The DirecTV Group (DTV)

Agreements with Executive Officers

Employment Agreement with the Chief Executive Officer of the Company

        Term.    The term of the agreement is from August 9, 2007 through December 31, 2010. Mr. Carey has agreed to work full time for the Company during the term of his employment, subject to continued service on specified boards.

        Base Salary.    Mr. Carey receives a base salary of $2,222,000 per year, subject to annual cost of living adjustments. His 2008 salary is shown in Supplementary Table 5 on page 26.

        Annual Cash Bonus.    Mr. Carey is eligible to receive an annual performance bonus. The target annual bonus is 150% of his base salary for the applicable year. The Committee determines the amount of this bonus annually, in accordance with, and upon satisfaction of the standards contained in the Bonus Plan.

        Restricted Stock Units.    The Committee authorized the grant to Mr. Carey of 428,900 RSUs in August 2007. These RSUs vest at the end of his current employment agreement, which is December 31, 2010, and may be increased by up to 25% if the performance goals are exceeded, and are subject to

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downward adjustment based on the Company's achievement of certain performance standards established at the time of grant or otherwise in the Committee's discretion.

        Stock Options.    The Committee authorized the grant to Mr. Carey of 1,209,400 stock options in August 13, 2007, with the exercise price of $22.43 per share, which was the closing stock market price on that date. These options vest and become exercisable one-third per year on each of December 31, 2008, 2009 and 2010. The options expire August 13, 2017.

        Noncompetition and Confidentiality.    Mr. Carey has agreed not to compete with the Company during the term of his employment and for 12 months thereafter. He has also agreed, during the term of his employment and for 12 months thereafter, not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, Mr. Carey is required to maintain the confidentiality of certain information of the Company, and not to use such information except for the benefit of the Company.

        Termination.    The terms and conditions for compensation upon termination of employment are summarized in the section "Potential Payments upon Termination or Change in Control" beginning on page 53.

Other Employment Agreements with Named Executive Officers

        We have entered into employment agreements with each of the other named executives. The material terms of these agreements are:

        Term.    The term of each agreement with Messrs. Churchill and Hunter is from January 1, 2007 through December 31, 2009. The term of Mr. Palkovic's agreement is from October 5, 2007 through December 31, 2010. The term of Mr. Doyle's agreement is October 30, 2008 through December 31, 2011.

        Base Salary.    The 2008 base salaries for the executives are shown in Supplementary Table 5 on page 26. Base salaries are subject to increase at the discretion of the Company, commensurate with the other senior executives of the Company, with the actual salary increase subject to the Committee's approval.

        Annual Cash Bonus.    The target bonus percentage of each officer's base salary for the applicable year is shown in Supplementary Table 5 on page 26. Each of these executive officers is eligible to receive an annual performance bonus, payable in cash, subject to the recommendation of the Chief Executive Officer and the Committee's approval in accordance with, and upon satisfaction of, the standards contained in the Bonus Plan.

        Restricted Stock Units.    The numbers of RSUs granted to the named executive officers, other than Mr. Carey, in 2008 are shown in 2008 Grants of Plan-Based Awards on page 43 and Supplementary Table 5 on page 26. The number of RSUs granted to each of these executive officers is determined annually and the RSUs will vest three years after grant, subject to the performance standards established at the time the RSUs are granted. Under the agreements, annual grants will be commensurate with the other senior executives of the Company and, at grant, are expected to have a fair market value at least equal to each executive's base salary.

        Noncompetition and Confidentiality.    Each executive officer has agreed not to compete with the Company during the term of his employment agreement and for 12 months thereafter. Each executive officer has also agreed not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment during the term of his employment and for 12 months thereafter. Further, each executive officer is required to maintain the confidentiality of certain information of the Company and not to use such information except for the benefit of the Company.

        Termination.    The terms and conditions for compensation upon termination of employment are summarized in the section "Potential Payments upon Termination or Change in Control" beginning on page 53.

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