AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of this 9^th day of September, 2003, by and among Liberty Media Corporation, a Delaware corporation ("Parent"), ONCO Acquisition Co., a Delaware corporation ("Merger Sub"), and On Command Corporation, a Delaware corporation (the "Company").

RECITALS

        WHEREAS, Parent beneficially owns approximately 87% of the issued and outstanding common stock of Liberty Satellite & Technology, Inc. ("LSAT"), which in turn owns approximately 74% of the Company's issued and outstanding common stock;

        WHEREAS, Merger Sub is an indirect controlled subsidiary of Parent;

        WHEREAS, Parent, acting through Merger Sub, desires to acquire all of the common stock of the Company that Parent and LSAT do not beneficially own;

        WHEREAS, the Boards of Directors of Parent, Merger Sub and the Company each have determined that it is advisable and in the best interests of their respective stockholders for Parent to so acquire such common stock and, to that end, for Merger Sub to merge with and into the Company (the "Merger") upon the terms and subject to the conditions of this Agreement; and

        NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

        1.1    Certain Definitions.    As used in this Agreement, the following terms will have the following meanings unless the context otherwise requires:

                 "Acquisition Proposal"  means any offer or proposal by any Person or group of Persons concerning (i) any tender or exchange offer, (ii) any merger, share exchange, recapitalization, consolidation or other business combination involving the Company or (iii) an acquisition in any manner, directly or indirectly, of a significant equity interest in, or a substantial portion of the assets of, the Company, other than pursuant to the transactions contemplated by this Agreement.

                 "Adjusted Parent Market Value"  means the greater of (i) the Floor Value and (ii) the average of the last sale prices (or, if on any day no sale price is reported, the average of the high bid and low ask prices on such day) of a share of Parent Series A Stock on the NYSE over the five consecutive trading days ending on the third trading day preceding the Closing Date.

                 "Affiliate"  of any Person has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act. For purposes of this Agreement (other than Section 3.3), unless otherwise specified, (A) neither the Company nor any of its Subsidiaries will be deemed to be Affiliates of Parent or any of Parent's Subsidiaries; (B) neither Parent nor any of its Subsidiaries will be deemed to be Affiliates of the Company or any of the Company's Subsidiaries; (C) none of the Affiliates of the Company or any of its Subsidiaries (the "Company Affiliates") will be deemed to be an Affiliate of Parent or any of Parent's Subsidiaries, unless such Company Affiliate would be such an Affiliate if neither Parent nor any of its Subsidiaries (1) owned any capital stock of the Company, (2) designated or nominated, or possessed any contractual right to designate or nominate, any directors of the Company or any of its Subsidiaries or (3) otherwise possessed, directly or indirectly, the power to direct or cause the direction of the management or policies of the Company or any of its Subsidiaries; and (D) none of the Affiliates of Parent or any of Parent's Subsidiaries ("Parent Affiliates") will be deemed to be an Affiliate of the Company or any of the Company's Subsidiaries, unless such Parent Affiliate would be

such an Affiliate if neither Parent nor any of its Subsidiaries (1) owned any capital stock of the Company, (2) designated or nominated, or possessed any contractual right to designate or nominate, any directors of the Company or any of its Subsidiaries or (3) otherwise possessed, directly or indirectly, the power to direct or cause the direction of the management or policies of the Company or any of its Subsidiaries.

                 "Agreement"  has the meaning specified in the preamble.

                 "Certificates"  has the meaning specified in Section 2.4(b).

                 "Certificate of Merger"  means the certificate of merger with respect to the Merger, containing the provisions required by, and executed in accordance with, Section 251 of the DGCL.

                 "Change of Control"  means any (i) change in the direct or indirect record or beneficial ownership of any of the equity securities of the Company or any of its Subsidiaries, (ii) merger, consolidation, statutory share exchange or other transaction involving the Company or any of its Subsidiaries or (iii) change in the composition of the board of directors or other governing body of the Company or any of its Subsidiaries.

                 "Change of Control Covenant"  means any covenant, agreement or other provision pursuant to which the occurrence or existence of a Change of Control would result in a violation or breach of, constitute (with or without due notice or lapse of time or both) or permit any Person to declare a default or event of default under, give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments under, give rise to or accelerate any material obligation (including any obligation to, or to offer to, repurchase, prepay, repay or make increased payments) or result in the loss or modification of any material right or benefit under, or result in any Restriction or give any Person the right to obtain any Restriction on any capital stock or other securities or ownership interests pursuant to, or result in any Lien or give any Person the right to obtain any Lien on any material asset pursuant to, any Contract to which the Company or any of its Subsidiaries is or becomes a party or to which the Company or any of its Subsidiaries or any of their respective assets are or become subject or bound.

                 "Closing"  means the consummation of the transactions contemplated by this Agreement.

                 "Closing Date"  means the date on which the Closing occurs pursuant to Section 2.2.

                 "Code"  means the Internal Revenue Code of 1986, as amended.

                 "Company"  has the meaning specified in the preamble.

                 "Company Board"  means the Board of Directors of the Company. To the extent the Company Board determines that any action or determination to be made by the Company Board is to be made by the independent directors serving on the Company Board, references to determinations by the Company Board shall be references to determinations by such independent directors.

                 "Company Charter"  means the Restated Certificate of Incorporation of the Company, including any certificate of designations filed with respect to the Company Preferred Stock, as amended to the date hereof.

                 "Company Common Stock"  means the common stock, par value $.01 per share, of the Company.

                 "Company Equity Affiliates"  has the meaning specified in Section 4.1.

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                 "Company Material Adverse Effect"  means a Material Adverse Effect with respect to the Company or a material adverse effect on the ability of the Company to consummate the Merger and the transactions contemplated by this Agreement.

                 "Company Option"  has the meaning specified in Section 2.6(a).

                 "Company Plan"  means each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to at any time since December 31, 1999 by the Company or by any trade or business, whether or not incorporated ("ERISA Affiliate"), that together with the Company would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, for the benefit of any employee, director or former employee or director of the Company or any ERISA Affiliate including any such type of plan established, maintained or contributed to under the laws of any foreign country; provided, however, that Company Plan will not include any such plan or arrangement maintained by Parent.

                 "Company Preferred Stock"  means the preferred stock, par value $.01 per share, of the Company.

                 "Company Restricted Stock"  has the meaning specified in Section 2.6(c).

                 "Company SAR"  has the meaning specified in Section 2.6(b).

                 "Company SEC Filings"  has the meaning specified in Section 4.4.

                 "Company Series A Preferred Stock"  means the Series A Convertible Participating Preferred Stock, par value $.01 per share, of the Company.

                 "Company Series B Preferred Stock"  means the Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Company.

                 "Company Series C Preferred Stock"  means the Series C Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Company.

                 "Company Series D Preferred Stock"  means the Series D Cumulative Convertible Redeemable Preferred Stock, par value $.01 per share, of the Company.

                 "Company Series A Warrants"  means the Series A Common Stock Purchase Warrants of the Company, issued pursuant to the Warrant Agreement.

                 "Company Series B Warrants"  means the Series B Common Stock Purchase Warrants of the Company, issued pursuant to the Warrant Agreement.

                 "Company Series C Warrants"  means the Series C Common Stock Purchase Warrants of the Company, issued pursuant to the Warrant Agreement.

                 "Company Stock"  means the Company Common Stock and the Company Preferred Stock.

                 "Company Warrants"  means the Company Series A Warrants, the Company Series B Warrants and the Company Series C Warrants.

                 "Contract Consent"  has the meaning specified in Section 4.5(iii).

                 "Contract Notice"  has the meaning specified in Section 4.5(iii).

                 "Contract"  has the meaning specified in Section 4.5(iv).

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                 "Control"  means, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

                 "Converted Option"  has the meaning specified in Section 2.6(a).

                 "Converted SAR"  has the meaning specified in Section 2.6(b).

                 "Converted Warrant"  has the meaning specified in section 2.6(d).

                 "Convertible Securities"  has the meaning specified in Section 4.3(e).

                 "CSFB"  means Credit Suisse First Boston LLC.

                 "DGCL"  means the General Corporation Law of the State of Delaware.

                 "Dissenting Shares"  has the meaning specified in Section 2.7.

                 "Effective Time"  means the time when the Merger of Merger Sub with and into the Company becomes effective under applicable law as provided in Section 2.1(a).

                 "Environmental Laws"  has the meaning specified in Section 4.9(b).

                 "Equity Affiliate"  of a Person means any other Person in which the first Person directly or indirectly through a Subsidiary owns an investment accounted for by the equity method within the meaning of GAAP.

                 "ERISA"  means the Employee Retirement Income Security Act of 1974, as amended, and all regulations promulgated thereunder, as in effect from time to time.

                 "ERISA Affiliate"  has the meaning specified in the definition of the term "Company Plan".

                 "Exchange Agent"  has the meaning specified in Section 2.4(a).

                 "Exchange Agent Agreement"  has the meaning specified in Section 2.4(a).

                 "Exchange Act"  means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

                 "Exchange Ratio"  means a fraction equal to .166; provided, however, that (i) if the product of the Parent Market Value and .166 is greater than $2.10, the Exchange Ratio shall be a fraction (rounded if necessary to the nearest one thousandth) equal to $2.10 divided by the Parent Market Value and (ii) if the product of the Parent Market Value and .166 is less than $1.90, the Exchange Ratio shall be a fraction (rounded if necessary to the nearest one thousandth) equal to $1.90 divided by the Adjusted Parent Market Value; provided further, however, that the Exchange Ratio shall be subject to adjustment pursuant to Section 8.1(iv).

                 "Fairness Opinion"  has the meaning specified in Section 4.14.

                 "Floor Value"  means $10.00, as adjusted to appropriately and equitably reflect the changes described in Section 2.5.

                 "GAAP"  means generally accepted accounting principles as accepted by the accounting profession in the United States as in effect from time to time.

                 "Government Consent"  has the meaning specified in Section 4.5(ii).

                 "Governmental Entity"  means any court, arbitrator, administrative or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.

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                 "Governmental Filing"  has the meaning specified in Section 4.5(ii).

                 "Indebtedness"  means, with respect to any Person, without duplication (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (i) every liability of such Person (excluding intercompany accounts between the Company and any wholly-owned Subsidiary of the Company or between wholly-owned Subsidiaries of the Company) (A) for borrowed money, (B) evidenced by notes, bonds, debentures or other similar instruments (whether or not negotiable), (C) for reimbursement of amounts drawn under letters of credit, bankers' acceptances or similar facilities issued for the account of such Person, (D) issued or assumed as the deferred purchase price of property or services (excluding accounts payable) or (E) relating to a capitalized lease obligation and all debt attributable to sale/leaseback transactions of such Person; and (ii) every liability of others of the kind described in the preceding clause (i) that such Person has guaranteed or which is otherwise its legal liability.

                 "Indemnified Liabilities"  has the meaning specified in Section 6.6(a).

                 "Indemnified Parties"  has the meaning specified in Section 6.6(a).

                 "Indemnified Party"  has the meaning specified in Section 6.6(a).

                 "Injunction"  has the meaning specified in Section 3.4.

                 "Legal Proceeding"  means any private or governmental action, suit, complaint, arbitration, mediation, legal or administrative proceeding or investigation.

                 "License"  means any license, franchise, ordinance, authorization, permit, certificate, variance, exemption, concession, lease, right of way, easement, instrument, order and approval, domestic or foreign.

                 "Lien"  means any security interest, mortgage, pledge, hypothecation, charge, claim, option, right to acquire, adverse interest, assignment, deposit arrangement, encumbrance, restriction, lien (statutory or other), or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

                 "Local Approvals"  has the meaning specified in Section 4.5(ii).

                 "LSAT"  has the meaning specified in the recitals.

                 "Material Adverse Effect"  means (A) with respect to Parent, a material adverse effect on the business, properties, operations or financial condition of Parent and its Subsidiaries (including the Company and its Subsidiaries) taken as a whole, other than any such effect arising out of or resulting from (i) any change in the trading prices of Parent Series A Stock between the date hereof and the Effective Time, (ii) any changes in GAAP which affect generally entities such as Parent or (iii) general business or economic conditions or from general changes in or affecting the industries in which Parent operates in areas where Parent does business directly or through its Subsidiaries (including the Company and its Subsidiaries), and (B) with respect to the Company, a material adverse effect on the business, properties, operations or financial condition of the Company and its Subsidiaries taken as a whole, other than any such effect arising out of or resulting from (i) any change in the trading prices of Company Common Stock between the date hereof and the Effective Time, (ii) any changes in GAAP which affect generally entities such as the Company or (iii) general business or economic conditions or from general changes in or affecting the industries in which the Company operates in areas where the Company does business directly or through its Subsidiaries.

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                 "Material Contract"  has the meaning specified in Section 4.12(a).

                 "Merger"  has the meaning specified in the recitals.

                 "Merger Sub"  has the meaning specified in the preamble hereto.

                 "NASD"  means the National Association of Securities Dealers, Inc.

                 "NYSE"  means The New York Stock Exchange.

                 "Parent"  has the meaning set forth in the preamble.

                 "Parent Charter"  means the Restated Certificate of Incorporation of Parent, as amended.

                 "Parent Market Price,"  on any date of determination, means the average of the last sales prices (or, if on any day no sale price is reported, the average of the high bid and low ask prices on such day) of a share of Parent Series A Stock on the NYSE on each of the five consecutive trading days immediately preceding the trading day prior to the date of such determination.

                 "Parent Market Value"  means the average of the last sale prices (or, if on any day no sale price is reported, the average of the high bid and low ask prices on such day) of a share of Parent Series A Stock on the NYSE over the five consecutive trading days ending on the third trading day preceding the Closing Date.

                 "Parent Material Adverse Effect"  means a Material Adverse Effect with respect to the Parent or a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger and the transactions contemplated by this Agreement.

                 "Parent Preferred Stock"  means the preferred stock, $.01 par value per share, of Parent.

                 "Parent SEC Filings"  has the meaning specified in Section 5.4.

                 "Parent Series A Stock"  means the Series A common stock, $.01 par value per share, of Parent, or such other securities as may be issuable to holders of Company Common Stock in the Merger in accordance with Section 2.5.

                 "Parent Series B Stock"  means the Series B common stock, $.01 par value per share, of Parent.

                 "Permits"  has the meaning specified in Section 4.9(a).

                 "Person"  means an individual, partnership, corporation, limited liability company, trust, unincorporated organization, association, joint venture or other entity or a government, agency, political subdivision, or instrumentality thereof.

                 "Proxy Statement"  has the meaning specified in Section 3.2(a).

                 "Registration Statement"  has the meaning specified in Section 3.2(a).

                 "Representatives"  has the meaning specified in Section 6.2.

                 "Restriction",  with respect to any capital stock or other security, means any voting or other trust or agreement, option, warrant, escrow arrangement, proxy, buy-sell agreement, power of attorney or other Contract, or any law, rule, regulation, order, judgment or decree which, conditionally or unconditionally: (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to purchase or sell or otherwise acquire, dispose of or issue, or otherwise results in or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may result in, any Person acquiring, (A) any of such capital stock or other security; (B) any of the proceeds of, or any

6

distributions paid or which are or may become payable with respect to, any of such capital stock or other security; or (C) any interest in such capital stock or other security or any such proceeds or distributions; (ii) restricts or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may restrict the transfer or voting of, or the exercise of any rights or the enjoyment of any benefits arising by reason of ownership of, any such capital stock or other security or any such proceeds or distributions; or (iii) creates or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may create a Lien or purported Lien affecting such capital stock or other security, proceeds or distributions.

                 "SEC"  means the Securities and Exchange Commission.

                 "Securities Act"  means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

                 "Significant Stockholder"  means any Person known to the Company to be the beneficial owner of 5% of more of the outstanding shares of Company Common Stock other than Parent or any of its Subsidiaries.

                 "Special Meeting"  has the meaning specified in Section 3.1.

                 "Subsidiary"  when used with respect to any Person, means any other Person (1) of which (x) in the case of a corporation, at least (A) a majority of the equity and (B) a majority of the voting interests are owned or Controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by such first Person and one or more of its Subsidiaries or (y) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries (A) owns a majority of the equity interests thereof and (B) has the power to elect or direct the election of a majority of the members of the governing body thereof or otherwise has Control over such organization or entity; or (2) that is required to be consolidated with such first Person for financial reporting purposes under GAAP; provided that, for purposes of the agreements set forth in Article III and Article VI, references to Subsidiaries will not include any Person as to which such first Person's voting interests are subject to a voting agreement, proxy, management contract or other arrangement as a result of which such first Person does not Control such other Person. For purposes of this Agreement, unless otherwise specified, neither the Company nor any of its Subsidiaries will be deemed to be Subsidiaries of Parent or any of Parent's Subsidiaries, whether or not they otherwise would be Subsidiaries of Parent or any of Parent's Subsidiaries under the foregoing definition.

                 "Surviving Corporation"  means the Company as the surviving corporation after the Merger as provided in Section 2.1(a).

                 "Tax"  or "Taxes" means (i) any and all federal, state, local and foreign taxes and other assessments, governmental charges, duties, fees, levies, impositions and liabilities in the nature of a tax, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes and (ii) all interest, penalties and additions imposed with respect to such amounts in clause (i).

                 "Tax Return"  means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any Tax including an information return, claim for refund, amended Tax return or declaration of estimated Tax.

                 "Treasury Regulations"  means the regulations promulgated under the Code in effect on the date hereof and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

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                 "Violation"  has the meaning specified in Section 4.5(iv).

                 "Voting Debt"  has the meaning specified in Section 4.3(d).

                 "Warrant Agent"  means The Bank of New York, as Warrant Agent under the Warrant Agreement, or any other Person who is duly appointed as the Warrant Agent pursuant to the terms and conditions of the Warrant Agreement.

                 "Warrant Agreement"  means the Warrant Agreement between the Company and The Bank of New York, as Warrant Agent, dated October 8, 1996.

                 "Wholly-Owned Subsidiary"  means, as to any Person, a Subsidiary of such Person, 100% of the equity and voting interest in which is owned, directly and/or indirectly, by such Person.

                 Terms Generally.  The definitions in Section 1.1 will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" will be deemed to be followed by the phrase "without limitation". The words "herein", "hereof" and "hereunder" and words of similar import refer to this Agreement (including the Exhibits and Schedules) in its entirety and not to any part hereof unless the context otherwise requires. As used herein, the term "to the knowledge of the Company" or any similar term relating to the Company's knowledge means the actual knowledge, without investigation, of any of Bernard G. Dvorak, Pamela J. Strauss, Chris Sophinos, David Simpson, Larry Smith and any other executive officers of the Company, and the term "to the knowledge of Parent" or any similar term relating to Parent's knowledge means the actual knowledge, without investigation, of any of the executive officers of Parent. All references herein to Articles, Sections, Exhibits and Schedules will be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context otherwise requires. Unless the context otherwise requires, any references to any agreement or other instrument or statute or regulation are to it as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provisions). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "business") will be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a business day, then such action or notice will be deferred until, or may be taken or given on, the next business day. As used herein, the phrase "made available" means that the information referred to has been made available if requested by the party to whom such information is to be made available.

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