The DirecTV Group (DTV)

III.  Purposes and Responsibilities

        In addition to any other purposes and responsibilities that may be assigned from time to time by the Board, the Committee shall have the following purposes and responsibilities:

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To review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer and the other elected officers of the Company ("Officers"), to evaluate the performance of the Officers in light of those goals and objectives, and to determine and approve from time to time the compensation level of the Officers based on this evaluation;



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To approve, amend and administer, in accordance with their terms, all plans, programs and other arrangements, designed and intended to provide compensation primarily for Officers;



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To recommend to shareholders and administer all equity based plans;



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To periodically review policies or guidelines for expense reimbursements and perquisites provided to the Officers;

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To periodically review and make recommendations to the Board regarding the Company's recruitment, compensation, retention, termination and severance policies and procedures for Officers;



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To monitor compliance by executives with the Company's stock ownership guidelines, if any, as approved by the Committee or the Board;



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To review the compensation levels and program designs for directors for service on the Board and its committees and recommend changes in compensation to the Board;



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To evaluate the Committee's performance at least annually and report to the Board on such evaluation;



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To administer the Employee Matters Agreement dated as of April 9, 2003 between the Company and The News Corporation Limited;



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To review and approve the Compensation Discussion and Analysis as required by the Securities and Exchange Commission ("SEC") to be included in the Company's annual proxy statement or Annual Report on Form 10-K filed with the SEC;



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To periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval; and



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To perform such other duties and responsibilities as are consistent with the purposes of the Committee and as the Board or the Committee shall deem appropriate.

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ANNEX B