Exhibit 10.37



|                                                      |  |     
|----------------------------------------------------- |  | ----
|n  Jack A. Shaw President and Chief Executive Officer |  | LOGO



DIRECTV



PanAmSat



DIRECTV Latin America



Hughes Network Systems



April 29, 2003



Dear



As a senior leader of HUGHES, you have
been selected to participate in the Long-Term Achievement Plan (LTAP) for the 2003-2005 performance period. We continue to use relative Total Shareholder Return (TSR) as our LTAP performance measure, while using our AIP metrics to drive this
years business plan. Over the last several quarters, we have seen that sticking to our plans, improving our operating performance and fulfilling our commitments is paying off. However, I know that we still have more to do to create the type of
financial returns that we and our shareholders expect.



We need to continue to
improve our operating efficiencies, provide excellent customer service and outwit our competition. As a leadership team we are proving that we can transform our business by focusing on profitable growth. Following are key components of AIP and LTAP
that will drive and reward this performance, along with a statement on your personal compensation targets and information on the impact of the transaction on these plans.



2003 AIP



Your 2003 AIP award will be based on the performance of HUGHES, your operating company (as applicable) and your own personal performance towards meeting your 2003 goals.



As you can see from the chart below, we have once again raised the bar of our
business plan performance targets. In some cases, such as Revenue, there is little room for falling below target and still achieving an AIP payout. In others, such as Net Income and Cash, a lot more stretch is required to achieve maximum payout.



|                                             |  |        |   |    |              |                                      |   |             |   |       |              |     |   |        | 
|-------------------------------------------- |  | ------ | - | -- | ------------ | ------------------------------------ | - | ----------- | - | ----- | ------------ | --- | - | ------ | 
|HUGHES Metric                                |  | Weight |   |    | Minimum ($M) |                                      |   | Target ($M) |   |       | Maximum ($M) |    
|Revenue                                      |  | 25     | % |    | $            | 8,950                                |   |             | $ | 9,350 |              |     | $ | 11,688 | 
|Net Income                                   |  | 30     | % |    |              | ($420                                | ) |             |   | ($365 | )            |     | $ | 0      | 
|Cash Supplied/(Required)                     |  | 30     | % |    |              | ($230                                | ) |             |   | ($180 | )            |     | $ | 0      | 
|Customer Satisfaction                        |  | 15     | % |    |              | Weighted average of OpCo performance |  
|If performance is achieved, AIP is funded at |  |        |   | 50 | %            |                                      |   | 100         | % |       |              | 200 | %



Note: Operating company metrics align
with these HUGHES level metrics and are tailored to reflect the strategy of each business. In order for the operating companies to receive funding, the HUGHES minimum funding must be achieved, as well as their own plan thresholds.



P.O. Box
956    200  N  Sepulveda  Blvd  El  Segundo,  CA  90245 - 0956

phone  310.662.9977        fax  310.322.1534





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April 29, 2003

Page 2



2003-2005 LTAP



Your LTAP grant is denominated in shares of GMH stock. The 3-year plan performance is based solely on GMH Total Shareholder Return (TSR) relative to selected competitors (as shown in the enclosed materials). This
performance against relative TSR will increase or decrease the number of shares awarded to you in three years. Market price appreciation of these shares can also add significantly to the value of final awards in this plan.



|                                                     |  |              |  |                                     |  |              |  |       
|---------------------------------------------------- |  | ------------ |  | ----------------------------------- |  | ------------ |  | ------
|LTAP Metric                                          |  | Minimum ($M) |  | Target ($M)                         |  | Maximum ($M) |  | Weight
|GMH TSR Over 3 Years                                 |  | 50th%ile     |  | 75th%ile                            |  | 90th%ile     |  | 100%  
|                                                     |  |              |  | (We exceed 75% ofCompetitors TSRs) |  |              |  |       
|If Performance is Achieved, Shares are multiplied by |  | 40%          |  | 100%                                |  | 175%         |  |       



Of course, metrics alone cannot drive
company performance. HUGHES success depends on your ability as a senior leader to align organizational and individual goals with these overall company metrics. I count on you, as a senior leader of HUGHES, to communicate this line of sight to your
employees  keeping them focussed on what matters on a day to day basis.



We have already had an eventful first quarter  our due diligence efforts culminated in the News Corp. announcement, terrific operating performance led to an increase in our guidance, we completed the DIRECTV financing package and
DIRECTV Latin America filed under Chapter 11 for reorganization. The rest of the year will bring equally tough challenges and successes as we continue to increase operational efficiencies while driving towards our transaction completion. I know you
can meet these challenges and inspire your employees to do the same. I look forward to working together with you as we reach our goals and meet our commitments in 2003.



Sincerely,



LOGO



Enc.





---

2003 Total Compensation Statement for

Long Term Achievement Plan Participant



Keith Landenberger



|                               |  |        |  |       | 
|------------------------------ |  | ------ |  | ----- | 
|                               |  | Target |  | Value
|Base Salary1                   |  |        |  |       | 
|AIP Target2                    |  |        |  |       | 
|Weighted 100% Hughes Corporate |  | %      |  | $     | 
|LTAP3                          |  |        |  |       | 
|GMH Shares                     |  | %      |  | $     | 
|Total Compensation4            |  |        |  | $     | 



Footnotes:



|1) | Current Base Salary.
|-- | --------------------



|2) | AIP target value based on current salary.
|-- | -----------------------------------------



|3) | LTAP target value based on January 1, 2003 base salary and LTAP target shares calculated using the December 2002 GMH average daily price of $11.02.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------



|4) | Total Compensation excludes benefits and perquisites.
|-- | -----------------------------------------------------



Monday, April 28, 2003