The DirecTV Group (DTV)

Interests of Certain Persons

        Mr. Chase Carey, President and Chief Executive Officer and a director of the Company, is entitled to receive retirement benefits under the News America Incorporated Employee's Pension and Retirement Plan and the News America Incorporated Supplemental Executive Retirement Plan. Pursuant to an arrangement between News and Mr. Carey, Mr. Carey's service at, and compensation from, the Company for the period during which News is a stockholder of the Company are included in the calculation of these retirement benefits. The retirement benefits payable to Mr. Carey by News shall be reduced by the amount of the retirement benefits paid by the Company to Mr. Carey

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attributable to the period during which News is a stockholder of DIRECTV. Upon the closing of the transaction, Mr. Carey will cease accruing News benefits under this arrangement.

        In addition, two of the Company's executive officers (Bruce Churchill and Romulo Pontual) hold unexercised options to acquire stock of News which were granted to them when they were employed by News. If not exercised, these options will terminate at the end of the calendar year in which the transaction is completed. If the transaction is not completed, these options would generally remain outstanding until their expiration date, or until the individual ceases to be employed by the Company (provided News remains a stockholder of the Company), News or another company affiliated with News.