The DirecTV Group (DTV)

Other Employment Agreements with Named Executives

        We have entered into employment agreements with each of Messrs. Churchill, Palkovic and Hunter. The material terms of these agreements are:

        Term.    The term of each agreement with Messrs. Churchill and Hunter is from January 1, 2007 through December 31, 2009. The term of the agreement with Mr. Palkovic is from October 5, 2007 through December 31, 2010.

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        Base Salary.    The 2007 base salaries for the executives are shown in 2007 Supplementary Table 10 on page 36. Base salaries are subject to increase at the discretion of the Company, commensurate with the other senior executives of the Company, with the actual salary increase subject to the Committee's approval.

        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 as shown in 2007 Supplementary Table 10 on page 36, subject to annual review by the Committee. The actual amount of this bonus will be determined annually based upon the recommendation of the Chief Executive Officer and subject to the Committee's approval in accordance with, and upon satisfaction of, the standards contained in the Bonus Plan.

        Restricted Stock Units.    The number of RSUs granted to each of these executive officers is determined annually and the RSUs will vest three years after grant, subject to the performance standards established at the time the RSUs are granted. The numbers of RSUs granted to the named executive officers in 2007 are shown in 2007 Grants of Plan Based Awards on page 41 and 2007 Supplementary Table 10 on page 36. Under the agreements, annual grants will be commensurate with the other senior executives of the Company and are expected to have a fair market value at least equal to each executive's base salary.

        Noncompetition and Confidentiality.    Each executive officer has agreed not to compete with the Company during the term of his employment agreement and for 12 months thereafter. Each executive officer 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, each executive officer 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.

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Other Employment Agreements with Named Executives

        The Company has entered into employment agreements with each of Messrs. Churchill, Palkovic, Hunter and Pontual. The material terms of these agreements are:

        Term.    The term of each of the agreements with Messrs. Churchill, Hunter and Pontual is from January 1, 2007 through December 31, 2009. The term of the agreement with Mr. Palkovic is from March 19, 2005 through March 19, 2008. Messrs. Churchill, Hunter and Pontual each also had prior employment agreements that expired on December 31, 2006.

        Base Salary.    Current (2006) base salaries for the executives are shown in 2006 Supplementary Table 3 on page 31. Base salaries were subject to increase at the discretion of the Company; Mr. Hunter's increase was no less than the increase, if any, in the CPI for the New York City area and Mr. Pontual's increase was established by his agreement. Future salary increases will be commensurate with the other senior executives of the Company, with the actual salary increase subject to the Committee's approval.

        Annual Cash Bonus.    Each of these executive officers is eligible to receive an annual performance bonus, payable in cash, with a target incentive bonus of a specified percentage of such officer's base salary for the applicable year as shown in 2006 Supplementary Table 3 on page 31, subject to annual review by the Committee. The actual amount of this incentive bonus will be determined annually based upon the recommendation of the Chief Executive Officer and subject to the Committee's approval in accordance with, and upon satisfaction of the standards contained in, the Bonus Plan.

        Restricted Stock Units.    The Committee authorizes the grant of performance-based RSUs to these executive officers. The number of RSUs awarded to each executive officer is determined annually and the RSUs will vest three years after grant, subject to the performance standards established at the time the awards are granted. The number of RSUs granted to the named executive officers in 2006 are shown in 2006 Grants of Plan Based Awards on page 38 and 2006 Supplementary Table 3 on page 31. Under the new agreements for Messrs. Churchill, Hunter and Pontual, annual grants will be commensurate with the other senior executives of the Company and are expected to have a fair market value at least equal to each executive's base salary.

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