The DirecTV Group (DTV)

Employment Agreement with the Chief Executive Officer of the Company

        Term.    The term of the agreement is from August 9, 2007 through December 31, 2010. Mr. Carey has agreed to work full time for the Company during the term of his employment, subject to continued service on specified boards.

        Base Salary.    Mr. Carey receives a base salary of $2,222,000 per year, subject to annual cost of living adjustments. His 2008 salary is shown in Supplementary Table 5 on page 26.

        Annual Cash Bonus.    Mr. Carey is eligible to receive an annual performance bonus. The target annual bonus is 150% of his base salary for the applicable year. The Committee determines the amount of this bonus annually, in accordance with, and upon satisfaction of the standards contained in the Bonus Plan.

        Restricted Stock Units.    The Committee authorized the grant to Mr. Carey of 428,900 RSUs in August 2007. These RSUs vest at the end of his current employment agreement, which is December 31, 2010, and may be increased by up to 25% if the performance goals are exceeded, and are subject to

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downward adjustment based on the Company's achievement of certain performance standards established at the time of grant or otherwise in the Committee's discretion.

        Stock Options.    The Committee authorized the grant to Mr. Carey of 1,209,400 stock options in August 13, 2007, with the exercise price of $22.43 per share, which was the closing stock market price on that date. These options vest and become exercisable one-third per year on each of December 31, 2008, 2009 and 2010. The options expire August 13, 2017.

        Noncompetition and Confidentiality.    Mr. Carey has agreed not to compete with the Company during the term of his employment and for 12 months thereafter. He has also agreed, during the term of his employment and for 12 months thereafter, not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, Mr. Carey is required to maintain the confidentiality of certain information of the Company, and not to use such information except for the benefit of the Company.

        Termination.    The terms and conditions for compensation upon termination of employment are summarized in the section "Potential Payments upon Termination or Change in Control" beginning on page 53.

Employment Agreement with the Chief Executive Officer of the Company

        We entered into an employment agreement with Mr. Carey, the Company's President and Chief Executive Officer, effective January 1, 2004, and expiring December 31, 2007. This agreement was replaced by a new agreement on August 9, 2007, shortly before the expiration of the previous agreement. The new agreement was negotiated and approved by the Committee and was also approved by the Board.

        Term.    The term of the agreement is from August 9, 2007 through December 31, 2010. Subject to continued service on specified boards, Mr. Carey has agreed to work full time for the Company during the term of his employment.

        Base Salary.    Mr. Carey receives a base salary of $2,222,000 per year, subject to annual cost of living adjustments.

        Annual Cash Bonus.    Mr. Carey is eligible to receive an annual performance bonus. The target annual bonus is 150% of his base salary for the applicable year. The Committee determines the amount of this bonus annually, in accordance with, and upon satisfaction of the standards contained in the Bonus Plan.

        Restricted Stock Units.    The Committee authorized the grant to Mr. Carey of 428,900 RSUs in August 2007. These RSUs vest at the end of his current employment agreement, which is December 31, 2010, and may be increased by up to 25% if the performance goals are exceeded, and are subject to downward adjustment based on the Company's achievement of certain performance standards established at the time of grant or otherwise in the Committee's discretion.

        Stock Options.    The Committee authorized the grant to Mr. Carey of 1,209,400 stock options in August 2007. These options vest and become exercisable one-third per year on each of December 31, 2008, 2009 and 2010. The options expire August 13, 2017.

        Noncompetition and Confidentiality.    Mr. Carey has agreed not to compete with the Company during the term of his employment and for 12 months thereafter. He has also agreed, during the term of his employment and for 12 months thereafter, not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, Mr. Carey is required to maintain the confidentiality of certain information of the Company, and not to use such information except for the benefit of the Company.

        Termination.    The terms and conditions for compensation upon termination of employment are summarized in the section "Potential Payments upon Termination or Change in Control" beginning on page 52.

Employment Agreement with the Chief Executive Officer of the Company

        The Company entered into an employment agreement with Mr. Carey, the Company's President and Chief Executive Officer, effective January 1, 2004, after review and approval of the terms and conditions of the agreement by the Committee.

        Term.    The term of the agreement is from January 1, 2004 through December 31, 2007. Subject to continued service on specified boards, Mr. Carey has agreed to work full time for the Company during the term of his employment.

        Base Salary.    Mr. Carey receives a base salary of $2,000,000 per year, subject to annual cost of living adjustments. After the cost of living adjustment, Mr. Carey's salary for 2006 was $2,151,000.

        Annual Cash Bonus.    Mr. Carey is eligible to receive an annual performance bonus. The target annual incentive bonus is 150% of his base salary for the applicable year. The Committee determines the amount of this incentive bonus annually, in accordance with, and upon satisfaction of the standards contained in the Bonus Plan.

        Restricted Stock Units.    The Committee authorized the grant to Mr. Carey of 1,300,000 RSUs in 2004. These RSUs vest at the end of his current employment agreement, which is December 31, 2007, subject to downward adjustment in the Committee's discretion based on the Company's achievement of certain performance standards established at the time of grant. For 2004, 2005 and 2006, the decision on the calculation of the adjustment factor to be applied to the RSUs was deferred.

        Noncompetition and Confidentiality.    Mr. Carey has agreed not to compete with the Company during the term of his employment and for 12 months thereafter. He has also agreed, during the term of his employment and for 18 months thereafter, not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, Mr. Carey is required to maintain the confidentiality of certain information of the Company, and not to use such information except for the benefit of the Company.

        Termination.    The terms and conditions for compensation upon termination of employment are summarized in the section "Potential Payments upon Termination or Change in Control" beginning on page 47.

Employment Agreement with the Chief Executive Officer of the Company

        The Company entered into the employment agreement described below with Chase Carey, the Company's President and CEO, effective January 1, 2004, after review and approval of the terms and conditions of the agreement by the Company's Compensation Committee.

        Term.    The term of the agreement is from January 1, 2004 through December 31, 2007. Subject to continued service on specified boards, Mr. Carey has agreed to work full time for the Company during the term of his employment.

        Base Salary.    Mr. Carey receives a base salary of $2,000,000 per year, subject to annual cost of living adjustments. After the cost of living adjustment, Mr. Carey's salary for 2005 was $2,076,000 and for 2006 is $2,151,000.

        Annual Cash Bonus.    Mr. Carey is eligible to receive an annual performance bonus, payable in cash, commencing for the year ending December 31, 2004. The target annual bonus is 150% of his base salary for the applicable year. The amount of this bonus is determined annually by the Compensation Committee, in accordance with, and upon satisfaction of the standards contained in, the Company's Executive Officer Cash Bonus Plan.

        Restricted Stock Units.    The Compensation Committee authorized the grant to Mr. Carey of 1,300,000 restricted stock units in 2004. These RSUs vest at the end of the term of his employment, subject to downward adjustment in the discretion of the Compensation Committee based on the Company's achievement of certain performance standards over the term of his employment as established by the Compensation Committee. For 2004 and 2005, the Compensation Committee has deferred the decision on the calculation of the adjustment factor to be applied to the RSUs.

        Termination.    If Mr. Carey's employment terminates due to his death or disability, Mr. Carey (or his estate or beneficiaries) is entitled to: (a) base salary and pro-rated annual cash bonus through the date of termination; (b) the RSUs, vested 25% for each full or partial contract year, subject to downward adjustment by the Compensation Committee; and (c) the right to exercise any stock options granted pursuant to the 2004 Stock Plan (including any unvested options) for up to 12 months after termination.

        If Mr. Carey's employment is terminated for cause as defined in his agreement, he is only entitled to base salary through the date of termination, and all RSUs and unexercised options are forfeited.

        If Mr. Carey's employment is terminated for any other reason, he is entitled to (a) base salary through the term of his employment; (b) target bonus for the year in which his employment is terminated and for the succeeding year (unless the termination occurs after December 31, 2006); and (c) vesting of all the RSUs without adjustment and the right to exercise options (including unvested options) for up to 12 months after termination.

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        Noncompetition and Confidentiality.    Mr. Carey has agreed not to compete with the Company during the term of his employment and for 12 months thereafter. He has also agreed, during the term of his employment and for 18 months thereafter, not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, Mr. Carey is required to maintain the confidentiality of certain information of the Company, and not to use such information except for the benefit of the Company.

Employment Agreement with the Chief Executive Officer of the Company

The Company entered into the employment agreement described below with Chase Carey, the Company’s President and CEO, effective January 1, 2004, after review and approval of the terms and conditions of the agreement by the Company’s Compensation Committee.

Term. The term of the agreement is from January 1, 2004 through December 31, 2007. Subject to continued service on specified boards, Mr. Carey has agreed to work full time for the Company during the term of his employment.

Base Salary. Mr. Carey initially received a base annual salary of $2,000,000 per year, subject to annual cost of living adjustments. For 2006, his annual salary is $2,076,000.

Annual Cash Bonus. Mr. Carey is eligible to receive an annual performance bonus, payable in cash, commencing for the year ending December 31, 2004, with a target bonus of 150% of his base salary for the applicable year. The amount of this bonus will be determined annually by the Compensation Committee, in accordance with, and upon satisfaction of the standards contained in, the Company’s Executive Officer Cash Bonus Plan.

Restricted Stock Units. The Compensation Committee authorized the grant to Mr. Carey of 1,300,000 restricted stock units in 2004 (“Units”). These Units vest at the end of the term of his employment, subject to downward adjustment in the discretion of the Compensation Committee based on the Company’s achievement of certain performance standards (“Adjustment Factor”) over the term of his employment as established by the Compensation Committee.

Termination. If Mr. Carey’s employment terminates due to his death or disability, Mr. Carey (or his estate or beneficiaries) is entitled to: (a) base salary and pro-rated annual cash bonus through the date of termination; (b) the Units, vested 25% for each full or partial contract year, subject to downward adjustment based on the Adjustment Factor; and (c) exercise any stock options granted pursuant to the Stock Plan (including any unvested options) for up to 12 months after termination.

If Mr. Carey’s employment is terminated for cause (as defined in his agreement), he is only entitled to base salary through the date of termination, and all Units are forfeited.

If Mr. Carey’s employment is terminated for any other reason, he is entitled to (a) base salary through the term of his employment; (b) target bonus for the year in which his employment is terminated and for the succeeding year (unless the termination occurs after December 31, 2006); and (c) vesting of all the Units and the right to exercise options (including unvested options) for up to 12 months after termination.

Noncompetition and Confidentiality. Mr. Carey has agreed not to compete with the Company during the term of his employment and for 12 months thereafter. He has also agreed, during the term of his employment and for 18 months thereafter, not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, Mr. Carey is required to maintain the confidentiality of certain information of the Company, and not to use such information except for the benefit of the Company.