The DirecTV Group (DTV)

Agreements with Former Executive Officers

        On March 7, 2005, Mitchell Stern ceased to serve as President and Chief Executive Officer of DIRECTV Holdings LLC ("DIRECTV Holdings"), a wholly-owned subsidiary of the Company. Effective April 1, 2005, his employment under the employment agreement dated as of January 1, 2004, among the Company, DIRECTV Holdings and Mr. Stern terminated. Pursuant to his employment agreement and the related Performance Stock Unit Award Agreement between the Company and Mr. Stern dated as of March 16, 2004, Mr. Stern received the following in connection with the termination of his employment:

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Payment of $519,012 base salary for January 1, 2005 through April 1, 2005, and, following termination, payment of $519,012 in lieu of pro-rated 2005 bonus.



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Accelerated vesting of 325,000 RSUs for services performed in 2004 and 2005. These units vested on December 31, 2005, and were valued at $4,589,800 as of December 31, 2005, with a cash payment of this amount in lieu of shares in January 2006.



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Payment of an amount equal to the difference between (a) the amounts actually paid to Mr. Stern during his employment in respect of base, bonus and restricted stock units as described above, and (b) the minimum guaranteed annual compensation under his employment agreement ($5,000,000) for the period through the termination date, plus two years. A portion ($6,000,000) of this amount was paid on April 4, 2005, and the balance of $622,976 was paid in January 2006. In addition, because Mr. Stern agreed not to require the payment in advance of the difference between (b) and (a) above, as contemplated by his employment agreement, the Company paid interest at 5.12% per annum on such difference from April 1, 2005, until payment was made in January 2006. That interest payment totaled $202,516. In addition to these amounts, under Mr. Stern's employment agreement the Company paid $18,000 as the difference between pension benefits earned at the Company and the pension benefit that would have been earned had he continued his employment with News America, Inc.



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Continuation of certain benefits through January 1, 2008, except that (a) health care coverage valued at $30,774 for 2005 (other than retiree health care coverage) terminates if Mr. Stern receives health care coverage from a subsequent employer and is bridged to age 55 if he does not receive such coverage, (b) the Company is required to provide retiree medical benefits at

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age 55, as if he had continued as an employee of the Company through that date, and (c) the pension and welfare benefits must, in the aggregate, be of no less value to Mr. Stern than those provided by News America Incorporated at January 1, 2004. Mr. Stern also received a single premium $2 million term life insurance policy with a term through the scheduled end of his employment agreement at a cost to the Company of $113,280. The policy was cancelled near the expiration of the first year of coverage, and a partial premium refund of approximately $64,000 was received by Mr. Stern.

        Mr. Stern continues to be subject to certain confidentiality, non-hire and proprietary information provisions in his employment agreement and related agreements.