ATTORNEY / CLIENT PRIVILEGED Confidential Draft Starz / Netflix Considerations FOR SONY INTERNAL USE ONLY December 1, 2008 [DRAFT]

1 Executive Summary We have made progress toward an extension and a framework for Starz’ approach to internet SOD By delaying the XBOX launch to December 15, we delayed our need to file a TRO until December 12. Our goal is to close a deal beforehand The terms currently being discussed would: –Extend the output deal through 2016 (currently expires in 2013) –Adjust rate card while retaining bonus payments; generating $160-$225MM in annual revenue during the extension –Introduce title caps; but maintain flexibility with regard to slate / title mix –Provide additional benefits (extend VOD to 72 hours, decrease EST price floor) –Address internet SOD, requiring premium pricing and branding with some financial upside opportunity for SPE

2 Overall Deal Parameters Extension 3 year extensionExtends beyond current deal, which expires 2013 Provides Sony security of Pay TV deal through 2016 Value Annual value in of $160MM - $225MM Above market Specific annual fees depend on slate $40MM bonus + 35% rate reduction translates to a roughly 30% decrease in all-in fees Above Market Deal Terms 50 title cap $40MM bonus Overall rate card All studios have title caps; ours would be the highest and is distinct from a cap on absolute dollar fees We would receive the only bonus in the industry Rate card would be above market, even after reductions Other Benefits 72 hour PPV/VOD viewing Reduce Pay 2 EST Floor to $3.50 Increases value in pre-PayTV windows SOD Premium pricing / access Premium branding Modest incremental fees Structure is in the spirit of traditional Pay TV flat fee model; but provides clear definition for “Pay TV on the internet” Potential additional upside for Sony Concessions 50 title cap 12.5% reduction in rate card Expand Pay 1 window (market is 18 months) Cap on titles and near-term reduction are non-negotiable for Starz Pay 1 window is important to Starz but may be negotiable Terms Comments

3 Revenues for Extension – Fees Per Year ( ) (1)(2) $160 $224 Footnotes: 1)Does not include potential library deal or incremental digital profits. 2)Low slate assumes volumes in-line with last 3 years experience, high slate assumes volumes in-line with slate used in MRP Annual Revenues in Extension Comments Total dollar value depends on slate Low slate compares to a trailing 3 years average of $230MM –$182.6MM fees –$47.5MM bonus

4 Starz will Remain a Premium Branded Service Starz is bundled with premium services from Cable MSO, Satellite and Telco providers –Packages with Starz are priced on average roughly 40% above entry-level prices –Starz brand is generally called-out as one of the main value drivers of the upgraded package –Premium marketing approach has led to Starz reaching 17MM cable / satellite / fiber households The method for making Starz available digitally will be subject to a similar approach –Packages that include Starz would be above entry-level broadband or subject to an a la carte charge –Starz brand would be specifically called-out as one of the main value drivers of the upgraded package –Starz would be made available in no more than 30MM broadband households to ensure premium positioning

5 Pricing Starz as a Premium Service Area Basic Package Est. Current Basic Price Least Expensive Package with Starz Est. Lowest Price with Starz Est. Minimum Add-on Cost for Bundles w/Starz Premium Cable (Comcast) “Enhanced Cable” $38.98 “On Demand Silver” $55.95$ % Satellite (DirecTV) “Family Package” $29.99 “Choice Extra” $ $57.99 (3) $5-$2817%-93% DSL (Verizon) (1) “Starter Plan” 1 Mbps $19.99 “Power Plan” 3Mbps $29.99$1050% Cable broadband (1) Confirming$33Confirming$40 -$45$7-$1221%-36% Websites (on top of broadband) Lowest Cost 1Mbps Broadband $19.99 DSL Plus $7.99 ALC or bundle with $13.99 website subscription $ $33.98 $7.99-$ %-70% Footnotes: 1)Structured as 1 tier above the 1MB. 2)Average price paid by someone with access to Starz 3)Note, $34.99 is for first 12 months only

6 Subscribers included in Caps and Rate Card Total Digital Subscriber CapSubscribers Subject to Rate Card Cable Satellite IPTV (Fios) All other digital delivery subscribers (including DSL bundle) are subject to 30MM Cap Excluded Included Excluded Included Cable Satellite IPTV (Fios) DSL Open internet on a service that feels like cable All other digital delivery (Amazon, Blockbuster, Hulu) subscribers are subject to a per-sub rate card

7 Digital Rate Card Proposal Starz Proposal: –$2.0MM per year over the next 3 years for the Netflix deal –Per sub fee on all “included” subs –Incremental fees are structured as follows: –Cap of $14.6MM per year Sample Potential Economics Footnotes: 1)Netflix subs do not count towards rate card until after 3 year settlement. [Confirm Subs]

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9 Potential Response ItemApproachImportance “Shadow Economics” Revenue share model which is an approximation of the per sub fee rate card proposed by Starz Low Grow rate card/capsExpands cap limitsLow Include DSL subs Expand the sub definition to include DSL subs in the rate card calculation so that fees can be collected Low Increase Netflix value Rationale is to move likely digital fees closer to 5-10% of traditional license fee deal Medium

10 Timeline of Current and Proposed Windows Theatrical Release DVD / VOD Day & Date PPV / VOD Standard 12 months from theaters (10 months) Key: Existing (Requested) 8 months from VOD – lets us do early window (3½ months) 6 months from DVD (4½ months) 6 months from PPV (3½ months) Home Theater 4 weeks Pay 1Triggers Pay 1 Window: 15 Mos. + 30d Black Period (18 months) Early Window/ VOD

11 Discussion Summary Progress: After solid work Sat, Sunday and Monday, we have made a lot of progress towards closing an extension and resolving how Starz will distribute SOD on the Internet Extension: Our new deal would go 3 more years -- through 2016 releases. This is a big win, given Paramount doesn't have a deal and HBO is unwilling to take us in (and, they think, legally unable to include us, for antitrust reasons, unless they get rid of another studio) Bonus/Fees: Our deal is now above market. We maintained our current bonus ($47.5m) through the existing term and a obtained a new bonus ($40m) for each year of the extension period. No other studio has a bonus. Although the pay market is declining and our ratecard will take a reduction, our compensation in the extension continues to be above market SOD - Internet: –The key elements we needed and got were:  (a) Premium Pricing and (b) Distinctive Starz Branding. This maintains the perception of "premium pay", protecting the network window (and also, to a lesser extent, DVD and digital) –Nice-to-haves we got were:  (a) a cap on the number Internet users (to maintain premium positioning) and  (b) financial participation in the Netflix deal and potential upside from Internet subscriber growth outside of Netflix Digital Wins: –72 hour VOD window –Pricing flexibility for EST during Pay 2 (old floor was $6.95, new floor is $3.50) –Requested (not agreed yet) carve outs for digital SOD during network window Volume: Ours is the last studio deal that was uncapped. Starz agreed to the cap we proposed (50 total, including 25 Columbia titles, 15 SPC and 10 other "Acquisitions/rent-a-system"). Our volume has never approached these caps TRO/Litigation Position Preserved: We persuaded Starz to delay the XBox roll out until 12/15. This means we keep the leverage of seeking a TRO until 12/12, when we'd have to file

12 Internet Service Provider Monthly Rates

13 Consumer Cost Comparison