The DirecTV Group (DTV)

Comparison of the Amended Bonus Plan to the 2004 Bonus Plan.

        The major differences in the Amended Bonus Plan and the 2004 Bonus Plan concern the criteria which the Compensation Committee may use to establish performance goals applicable to awards under the plan and the maximum award that may be granted to any Participant during any calendar year. We have also made certain other changes including provisions to address the requirements of Section 409A of the Code and to change applicable law from New York to Delaware. In the 2004 Bonus Plan, the performance goals relate to a limited number of business metrics. The Amended Bonus Plan significantly expands the number and type of metrics that may be used as criteria to determine performance goals. The Amended Bonus Plan includes several metrics related to subscribers, subscriber service and subscriber satisfaction, employees and employment activities, revenues, expenses and earnings, cash and cash flow, margins, returns and ratios, stock price and other performance measures and also expands the way in which those metrics or combinations of those metrics may be adjusted. The Board believes that the increase in criteria will provide the Compensation Committee more flexibility in adapting performance goals to the particular needs and challenges of the Company over time and will permit the Compensation Committee and management of the Company to respond to changing market conditions and competitive pressures to help assure proper incentive compensation payments to appropriately reward Participants for contributing to the success of the Company and increasing value to the stockholders.

        The increase in the maximum award that may be granted to any Participant during any calendar year will permit the Compensation Committee to adjust award levels to assure that the Company is able to retain and attract key senior executives which we believe is critical to the overall success of the Company.

        Other changes in the Amended Bonus Plan (a) provide indemnification to the Board and the Compensation Committee in connection with their good faith activities under the Plan, (b) empower the Compensation Committee to accelerate vesting and/or remove restrictions on Awards to address changes in applicable laws, stock exchange rules or other changes in circumstances, (c) provide discretion to the Compensation Committee to include a provision in the Terms and Conditions of any Award requiring a Participant to return gains in the event of a material breach by the Participant of any written agreement between the Participant and the Company, (d) address the requirements of Section 409A of the Code, (e) establish a right of offset against Awards by any amounts that the Participant owes the Company, and (f) explicitly permit non-uniform treatment. All of these changes are intended to clarify the provisions of the Amended Bonus Plan and to provide additional rights and flexibility to the Compensation Committee in the administration of the Amended Bonus Plan.