INTERIM CHIEF EXECUTIVE OFFICER SHORT-TERM CASH INCENTIVE PLAN

1.  

For IRC §162(m) purposes, using a shareholder-approved metric, the Committee has established a performance measure to fund an individual short-term cash incentive plan for Larry Hunter, as the interim Chief Executive Officer (“CEO”), as provided in The DIRECTV Group, Inc. Executive Officer Cash Bonus Plan as amended and restated (the “Company Plan”). Such Company Plan applies solely to “Executives” as defined therein and the Chief Financial Officer, if not otherwise deemed a “covered employee” for purposes of IRC §162(m).

2.  

In accordance with the Company Plan, the short-term cash incentive for the interim CEO (“Interim CEO Incentive Plan”) is for the period of service (the “Performance Period”) commencing July 1, 2009 and ending at the earliest to occur of (i) the position of CEO is filled, (ii) the Board of Directors formally ceases the search, or (iii) February 1, 2010, and will be subject to satisfying applicable funding metric(s) for the payment of the incentive under the Interim CEO Incentive Plan. The maximum award fund is $1 million.

3.  

For this Interim CEO Incentive Plan, the sole performance measure for funding the incentive is as follows: during the Perf