AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

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Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

        THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this " Amendment "), dated as of October 2, 2009, is made by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (" Liberty "), LIBERTY ENTERTAINMENT, INC., a Delaware corporation and an indirect, wholly-owned Subsidiary of Liberty (" Splitco "), THE DIRECTV GROUP, INC., a Delaware corporation (" DIRECTV "), DIRECTV, a Delaware corporation and a direct, wholly-owned Subsidiary of DIRECTV (" Holdings "), DTVG ONE, INC., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings (" Merger Sub One "), and DTVG TWO, INC., a Delaware corporation and a direct, wholly-owned Subsidiary of Holdings (" Merger Sub Two ").

RECITALS

        Liberty, Splitco, DIRECTV, Holdings, Merger Sub One and Merger Sub Two entered into that certain Agreement and Plan of Merger, dated as of May 3, 2009 and that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 29, 2009 (collectively, the " Merger Agreement ").

        Liberty, Splitco, DIRECTV, Holdings, Merger Sub One and Merger Sub Two now intend to amend certain provisions of the Merger Agreement as set forth herein.

        Section 10.1 of the Merger Agreement requires that prior to the Merger Effective Time, the Merger Agreement may be amended by written agreement of each of the parties, by action taken by their respective Boards of Directors.

         NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Liberty, Splitco, DIRECTV, Holdings, Merger Sub One and Merger Sub Two hereby agrees as follows:

        SECTION 1. Defined Terms.     Terms defined in the Merger Agreement are used in this Amendment with the same meaning, unless otherwise indicated.

        SECTION 2. Amendments to Merger Agreement.     The Merger Agreement is hereby amended as follows:

        2.1   Exhibit A-1 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-1 hereof.

        2.2   Exhibit A-2 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-2 hereof.

        2.3   Section 1.6(d) of the DIRECTV Disclosure Schedule is hereby amended and restated in its entirety to read as provided in Schedule 2.3 hereof.

        2.4   Section 2.4 of the Liberty Disclosure Schedule is hereby amended and restated in its entirety to read as provided in Schedule 2.4 hereof.

        2.5   Section 6.11(c) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

        "Liberty and Splitco agree not to consummate the Split-Off until the first to occur of (i) all of the conditions precedent set forth in Article VII of this Agreement, other than those conditions precedent set forth in Sections 7.1(b) and 7.2(j) and those conditions precedent that by their nature are to be satisfied at Closing, shall have been satisfied or, to the extent permitted under the terms hereof, waived and the parties hereto shall have confirmed that the Closing will occur subject only to the satisfaction of those conditions precedent set forth in Sections 7.1(b) and 7.2(j)

and those conditions precedent that by their nature are to be satisfied at Closing and (ii) the termination of this Agreement."

        2.6   Section 7.1(c) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

        "The DIRECTV Stockholder Approval shall have been obtained in accordance with applicable Law and the DIRECTV Charter Documents; provided , that this condition precedent may not be waived by DIRECTV;"

        2.7   Section 9.1(b)(i) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

        "if the Transactions shall not have been consummated on or before the Walk-Away Date; provided , however , that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any party whose action or failure to act has been the cause of or resulted in the failure of either of the Mergers to occur on or before the Walk-Away Date and such action or failure to act constitutes a breach of this Agreement or any of the other Transaction Agreements;"

        2.8   The defined term "Walk-Away Date" in Section 10.10 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

        "" Walk-Away Date " means December 29, 2009."

        SECTION 3. Amendments to Reorganization Agreement.     The Reorganization Agreement is hereby amended as follows:

        3.1   Section 3.2(d) of the Reorganization Agreement is hereby amended and restated in its entirety to read as follows:

        "(i)    the Registration Statement on Form S-4 (the " Registration Statement ") of LEI relating to the distribution of shares of LEI Stock in the Redemption shall be effective under the Securities Act and (ii) the registration of the LEI Stock under Section 12(b) of the Exchange Act shall be effective;"

        3.2   Section 3.2 of the Reorganization Agreement is hereby amended to add a new subsection 3.2(h) thereto:

        "either (i) all of the conditions precedent set forth in Article VII of the Merger Agreement, other than those conditions precedent set forth in Sections 7.1(b) and 7.2(j) of the Merger Agreement and those conditions precedent that by their nature are to be satisfied at Closing (as defined in the Merger Agreement), shall have been satisfied or, to the extent permitted under the terms thereof, waived and the parties thereto shall have confirmed that the Closing (as defined in the Merger Agreement) will occur subject only to the satisfaction of those conditions precedent set forth in Sections 7.1(b) and 7.2(j) of the Merger Agreement and those conditions that by their nature are to be satisfied at Closing (as defined in the Merger Agreement) or (ii) the Merger Agreement shall have been terminated in accordance with Article IX of the Merger Agreement;"

        3.3   Section 3.2 of the Reorganization Agreement is hereby amended to add a new paragraph after Section 3.2(h) thereto:

        "Notwithstanding anything to the contrary contained herein, the conditions set forth in Sections 3.2(d)(ii) and 3.2(e) shall only apply in the event of the termination of the Merger Agreement."

        3.4   Schedule 3.3 to the Reorganizati