The DirecTV Group (DTV)

New Plan Benefits

        Because future awards are discretionary, it is not possible to determine who will receive awards and in what amounts in the event that stockholders approve the Amended Stock Plan. Information concerning awards under the 2004 Stock Plan and its predecessor is available in this proxy statement in the following tables and the narrative accompanying them: 2006 Summary Compensation Table beginning on page 34, 2006 Grants of Plan-Based Awards beginning on page 37, 2006 Outstanding Equity Awards at Fiscal Year End beginning on page 40, 2006 Option Exercises and Stock Vested beginning on page 42, 2006 Director Compensation beginning on page 50, 2006 Supplementary Table 8—Board of Directors Outstanding Equity Awards at Fiscal Year End, and Equity Compensation Plan Information beginning on page 53,

        All members of the Board of Directors are eligible to receive Awards under the Amended Stock Plan and thus have a personal interest in the approval of the Amended Stock Plan.

        The Board of Directors recommends that the stockholders vote "FOR" the Amended Stock Plan.

PROPOSAL 4

APPROVAL OF THE AMENDED AND RESTATED EXECUTIVE OFFICER CASH BONUS PLAN

        At the Annual Meeting of Stockholders held on June 2, 2004, the stockholders approved The DIRECTV Group, Inc. 2004 Executive Officer Cash Bonus Plan or the 2004 Bonus Plan. On February 6, 2007, upon the recommendation of the Compensation Committee and subject to stockholder approval, the Board of Directors approved the amendment and restatement of the 2004 Bonus Plan which we refer to as the Amended Bonus Plan. We are asking the stockholders to approve the Amended Bonus Plan.

        The affirmative vote of the holders of a majority of the shares of Common Stock present, in person or by proxy, and entitled to vote at the Annual Meeting is required to approve the Amended Bonus Plan. Stockholder approval of the Amended Bonus Plan will permit awards paid under it to qualify as "performance-based compensation" which is excluded from the $1 million limit on deductible compensation set forth in Section 162(m) of the Code.

        Our Board believes that approval of the Amended Bonus Plan is in our and your best interests and is important to help assure our ability to continue to recruit and retain highly-qualified employees, consultants and directors.

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