letter agreement

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Exhibit 10.6

As of July 1, 2009                        

Mr. Larry Hunter
2230 East Imperial Highway
El Segundo, CA 90277

Dear Larry:

        This letter agreement ("Agreement") provides the terms of your employment with The DIRECTV Group, Inc. (the "Company") and replaces the letter agreement between us dated as of January 1, 2007 (the "Prior Agreement").

1.

(a) The Company hereby employs you for a period commencing as of the date hereof and ending on December 31, 2011 (the "Term").

(b) If you continue in the employ of the Company after the end of the Term and an extension of your employment has not been negotiated, your employment shall be on an at-will basis at the weekly salary rate paid during your last regular pay period hereunder and shall otherwise be in accordance with this Agreement and the provisions of such policies of the Company as are then in effect for comparable executives of the Company.

2.

(a) For your services hereunder the Company will, on regular pay dates as then in effect under applicable Company policy, pay you a base salary at the rate of $1,000,000 per annum, subject to annual increase (effective March 1 of each calendar year during the Term) generally commensurate with other senior executives of the Company, with the actual salary increase for any year to be subject to the approval of the Compensation Committee of the Board of Directors of the Company ("Committee") if required under applicable Company policies.

(b) Subject to approval by the Committee if required under applicable Company policies, for each calendar year during the Term, (i) an annual target cash bonus ("Target Bonus"), set as a percentage of your then current salary, will be established and provided to you in writing prior to the end of the first quarter of such year, and (ii) you shall receive at the time annual bonuses are paid for the prior year pursuant to applicable Company policy, payment of your annual cash bonus based on your Target Bonus for such prior year and your achievement of certain targets established by the Chief Executive Officer of the Company. Your Target Bonus for the 2009 calendar year shall be 100% of your base salary for such year and for each subsequent year during the Term shall not be less than such percentage and shall otherwise be appropriate to your position in the Company and generally commensurate with the target bonus of other senior executives of the Company, taking into account your role in the Company as compared to such other senior executives.

(c) Subject to approval by the Committee if required under applicable Company policies, you shall also receive equity compensation, (e.g., options or restricted stock units) appropriate to your position in the Company and generally commensurate with grants to other senior executives of the Company, taking into account your role in the Company as compared to such other senior executives. In any event, under current circumstances, your annual grant of equity compensation is expected to have a target value at the grant date at least equal to 165% of your base salary.

(d) You shall receive vacation and other perquisites and all other benefits generally commensurate with comparable executives of the Company.

3.

(a) You shall serve as Executive Vice President Legal, Human Resources and Administration, and General Counsel, reporting directly to the President and Chief Executive Officer of the Company.

(b) If you are elected a member of the Board of Directors or to any other office of the Company or any of its affiliates, you agree to serve in such capacity or capacities without

additional compensation, unless additional compensation or benefits are paid to comparable executives.

(c) You hereby accept such employment and agree to devote your full time and attention as necessary to fulfill all of the duties of your employment hereunder.

4.

(a) Notwithstanding anything to the contrary contained in paragraph 1(a) above, this Agreement may be terminated by the Company for cause if:

(i)

you are convicted of, or plead guilty or nolo contendere to a felony;

(ii)

you engage in conduct that constitutes continued willful neglect or willful misconduct in carrying out your duties under this Agreement, resulting, in either case, in economic harm to or damage to the reputation of the Company or any of its affiliates; or

(iii)

you breach any material affirmative or negative covenant or undertaking hereunder, which breach is not substantially cured within fifteen days after written notice to you specifying such breach.

If you are terminated for cause, you shall be entitled only to payment of your base salary and accrued vacation pay (if any) through the date of termination of your employment for cause.

(b) If your employment is terminated due to death, your estate or beneficiaries, as the case may be, shall be entitled to:

(i)

payment of base salary through the date of termination;

(ii)

payment of the pro-rated portion of the annual bonus that you received for the fiscal year immediately preceding the date of termination; and

(iii)

other or additional benefits in accordance with applicable plans and programs of the Company.

(c) If your employment is terminated due to disability (as defined below), you shall be entitled to the following (but in no event less than the benefits due to you under the then current disability program of the Company):

(i)

payment of base salary through the date of termination;

(ii)

payment of the pro-rated portion of the annual bonus that you received for the fiscal year immediately preceding the date of termination;

(iii)

until the earlier of the end of such disability and the end of the Term, continued participation in medical, dental, hospitalization and life insurance coverage and in all other employee plans and programs in which you were participating on the date of termination; and

(iv)

other or additional benefits in accordance with applicable plans and programs of the Company.

For purposes of this Agreement, "disability" shall mean your inability to substantially perform your duties and responsibilities under this Agreement for a period of 120 consecutive days.

(d) If the Company terminates your employment for any reason other than those defined in paragraphs 4(a), (b) or (c) above, or if you terminate your employment due to an Effective Termination (as defined below), then you shall be entitled to:

(i)

payment of your then current base salary through the date of termination;

(ii)

payment of your pro-rated Target Bonus for the calendar year in which your employment is terminated;

2

(iii)

payment of an amount equal to one (1) times your then current base salary and Target Bonus, if your employment is terminated under this paragraph 4(d) at any time prior to the expiration of the Term;

(iv)

vesting of equity awards as if you had remained employed through the end of the calendar year in which your employment is terminated or, if your employment is terminated in December of a year, for one additional calendar year, subject to the other terms and conditions of the applicable equity awards; and

(v)

continued participation in Company-sponsored medical plans in which you were participating on the date of termination, through either (a) the longer of the end of the Term or 12 months from the date of termination of your employment, or (b) until you receive coverage through another employer, whichever first occurs.

For purposes of this Agreement, "Effect