March 31, 2009

Dear Shareholder:

It is a pleasure for me to extend to you an invitation to attend the 2009 Annual Meeting of Shareholders of DISH Network Corporation. The Annual Meeting will be held on May 11, 2009, at 12:00 noon, local time, at DISH Network’s headquarters located at 9601 S. Meridian Blvd., Englewood, Colorado 80112.

The enclosed Notice of 2009 Annual Meeting of Shareholders and Proxy Statement describe the proposals to be considered and voted on at the Annual Meeting. During the Annual Meeting, we also will review DISH Network’s operations and other items of general interest regarding the corporation.

We hope that all shareholders will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting personally, it is important that you be represented. To ensure that your vote will be received and counted, please vote electronically through the Internet, by mail or by telephone, by following the instructions included with your proxy card.

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support and interest in DISH Network. I look forward to seeing you at the Annual Meeting.

Charles W. Ergen
Chairman, President and Chief Executive Officer

NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of DISH Network Corporation:

The Annual Meeting of Shareholders of DISH Network Corporation will be held on May 11, 2009, at 12:00 noon, local time, at our headquarters located at 9601 S. Meridian Blvd., Englewood, Colorado 80112, to consider and vote upon:

	1.		The election of eight directors to our Board of Directors;
	2.		The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009;
	3.		A proposal to approve our 2009 Stock Incentive Plan;
	4.		A proposal to approve amendments to existing equity plans to allow for stock award exchange programs; and
	5.		Any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You may vote on these matters in person or by proxy. Whether or not you plan to attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:

	•		Vote by telephone, or electronically through the Internet, by following the instructions included with your proxy card; or
	•		Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope.

Only shareholders of record at the close of business on March 16, 2009 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment of the meeting. We anticipate first mailing our proxy statement and proxy card on or about March 31, 2009.

By Order of the Board of Directors

R. STANTON DODGE
Executive Vice President, General Counsel and Secretary

March 31, 2009

9601 S. Meridian Blvd. • Englewood, Colorado 80112 • Tel: (303) 723-1000 • Fax: (303) 723-1999

PROXY STATEMENT
OF
DISH NETWORK CORPORATION

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card are being furnished to you in connection with the 2009 Annual Meeting of Shareholders (the “Annual Meeting”) of DISH Network Corporation (“DISH Network,” “we,” “us,” “our” or the “Corporation”). The Annual Meeting will be held on May 11, 2009, at 12:00 noon, local time, at our headquarters located at 9601 S. Meridian Blvd., Englewood, Colorado 80112.

This Proxy Statement is being sent or provided on or about March 31, 2009, to holders of record at the close of business on March 16, 2009 of our Class A Common Stock (the “Class A Shares”) and Class B Common Stock (the “Class B Shares”).

Your proxy is being solicited by our Board of Directors (the “Board” or “Board of Directors”). It may be revoked by written notice given to our Secretary at our headquarters at any time before being voted. You may also revoke your proxy by submitting a proxy with a later date or by voting in person at the Annual Meeting. To vote by mail, please complete the accompanying proxy card and return it to us as instructed in the proxy card. To vote using the telephone or electronically through the Internet, please refer to the instructions included with the proxy card. Votes submitted by mail, telephone or electronically through the Internet must be received by 11:59 p.m., Eastern Time, on May 10, 2009. Submitting your vote by mail, telephone or electronically through the Internet will not affect your right to vote in person, if you choose to do so. Proxies that are properly delivered to us before the closing of the polls during the Annual Meeting and not revoked will be voted for the proposals described in this Proxy Statement in accordance with the instructions set forth on the proxy card. The Board is currently not aware of any matters proposed to be presented at the Annual Meeting other than the election of eight directors, the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009, the proposal to approve our 2009 Stock Incentive Plan and the proposal to approve amendments to our existing equity plans to allow for stock award exchange programs. If any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy card will have discretionary authority to vote on that matter in accordance with their best judgment. Your presence at the Annual Meeting does not of itself revoke your proxy.

Attendance at the Meeting

All of our shareholders of record at the close of business on March 16, 2009, or their duly appointed proxies, may attend the Annual Meeting. Seating is limited, however, and admission to the Annual Meeting will be on a first-come, first-served basis. Registration and seating will begin at 11:30 a.m., local time, and the Annual Meeting will begin at 12:00 noon, local time. Each shareholder may be asked to present an admission ticket, which is attached to the accompanying proxy card, together with a valid government issued photo identification confirming their identity as a shareholder of record, such as a driver’s license or passport. Cameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting.

If your shares are held by a broker, bank, or other nominee (often referred to as holding in “street name”) and you desire to attend the Annual Meeting, you will need to bring a legal proxy or a copy of a brokerage or bank statement reflecting your share ownership as of the record date, March 16, 2009. All shareholders must check in at the registration desk at the Annual Meeting.

Securities Entitled to Vote

Only shareholders of record at the close of business on March 16, 2009 are entitled to notice of the Annual Meeting. Such shareholders may vote shares held by them at the close of business on March 16, 2009 at the Annual Meeting. At the close of business on March 16, 2009, 209,015,920 Class A Shares and 238,435,208 Class B Shares were outstanding. Each of the Class A Shares is entitled to one vote per share on each proposal to be considered by our shareholders. Each of the Class B Shares is entitled to ten votes per share on each proposal to be considered by our shareholders.

Vote Required

In accordance with our Amended and Restated Articles of Incorporation (our “Articles of Incorporation”), the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total voting power of all classes of our voting stock taken together shall constitute a quorum for the transaction of business at the Annual Meeting.

The affirmative vote of a plurality of the total votes cast for directors at the Annual Meeting is necessary to elect a director. No cumulative voting is permitted. The eight nominees receiving the highest number of votes cast “for” will be elected.

The affirmative vote of a majority of the voting power represented at the Annual Meeting is required to approve the ratification of the appointment of KPMG LLP as our independent registered public accounting firm, the proposal to approve our 2009 Stock Incentive Plan, and the proposal to approve amendments to our existing equity plans to allow for stock award exchange programs.

The total number of votes cast “for” will be counted for purposes of determining whether sufficient affirmative votes have been cast to approve the ratification of the appointment of KPMG LLP as our independent registered public accounting firm, to approve our 2009 Stock Incentive Plan and to approve amendments to our existing equity plans to allow for stock award exchange programs. Abstentions from voting on a proposal by a shareholder at the Annual Meeting, as well as broker nonvotes, will be considered for purposes of determining the number of total votes present at the Annual Meeting. Abstentions will have the same effect as votes “against” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm, the proposal to approve our 2009 Stock Incentive Plan and the proposal to approve amendments to our existing equity plans to allow for stock award exchange programs. However, abstentions will not be counted as “against” or “for” the election of directors. Broker nonvotes will not be considered in determining the election of directors, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm, the proposal to approve our 2009 Stock Incentive Plan, or the approval of the amendment of our existing equity plans to allow for stock award exchange programs

Charles W. Ergen, our Chairman, President and Chief Executive Officer, currently possesses approximately 58.0% of the total voting power. In addition, certain trusts established by Mr. Ergen for the benefit of his family hold approximately 37.1% of our voting power. Mr. Ergen has indicated his intention to vote: (1) for the election of each of the eight director nominees, (2) for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm, (3) for the proposal to approve our 2009 Stock Incentive Plan, and (4) for amendment of to our existing equity plans to allow for stock award exchange programs. Accordingly, the election of each of the director nominees, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm, the approval of our 2009 Stock Incentive Plan, and the approval of the amendment of our existing equity plans to allow for stock award exchange programs are assured notwithstanding a negative vote by any or all shareholders other than Mr. Ergen.

Householding

We have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding.” Under this procedure, service providers that deliver our communications to shareholders may deliver a single copy of our Annual Report and Proxy Statement to multiple shareholders sharing the same address, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. Shareholders who participate in householding will continue to receive separate proxy cards. This householding procedure will reduce our printing costs and postage fees.

We will deliver promptly upon written or oral request a separate copy of our Annual Report or Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. Please notify our transfer agent at the address provided below to receive a separate copy of our Annual Report or Proxy Statement.

If you are eligible for householding, but you and other shareholders with whom you share an address currently receive multiple copies of our annual reports and/or proxy statements, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of our Annual Report or Proxy Statement for your household, please contact our transfer agent, Computershare Investor Services, at 250 Royall Street, Canton, Massachusetts 02021, telephone number 877-437-8901.

Our Mailing Address

Our mailing address is 9601 S. Meridian Blvd., Englewood, Colorado 80112.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Nominees

Our shareholders will elect a board of eight directors at the Annual Meeting. Each of the directors is expected to hold office until the next annual meeting of our shareholders or until his or her respective successor shall be duly elected and qualified. The affirmative vote of a plurality of the total votes cast for directors is necessary to elect a director. This means that the eight nominees who receive the most votes will be elected to the eight open directorships even if they get less than a majority of the votes cast. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve the entire term if elected. If at the time of the meeting one or more of the nominees have become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees designated by the Nominating Committee; or (ii) the Board of Directors may, in accordance with our bylaws, reduce the size of the Board of Directors or may leave a vacancy until a nominee is identified. The Nominating Committee knows of no reason why any of the nominees will be unable to serve.

The nominees for director are as follows:

Name		Age		First Became Director		Position with the Company
James DeFranco		56		1980		Director and Executive Vice President
Cantey Ergen		53		2001		Director and Employee
Charles W. Ergen		56		1980		Chairman of the Board of Directors, President and Chief Executive Officer
Steven R. Goodbarn		51		2002		Director
Gary S. Howard		58		2005		Director
David K. Moskowitz		50		1998		Director and Senior Advisor
Tom A. Ortolf		58		2005		Director
Carl E. Vogel		51		2005		Director and Senior Advisor

The following sets forth the business experience of each of the nominees over the last five years:

James DeFranco. Mr. DeFranco is one of our Executive Vice Presidents and has been one of our vice presidents and a member of the Board since our formation. During the past five years he has held various executive officer and director positions with our subsidiaries. Mr. DeFranco co-founded DISH Network with Charles W. Ergen and his wife, Cantey Ergen, in 1980.

Cantey Ergen. Mrs. Ergen has served on the Board since May 2001 and has had a variety of operational responsibilities with us over the past 29 years. Mrs. Ergen has served on the board of directors of The Children’s Hospital of Denver since 2001 and served on the board of trustees of The Children’s Hospital Foundation of Denver from 1999 to 2001. Mrs. Ergen co-founded DISH Network with her husband, Charles W. Ergen, and James DeFranco in 1980.

Charles W. Ergen. Mr. Ergen serves as our Chairman, Chief Executive Officer and President. During the past five years, he has also held various executive officer and director positions with our subsidiaries. Mr. Ergen co-founded DISH Network with his wife, Cantey Ergen, and James DeFranco in 1980. Since October 2007, Mr. Ergen has also served as the Chairman and Chief Executive Officer of EchoStar Corporation (“EchoStar”). On January 1, 2008, we completed the spin-off of EchoStar (the “Spin-off”), which was previously our subsidiary.

Steven R. Goodbarn. Mr. Goodbarn joined the Board in December 2002 and is a member of our Executive Compensation Committee, Nominating Committee, and Audit Committee, where he serves as our “audit committee financial expert.” Since July 2002, Mr. Goodbarn has served as director, chief executive officer and president of Secure64 Software Corporation, a company he co-founded. Mr. Goodbarn was chief financial officer of Janus Capital Corporation from 1992 until late 2000. During that time, he was a member of the executive committee and served on the board of directors of many Janus corporate and investment entities. Mr. Goodbarn is a CPA and spent 12 years at Price Waterhouse prior to joining Janus. The Board has determined that Mr. Goodbarn meets the independence and “audit committee financial expert” requirements of NASDAQ and SEC rules and regulations. Mr. Goodbarn served as a member of the board of

directors of EchoStar, and as a member of its Executive Compensation Committee, Nominating Committee, and Audit Committee from its inception in October 2007 until November 2008.

Gary S. Howard. Mr. Howard joined the Board in November 2005 and is a member of our Executive Compensation Committee, Nominating Committee and Audit Committee. Mr. Howard served as Executive Vice President and Chief Operating Officer of Liberty Media Corporation from July 1998 to February 2004 as well as serving on Liberty Media Corporation’s Board of Directors from July 1998 until January 2005. Additionally, Mr. Howard held several executive officer positions with companies affiliated with Liberty Media Corporation. The Board has determined that Mr. Howard meets the independence requirements of NASDAQ and SEC rules and regulations.

David K. Moskowitz. Mr. Moskowitz is one of our Senior Advisors and was an Executive Vice President as well as our Secretary and General Counsel until 2007. Mr. Moskowitz joined us in March 1990. He was elected to the Board in 1998. Mr. Moskowitz performs certain business functions for us and our subsidiaries from time to time. Since October 2007, Mr. Moskowitz has also served as a member of the board of directors of EchoStar.

Tom A. Ortolf. Mr. Ortolf joined the Board in May 2005 and is a member of our Executive Compensation Committee, Nominating Committee, and Audit Committee. Mr. Ortolf has been the President of CMC, a privately held investment management firm, for nearly twenty years. From 1988 until 1991, Mr. Ortolf served as our President and Chief Operating Officer. The Board has determined that Mr. Ortolf meets the independence requirements of NASDAQ and SEC rules and regulations. Since October 2007, Mr. Ortolf has also served as a member of the board of directors of EchoStar, and as a member of its Executive Compensation Committee, Nominating Committee, and Audit Committee.

Carl E. Vogel. Mr. Vogel has served on the Board since May 2005 and became a full-time employee in June 2005. Mr. Vogel is currently a Senior Advisor to us. He served as our President from September 2006 until February 2008 and served as our Vice Chairman from June 2005 until March 2009. From 2001 until 2005, Mr. Vogel served as the President and CEO of Charter Communications Inc., a publicly-traded company providing cable television and broadband services to approximately six million customers. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media Corporation. Mr. Vogel was one of our executive officers from 1994 until 1997, including serving as our President from 1995 until 1997. Mr. Vogel is also currently serving on the Board of Directors and Audit Committee of Shaw Communications, Inc. From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the board of directors of, and as a senior advisor to, EchoStar.

Charles W. Ergen, our Chairman, President and Chief Executive Officer, currently possesses approximately 58.0% of the total voting power. In addition, certain trusts established by Mr. Ergen for the benefit of his family hold approximately 37.1% of our voting power. Mr. Ergen has indicated his intention to vote in favor of Proposal No. 1. Accordingly, approval of Proposal No. 1 is assured notwithstanding a negative vote by any or all shareholders other than Mr. Ergen.

The Board of Directors unanimously recommends a vote FOR the election of all of the nominees named herein (Item No. 1 on the enclosed proxy card).

Board of Directors and Committees and Selection Process

Our Board held eleven meetings in 2008 and also took action by unanimous written consent on three occasions during 2008. Each of our directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board held during the period in which he or she was a director, and (ii) the total number of meetings held by all committees of the Board on which he served. In addition, our non-employee directors held four executive sessions in 2008.

Directors are elected annually and serve until their successors are duly elected and qualified or their earlier resignation or removal. Officers serve at the discretion of the Board.

We are a “controlled company” within the meaning of the NASDAQ Marketplace Rules because more than 50% of our voting power is held by Charles W. Ergen, our Chairman, President and Chief Executive Officer. Please see “Equity Security Ownership” below. Therefore, we are not subject to the NASDAQ listing requirements that would otherwise require us to have: (i) a Board of Directors comprised of a majority of independent directors; (ii) compensation of our executive officers determined by a majority of the independent directors or a Compensation Committee composed solely of independent directors; and (iii) director nominees selected, or recommended for the Board’s selection, either by a majority

of the independent directors or a nominating committee composed solely of independent directors. Nevertheless, the Corporation has created an Executive Compensation Committee (the “Compensation Committee”) and a Nominating Committee, in addition to an Audit Committee, all of which are composed entirely of independent directors. The charters of our Compensation, Audit, and Nominating Committees are available free of charge on our website at http://www.dishnetwork.com. The function and authority of these committees are described below:

Compensation Committee. The Compensation Committee operates under a Compensation Committee Charter adopted by the Board. The principal functions of the Compensation Committee are, to the extent the Board deems necessary or appropriate, to: (i) make and approve all option grants and other issuances of DISH Network’s equity securities to DISH Network’s executive officers and Board members other than nonemployee directors; (ii) approve all other option grants and issuances of DISH Network’s equity securities, and recommend that the full Board make and approve such grants and issuances; (iii) establish in writing all performance goals for performance-based compensation that together with other compensation to senior executive officers could exceed $1 million annually, other than standard stock incentive plan options that may be paid to DISH Network’s executive officers, and certify achievement of such goals prior to payment; and (iv) set the compensation of Mr. Ergen, who is our Chairman, President and Chief Executive Officer. The Compensation Committee held nine meetings and took action by unanimous written consent on two occasions during 2008. The current members of the Compensation Committee are Mr. Goodbarn, Mr. Howard and Mr. Ortolf, with Mr. Goodbarn serving as Chairman of the Committee. The Board has determined that each of these individuals meets the independence requirements of NASDAQ and SEC rules and regulations. The current composition of the Compensation Committee is expected to remain the same following our Annual Meeting.

Audit Committee. Our Board has established a standing Audit Committee in accordance with NASDAQ rules and Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee operates under an Audit Committee Charter adopted by the Board. The principal functions of the Audit Committee are to: (i) select the independent registered public accounting firm and set their compensation; (ii) select the internal auditor; (iii) review and approve management’s plan for engaging our independent registered public accounting firm during the year to perform non-audit services and consider what effect these services will have on the independence of our independent registered public accounting firm; (iv) review our annual financial statements and other financial reports that require approval by the Board; (v) oversee the integrity of our financial statements, our systems of disclosure and internal controls, and our compliance with legal and regulatory requirements; (vi) review the scope of our independent registered public accounting firm’s audit plans and the results of their audits; and (vii) evaluate the performance of our internal audit function and independent registered public accounting firm.

The Audit Committee held nine meetings and took action by unanimous written consent on three occasions during 2008. The current members of the Audit Committee are Mr. Goodbarn, Mr. Howard and Mr. Ortolf, with Mr. Ortolf serving as Chairman of the Audit Committee and Mr. Goodbarn serving as our “audit committee financial expert”. The Board has determined that each of these individuals meets the independence requirements of NASDAQ and SEC rules and regulations. The Board has also determined that each member of our Audit Committee is financially literate and that Mr. Goodbarn qualifies as an “audit committee financial expert” as defined by applicable SEC rules and regulations. The current composition of the Audit Committee is expected to remain the same following our Annual Meeting, with Mr. Goodbarn continuing as the “audit committee financial expert”.

Nominating Committee. The Nominating Committee operates under a Nominating Committee Charter adopted by the Board. The principal function of the Nominating Committee is to recommend independent director nominees for selection by the Board. The Nominating Committee held one meeting during 2008. The current members of the Nominating Committee are Mr. Goodbarn, Mr. Howard and Mr. Ortolf, with Mr. Howard serving as Chairman of the Committee. The Board has determined that each of these individuals meets the independence requirements of NASDAQ and SEC rules and regulations. The current composition of the Nominating Committee is expected to remain the same following our Annual Meeting.

The Nominating Committee will consider candidates suggested by its members, other directors, senior management and shareholders as appropriate. No search firms or other advisors were retained to identify nominees during the past fiscal year. The Nominating Committee has not adopted a written policy with respect to the consideration of candidates proposed by security holders or with respect to nominating anyone to our Board other than nonemployee directors. Director candidates, whether recommended by the Nominating Committee, other directors, senior management or shareholders are currently considered by the Nominating Committee and the Board, as applicable, in light of the entirety of their credentials,

including but not limited to the following factors: (i) their reputation and character; (ii) their ability and willingness to devote sufficient time to Board duties; (iii) their educational background; (iv) their business and professional achievements, experience and industry background; (v) their independence from management under listing standards and the Corporation’s governance guidelines; and (vi) the needs of the Board and the Corporation. A shareholder who wishes to recommend a prospective nominee for the Board should notify the Corporation’s Secretary or any member of the Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Corporation’s bylaws relating to shareholder nominations. Communications can be directed to the Corporation’s Secretary or any member of the Nominating Committee in accordance with the process described in “Shareholder Communications” below.

Other Information About Our Board of Directors

Although we do not have a policy with regard to Board members’ attendance at our annual meetings of shareholders, all of our directors are encouraged to attend such meetings. All of our directors were in attendance at our 2008 Annual Meeting. We expect that all of our directors will attend our 2009 Annual Meeting.

Equity Security Ownership

The following table sets forth, to the best of our knowledge, the beneficial ownership of our voting securities as of the close of business on March 16, 2009 by: (i) each person known by us to be the beneficial owner of more than five percent of any class of our voting securities; (ii) each of our directors; (iii) our Chief Executive Officer, Chief Financial Officer and three other most highly compensated persons acting as one of our executive officers in 2008 (collectively, the “Named Executive Officers”); and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, each person listed in the following table (alone or with family members) has sole voting and dispositive power over the shares listed opposite such person’s name.

		Amount and
		Nature of
		Beneficial				Percentage
Name (1)		Ownership				of Class
Class A Common Stock:
Charles W. Ergen (2), (3)			151,434,027				42.1	%
Cantey Ergen (4)			150,434,027				41.9	%
William R. Gouger (5)			79,252,539				27.5	%
Barclays Global Investors, NA (6)			12,530,103				6.0	%
Dodge & Cox (7)			11,279,628				5.4	%
Renaissance Technologies LLC (8)			10,859,521				5.2	%
David K. Moskowitz (9)			10,116,970				4.8	%
James DeFranco (10)			7,117,583				3.4	%
Michael Kelly (11)			944,801				*
Carl E. Vogel (12)			490,542				*
Bernard L. Han (13)			140,124				*
Tom A. Ortolf (14)			126,200				*
Steven R. Goodbarn (15)			70,000				*
Gary S. Howard (16)			65,100				*
All Directors and Executive Officers as a Group (14 persons) (17)			170,752,019				47.1	%
Class B Common Stock:
Charles W. Ergen			149,938,218				62.9	%
Cantey Ergen			149,938,218				62.9	%
Trusts (18)			88,496,990				37.1	%
All Directors and Executive Officers as a Group (14 persons) (17)			238,435,208				100.0	%

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors, officers and holders of more than 10% of our common stock to file reports with the SEC regarding their ownership and changes in ownership of our equity securities. We believe that during 2008, our directors, officers and 10% shareholders complied with all Section 16(a) filing requirements. In making these statements, we have relied upon examination of copies of Forms 3, 4 and 5 provided to us and the written representations of our directors and officers.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis addresses our compensation objectives and policies for our named executive officers, or NEOs, the elements of NEO compensation and the application of those objectives and policies to each element of fiscal 2008 compensation for our NEOs.

This Compensation Discussion and Analysis contains information regarding company performance targets and goals for our executive compensation program. These targets and goals were disclosed to provide information on how executive compensation was determined in 2008 but are not intended to be estimates of future results or other forward-looking guidance. We caution investors against using these targets and goals outside of the context of their use in our executive compensation program as described herein.

Overall Compensation Program Objectives and Policies

Compensation Philosophy

DISH Network’s executive compensation program is guided by the following key principles:

	•		Attraction, retention and motivation of executive officers over the long-term;
	•		Recognition of individual performance;
	•		Recognition of the achievement of company-wide performance goals; and
	•		Creation of shareholder value by aligning the interest of management with that of DISH Network’s shareholders through equity incentives.

General Compensation Levels

The total direct compensation opportunities, both base salaries and long-term incentives, offered to DISH Network’s NEOs have been designed to ensure that they are competitive with market practice, support DISH Network’s executive recruitment and retention objectives, reward individual and company-wide performance and contribute to DISH Network’s long-term success by aligning the interest of its executive officers and shareholders.

The Compensation Committee of DISH Network, without Mr. Ergen present, determines Mr. Ergen’s compensation. Mr. Ergen recommends to the Board of Directors, but DISH Network’s Board of Directors ultimately approves, the base compensation of DISH Network’s other NEOs. DISH Network’s Compensation Committee has made and approved grants of options and other equity-based compensation to DISH Network’s NEOs, and established in writing performance goals for any performance-based compensation that together with other compensation to any DISH Network NEO could exceed $1 million annually. DISH Network’s Compensation Committee has also certified achievement of those performance goals prior to payment of performance-based compensation.

In determining the actual amount of each NEO’s compensation, the Compensation Committee of DISH Network reviews the materials discussed in the peer group analysis described below, the Compensation Committee’s subjective performance evaluation of the individual’s performance (after reviewing Mr. Ergen’s recommendations with respect to the NEOs other than himself), the individual’s success in achieving DISH Network’s and individual goals, whether the performance goals of any short-term incentive plans were met and the payouts that would become payable upon achievement of those performance goals, equity awards previously granted to the individual, and equity awards that would be normally granted upon a promotion in accordance with DISH Network’s policies for promotions. DISH Network’s Compensation Committee and Board have also considered each of DISH Network’s NEOs individual extraordinary efforts resulting in tangible increases in corporate, division or department success when setting base cash salaries and short term incentive compensation.

Furthermore, the Compensation Committee of DISH Network also makes a subjective determination as to whether an increase should be made to Mr. Ergen’s compensation based on its evaluation of Mr. Ergen’s contribution to the success of DISH Network, whether the performance goals of any short-term incentive plans were met, the payouts that would become payable to Mr. Ergen upon achievement of those performance goals, the options and other stock awards currently held by Mr. Ergen and whether such awards are sufficient to retain Mr. Ergen.

This approach to general compensation levels is not formulaic and the weight given to any particular factor in determining a particular NEO’s compensation depends on the subjective consideration of all factors described above in the aggregate.

With respect to incentive compensation, DISH Network attempts to ensure that each NEO has stock options and/or restricted stock units at any given time that are significant in relation to such individual’s annual cash compensation to ensure that each of DISH Network’s NEOs has appropriate incentives tied to the performance of DISH Network’s Class A Common Stock. Therefore, DISH Network may grant more options to one particular NEO in a given year if a substantial portion of the NEO’s equity incentives are vested and the underlying stock capable of being sold. In addition, if an NEO recently received a substantial amount of equity incentives, DISH Network may not grant any equity incentives to that particular NEO.

Peer Group Analysis

In connection with the approval process for DISH Network’s executive officer compensation, DISH Network’s Board of Directors and Compensation Committee had management prepare a table listing the compensation components for the NEOs of companies selected by the Compensation Committee, as disclosed in their respective publicly-filed proxy statements. These surveyed companies included: The DirecTV Group, Inc., Comcast Corporation, Cablevision Systems Corporation, Cox Communications, Inc., Charter Communications, Inc., Adelphia Communications Corporation, Liberty Media Corporation, CenturyTel, Inc., UnitedGlobalCom, Inc., and Level 3 Communications, Inc. This table, along with other information obtained by committee members from media reports, such as newspaper or magazine articles or other generally available sources related to executive compensation, and from corporate director events attended by committee members, is used solely as a subjective frame of reference to set approximate boundaries for compensation, rather than a basis for benchmarking compensation of DISH Network’s NEOs. DISH Network’s Compensation Committee and Board of Directors do not utilize a formulaic or standard, formalized benchmarking level or element in tying or otherwise setting DISH Network’s executive compensation to that of other companies. Generally, DISH Network’s overall compensation lags behind competitors in the area of base pay, severance packages, and short-term incentives and may be competitive over time in equity compensation. If DISH Network’s stock performance substantially outperforms similar companies, executive compensation at DISH Network could exceed that at similar companies. Barring significant increases in the stock price, DISH Network’s compensation levels generally lag its peers.

Deductibility of Compensation

Section 162(m) of the U.S. Internal Revenue Code (the “Code”) places a limit on the tax deductibility of compensation in excess of $1 million paid to certain “covered employees” of a publicly held corporation (generally, the corporation’s chief executive officer and its four next most highly compensated executive officers in the year that the compensation is paid). This limitation applies only to compensation which is not considered performance-based under the Section 162(m) rules. The Compensation Committee conducts an ongoing review of DISH Network’s compensation practices for purposes of obtaining the maximum continued deductibility of compensation paid consistent with DISH Network’s existing commitments and ongoing competitive needs. However, nondeductible compensation in excess of this limitation may be paid.

Implementation of Executive Compensation Program Objectives and Policies

Weighting and Selection of Elements of Compensation

As described in “General Compensation Levels” above, neither DISH Network’s Board of Directors nor its Compensation Committee has in the past assigned specific weights to any factors considered by DISH Network’s Board of Directors and its Compensation Committee in determining compensation, and none of the factors are more dispositive than others.

Elements of Executive Compensation

The primary components of DISH Network’s executive compensation program have included:

	•		base cash salary;
	•		short-term incentive compensation, including conditional and/or performance-based cash incentive compensation and discretionary bonuses;
	•		long-term equity incentive compensation in the form of stock options and restricted stock units offered under DISH Network’s stock incentive plans;
	•		401(k) plan; and
	•		other compensation, including perquisites and personal benefits and post-termination compensation.

These elements combine to promote the objectives and policies described above. Base salary, 401(k) benefits and other benefits and perquisites provided generally to DISH Network employees provide a minimum level of compensation for our NEOs. Short-term incentives reward individual performance and achievement of annual goals important to DISH Network. Long-term equity-incentive compensation aligns NEO compensation directly with the creation of long-term shareholder value and promotes retention.

DISH Network has not required that a certain percentage of an executive’s salary be provided in one form versus another. However, the Compensation Committee’s goal is to award compensation that is reasonable in relation to DISH Network’s compensation program and objectives when all elements of potential compensation are considered. Each element of DISH Network’s historical executive compensation and the rationale for each element is described below.

Base Cash Salary

DISH Network has traditionally included salary in its executive compensation package under the belief that it is appropriate that some portion of the compensation paid to its executives be provided in a form that is fixed and liquid occurring over regular intervals. Generally, for the reasons discussed in “Equity Incentive Compensation,” DISH Network has weighted overall compensation towards equity components as opposed to base salaries. DISH Network’s Compensation Committee and Board of Directors have traditionally been free to set base salary at any level deemed appropriate and typically review base salaries once annually. Any increases or decreases in base salary on a year-over-year basis have usually been dependent on a combination of the following factors:

	•		the Compensation Committee’s and Board of Directors’ respective assessment of DISH Network’s overall financial and business performance;
	•		the performance of the NEO’s business unit;
	•		the NEO’s individual contributions to DISH Network; and
	•		the rate of DISH Network’s standard annual merit increase for employees who are performing at a satisfactory level.

Short-Term Incentive Compensation and 2008 Short-Term Incentive Plan

The compensation program provides for a bonus that is linked to annual performance as determined by the Compensation Committee at the beginning of each fiscal year when it establishes the short-term incentive plan for that year. The objective of the short-term incentive plan is to compensate NEOs in significant part based on the achievement of specific annual goals that the Compensation Committee believes will create an incentive to maximize long-term shareholder value. DISH Network’s compensation program also permits a portion of short-term incentive compensation to be awarded in the form of discretionary cash bonuses based on individual performance during the year.

In determining the specific performance-based elements of executive compensation for the short-term incentive plan that was implemented in 2008, the Board of Directors and the Compensation Committee reviewed a number of potential performance metrics including, among other things: (a) subscriber growth; (b) subscriber churn; (c) net subscriber additions as compared to those of DISH Network’s competitors; (d) earnings before interest and taxes, and other financial metrics; (e) average revenue per subscriber; (f) customer service metrics; (g) departmental goals; and (h) individual accomplishment metrics. The particular metrics used by DISH Network for performance-based incentives vary from year-to-year based on a determination by DISH Network’s Board of Directors, its Compensation Committee and Mr. Ergen as to the key company-wide, departmental and individual performance goals for DISH Network for the upcoming year. The particular metrics used for 2008 are set forth below.

DISH Network may provide performance-based compensation to executives in the form of equity incentives, cash incentives, or both. In 2008, DISH Network’s performance-based compensation was provided solely in the form of cash incentives payable pursuant to DISH Network’s 2008 Short-Term Incentive Plan, the terms of which are described below.

Determination of Short-Term Incentive Compensation of Chief Executive Officer and other NEOs

For 2008, cash incentives were payable to each NEO other than Mr. Ergen if a combination of certain pre-determined corporate goals were met by DISH Network and an individual performance goal was met by that NEO as set forth in DISH Network’s 2008 Short-Term Incentive Plan. Mr. Ergen did not participate in the 2008 Short-Term Incentive Plan. DISH Network’s Compensation Committee, with input from Mr. Ergen, based the corporate goals for the 2008 Short-Term Incentive Plan on key metrics for growth and profitability established by Mr. Ergen and the Compensation Committee for 2008. The 2008 Short-Term Incentive Plan is comprised of seven corporate goals. The corporate goals accounted for 100% of the total potential cash incentive compensation payments to DISH Network’s NEOs (other than Mr. Ergen) under the 2008 Short-Term Incentive Plan. However, only NEOs with a personal performance appraisal score of at least “meets expectations” from Mr. Ergen based upon his subjective evaluation of such NEO’s performance in 2008 are eligible to

receive such cash incentive compensation payments under the 2008 Short-Term Incentive Plan. In determining each NEO’s performance appraisal score, Mr. Ergen makes a subjective evaluation of each NEO’s performance by evaluating each of the following three categories — Results, Leadership and Individual Skills/Abilities.

Each of DISH Network’s NEOs other than Mr. Ergen was eligible to receive cash incentive payments in increments based upon achievement of each of the corporate goals described herein. Each NEO other than Mr. Ergen had a maximum payout of $200,000 if all of the corporate goals were achieved and if such NEO receives a personal performance appraisal score of at least “meets expectations” from Mr. Ergen based upon his subjective evaluation of such NEO’s performance in 2008, as described above. Of the seven corporate goals, five of the goals were able to be measured on December 31, 2008. Because none of the corporate goals measured on December 31, 2008 were met, to date, no amounts have been paid to any NEOs under the 2008 Short-Term Incentive Plan. However, because we cannot determine whether the American Customer Satisfaction Index (“ACSI”) Score Increase and ACSI Top Score goals were met until these scores are released in May 2009, our NEOs may still receive up to $40,000 under the 2008 Short-Term Incentive Plan if both the ACSI Score Increase and ACSI Top Score goals are achieved and if such individual NEO receives a personal performance appraisal score of at least “meets expectations” from Mr. Ergen based upon his subjective evaluation of such NEO’s performance in 2008. The 2008 Short-Term Incentive Plan structure is summarized below:

Corporate Performance Goal		Performance Threshold		Overall Cash Incentive Percentage
Total Contact Rate		Achieve a material reduction in total subscriber contact rates to below 91 percent.			20.0	%
2008 Budgeted Net Subscribers		DISH Network achieves its 2008 Budgeted Net Subscribers target of 800,000 net subscriber additions.			20.0	%
Fasting Growing DBS Provider (Net Additions)		DISH Network is the leading DBS provider in terms of net new subscribers in 2008.			20.0	%
Fasting Growing DBS Provider (Gross Additions)		DISH Network is the leading DBS provider in terms of gross new subscribers in 2008.			10.0	%
ACSI Score Increase		Achieve an American Cable Satisfaction Index score at least 1 point higher than the previous year’s score.			10.0	%
ACSI Top Score		DISH Network obtains the highest score provided by the American Cable Satisfaction Index.			10.0	%
Variable Cost Decrease		Achieve a material reduction in variable costs.			10.0	%
Total					100.0	%

Long-Term Equity Incentive Compensation

DISH Network has traditionally operated under the belief that executive officers will be better able to contribute to its long-term success and help build incremental shareholder value if they have a stake in that future success and value. DISH Network has stated it believes this stake focuses the executive officers’ attention on managing DISH Network as owners with equity positions in DISH Network and has aligned their interests with the long-term interests of DISH Network’s shareholders. Equity awards therefore have represented an important and significant component of DISH Network’s compensation program for executive officers. DISH Network has attempted to create general incentives with its standard stock option grants and conditional incentives through conditional awards that may include payouts in cash or equity.

General Equity Incentives

With respect to equity incentive compensation, DISH Network attempts to ensure that each NEO has stock options and/or restricted stock units at any given time that are significant in relation to such individual’s annual cash compensation to ensure that each of DISH Network’s NEOs has appropriate incentives tied to the performance of DISH Network’s Class A Common Stock. Therefore, DISH Network may grant more options to one particular NEO in a given year if a substantial

portion of the NEO’s equity incentives are vested and the underlying stock is capable of being sold. In addition, if an NEO recently received a substantial amount of equity incentives, DISH Network may not grant any equity incentives to that particular NEO. In particular, in granting awards for 2008, the Compensation Committee took into account, among other things, the amount necessary to retain our executive officers and that the 1999 Long Term Incentive Plan expired without achieving the goal necessary for vesting under the 1999 Long Term Incentive Plan.

In granting equity incentive compensation, the Compensation Committee also takes into account whether the NEO has been promoted in determining whether to award equity awards to that individual. Finally, from time to time, the Compensation Committee may award one-time equity awards based on a number of subjective criteria, including the NEO’s position and role in DISH Network’s success and whether the NEO made any exceptional contributions to DISH Network’s success.

To encourage executive officers to remain in DISH Network’s employ, options granted under DISH Network’s stock incentive plans generally vest at the rate of 20% per year and have exercise prices not less than the fair market value of DISH Network’s Class A Common Stock on the date of grant. DISH Network’s standard form of option agreement given to executive officers has included acceleration of vesting upon a change in control of DISH Network for those executive officers that do not continue to be employed by DISH Network or the surviving entity, as applicable, for any reason other than for cause during the twenty-four month period following such change in control.

Practices Regarding Grant of Equity Incentives

DISH Network has generally awarded stock options and restricted stock units as of the last day of each calendar quarter and has set exercise prices, as applicable, of not less than the fair market value of DISH Network’s Class A Common Stock on the date of grant.

1999 Stock Incentive Plan

We have adopted an employee stock incentive plan, which we refer to as the 1999 Stock Incentive Plan. The purpose of the 1999 Stock Incentive Plan is to provide incentives to attract and retain executive officers and other key employees. Awards available to be granted under the 1999 Stock Incentive Plan include: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock and restricted stock units; (iv) performance awards; (v) dividend equivalents; and (vi) other stock-based awards. The 1999 Stock Incentive Plan expires on April 16, 2009. After its expiration, we will no longer be authorized to grant new equity awards under the 1999 Stock Incentive Plan.

2009 Stock Incentive Plan

Our Board adopted an employee stock incentive plan, subject to shareholder approval at our 2009 Annual Meeting. We refer to this plan as the 2009 Stock Incentive Plan. Our Board has recommended that our shareholders approve our 2009 Stock Incentive Plan. The purpose of the 2009 Stock Incentive Plan is to allow us to grant new equity awards after the 1999 Stock Incentive Plan expires on April 16, 2009. The 2009 Stock Incentive Plan will allow the Corporation to continue to provide incentives to attract and retain executive officers and other key employees. Assuming that the 2009 Stock Incentive Plan is approved at the 2009 Annual Meeting, awards available to be granted under the 2009 Stock Incentive Plan include: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock and restricted stock units; (iv) performance awards; (v) dividend equivalents; and (vi) other stock-based awards.

Class B CEO Stock Option Plan

We have adopted a Class B CEO stock option plan, which we refer to as the 2002 Class B CEO Stock Option Plan. The purpose of the 2002 Class B CEO Stock Option Plan is to promote the interests of DISH Network and its subsidiaries by aiding in the retention of Charles W. Ergen, the Chairman, President and Chief Executive Officer of DISH Network, who our Board of Directors believes is crucial to assuring our future success, to offer Mr. Ergen incentives to put forth maximum efforts for our future success and to afford Mr. Ergen an opportunity to acquire additional proprietary interests in DISH Network. Awards available to be granted under the 2002 Class B CEO Stock Option Plan will include nonqualified stock options and dividend equivalent rights with respect to DISH Network’s Class B Common Stock.

Employee Stock Purchase Plan

We have adopted an employee stock purchase plan, which we refer to as our ESPP. The purpose of the ESPP is to provide our eligible employees with an opportunity to acquire a proprietary interest in us by the purchase of our Class A common stock. All full-time employees who are employed by DISH Network for at least one calendar quarter will be eligible to participate in the ESPP. Employee stock purchases will be made through payroll deductions. Under the terms of the ESPP, employees will not be permitted to deduct an amount which would permit such employee to purchase our capital stock under all of our stock purchase plans which would exceed $25,000 in fair market value of capital stock in any one year. The ESPP is intended to qualify under Section 423 of the Code and thereby provide participating employees with an opportunity to receive certain favorable income tax consequences as to stock purchase rights under the ESPP.

Nonemployee Director Stock Option Plan

We have adopted a non-employee director stock option plan, which we refer to as the 2001 Director Plan. The purpose of the 2001 Director Plan is to advance our interests through the motivation, attraction and retention of highly-qualified non-employee directors. The 2001 Director Plan grants our new non-employee directors, upon their initial election or appointment to our Board, an option to acquire a certain number of shares of DISH Network’s Class A Common Stock. We may also grant, in our discretion, any continuing non-employee directors further options to acquire our shares of Class A Common Stock in exchange for their continuing services.

1999 Long-Term Incentive Plan

In February 1999, DISH Network adopted its 1999 long-term incentive plan, or 1999 LTIP, within the terms of DISH Network’s 1995 Stock Incentive Plan. The 1999 LTIP provided key employees with stock options that were exercisable if DISH Network became the largest DBS provider measured by total subscribers by December 31, 2008. The performance goal was the same for all key employees granted options pursuant to the 1999 LTIP. The performance goal for the 1999 LTIP was not achieved prior to the expiration of the 1999 LTIP on December 31, 2008. As a result, none of the stock options that were issued under the 1999 LTIP vested.

2005 Long-Term Incentive Plan

During January 2005, DISH Network adopted the 2005 long-term incentive plan, or 2005 LTIP, within the terms of DISH Network’s 1999 Stock Incentive Plan. The purpose of the 2005 LTIP is to promote DISH Network’s interests and the interests of its shareholders by providing key employees with financial rewards through equity participation upon achievement of DISH Network reaching the milestone of 15 million subscribers. The employees eligible to participate in the 2005 LTIP include DISH Network’s executive officers, vice presidents, directors and certain other key employees designated by DISH Network’s Compensation Committee. Awards under the 2005 LTIP consist of a one-time grant of: (a) an option to acquire a specified number of shares priced at the market value as of the last day of the calendar quarter in which the option was granted; (b) rights to acquire for no additional consideration a specified smaller number of shares of DISH Network’s Class A Common Stock; or (c) in some cases, a corresponding combination of a lesser number of option shares and such rights to acquire shares of DISH Network’s Class A Common Stock. The options and rights vest in 10% increments on each of the first four anniversaries of the date of grant and then at the rate of 20% per year thereafter; provided, however, that none of the options or rights shall be exercisable until DISH Network reaches the milestone of 15 million subscribers. The performance goal under the 2005 LTIP was not achieved in 2008. Mr. Ergen has 900,000 stock options under the 2005 LTIP that were granted on September 30, 2005. Mr. Vogel has 300,000 stock options under the 2005 LTIP that were granted on September 30, 2006. Mr. Han has 90,000 stock options and 30,000 restricted stock units under the 2005 LTIP that were granted on September 30, 2006. Messrs. DeFranco and Kelly each have 300,000 stock options under the 2005 LTIP that were granted on March 31, 2005.

2008 Long-Term Incentive Plan

During December 2008, DISH Network adopted the 2008 long-term incentive plan, or 2008 LTIP, within the terms of our 1999 Stock Incentive Plan. The purpose of the 2008 LTIP is to promote DISH Network’s interests and the interests of its shareholders by providing key employees with financial rewards through equity participation upon achievement of a specified long-term cumulative free cash flow goal while maintaining a specified long-term subscriber threshold. The employees eligible to participate in the 2008 LTIP include DISH Network’s executive officers, vice presidents, directors

and certain other key employees designated by DISH Network’s Compensation Committee. Awards under the 2008 LTIP consist of a one-time grant of: (a) an option to acquire a specified number of shares priced at the market value as of the last day of the calendar quarter in which the option was granted; (b) rights to acquire for no additional consideration a specified smaller number of shares of DISH Network’s Class A Common Stock; or (c) in some cases, a corresponding combination of a lesser number of option shares and such rights to acquire shares of DISH Network’s Class A Common Stock. Under the 2008 LTIP, the cumulative free cash flow goals and the total net subscriber threshold are measured on the last day of each calendar quarter commencing on March 31, 2009 and continuing through and including December 31, 2015. In the event that a cumulative free cash flow goal is achieved and the total net subscriber threshold is met as of the last day of any such calendar quarter: (i) the applicable cumulative free cash flow goal will be retired; and (ii) the corresponding increment of the option/restricted stock unit will vest and shall become exercisable contemporaneous with filing of the Form 10-Q or Form 10-K for that quarter or year, as applicable, in accordance with the following schedule:

Cumulative Free		Total Net Subscriber		Cumulative Vesting
Cash Flow Goals		Threshold		Schedule
$1 billion		13 Million		10%
$2 billion		13 Million		25%
$3 billion		13 Million		45%
$4 billion		13 Million		70%
$5 billion		13 Million		100%

Mr. Ergen was granted 900,000 stock options under the 2008 LTIP on December 31, 2008. Messrs. DeFranco, Han, Kelly and Vogel each were granted 300,000 stock options under the 2008 LTIP on December 31, 2008. While all awards granted to date under the 2008 LTIP were granted pursuant to the 1999 Stock Incentive Plan, to the extent any awards are granted under the 2008 LTIP after the expiration of the 1999 Stock Incentive Plan on April 16, 2009, they will be granted pursuant to the 2009 Stock Incentive Plan, subject to approval of our shareholders at our 2009 Annual Meeting.

401(k) Plan

DISH Network has adopted a defined-contribution tax-qualified 401(k) plan for its employees, including its executives, to encourage its employees to save some percentage of their cash compensation for their eventual retirement. DISH Network’s executives have participated in the 401(k) plan on the same terms as DISH Network’s other employees. Under the plan, employees have become eligible for participation in the 401(k) plan upon completing ninety days of service with DISH Network and reaching age 19. 401(k) plan participants have been able to contribute up to 50% of their compensation in each contribution period, subject to the maximum deductible limit provided by the Code. DISH Network may also make a 50% matching employer contribution up to a maximum of $1,500 per participant per calendar year. In addition, DISH Network may also make an annual discretionary profit sharing contribution to the 401(k) plan with the approval of its Compensation Committee and Board of Directors. 401(k) plan participants are immediately vested in their voluntary contributions and earnings on voluntary contributions. DISH Network’s employer contributions to 401(k) plan participants’ accounts vest 20% per year commencing one year from the employee’s date of employment.

Perquisites and Personal Benefits, Post-Termination Compensation and Other Compensation

DISH Network has traditionally offered numerous plans and other benefits to its executive officers on the same terms as other employees. These plans and benefits have included medical, vision, and dental insurance, life insurance, and the employee stock purchase plan as well as discounts on DISH Network’s services. Relocation benefits may also be reimbursed, but are individually negotiated when they occur. DISH Network has also permitted certain NEOs to use its corporate aircraft for personal use. DISH Network has also paid for annual tax preparation costs for certain NEOs.

DISH Network has not traditionally had any plans in place to provide severance benefits to employees. However, certain stock options and restricted stock units have been granted to its executive officers subject to accelerated vesting upon a change in control.

2008 Executive Compensation

DISH Network has historically made decisions with respect to executive compensation for a particular compensation year in December of the preceding compensation year or the first quarter of the applicable compensation year. For 2008, the Compensation Committee (along with Mr. Ergen for each of the NEOs other than himself) reviewed total compensation of each NEO and the value of (a) historic and current components of each NEO’s compensation, including the base salary and bonus paid to the NEO in the prior year, and (b) stock options and restricted stock units held by each NEO in DISH Network’s incentive plans. DISH Network’s Compensation Committee (along with Mr. Ergen for each of the NEOs other than himself) also reviewed the results of the peer group analysis described above that was prepared for 2008. As described in “General Incentive Compensation” above, DISH Network aims to provide base salaries and long-term incentives that are competitive with market practice with an emphasis on providing a substantial portion of overall compensation in the form of equity incentives. In addition, DISH Network’s Compensation Committee has discretion to award performance based compensation, that is based on performance goals different from those which were previously set or that is higher or lower than the anticipated compensation that would be awarded under DISH Network’s incentive plans if particular performance goals were met. DISH Network’s Compensation Committee did not exercise this discretion in 2008.

Compensation of Chief Executive Officer

2008 Base Salary. Mr. Ergen’s base salary for 2008 was determined at the beginning of 2008 based on a review by the Compensation Committee of the expected base salaries in 2008 of each of DISH Network’s other NEOs. The Compensation Committee determined that Mr. Ergen’s salary did not require an increase from 2007 to 2008 because the Compensation Committee determined that Mr. Ergen’s then current salary of $600,000, which was set in 2007, remains measurably higher than that of DISH Network’s other NEOs. DISH Network’s Compensation Committee also noted that Mr. Ergen’s base salary continued to be substantially lower than the base salaries of the CEOs of the significant majority of the surveyed companies in the 2008 peer group analysis. Additionally, consistent with DISH Network’s executive compensation policy, the Compensation Committee believed that Mr. Ergen’s compensation should be weighted in favor of equity compensation and granted Mr. Ergen new equity awards under the 2008 LTIP and the 1999 Stock Incentive Plan .

2008 Cash Bonus. Because Mr. Ergen was not eligible to participate in the 2008 Short-Term Incentive Plan, no bonus was paid to Mr. Ergen in 2008.

2008 Equity Incentives. With respect to equity incentives, DISH Network attempts to ensure that Mr. Ergen has stock options and/or restricted stock units at any given time that are significant in relation to Mr. Ergen’s annual cash compensation to ensure that Mr. Ergen has appropriate incentives tied to the performance of DISH Network’s Class A Common Stock. As a result of the Spin-off, Mr. Ergen is an employee of both DISH Network and EchoStar. For 2008, the Compensation Committee determined that the equity incentive compensation Mr. Ergen received from DISH Network should equal the equity incentive compensation Mr. Ergen received from EchoStar so that Mr. Ergen would have an equal incentive to raise the long-term stock price and therefore create greater shareholder value at both companies. Consequently, the Compensation Committee determined that Mr. Ergen should be granted 500,000 options to purchase the Corporation’s Class A Common Stock. EchoStar also awarded Mr. Ergen 500,000 stock options to purchase its stock. In addition, as result of Mr. Ergen’s eligibility to participate in the recently adopted 2008 LTIP, the Compensation Committee determined to award Mr. Ergen 900,000 stock options under the 2008 LTIP.

Compensation of Other Named Executive Officers

2008 Base Salary.

Base salaries for each of the other NEOs are determined annually by DISH Network’s Board of Directors primarily based on Mr. Ergen’s recommendations. The Board of Directors places substantial weight on Mr. Ergen’s recommendations in light of his role as CEO and as co-founder and controlling shareholder of DISH Network. Mr. Ergen made recommendations to the Board of Directors with respect to the 2008 base salary of each of the other NEOs after considering (a) the NEO’s base salary in 2007, (b) the range of the percentage increases in base salary for NEOs of the surveyed companies in the 2008 peer group survey, (c) whether the NEO’s base salary was appropriate in light of DISH Network’s goals, including retention of the NEO, (d) the expected compensation to be paid to other NEOs in 2008 in relation to a particular NEO in 2008, (e) whether the NEO was promoted or newly hired in 2008, and (f) whether in Mr. Ergen’s subjective determination, the NEO’s performance in 2007 warranted an increase in the NEO’s base salary. Placing primary weight on (a) the NEO’s base salary in 2007 and (b) whether, in Mr. Ergen’s subjective view, an increase in 2007 base salary was necessary to retain the NEO, Mr. Ergen recommended the base salary amounts indicated in the “Fiscal 2008

Summary Compensation Table.” The basis for Mr. Ergen’s recommendation with respect to each of the other NEOs is discussed below. The Board of Directors accepted each of Mr. Ergen’s recommendations on base salaries for each of the other NEOs.

Mr. Vogel. During February 2008, Mr. Vogel stepped down as President of DISH Network. Therefore, Mr. Ergen recommended, and the Board of Directors agreed, to reduce Mr. Vogel’s base salary by $50,000. Mr. Ergen subjectively determined that after reducing Mr. Vogel’s salary it remains within the range of market compensation indicated in the peer group analysis in light of DISH Network’s practices with respect to base salaries.

Mr. Han. Mr. Han’s salary was agreed between DISH Network and Mr. Han on September 28, 2006 in connection with the commencement of Mr. Han’s employment as Executive Vice President and Chief Financial Officer of DISH Network. In determining Mr. Han’s 2008 base salary, Mr. Ergen subjectively determined that Mr. Han’s existing base compensation was already within the range of market compensation indicated in the peer group analysis in light of DISH Network’s practices with respect to base salaries and that therefore an increase over Mr. Han’s 2007 base salary was not necessary.

Mr. DeFranco. Mr. Ergen determined that Mr. DeFranco’s performance met expectations for 2007 and was therefore eligible for DISH Network’s standard annual merit increase in base salary. In addition, Mr. Ergen determined that Mr. DeFranco should receive an additional increase in base salary based on Mr. Ergen’s subjective determination of the amount required to maintain Mr. DeFranco’s salary within the range of market compensation indicated in the peer group analysis in light of DISH Network’s practices with respect to base salaries.

Mr. Kelly. Mr. Ergen determined that Mr. Kelly’s performance met expectations for 2007 and that Mr. Kelly was therefore eligible for DISH Network’s standard annual merit increase. In determining Mr. Kelly’s 2008 base salary, Mr. Ergen subjectively determined that Mr. Kelly’s existing base compensation already was within the range of market compensation indicated in the peer group analysis in light of DISH Network’s practices with respect to base salaries and that therefore an increase over Mr. Kelly’s 2007 base salary was not necessary.

2008 Cash Bonus. Consistent with prior years, Mr. Ergen generally recommended that other NEOs receive cash bonuses only to the extent that such amounts would be payable pursuant to the existing short-term incentive plan, which in the case of 2008 was DISH Network’s 2008 Short-Term Incentive Plan. Under the 2008 Short-Term Incentive Plan, there are seven corporate goals. Of the seven corporate goals, five of the goals were able to be measured on December 31, 2008. Because none of the corporate measured on December 31, 2008 were met, to date, no amounts have been paid to any NEOs under the 2008 Short-Term Incentive Plan. However, because we cannot determine whether the ACSI Score Increase and ACSI Top Score goals were met until these scores are released in May 2009, our NEOs may still receive up to $40,000 under the 2008 Short-Term Incentive Plan if both the ACSI Score Increase and ACSI Top Score performance goals are achieved and if such individual NEO receives a personal performance appraisal score of at least “meets expectations” from Mr. Ergen based upon his subjective evaluation of such NEO’s performance in 2008.

2008 Equity Incentives. With respect to equity incentives, DISH Network primarily evaluates the position of each NEO to ensure that each individual has stock options and/or restricted stock units at any given time that are significant in relation to the NEO’s annual cash compensation to ensure that the NEO has appropriate incentives tied to the performance of DISH Network’s Class A Common Stock. This determination is made by the Compensation Committee primarily on the basis of Mr. Ergen’s recommendation. As discussed above, in granting awards to the other NEOs for 2008, Mr. Ergen based his recommendation on, among other things, what was necessary to retain our executive officers. In particular, in granting awards for 2008, the Compensation Committee took into account, among other things, the amount necessary to retain our executive officers. Furthermore, each of our NEOs was eligible to participate in our recently adopted 2008 LTIP. Consequently, each NEO received an option grant under the 2008 LTIP. In addition, based on Mr. Ergen’s subjective evaluation of Mr. Kelly’s contribution to the Corporation’s performance during 2008, Mr. Ergen recommended, and the Board of Directors agreed, to grant Mr. Kelly an additional option to acquire 200,000 shares of Class A Common Stock with such option vesting at the rate of 20% per year. Furthermore, as a result of Mr. Kelly’s increased responsibilities for direct and commercial sales, Mr. Ergen recommended, and the Board of Directors agreed, to grant Mr. Kelly an additional option to acquire 100,000 shares of Class A Common Stock if certain performance criteria are met during 2009.

EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is appointed by the Board of Directors of DISH Network Corporation to discharge certain of the Board’s responsibilities relating to compensation of DISH Network’s executive officers.

The Compensation Committee, to the extent the Board deems necessary or appropriate, will:

	•		Make and approve all option grants and other issuances of DISH Network’s equity securities to DISH Network’s executive officers and Board members other than nonemployee directors;
	•		Approve all other option grants and issuances of DISH Network’s equity securities, and recommend that the full Board make and approve such grants and issuances;
	•		Establish in writing all performance goals for performance-based compensation that together with other compensation to senior executive officers could exceed $1 million annually, other than standard Stock Incentive Plan options that may be paid to DISH Network’s executive officers, and certify achievement of such goals prior to payment; and
	•		Set the compensation of the Chairman, President and Chief Executive Officer.

Based on the review of the Compensation Discussion and Analysis and discussions with management, we recommended to DISH Network’s management that the Compensation Discussion and Analysis be included in the Corporation’s proxy statement.

Respectfully submitted,

The DISH Network Executive Compensation Committee

Steven R. Goodbarn (Chairman)
Gary S. Howard
Tom A. Ortolf

The report of the Compensation Committee and the information contained therein shall not be deemed to be “solicited material” or “filed” or incorporated by reference in any filing we make under the Securities Act or under the Exchange Act, irrespective of any general statement incorporating by reference this Proxy Statement into any such filing, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate this information by reference into a document we file under the Securities Act or the Exchange Act.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary Compensation Table

Our executive officers are compensated by certain of our subsidiaries. The following table sets forth the cash and noncash compensation for the fiscal year ended December 31, 2008 for the NEOs.

																										Change in
																										Pension Value
																										and
																										Nonqualified
																						Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				All Other
						Salary				Bonus (1)				Awards (2)				Awards (3)				Compensation				Earnings				Compensation				Total
Name and Principal Position		Year				($)				($)				($)				($)				(4) ($)				($)				(5) ($)				($)
Charles W. Ergen			2008			$	600,000			$	—			$	—			$	1,692,166			$	—			$	—			$	371,652			$	2,663,818
Chairman, President and Chief			2007			$	592,308			$	—			$	—			$	1,412,882			$	—			$	—			$	554,232			$	2,559,422
Executive Officer			2006			$	550,000			$	—			$	—			$	1,412,882			$	—			$	—			$	858,171			$	2,821,053
Carl E. Vogel			2008			$	457,692			$	—			$	885,804			$	1,839,139			$	—			$	—			$	26,386			$	3,209,021
Director and Vice Chairman			2007			$	498,077			$	—			$	935,198			$	1,832,998			$	—			$	—			$	16,044			$	3,282,317
			2006			$	383,079			$	—			$	686,100			$	1,574,519			$	133,000			$	—			$	51,729			$	2,828,427
Bernard L. Han			2008			$	400,000			$	—			$	—			$	809,288			$	—			$	—			$	13,246			$	1,222,534
Executive Vice President			2007			$	400,000			$	20,000			$	—			$	806,364			$	—			$	—			$	—			$	1,226,364
and Chief Financial Officer			2006			$	88,077			$	—			$	—			$	203,248			$	33,250			$	—			$	—			$	324,575
James DeFranco			2008			$	371,154			$	—			$	—			$	742,025			$	—			$	—			$	20,800			$	1,133,979
Director and Executive Vice President,			2007			$	350,000			$	—			$	—			$	800,870			$	—			$	—			$	18,283			$	1,169,153
Sales & Distribution,			2006			$	303,846			$	—			$	—			$	800,870			$	115,500			$	—			$	23,735			$	1,243,951
Travel/Events and Marketing
Michael Kelly			2008			$	275,000			$	—			$	—			$	783,274			$	—			$	—			$	5,500			$	1,063,774
Executive Vice President,			2007			$	270,769			$	—			$	—			$	958,282			$	—			$	—			$	5,250			$	1,234,301
Commercial and Business Development			2006			$	274,471			$	—			$	—			$	958,282			$	123,500			$	—			$	6,742			$	1,362,995

		2008				2007				2006
Charles W. Ergen		$	339,592			$	521,652			$	821,771
Carl E. Vogel		$	22,386			$	11,794			$	47,438

We calculated the value of each Executive Officer’s personal use of corporate aircraft based upon the incremental cost of such usage to the Corporation.

Grant of Plan-Based Awards

The following table provides information on equity awards in 2008 for the Named Executive Officers.

																																		All Other				All Other
																																		Stock				Option
																																		Awards:				Awards:				Exercise
										Estimated Future Payouts Under																								Number of				Number of				or Base				Grant Date
						Date of				Non-Equity Incentive Plan												Estimated Future Payouts Under												Shares of				Securities				Price of				Fair Value of
						Compensation				Awards												Equity Incentive Plan Awards												Stock or				Underlying				Option				Stock and
		Grant				Committee				Threshold				Target				Maximum				Threshold				Target				Maximum				Units (1)				Options				Awards				Option
Name		Date				Approval				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/sh)				Awards
Charles W. Ergen			3/27/2008				1/22/2008			$	—			$	—			$	—				—				—				—				125				—			$	—			$	—
			3/31/2008				3/31/2008			$	—			$	—			$	—				—				—				—				—				500,000			$	28.73			$	3,817,550
			12/31/2008				12/31/2008			$	—			$	—			$	—				—				—				900,000				—				—			$	11.09			$	3,651,163
Carl E. Vogel			3/27/2008				1/22/2008			$	—			$	—			$	200,000				—				—				—				125				—			$	—			$	—
			12/31/2008				12/31/2008			$	—			$	—			$	—				—				—				300,000				—				—			$	11.09			$	1,217,054
Bernard L. Han			3/27/2008				1/22/2008			$	—			$	—			$	200,000				—				—				—				125				—			$	—			$	—
			12/31/2008				12/31/2008			$	—			$	—			$	—				—				—				300,000				—				—			$	11.09			$	1,217,054
James DeFranco			3/27/2008				1/22/2008			$	—			$	—			$	200,000				—				—				—				125				—			$	—			$	—
			12/31/2008				12/31/2008			$	—			$	—			$	—				—				—				300,000				—				—			$	11.09			$	1,217,054
Michael Kelly			3/27/2008				1/22/2008			$	—			$	—			$	200,000				—				—				—				125				—			$	—			$	—
			12/31/2008				12/31/2008			$	—			$	—			$	—				—				—				—				—				200,000			$	11.09			$	638,407
			12/31/2008				12/31/2008			$	—			$	—			$	—				—				—				100,000				—				—			$	11.09			$	311,948
			12/31/2008				12/31/2008			$	—			$	—			$	—				—				—				300,000				—				—			$	11.09			$	1,217,054

Outstanding Equity Awards at Fiscal Year-End

		Option Awards																				Stock Awards
																																		Equity
																																		Incentive
																														Equity				Plan
																														Incentive				Awards:
										Equity																				Plan				Market or
										Incentive																				Awards:				Payout
										Plan																				Number of				Value of
										Awards:																Market				Unearned				Unearned
		Number of				Number of				Number of																Value of				Shares,				Shares,
		Securities				Securities				Securities												Number of				Shares or				Units or				Units or
		Underlying				Underlying				Underlying												Shares or				Units of				Other				Other
		Unexercised				Unexercised				Unexercised				Option								Units of				Stock That				Rights				Rights That
		Options				Options				Unearned				Exercise				Option				Stock That				Have Not				That Have				Have Not
		(#)				(#)				Options				Price				Expiration				Have Not				Vested (1)				Not Vested				Vested (2)
Name		Exercisable				Unexercisable				(#)				($)				Date				Vested (#)				($)				(#)				($)
Charles W. Ergen			80,000				—				—			$	24.01				3/31/2013				—			$	—				—			$	—
			16,000				—				—			$	24.38				3/31/2013	(3)			—			$	—				—			$	—
			320,000				80,000				—			$	25.56				6/30/2014				—			$	—				—			$	—
			64,000				16,000				—			$	25.96				6/30/2014	(3)			—			$	—				—			$	—
			500,000				—				—			$	27.64				12/31/2014				—			$	—				—			$	—
			100,000				—				—			$	28.06				12/31/2014	(3)			—			$	—				—			$	—
			—				—				900,000			$	24.58				9/30/2015				—			$	—				—			$	—
			—				—				180,000			$	24.96				9/30/2015	(3)			—			$	—				—			$	—
			—				500,000				—			$	28.73				3/31/2018				—			$	—				—			$	—
			—				—				900,000			$	11.09				12/31/2018				—			$	—				—			$	—
Carl E. Vogel			420,000				280,000				—			$	25.07				6/30/2015				40,000	(4)		$	443,600				—			$	—
			28,000				56,000				—			$	25.46				6/30/2015	(3)			8,000	(3)		$	118,960				—			$	—
			60,000				90,000				300,000			$	27.22				9/30/2016				30,000	(5)		$	332,700				—			$	—
			6,000				18,000				60,000			$	27.63				9/30/2016	(3)			6,000	(3)		$	89,220				—			$	—
			—				—				300,000			$	11.09				12/31/2018				—			$	—				—			$	—
Bernard L. Han			140,000				210,000				90,000			$	27.22				9/30/2016				—			$	—				30,000	(6)		$	332,700
			27,999				42,001				18,000			$	27.63				9/30/2016	(3)			—			$	—				6,000	(3)		$	89,220
			—				—				300,000			$	11.09				12/31/2018				—			$	—				—			$	—
James DeFranco			8,000				—				—			$	24.01				3/31/2013				—			$	—				—			$	—
			1,600				—				—			$	24.38				3/31/2013	(3)			—			$	—				—			$	—
			160,000				40,000				—			$	25.56				6/30/2014				—			$	—				—			$	—
			32,000				8,000				—			$	25.96				6/30/2014	(3)			—			$	—				—			$	—
			—				—				300,000			$	27.64				3/31/2015				—			$	—				—			$	—
			—				—				60,000			$	24.69				3/31/2015	(3)			—			$	—				—			$	—
			60,000				40,000				—			$	24.58				6/30/2015				—			$	—				—			$	—
			12,000				8,000				—			$	25.46				6/30/2015	(3)			—			$	—				—			$	—
			—				—				300,000			$	11.09				12/31/2018				—			$	—				—			$	—
Michael Kelly			800,000				—				—			$	49.98				6/30/2010				—			$	—				—			$	—
			160,000				—				—			$	50.74				6/30/2010	(3)			—			$	—				—			$	—
			40,000				40,000				—			$	25.56				6/30/2014				—			$	—				—			$	—
			8,000				8,000				—			$	25.96				6/30/2014	(3)			—			$	—				—			$	—
			—				—				300,000			$	24.32				3/31/2015				—			$	—				—			$	—
			—				—				60,000			$	24.69				3/31/2015	(3)			—			$	—				—			$	—
			20,000				40,000				—			$	25.07				6/30/2015				—			$	—				—			$	—
			4,000				8,000				—			$	25.46				6/30/2015	(3)			—			$	—				—			$	—
			—				200,000				400,000			$	11.09				12/31/2018				—			$	—				—			$	—

Option Exercises and Stock Vested

		Option Awards								Stock Awards
		Number of
		Shares												Value
		Acquired on				Value Realized				Number of Shares				Realized on
		Exercise				on Exercise (1)				Acquired on				Vesting (2)
Name		(#)				($)				Vesting (#)				($)
Carl E. Vogel			62,000			$	495,707				36,000			$	968,680
Michael Kelly			264,000			$	2,234,112				—			$	—

Potential Payments Upon Termination Following a Change in Control

As discussed in “Compensation Discussion and Analysis” above, our standard form of option agreement given to executive officers includes acceleration of vesting upon a change in control of DISH Network for those executive officers who do not continue to be employed by us or the surviving entity, as applicable, for any reason other than for cause during the twenty-four month period following such change in control.

Generally a change in control is deemed to occur upon: (i) a transaction or a series of transactions the result of which is that any person (other than Mr. Ergen, our controlling shareholder, or a related party) individually owns more than fifty percent (50%) of the total equity interests of either (A) DISH Network or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) the first day on which a majority of the members of the Board of Directors of DISH Network are not continuing directors.

Assuming a change in control were to have taken place as of December 31, 2008, and the executives were no longer to continue with DISH Network or the surviving entity at such date, the estimated benefits that would have been provided are as follows:

		Maximum
		Value of
		Accelerated
		Vesting of
Name		Options (1)
Charles W. Ergen		$	—
Carl E. Vogel		$	—
Bernard L. Han		$	—
James DeFranco		$	—
Michael Kelly		$	—

Director Compensation and Nonemployee Director Option Plans

Our employee directors are not compensated for their services as directors. Each nonemployee director receives an annual retainer of $40,000 which is paid in equal quarterly installments on the last day of each calendar quarter, provided such person is a member of the Board on the last day of the applicable calendar quarter. Our nonemployee directors also receive $1,000 for each meeting attended in person and $500 for each meeting attended by telephone. Additionally, the chairperson of each committee of the Board receives a $5,000 annual retainer, which is paid in equal quarterly installments on the last day of each calendar quarter, provided such person is the chairperson of the committee on the last day of the applicable calendar quarter. Furthermore, our nonemployee directors receive: (i) reimbursement, in full, of reasonable travel expenses related to attendance at all meetings of the Board of Directors and its committees and (ii) reimbursement of reasonable expenses related to educational activities undertaken in connection with service on the Board of Directors and its committees.

																		Change in
																		Pension Value
																		and
		Fees																Nonqualified
		Earned or												Non-Equity				Deferred
		Paid in				Stock				Option				Incentive Plan				Compensation				All Other
		Cash				Awards				Awards (1)				Compensation				Earnings				Compensation				Total
Name		($)				($)				($)				($)				($)				($)				($)
Steven R. Goodbarn		$	56,500			$	—			$	28,671			$	—			$	—			$	—			$	85,171
Gary S. Howard		$	55,750			$	—			$	28,671			$	—			$	—			$	—			$	84,421
Tom A. Ortolf		$	57,000			$	—			$	28,671			$	—			$	—			$	—			$	85,671

Upon election to our Board, our nonemployee directors are granted an option to acquire a certain number of our Class A Shares under our 2001 Nonemployee Director Stock Option Plan (our “2001 Director Plan,” and together with the 1995 Nonemployee Director Stock Option Plan, the “Nonemployee Director Plans”). Options granted under our Nonemployee Director Plans are 100% vested upon issuance and have a term of five years. We also currently grant each continuing nonemployee director an option to acquire 5,000 Class A Shares every year in exchange for their continuing services.

Our nonemployee directors do not hold any stock awards except those granted to the nonemployee directors pursuant to the Nonemployee Director Plans. We have granted the following options to our nonemployee directors under such plans:

		Option Awards
		Number of
		Securities
		Underlying
		Unexercised				Option
		Options				Exercise				Option
		(#)				Price				Expiration
Name		Exercisable				($)				Date
Steven R. Goodbarn			5,000			$	25.87				9/30/2009
			1,000			$	26.27				9/30/2009	(1)
			5,000			$	25.07				6/30/2010
			1,000			$	25.46				6/30/2010	(1)
			40,000			$	22.60				12/30/2010
			8,000			$	22.94				12/30/2010	(1)
			5,000			$	25.61				6/30/2011
			1,000			$	26.01				6/30/2011	(1)
			5,000			$	36.05				6/30/2012
			1,000			$	36.61				6/30/2012	(1)
			5,000			$	29.28				6/30/2013
Total Options Outstanding at December 31, 2008			77,000
Gary S. Howard			50,000			$	22.60				12/30/2010
			10,000			$	22.94				12/30/2010	(1)
			5,000			$	25.61				6/30/2011
			1,000			$	26.01				6/30/2011	(1)
			5,000			$	36.05				6/30/2012
			1,000			$	36.61				6/30/2012	(1)
			5,000			$	29.28				6/30/2013
Total Options Outstanding at December 31, 2008			77,000
Tom A. Ortolf			10,000			$	25.07				6/30/2010
			2,000			$	25.46				6/30/2010	(1)
			40,000			$	22.60				12/30/2010
			8,000			$	22.94				12/30/2010	(1)
			5,000			$	25.61				6/30/2011
			1,000			$	26.01				6/30/2011	(1)
			5,000			$	36.05				6/30/2012
			1,000			$	36.61				6/30/2012	(1)
			5,000			$	29.28				6/30/2013
Total Options Outstanding at December 31, 2008			77,000

Employee Stock Incentive Plans

We have two employee stock incentive plans, our 1995 Stock Incentive Plan and 1999 Stock Incentive Plan (the “Stock Incentive Plans”). We adopted the Stock Incentive Plans to provide incentives to attract and retain executive officers and other key employees. The Stock Incentive Plans are administered by our Compensation Committee. In order to grant new equity awards following the expiration of our 1999 Stock Incentive Plan on April 16, 2009, we are proposing that our shareholders approve our 2009 Stock Incentive Plan at our 2009 Annual Meeting.

Awards available under the Stock Incentive Plans include: (i) common stock purchase options; (ii) stock appreciation rights; (iii) restricted stock and restricted stock units; (iv) performance awards; (v) dividend equivalents; and (vi) other stock-based awards. As of December 31, 2008, 56,562,766 of our Class A Shares were available for issuance under the 1999 Stock Incentive Plan although no shares will be available for issuance after the expiration of the 1999 Stock Incentive Plan on April 16, 2009. Our authorization to grant new awards under the 1995 Stock Incentive Plan has also expired. The Compensation Committee retains discretion, subject to plan limits, to modify the terms of outstanding awards and to re-price awards.

Options to purchase 21,835,687 Class A Shares were outstanding as of December 31, 2008 under the Stock Incentive Plans. These options generally vest at the rate of 20% per year commencing one year from the date of grant. The exercise prices of these options, which have generally been equal to or greater than the fair market value of our Class A Shares at the date of grant, range from $2.125 to $79.00 per Class A Share.

As previously discussed in Compensation Discussion & Analysis, we have adopted the 1999 LTIP, the 2005 LTIP, and the 2008 LTIP under DISH Network’s Stock Incentive Plans. The performance goal for the 1999 LTIP was not achieved prior to the expiration of the 1999 LTIP on December 31, 2008. As a result, none of the stock options that were issued under the 1999 LTIP vested.

Equity Compensation Plan Information

In addition to the Nonemployee Director Plans and the Stock Incentive Plans, during 2002 we adopted our Class B CEO Stock Option Plan, under which we have reserved 20 million shares of our Class B Shares for issuance. No options have been granted to date under our Class B CEO Stock Option Plan.

The following table sets forth a description of our equity compensation plans as of December 31, 2008:

Number of

Number of

Securities

Securities to

Weighted-

Remaining

be Issued

Average

Available for

Upon

Exercise Price

Future Issuance

Exercise of

of

Under Equity

Outstanding

Outstanding

Compensation

Options,

Options,

Plans (excluding

Warrants

Warrants and

securities reflected

and Rights

Rights

in column (a))

Plan Category

(a)

(b) (1)

(c)

Equity compensation plans approved by security holders

23,288,421

$

22.50

57,542,766

Equity compensation plans not approved by security holders

—

—

80,000,000

Total

23,288,421

$

22.50

137,542,766

We no longer grant equity awards pursuant to our 1995 Stock Incentive Plan or our 1995 Nonemployee Director Stock Option Plan.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised solely of outside directors. The Compensation Committee members are Mr. Goodbarn, Mr. Howard and Mr. Ortolf. None of these individuals was an officer or employee of DISH Network at any time during the 2008 fiscal year. With the exception of those executive officers and directors who are also executive officers and directors of EchoStar, no executive officer of DISH Network served on the board of directors or compensation committee of any other entity that had one or more executive officers who served as a member of DISH Network’s Board of Directors or its Compensation Committee during the 2008 fiscal year.

Certain Relationships and Related Transactions

Our Board has adopted a written policy for the review and approval of transactions involving DISH Network and related parties, such as directors, executive officers and their immediate family members. In order to survey these transactions, we distribute questionnaires to our officers and directors on a quarterly basis. Our General Counsel then directs the appropriate review of all potential related-party transactions and schedules their presentation at the next regularly-scheduled meetings of the Audit Committee and the Board of Directors. Both the Audit Committee and the Board of Directors must approve these transactions, with all interested parties abstaining from the vote. Once each calendar year, the Audit Committee and the Board of Directors undertake a review of all recurring potential related-party transactions. Both the Audit Committee and the Board of Directors must approve the continuation of each such transaction, with all interested parties abstaining.

In March of 2000, we purchased Kelly Broadcasting Systems, Inc. (“KBS”). At that time, Mr. Kelly was a shareholder of KBS and served as its President. During the first quarter of 2008, Mr. Kelly, DISH Network and EchoStar entered into an agreement pursuant to which: (i) amounts owing between the parties arising out of or related to the acquisition of KBS were offset resulting in a payment to Mr. Kelly of $600,000 (ii) title to certain assets purchased in the acquisition were transferred to EchoStar and DISH Network and (iii) DISH Network, EchoStar and Mr. Kelly mutually released any claims arising out of or related to the merger agreement for the purchase of KBS.

Intercompany Agreements with EchoStar Corporation

On January 1, 2008, we completed the Spin-off of EchoStar, which was previously our subsidiary. Following the Spin-off, EchoStar has operated as a separate public company and we have no continued ownership interest in EchoStar. However, a majority of the voting power of the shares of EchoStar and us is owned beneficially by our Chairman, President and Chief Executive Officer, Charles W. Ergen.

EchoStar is our primary supplier of set-top boxes and digital broadcast operations and our key supplier of transponder leasing. Generally all agreements entered into in connection with the Spin-off are based on pricing equal to EchoStar’s cost plus a fixed margin (unless noted differently below), which will vary depending on the nature of the products and services provided. Prior to the Spin-off, these products were provided and services were performed internally at cost. The terms of our agreements with EchoStar provide for an arbitration mechanism in the event we are unable to reach agreement with EchoStar as to the additional amounts payable for products and services, under which the arbitrator will determine the additional amounts payable by reference to the fair market value of the products and services supplied.

We and EchoStar also entered into certain transitional services agreements pursuant to which we obtain certain services and rights from EchoStar, EchoStar obtains certain services and rights from us, and we and EchoStar have indemnified each other against certain liabilities arising from our respective businesses under these transitional services agreements. The following is a summary of the terms of the principle agreements that we have entered into with EchoStar.

Broadcast Agreement

We entered into a broadcast agreement with EchoStar, whereby EchoStar provides broadcast services including teleport services such as transmission and downlinking, channel origination services, and channel management services, thereby enabling us to deliver satellite television programming to subscribers. We incurred expenses payable to EchoStar of approximately $157,200,000 under the broadcast agreement during 2008. The broadcast agreement expires on December 31, 2009; however, we have the right, but not the obligation, to extend the agreement annually for successive one-year periods for up to two additional years. We may terminate channel origination services and channel management services for any reason and without any liability upon sixty days written notice to EchoStar. If we terminate teleport services for a

reason other than EchoStar’s breach, we shall pay EchoStar a sum equal to the aggregate amount of the remainder of the expected cost of providing the teleport services. The fees for the services to be provided under the broadcast agreement are cost plus a fixed margin, which will vary depending on the nature of the products and services provided.

Employee Matters Agreement

We entered into an employee matters agreement with EchoStar providing for our respective obligations to our employees. Pursuant to the agreement, EchoStar established a defined contribution plan for the benefit of its eligible employees in the United States (including its employees that transferred prior to the Spin-off). Subject to any adjustments required by applicable law, the assets and liabilities of the DISH Network 401(k) Employee Savings Plan attributable to transferring employees, other than certain employees whose employment terminated prior to January 1, 2008, have been transferred to and assumed by the defined contribution plan established by EchoStar. In addition, EchoStar established welfare plans for the benefit of its eligible employees and their respective eligible dependents that are substantially similar to the welfare plans currently maintained by DISH Network. No payments were made under the employee matters agreement during 2008 and no payments are expected under the employee matters agreement in 2009 except for the reimbursement of certain expenses in connection with these employee benefit plans and potential indemnification payments in accordance with the separation agreement. The employee matters agreement is non-terminable and will survive for the applicable statute of limitations.

Installation Services Agreement

We entered into an installation services agreement with EchoStar whereby EchoStar had the right but not the obligation to engage us and our network of installation service providers to provide installation services in respect of various types of equipment that EchoStar provides to its customers. For the provision of these services, EchoStar agreed to pay us fees at cost plus a fixed margin, which will vary depending on the nature of the products and services provided. We earned revenues of approximately $1,000 from EchoStar under the installation services agreement during 2008. The term of the installation services agreement expired on December 31, 2008. EchoStar may not generally solicit any of our installers for employment during the agreement and for a period of one year thereafter.

Intellectual Property Matters Agreement

We entered into an intellectual property matters agreement with EchoStar in connection with the Spin-off. The intellectual property matters agreement governs our relationship with EchoStar with respect to patents, trademarks and other intellectual property. The term of the intellectual property matters agreement will continue in perpetuity. Pursuant to the intellectual property matters agreement we irrevocably assigned to EchoStar all right, title and interest in certain patents, trademarks and other intellectual property necessary for the operation of EchoStar’s set-top box business. In addition, the agreement permits EchoStar to use, in the operation of its set-top box business, certain other intellectual property currently owned or licensed by us and our subsidiaries.

EchoStar granted to us and our subsidiaries a non-exclusive, non-transferable, worldwide license to use the name “EchoStar” and a portion of the assigned intellectual property as trade names and trademarks for a limited period of time in connection with the continued operation of our consumer business. The purpose of such license is to eliminate confusion on the part of customers and others during the period following the Spin-off. After the transitional period, we may not use the “EchoStar” name as a trademark, except in certain limited circumstances. Similarly, the intellectual property matters agreement provides that EchoStar will not make any use of the name or trademark “DISH Network” or any other trademark owned by us, except in limited circumstances. There were no payments under the intellectual property matters agreement during 2008. No payments are expected under the intellectual property agreement in 2009.

Real Estate Lease Agreements

We entered into lease agreements with EchoStar so that we can continue to operate certain properties that were distributed to EchoStar in the Spin-off. The rent on a per square foot basis for each of the leases is comparable to per square foot rental rates of similar commercial property in the same geographic area, and EchoStar is responsible for its portion of the taxes, insurance, utilities and maintenance of the premises. We incurred expenses payable to EchoStar of approximately $14.6 million under the real estate lease agreements during 2008. The term of each of the leases is set forth below:

Inverness Lease Agreement. The lease for 90 Inverness Circle East in Englewood, Colorado, expires on December 31, 2009.

Meridian Lease Agreement. The lease for 9601 S. Meridian Blvd. in Englewood, Colorado, expires on December 31, 2009 with annual renewal options for up to three additional years.

Santa Fe Lease Agreement. The lease for 5701 S. Santa Fe Dr. in Littleton, Colorado, expires on December 31, 2009 with annual renewal options for up to three additional years.

Gilbert Lease Agreement. The lease for 801 N. DISH Dr. in Gilbert, Arizona, expires on December 31, 2009 with annual renewal options for up to three additional years.

EDN Sublease Agreement. The sublease for 211 Perimeter Center in Atlanta, Georgia, expires on April 30, 2011.

Additionally, we subleased space at 185 Varick Street, New York, New York to EchoStar for a period of approximately seven years. The rent on a per square foot basis for this sublease was comparable to per square foot rental rates of similar commercial property in the same geographic area at the time of the sublease, and EchoStar is responsible for its portion of the taxes, insurance, utilities and maintenance of the premises. We earned revenues of approximately $600,000 from EchoStar under the Varick Street lease agreement during 2008.

Management Services Agreement

In connection with the Spin-off, we entered into a management services agreement with EchoStar pursuant to which we make certain of our officers available to provide services (which are primarily legal and accounting services) to EchoStar. Specifically, Bernard L. Han, R. Stanton Dodge and Paul W. Orban remain employed by us, but also serve as EchoStar’s Executive Vice President and Chief Financial Officer, Executive Vice President and General Counsel, and Senior Vice President and Controller, respectively. EchoStar makes payments to us based upon an allocable portion of the personnel costs and expenses incurred by us with respect to such officers (taking into account wages and fringe benefits). These allocations are based upon the estimated percentages of time spent by our executive officers performing services for EchoStar under the management services agreement. EchoStar also reimburses us for direct out-of-pocket costs incurred by us for management services provided to EchoStar. We and EchoStar evaluate all charges for reasonableness at least annually and make any adjustments to these charges as we and EchoStar mutually agree upon. We earned revenues of approximately $1,400,000 from EchoStar under the management services agreement during 2008.

The management services agreement was renewed automatically on January 1, 2009, and will be renewed automatically for successive one-year periods, unless terminated earlier (1) by EchoStar at any time upon at least 30 days’ prior written notice, (2) by us at the end of any renewal term, upon at least 180 days’ prior notice; and (3) by us upon written notice to EchoStar, following certain changes in control.

Packout Services Agreement

We entered into a packout services agreement with EchoStar, whereby EchoStar has the right, but not the obligation, to engage us to package and ship satellite receivers to customers that are not associated with us. The fees charged by us for the services provided under the packout services agreement are cost plus a fixed margin, which will vary depending on the nature of the products and services provided. This agreement is designed to provide EchoStar with sufficient time to develop its own packaging and shipping function. We earned revenues of approximately $1,400,000 from EchoStar under the packout services agreement during 2008. The original one year term of the packout services agreement was extended on December 18, 2008 for an additional one year term that expires on December 31, 2009. EchoStar may terminate this agreement for any reason upon sixty days’ prior written notice to us. In the event of an early termination of this agreement, EchoStar will be entitled to a refund of any unearned fees paid to us for the services.

Product Support Agreement

We need EchoStar to provide product support (including certain engineering and technical support services and IPTV functionality) for all receivers and related accessories that EchoStar has sold and will sell to us. As a result, we entered into a product support agreement, under which we have the right, but not the obligation, to receive product support services in respect of such receivers and related accessories. The fees for the services provided under the product support agreement

are cost plus a fixed margin, which will vary depending on the nature of the products and services provided. We incurred expenses payable to EchoStar of approximately $32,200,000 under the product support agreement during 2008. The term of the product support agreement is the economic life of such receivers and related accessories unless terminated earlier. We may terminate the product support agreement for any reason upon sixty days’ prior written notice. In the event of an early termination of this agreement, we will be entitled to a refund of any unearned fees paid to EchoStar for the services.

Receiver Agreement

EchoStar is currently our sole supplier of set-top box receivers. Under our receiver agreement with EchoStar, we have the right but not the obligation to purchase receivers, accessories and other equipment from EchoStar through December 31, 2009. Additionally, EchoStar provides us with standard manufacturer warranties for the goods sold under the receiver agreement. We may terminate the receiver agreement for any reason upon sixty days written notice to EchoStar. We may also terminate the receiver agreement if certain entities were to acquire us. We also have the right, but not the obligation, to extend the receiver agreement annually for up to two years. The receiver agreement allows us to purchase receivers and accessories from EchoStar at cost plus a fixed margin, which varies depending on the nature of the equipment purchased. We incurred expenses payable to EchoStar of approximately $1,492,000,000 under the receiver agreement during 2008. The receiver agreement also includes an indemnification provision, whereby the parties indemnify each other for certain intellectual property matters.

Remanufactured Receiver Agreement

We entered into a remanufactured receiver agreement with EchoStar under which EchoStar has the right to purchase remanufactured receivers and accessories from us through December 31, 2009. Under the remanufactured receiver agreement, EchoStar may purchase remanufactured receivers and accessories from us at cost plus a fixed margin, which will vary depending on the nature of the products and services provided. We earned revenues of approximately $11,600,000 from EchoStar under the remanufactured receiver agreement during 2008. EchoStar may terminate the remanufactured receiver agreement for any reason upon sixty days written notice to us. We may also terminate this agreement if certain entities acquire us.

Satellite Capacity Agreements

We have entered into satellite capacity agreements with EchoStar on a transitional basis. Pursuant to these agreements, we lease satellite capacity on satellites owned or leased by EchoStar. Certain DISH Network subscribers currently point their satellite antenna at these satellites and this agreement is designed to facilitate the separation of us and EchoStar by allowing a period of time for these DISH Network subscribers to be moved to satellites owned or leased by us following the Spin-off. The fees for the services to be provided under the satellite capacity agreements are based on spot market prices for similar satellite capacity and will depend upon, among other things, the orbital location of the satellite and the frequency on which the satellite provides services. We incurred expenses payable to EchoStar of approximately $144,300,000 under the satellite capacity agreements during 2008. Generally, each satellite capacity agreement will terminate upon the earlier of: (a) the end of life or replacement of the satellite; (b) the date the satellite fails; (c) the date that the transponder on which service is being provided under the agreement fails; or (d) two years from the effective date of such agreement.

Satellite Procurement Agreement

We entered into a satellite procurement agreement, whereby we have the right, but not the obligation, to engage EchoStar to manage the process of procuring new satellite capacity for us. The satellite procurement agreement expires on December 31, 2009. The fees for the services provided under the satellite procurement agreement are cost plus a fixed margin, which will vary depending on the nature of the products and services provided. We incurred expenses payable to EchoStar of approximately $2,800,000 under the satellite procurement agreement during 2008. We may terminate the satellite procurement agreement for any reason upon sixty days’ prior written notice.

Services Agreement

We entered into a services agreement with EchoStar under which we have the right, but not the obligation, to receive logistics, procurement and quality assurance services from EchoStar. This agreement expires on December 31, 2009, and the fees for the services provided under this agreement are cost plus a fixed margin, which will vary depending on the

nature of the products and services provided. We incurred expenses payable to EchoStar of approximately $6,600,000 under the services agreement during 2008. We may terminate the services agreement with respect to a particular service for any reason upon sixty days prior written notice.

Tax Sharing Agreement

We entered into a tax sharing agreement with EchoStar which governs our and EchoStar’s respective rights, responsibilities and obligations after the Spin-off with respect to taxes for the periods ending on or before the Spin-off. Generally, all pre-Spin-off taxes, including any taxes that are incurred as a result of restructuring activities undertaken to implement the Spin-off, are borne by us, and we will indemnify EchoStar for such taxes. However, we are not liable for and will not indemnify EchoStar for any taxes that are incurred as a result of the Spin-off or certain related transactions failing to qualify as tax-free distributions pursuant to any provision of Section 355 or Section 361 of the Code because of (i) a direct or indirect acquisition of any of EchoStar’s stock, stock options or assets, (ii) any action that EchoStar takes or fails to take or (iii) any action that EchoStar takes that is inconsistent with the information and representations furnished to the IRS in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel with respect to the Spin-off or certain related transactions. In such case, EchoStar is solely liable for, and will indemnify us for, any resulting taxes, as well as any losses, claims and expenses. The tax sharing agreement will only terminate after the later of the full period of all applicable statutes of limitations including extensions or once all rights and obligations are fully effectuated or performed. No payments were made under the tax sharing agreement during 2008.

Transition Services Agreement

We entered into a transition services agreement with EchoStar pursuant to which we, or one of our subsidiaries, provide certain transitional services to EchoStar. Under the transition services agreement, EchoStar has the right, but not the obligation, to receive the following services from us or one of our subsidiaries: finance, information technology, benefits administration, travel and event coordination, human resources, human resources development (training), program management, internal audit and corporate quality, legal, accounting and tax, and other support services.

The fees for the services provided under such agreement are cost plus a fixed margin, which will vary depending on the nature of the products and services provided. We earned revenues of approximately $22,300,000 from EchoStar under the transition services agreement during 2008. We may terminate the transition services agreement with respect to a particular service for any reason upon thirty days prior written notice. The transition services agreement expires on December 31, 2010.

TT&C Agreement

We need EchoStar to provide telemetry, tracking and control (“TT&C”) services to support our satellite fleet. As a result, we entered into a TT&C agreement with EchoStar under which EchoStar will provide TT&C services to us. The fees for the services to be provided under the TT&C agreement are cost plus a fixed margin. We incurred expenses payable to EchoStar of approximately $1 million under the TT&C agreement during 2008. The TT&C agreement expires on December 31, 2009. We have the right, but not the obligation, to extend the agreement annually for up to an additional two years. We may terminate the TT&C agreement for any reason upon sixty days’ prior written notice.

NagraStar

In connection with the Spin-off, we contributed our 50% interest in NagraStar L.L.C. (“NagraStar”), a joint venture that is our exclusive provider of encryption and related security systems, to EchoStar. During the year ended December 31, 2008 we purchased $58.2 million of security access devices from NagraStar. As of December 31, 2008, there were outstanding invoices from NagraStar to us totaling approximately $44.3 million. Additionally, as of December 31, 2008, there were outstanding purchase orders from us to NagraStar totaling approximately $25.4 million for security access devices.

Nimiq 5 Agreement

On March 11, 2008, EchoStar entered into a transponder service agreement (the “Transponder Agreement”) with Bell ExpressVu Inc., in its capacity as General Partner of Bell ExpressVu Limited Partnership (“Bell ExpressVu”), which provides, among other things, for the provision by Bell ExpressVu to EchoStar of service on sixteen BSS transponders on the Nimiq 5 satellite at the 72.7° W.L. orbital location, all in accordance with the terms and conditions of the Transponder Agreement. The Nimiq 5 satellite is expected to be launched in the second half of 2009. Bell ExpressVu currently has the right to receive service on the entire communications capacity of the Nimiq 5 satellite pursuant to an agreement with Telesat Canada. On March 11, 2008, EchoStar also entered into a transponder service agreement with DISH Network L.L.C. (“DISH L.L.C.”), a wholly-owned subsidiary of us, pursuant to which DISH L.L.C. will receive service from EchoStar on all of the BSS transponders covered by the Transponder Agreement (the “DISH Agreement”). We guaranteed certain obligations of EchoStar under the Transponder Agreement.

Under the terms of the Transponder Agreement, EchoStar will make certain up-front payments to Bell ExpressVu through the service commencement date on the Nimiq 5 satellite and thereafter will make certain monthly payments to Bell ExpressVu for the remainder of the service term. Unless earlier terminated under the terms and conditions of the Transponder Agreement, the service term will expire fifteen years following the actual service commencement date of the Nimiq 5 satellite. Upon expiration of this initial term, EchoStar has the option to continue to receive service on the Nimiq 5 satellite on a month-to-month basis. Upon a launch failure, in-orbit failure or end-of-life of the Nimiq 5 satellite, and in certain other circumstances, EchoStar has certain rights to receive service from Bell ExpressVu on a replacement satellite.

Under the terms of the DISH Agreement, DISH L.L.C. will make certain monthly payments to EchoStar commencing when the Nimiq 5 satellite is placed into service (the “In-Service Date”) and continuing through the service term. Unless earlier terminated under the terms and conditions of the DISH Agreement, the service term will expire ten years following the In-Service Date. Upon expiration of the initial term, DISH L.L.C. has the option to renew the DISH Agreement on a year-to-year basis through the end-of-life of the Nimiq 5 satellite. Upon a launch failure, in-orbit failure or end-of-life of the Nimiq 5 satellite, and in certain other circumstances, DISH L.L.C. has certain rights to receive service from EchoStar on a replacement satellite.

QuetzSat-1 Agreement

On November 24, 2008, EchoStar 77 Corporation (“EchoStar 77”), a direct wholly-owned subsidiary of EchoStar entered into a satellite service agreement (the “Satellite Agreement”) with SES Latin America S.A. (“SES”), which provides, among other things, for the provision by SES to EchoStar 77 of service on thirty-two BSS transponders on the new QuetzSat-1 satellite expected to be placed in service at the 77° W.L. orbital location, all in accordance with the terms and conditions of the Satellite Agreement. SES has since entered into a contract to procure the QuetzSat-1 satellite from Space Systems Loral, Inc. On November 24, 2008, EchoStar 77 also entered into a transponder service agreement with DISH L.L.C. pursuant to which DISH L.L.C. will receive service from EchoStar on twenty-four of the BSS transponders covered by the Satellite Agreement (the “DISH Agreement”).

Under the terms of the Satellite Agreement, EchoStar 77 will make certain up-front payments to SES through the service commencement date on the QuetzSat-1 satellite and thereafter will make certain monthly payments to SES for the remainder of the service term. Unless earlier terminated under the terms and conditions of the Satellite Agreement, the service term will expire ten years following the actual service commencement date of the QuetzSat-1 satellite. Upon expiration of the initial term, EchoStar 77 has the option to renew the Satellite Agreement on a year-to-year basis through the end-of-life of the QuetzSat-1 satellite. Upon a launch failure, in-orbit failure or end-of-life of the QuetzSat-1 satellite, and in certain other circumstances, EchoStar 77 has certain rights to receive service from SES on a replacement satellite.

Under the terms of the DISH Agreement, DISH L.L.C. will make certain monthly payments to EchoStar 77 commencing when the QuetzSat-1 satellite is placed into service (the “In-Service Date”) and continuing through the service term. Unless earlier terminated under the terms and conditions of the DISH Agreement, the service term will expire ten years following the In-Service Date. Upon expiration of the initial term, DISH L.L.C. has the option to renew the DISH Agreement on a year-to-year basis through the end-of-life of the QuetzSat-1 satellite. Upon a launch failure, in-orbit failure or end-of-life of the QuetzSat-1 satellite, and in certain other circumstances, DISH L.L.C. has certain rights to receive service from EchoStar 77 on a replacement satellite.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Appointment of Independent Registered Public Accounting Firm

Appointment of Independent Registered Public Accounting Firm for 2009. KPMG served as our independent registered public accounting firm for the fiscal year ended December 31, 2008, and the Board has proposed that our shareholders ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2009. Please see Proposal No. 2 below.