thereby, such party has not relied on any representation, warranty, promise or agreement other than those expressly contained herein or therein, and no other representation, warranty, promise or agreement has been made or will be implied.

ARTICLE V
COVENANTS

5.1     Cross-Indemnities.     

        (a)   LEI hereby covenants and agrees, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify and hold harmless LMC from and against any Losses incurred by the LMC Entities to the extent arising out of or resulting from:

          (i)  the assets and businesses owned or operated by the LEI Entities as of the Closing (the " LEI Business and Assets "), including any such Losses to the extent resulting from any Liability of the LEI Entities, whether incurred before or after the Closing;

         (ii)  the Assumed Liabilities;

        (iii)  the ownership or operation of any business or assets of, or any Liabilities of, LEI and its Subsidiaries (including with respect to any Person that becomes a Subsidiary of LEI following the Closing) to the extent arising following the Closing; or

        (iv)  any breach by LEI of any representation, warranty, covenant or agreement of LEI contained herein or in any Restructuring Agreement or the Services Agreement;

in each case, excluding any Retained Liabilities.

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        (b)   LMC hereby covenants and agrees, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify and hold harmless LEI from and against any Losses incurred by the LEI Entities to the extent arising out of or resulting from:

          (i)  the assets and businesses owned or operated by the LMC Entities, including any such Losses to the extent resulting from any Liability of the LMC Entities, whether incurred before or after the Closing;

         (ii)  the Retained Liabilities;

        (iii)  the ownership or operation of the business or assets of, or the Liabilities of, LMC and its Subsidiaries (including with respect to any Person that becomes a Subsidiary of LMC following the Closing) to the extent arising following the Closing; or

        (iv)  any breach by LMC of any representation, warranty, covenant or agreement of LMC contained herein or in any Restructuring Agreement or the Services Agreement;

in each case, excluding any Assumed Liabilities.

        (c)   The indemnification provisions set forth in Sections 5.1(a) and (b) are not intended to cover (i) any acts or activities that constitute fraud or willful misconduct or any breach of any representation, warranty, covenant or agreement (other than any such breach included on Schedule 2.1 ), in each case, by an Indemnitee or a Subsidiary of an Indemnitee; (ii) any Losses the responsibility for which is expressly covered by a Restructuring Agreement or Other Agreement, including the Tax Sharing Agreement or the Revolving Credit Agreement; (iii) any Losses incurred by any LEI Entity pursuant to any contractual obligation (other than the Restructuring Agreements or the Other Agreements) existing on or after the Closing Date between (x) LMC or any of its Affiliates, on the one hand, and (y)(A) LEI or any of its Affiliates or (B) DTV or any of its Affiliates, on the other hand; and (iv) any Losses incurred by any LMC Entity pursuant to any contractual obligation (other than the Restructuring Agreements or Other Agreements) existing on or after the Closing Date between (x) LMC or any of its Affiliates, on the one hand, and (y)(A) LEI or any of its Affiliates or (B) DTV or any of its Affiliates, on the other hand.

        (d)   (i) In connection with any indemnification provided for in this Section 5.1, the party seeking indemnification (the " Indemnitee ") will give the party from which indemnification is sought (the " Indemnitor ") prompt notice whenever it comes to the attention of the Indemnitee that the Indemnitee has suffered or