The DirecTV Group (DTV)

II.    Composition and Meetings

        The Committee shall consist of three or more members of the Board, each of whom has been determined by the Board to be an "independent director" as defined in the Company's Amended and Restated By-Laws (the "By-Laws") and the applicable rules of the New York Stock Exchange (the "NYSE"). In addition, no director may serve as a member of the Committee unless he or she (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code.

        The Board may appoint a Chairman to convene and chair all sessions of the Committee and determine the information needs of the Committee. If the Board fails to appoint a Chairman, the members of the Committee shall elect a Chairman by majority vote to serve at the pleasure of the majority. The Committee may delegate its authority to subcommittees or the Chairman of the Committee when it deems appropriate and in the best interests of the Company.

        The Committee shall meet as often as it deems is appropriate to carry out its responsibilities. A majority of the members of the Committee shall constitute a quorum. The Chairman of the Committee, in consultation with the senior management of the Company or the other Committee members, shall set meeting agendas. The Committee shall report its actions and recommendations to the Board.