The DirecTV Group (DTV)

Other Employment Agreements with Executive Officers

The Company has entered into employment agreements with each of Messrs. Churchill and Hunter as authorized by the Compensation Committee. In addition, the Company has entered into an employment agreement with Michael W. Palkovic in connection with his appointment as Chief Financial Officer of the Company. The material terms of these agreements are summarized below:

Term. The term of each of the agreements with Messrs. Churchill and Hunter is from January 1, 2004 through December 31, 2006. The term of the agreement with Mr. Palkovic is from March 19, 2005 through March 19, 2008.

Base Salary. Current base salaries for the executives are as follows: Mr. Churchill $987,000; Mr. Hunter $675,000; Mr. Palkovic $675,000. Base salaries are subject to increase at the discretion of the Company.

Annual Cash Bonus. Each of these executive officers is eligible to receive an annual performance bonus, payable in cash, with a target bonus of a specified percentage of such officer’s base salary for the applicable year (100% for Mr. Churchill; 65% for Mr. Hunter; 65% for Mr. Palkovic). The actual amount of this bonus will be determined annually based upon the recommendation of the Chief Executive Officer of the Company and subject to approval 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 of performance-based Units to these executive officers. The number of Units awarded to each is determined annually, and the Units will vest three years after grant, subject to the performance standards that are established by the Compensation Committee at the time the awards are granted. The performance standards for the 2004 grant were the same as those established for Mr. Carey (but determined over three years rather than four years).

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Termination. If the executive’s employment terminates due to his death or disability, such executive (or his estate or beneficiaries) is entitled to base salary and pro-rated annual cash bonus through the date of termination. If an executive’s employment is terminated for cause (as defined in his agreement), he is only entitled to base salary through the date of termination.

In the case of Mr. Churchill, if his employment is terminated for any other reason, he is entitled to base salary and target bonus through the end of the term of his agreement. Messrs. Hunter and Palkovic have certain separate severance arrangements as described below under “Change of Control Agreements with Executive Officers”.

With respect to any unvested Units at the date of termination of employment of Messrs. Churchill, Hunter or Palkovic, the following provisions apply (unless other arrangements are approved by the Compensation Committee): (a) in the case of termination due to death or disability or without cause, Units will vest 33 ¹/3% for each full contract year, subject to downward adjustment based on the Adjustment Factor and (b) in the case of termination for cause or voluntary termination by the employee, all Units will be forfeited.

Noncompetition and Confidentiality. Each executive has agreed not to compete with the Company during the term of his employment agreement and, in the case of Mr. Churchill, for 12 months thereafter. Each executive has also agreed, during the term of his employment and for two years thereafter, not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, each executive 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.