The DirecTV Group (DTV)

Change of Control Agreements with Named Executive Officers

        We have no individual agreements, arrangements or other programs in which additional compensation is paid upon entering into or completing a change-in-control of the Company, nor is additional compensation or severance payable in the event of termination of employment following a change-in-control of the Company beyond amounts otherwise payable upon termination of employment.

Change of Control Agreements with Named Executive Officers

        We have no individual agreements, arrangements or other programs in which additional compensation is paid upon entering into or completing a change-in-control of the Company, nor is additional compensation or severance payable in the event of termination of employment following a change-in-control of the Company beyond amounts otherwise payable upon termination of employment.

Change of Control Agreements with Named Executive Officers

        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, except for Mr. Palkovic.

        Mr. Palkovic has a change-in-control severance agreement. The split-off of the Company from General Motors Corporation and the subsequent acquisition of a 34% ownership interest by News Corporation, or the News Transactions, constituted a change-in-control under that severance agreement. Under the severance agreement, no benefits are payable unless, prior to March 19, 2008, Mr. Palkovic's employment is terminated by the Company without cause or he terminates his employment for good reason as defined in the change-in-control severance agreement. The agreement provides for payment of severance calculated as two times the greater of base salary and incentive bonus for 2003, or Mr. Palkovic's then current base salary and incentive bonus at the time of employment termination, continuation of employee group health, dental and vision plan benefits for two years, and reimbursement for outplacement services. If an excise tax under Section 4999 of the Code is imposed on any payment pursuant to the agreement, Mr. Palkovic shall receive a gross-up payment such that, after taxes, the net remaining gross-up payment shall equal the excise tax. The Company believes that Section 4999 of the Code did not apply to Mr. Palkovic at the time of the News Transactions and that no related excise tax would be payable if payments were made under the change-in-control provisions.

        If Mr. Palkovic had been terminated without cause or for good reason as defined in the change-in-control severance agreement as of December 31, 2006, the change in control severance terms would have applied rather than the terms under his employment agreement.

Change of Control Agreements with Named 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 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 executive's agreement. The agreements provide 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, and reimbursement for outplacement services. 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.

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS

        The Compensation Committee of the Board of Directors administers the Company's executive compensation programs. During 2005, three persons served as members of the Compensation Committee for the entire year: Peter A. Lund, Chair, Charles R. Lee and Haim Saban. Each member of the Compensation Committee has been determined by the Board to be an "independent director" as defined in the Company's Amended and Restated By-Laws and the applicable rules of the NYSE.

REPORT OF THE COMPENSATION COMMITTEE
OF THE DIRECTV GROUP, INC.
ON EXECUTIVE COMPENSATION