The DirecTV Group (DTV)

                                (ii)           Election.  Board Members shall be elected at the annual meeting of Class A Members held for the purpose of electing Board Members.  The DTVG Board Members and the SkyTerra Board Members shall hold office until the next annual meeting of Class A Members and until their respective successors are duly elected and qualified.  The Independent Board Member shall hold office until the first anniversary of his or her most recent election as Independent Board Member and shall be deemed automatically removed as Board Member unless and until re-elected as Independent Board Member.  Subject to clause (iii) below, three of the Board Members shall be DTVG Board Members who shall be elected by the affirmative vote of the then-holders of a majority of the DTVG Interests, three of the Board Members shall be SkyTerra Board Members who shall be elected by the affirmative vote of the then-holders of a majority of the SkyTerra Interests and one Board Member shall be the Independent Board Member who shall be elected jointly by (1)  the then-holders of a majority of the SkyTerra Interests and (2) the then-holders of a majority of the DTVG Interests.

                                (iii)          Certain Rights of SkyTerra and DTVG Sub.  In the event that, at any time, DTVG Sub and its Permitted Transferees have transferred in one or more transactions DTVG Interests representing more than 50% of the Percentage Interests held by DTVG Sub as of the date of this Agreement to transferees who are not Permitted Transferees, the number of DTVG Board Members shall be reduced to two and the number of SkyTerra Board Members shall be increased to four.  In the event that at any time, SkyTerra and its Permitted Transferees have transferred in one or more transactions SkyTerra Interests representing more than 50% of the Percentage Interests held by SkyTerra as of the date of this Agreement to transferees who are not Permitted Transferees, the number of SkyTerra Board Members shall be reduced to two and the number of DTVG Board Members shall be increased to four.  Notwithstanding the immediately preceding two sentences, in the event that at any time, each of SkyTerra and DTVG Sub, and their respective Permitted Transferees, have transferred more than 50% of the Percentage Interests held by SkyTerra or DTVG Sub, as the case may be, as of the date of this Agreement to transferees who are not Permitted Transferees but each retain at least 10% of the Percentage Interests, there shall be two SkyTerra Board Members and two DTVG Board Members and the remaining Board Members shall be elected by a Majority of Members.  In the event that at any time, SkyTerra and DTVG Sub, and their respective Permitted Transferees, each retain less than 10% of the Percentage Interests, all Board Members shall be elected by a Majority of the Members.

                                (iv)          Vacancies.  In the event of any vacancy in the office of a Board Member as a result of the death, incapacity, resignation or removal of a Board Member, such vacancy shall be filled by the affirmative vote of the Class A Member(s) which elected the Board Member whose office is vacant at a meeting of the Class A Members called for such purpose.  The Board Member elected to fill any vacancy shall hold office until the next annual meeting of the Class A Members for the election of Board Members and until such Board Member’s successor is duly elected and qualified.

                                (v)           Removal of Board Members.  Any Board Member may be removed, with or without cause, by the affirmative vote of the Class A Member(s) which elected such Board Member provided that any Independent Board Member who resigns or is removed as chief executive officer of the LLC shall be deemed automatically removed as Independent Board Member at the time of such resignation or removal unless such person is re-elected as Independent Board Member in accordance with this