The DirecTV Group (DTV)

“Award” shall mean a right granted to an eligible Employee to receive incentive compensation subject to the terms of this Plan.

“Base Salary” shall mean the Participant’s regular base salary as of January 1 of the Plan Year.

“Beneficiary” shall mean the person or persons designated hereunder by the Participant to receive the Award in the event of the Participant’s death. If no such designation of any beneficiary has been made, the Beneficiary shall be the Participant’s spouse, or, if not married or the spouse has predeceased the Participant, the Participant’s estate.

“Board of Directors” shall mean the Board of Directors of Hughes.

“CEO” shall mean the Chief Executive Officer of Hughes.

“Committee” shall mean the Compensation Committee of the Board of Directors.

“Company” shall mean, individually and collectively, Hughes and its Subsidiaries which adopt the Plan.

“Disability” or “Disabled” shall mean a period of disability during which a Participant qualifies for permanent disability benefits under the Company’s long-term disability plan, or if a Participant does not participate in such a plan, a period of disability during which the Participant would have qualified for permanent disability benefits under such a plan had the Participant been a participant in the Hughes Long-Term Disability Plan.

“Employee” shall mean, subject to additional limitations or restrictions as the CEO may impose, a person employed by the Company and may, in the discretion of the CEO, include persons who, at the request of the Company, accept employment with any entity in which Hughes has, directly or indirectly, a substantial ownership interest. To the extent determined by the CEO, the term “Employee” shall be deemed to include a former employee and any Beneficiary thereof.

“HEC Incentive Plan” shall mean the incentive plan adopted by Hughes which awards restricted stock units of Hughes Common Stock to eligible employees of Hughes and its subsidiaries, or its successor plan.

“Hughes” shall mean Hughes Electronics Corporation.

“Hughes Common Stock” shall mean shares of common stock, par value $0.01 per share, of Hughes.

“Participant” shall mean a person who has been nominated for an Award of incentive compensation under the Plan for the applicable Performance Period.

“Performance Period” shall mean a period of three consecutive calendar years for which Performance Targets are established and Target Awards are made.

“Performance Target” shall have the meaning ascribed in Article 5.

“Plan” shall mean this Hughes Electronics Corporation Long-Term Achievement Plan, as the same may be amended from time to time by the Board of Directors.

“Retirement” shall mean severance from employment with the Company for any reason other than a leave of absence, death, termination for cause, or Disability on or after (i) the date the Participant satisfies the requirements for retirement with an immediate annuity starting date under the tax-qualified defined benefit pension plan of the Company, if any, or (ii) if the Company employing the Participant does not sponsor a tax-qualified defined benefit pension plan, the date the Participant would have satisfied the requirements for retirement with an immediate annuity starting date under the Hughes Non-Bargaining Retirement Plan (or any successor plan to such plan) had the Company employing the Participant been a sponsor of such plan. For purposes of this definition, a Participant is not considered to have satisfied the requirements for an immediate annuity starting date merely because the Participant is entitled to receive a distribution of a small lump sum cash-out or a distribution of the Participant’s contributions and earnings thereon.

“Stock” shall mean Hughes Common Stock.

“Subsidiary” shall mean (i) a corporation of which capital stock having ordinary voting power to elect a majority of the board of directors of such corporation is owned, directly or indirectly, by Hughes, or (ii) any unincorporated entity in respect of which Hughes can exercise, directly or indirectly, comparable control, or (iii) any entity in which Hughes has, directly or indirectly, a substantial ownership interest.

“Target Award” shall have the meaning ascribed in Article 6.