The DirecTV Group (DTV)

Amendment No 2. to the Agreement and Plan of Merger

        On October 2, 2009, The DIRECTV Group, Inc. ("DIRECTV") and Liberty Media Corporation ("Liberty") and certain subsidiaries of DIRECTV and certain subsidiaries of Liberty entered into Amendment No. 2 (the "Merger Agreement Amendment") to that certain Agreement and Plan of Merger, dated as of May 3, 2009 (as amended, the "Merger Agreement"), by and among Liberty, Liberty Entertainment, Inc. ("LEI"), DIRECTV, DIRECTV ("Holdings"), DTVG One, Inc. and DTVG Two, Inc.

        The Merger Agreement Amendment, among other things, provides for the following:

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a new termination date of December 29, 2009;



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that the split-off of LEI by Liberty may not happen until the first to occur of (i) all of the conditions precedent set forth in Article VII of the Merger Agreement, other than those conditions precedent set forth in the Merger Agreement relating to the completion of the split-off and the Malone Contribution (as defined in the Merger Agreement) and those conditions precedent that by their nature are to be satisfied at closing, shall have been satisfied or, to the extent permitted under the terms of the Merger Agreement, waived and the parties to the Merger Agreement shall have confirmed that the closing will occur subject only to the satisfaction of those conditions precedent relating to the completion of the split-off and the Malone Contribution (as defined in the Merger Agreement) and those conditions that by their nature are to be satisfied at closing and (ii) the termination of the Merger Agreement;



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certain changes to the Merger Agreement and the form of amended and restated certificate of incorporation and by-laws of Holdings to implement the terms of the Stipulation of Settlement (as further described below); and



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amendments to the Reorganization Agreement, the Services Agreement and certain schedules to the Merger Agreement.

        The foregoing description of the Merger Agreement Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to (i) the Merger Agreement Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, (ii) Amendment No. 1 to the Merger Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 30, 2009 (the "July 30, 2009 8-K") and (iii) the Merger Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 4, 2009 (the "May 4, 2009 8-K").

Amendment No 1. to the Agreement and Plan of Merger

        On July 29, 2009, The DIRECTV Group, Inc. ("DIRECTV") and Liberty Media Corporation ("Liberty") and certain subsidiaries of DIRECTV and certain subsidiaries of Liberty entered into Amendment No. 1 (the "Merger Agreement Amendment") to that certain Agreement and Plan of Merger, dated as of May 3, 2009 (as amended, the "Merger Agreement"), by and among Liberty, Liberty Entertainment, Inc. ("LEI"), DIRECTV, DIRECTV ("Holdings"), DTVG One, Inc. and DTVG Two, Inc.

        The Merger Agreement Amendment, among other things, provides for the following:

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the elimination of LEI's right to terminate the Merger Agreement if Liberty does not receive prior to July 31, 2009 a private letter ruling from the IRS addressing certain tax considerations relating to the automatic conversion feature of Holdings' Class B Common Stock to be issued in the transactions. Instead, the Merger Agreement Amendment provides that LEI shall have the right to terminate the Merger Agreement at any time after the second business day following the date on which Liberty provides written notice to DIRECTV that Liberty has received the private letter ruling relating to the qualification of the Split-Off (as defined in the Merger Agreement) as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, as amended, unless prior to such time DIRECTV has delivered to Liberty: (a) written notice that the rulings as to certain specified tax matters are reasonably acceptable DIRECTV, (b) a written waiver of the related condition to closing, or (c) an officer's certificate to the effect that DIRECTV has received an opinion of its tax counsel with respect to such specified tax matters and the receipt of such ruling is waived by DIRECTV as a condition to the completion of the merger and replaced with a different condition regarding an absence of a change in applicable law;



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the identification of the Splitco Designees (as defined in the Merger Agreement Amendment) to the Holdings Board and appointment of a designee of LEI to the Nominating and Corporate Governance Committee and Compensation Committee of the Board of Directors of Holdings immediately before the Malone Contribution (as defined in the Merger Agreement);



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the requirement that a majority of DIRECTV stockholders excluding Liberty, any director or officer of Liberty, John C. Malone and any affiliate of John C. Malone, vote to approve the Voting and Right of First Refusal Agreement, dated as of May 3, 2009, by and among LEI, DIRECTV, Holdings, John C. Malone, Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A (as amended, the "Malone Agreement"), in addition to the Merger Agreement;



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that Liberty shall hold a special meeting of its stockholders to vote on the Split-Off, the Malone Agreement and the Merger Agreement as opposed to holding the vote of its stockholders on such matters at its annual meeting of its stockholders;



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the adoption by DIRECTV and Holdings of amendments to their respective By-Laws, to provide that (i) any candidate to be elected as the new President and Chief Executive Officer of DIRECTV and Holdings (to fill the vacancy created by the resignation of Chase Carey without regard to the appointment of Larry D. Hunter as interim Chief Executive Officer) would require the affirmative vote of at least eighty percent, rounded to the nearest whole number, of the number of members of the Board at the time of such election ("Supermajority Vote"), which Supermajority Vote would only be required for the election of the next President and Chief Executive Officer of DIRECTV and Holdings, (ii) any expansion of the size of the Board of Directors beyond twelve members would require the Supermajority Vote, and (iii) the election of the individual appointed by the Board of Directors of Holdings to serve as an independent

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director following the closing will require a Supermajority Vote (assuming the vacancy currently existing on the DIRECTV Board has not been filled prior to the closing and such individual will fill the corresponding slot on the Holdings Board);

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the amendment of certain schedules to the Reorganization Agreement, which is an Exhibit to the Merger Agreement; and



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certain changes to the excess share provision in the LEI and Holdings amended and restated certificates of incorporation and the redemption right in the Holdings amended and restated certificate of incorporation.

        The foregoing description of the Merger Agreement Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and to the Merger Agreement which is filed as Exhibit 10.1 to the Current Report on Form 8-K file with the SEC on May 4, 2009 (the "May 4, 2009 8-K").

Amendment No 1. to the Agreement and Plan of Merger

        On July 29, 2009, The DIRECTV Group, Inc. ("DIRECTV") and Liberty Media Corporation ("Liberty") and certain subsidiaries of DIRECTV and certain subsidiaries of Liberty entered into Amendment No. 1 (the "Merger Agreement Amendment") to that certain Agreement and Plan of Merger, dated as of May 3, 2009 (as amended, the "Merger Agreement"), by and among Liberty, Liberty Entertainment, Inc. ("LEI"), DIRECTV, DIRECTV ("Holdings"), DTVG One, Inc. and DTVG Two, Inc.

        The Merger Agreement Amendment, among other things, provides for the following:

•

the elimination of LEI's right to terminate the Merger Agreement if Liberty does not receive prior to July 31, 2009 a private letter ruling from the IRS addressing certain tax considerations relating to the automatic conversion feature of Holdings' Class B Common Stock to be issued in the transactions. Instead, the Merger Agreement Amendment provides that LEI shall have the right to terminate the Merger Agreement at any time after the second business day following the date on which Liberty provides written notice to DIRECTV that Liberty has received the private letter ruling relating to the qualification of the Split-Off (as defined in the Merger Agreement) as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, as amended, unless prior to such time DIRECTV has delivered to Liberty: (a) written notice that the rulings as to certain specified tax matters are reasonably acceptable DIRECTV, (b) a written waiver of the related condition to closing, or (c) an officer's certificate to the effect that DIRECTV has received an opinion of its tax counsel with respect to such specified tax matters and the receipt of such ruling is waived by DIRECTV as a condition to the completion of the merger and replaced with a different condition regarding an absence of a change in applicable law;



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the identification of the Splitco Designees (as defined in the Merger Agreement Amendment) to the Holdings Board and appointment of a designee of LEI to the Nominating and Corporate Governance Committee and Compensation Committee of the Board of Directors of Holdings immediately before the Malone Contribution (as defined in the Merger Agreement);



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the requirement that a majority of DIRECTV stockholders excluding Liberty, any director or officer of Liberty, John C. Malone and any affiliate of John C. Malone, vote to approve the Voting and Right of First Refusal Agreement, dated as of May 3, 2009, by and among LEI, DIRECTV, Holdings, John C. Malone, Leslie Malone, The Tracy L. Neal Trust A and The Evan D. Malone Trust A (as amended, the "Malone Agreement"), in addition to the Merger Agreement;



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that Liberty shall hold a special meeting of its stockholders to vote on the Split-Off, the Malone Agreement and the Merger Agreement as opposed to holding the vote of its stockholders on such matters at its annual meeting of its stockholders;



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the adoption by DIRECTV and Holdings of amendments to their respective By-Laws, to provide that (i) any candidate to be elected as the new President and Chief Executive Officer of DIRECTV and Holdings (to fill the vacancy created by the resignation of Chase Carey without regard to the appointment of Larry D. Hunter as interim Chief Executive Officer) would require the affirmative vote of at least eighty percent, rounded to the nearest whole number, of the number of members of the Board at the time of such election ("Supermajority Vote"), which Supermajority Vote would only be required for the election of the next President and Chief Executive Officer of DIRECTV and Holdings, (ii) any expansion of the size of the Board of Directors beyond twelve members would require the Supermajority Vote, and (iii) the election of the individual appointed by the Board of Directors of Holdings to serve as an independent

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director following the closing will require a Supermajority Vote (assuming the vacancy currently existing on the DIRECTV Board has not been filled prior to the closing and such individual will fill the corresponding slot on the Holdings Board);

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the amendment of certain schedules to the Reorganization Agreement, which is an Exhibit to the Merger Agreement; and



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certain changes to the excess share provision in the LEI and Holdings amended and restated certificates of incorporation and the redemption right in the Holdings amended and restated certificate of incorporation.

        The foregoing description of the Merger Agreement Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and to the Merger Agreement which is filed as Exhibit 10.1 to the Current Report on Form 8-K file with the SEC on May 4, 2009 (the "May 4, 2009 8-K").