The DirecTV Group (DTV)

3. PLAN ADMINISTRATION

The Committee shall have full discretionary power and authority to construe, interpret and administer the Plan, and to delegate any of its power or authority to any one or more persons from time to time. Decisions of the Committee shall be final, conclusive and binding upon all parties, including Hughes, the stockholders of Hughes, and Employees, provided, however, that the Committee shall rely upon and be bound by the total amount of the Stock registered by Hughes with the Securities Exchange Commission. The foregoing shall include, but shall not be limited to, all determinations by the Committee as to (i) eligibility of Employees for consideration for Awards, (ii) the amount of individual Awards, (iii) the timing of payment of Awards, (iv) whether unearned portions of prior Awards shall be earned and paid as previously determined, (v) whether a Participant has satisfied the conditions precedent to the payment of an Award, (vi) whether the condition precedent of continued services shall be waived, and (vii) the time of the first occurrence of any activity or act which constitutes a failure to satisfy any condition precedent. Any person who accepts any benefit hereunder thereby agrees to accept as final, conclusive and binding the determinations of the Committee.