The DirecTV Group (DTV)

Change of Control Agreements with Executive Officers

Except as described below, there are no compensatory plans or arrangements that would result in payments to the Company’s executive officers upon a change-in-control of the Company.

Each of Messrs. Hunter and Palkovic has a change-in-control retention and severance agreement. The split-off of the Company from General Motors Corporation and the subsequent acquisition of an approximately 34% ownership interest by News Corporation ( the “News Transactions”) constituted a change-in-control under that severance agreement. Under the severance agreement, no benefits are payable unless, during a specified period following the change-in-control of the Company (until December 22, 2006 for Mr. Hunter and until March 19, 2008 for Mr. Palkovic), the applicable executive’s employment is terminated by the Company without cause or the executive terminates his employment for good reason (as defined in the agreement). The agreement provides for payment of severance calculated as two times the greater of the executive’s base salary and bonus for 2003, or his then current base salary and bonus at the time of employment termination, continuation of employee group health, dental and vision plan benefits for a specified period of time, reimbursement for outplacement services and accelerated vesting of unvested stock options and payment of pro-rated LTAP awards through the date of termination. If an excise tax under Code Section 4999 is imposed on any payment pursuant to the agreement, the executive shall receive a gross-up payment such that, after taxes, the net remaining gross-up payment shall equal the excise tax.

Mr. Hartenstein also had a change-in-control retention and severance agreement. Upon his retirement on December 31, 2004 and as a result of the terms of his severance agreement, Mr. Hartenstein received an additional retirement benefit under the Hughes Salaried Employees Excess Benefit Plan as if he had satisfied the “Rule of 75”¹ benefit under that plan.

Under the Company’s retention plan, 50% of the specified retention award was paid to each executive upon the completion of the News Transactions and the remaining 50% was paid on December 22, 2004 (i.e. 12 months after the completion of the News Transactions). The remaining payments paid in 2004 to the affected executive officers under the retention plan were as follows: $3.6 million for Mr. Hartenstein, $1.25 million for Mr. Hunter, $1,000,000 for Mr. Doyle and $475,000 for Mr. Palkovic.

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