0001193125-05-038986 Sample Contracts

HUGHES ELECTRONICS CORPORATION Acknowledgement Agreement and Amendment to Executive Change in Control Severance Agreement
Executive Change in Control Severance Agreement • March 1st, 2005 • Directv Group Inc • Communications services, nec • California

This Acknowledgement Agreement and Amendment to Executive Change in Control Severance Agreement (“Agreement”) is entered into on December , 2003, by and between Hughes Electronics Corporation, a Delaware corporation (the “Company”) and Eddy Hartenstein (“Executive”).

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HYPOTHECATION AGREEMENT
Hypothecation Agreement • March 1st, 2005 • Directv Group Inc • Communications services, nec • New York
THE DIRECTV GROUP, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • March 1st, 2005 • Directv Group Inc • Communications services, nec • Delaware

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of March 16, 2004, is entered into between The DIRECTV Group, Inc., a Delaware corporation (“DIRECTV”) and Mitchell Stern (“Executive”).

Hughes Electronics Corporation Executive Change in Control Severance Agreement
Executive Change in Control Severance Agreement • March 1st, 2005 • Directv Group Inc • Communications services, nec • California

Change in Control Severance Agreement (this “Agreement”) entered into this 9th day of July, 2001 by and between Hughes Electronics Corporation, a Delaware corporation (the “Company”) and Larry Hunter (the “Executive”).

RETIREMENT AND RELEASE AGREEMENT
Retirement and Release Agreement • March 1st, 2005 • Directv Group Inc • Communications services, nec • California

This Retirement and Release Agreement (“Agreement”) is entered into as of December 2, 2004, by and between The DIRECTV Group, Inc., a Delaware corporation formerly named Hughes Electronics Corporation (the “Company”) and Eddy Hartenstein (“Executive”).

THE DIRECTV GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 1st, 2005 • Directv Group Inc • Communications services, nec • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), dated as of March 16, 2004, is entered into between The DIRECTV Group, Inc. a Delaware corporation (“DIRECTV”) and Chase Carey (“Executive”).

Hughes Electronics Corporation Executive Change in Control Severance Agreement
Change in Control Severance Agreement • March 1st, 2005 • Directv Group Inc • Communications services, nec • California

Change in Control Severance Agreement (this “Agreement”) entered into this 9th day of July, 2001 by and between Hughes Electronics Corporation, a Delaware corporation (the “Company”) and Patrick Doyle (the “Executive”).

FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT By and Among GENERAL MOTORS CORPORATION and UNITED STATES TRUST COMPANY OF NEW YORK as Trustee of THE GENERAL MOTORS SPECIAL HOURLY EMPLOYEES PENSION TRUST, as Trustee of THE GENERAL MOTORS...
Registration Rights Agreement • March 1st, 2005 • Directv Group Inc • Communications services, nec • Delaware

This Agreement is entered into on March 12,2003, by and among General Motors Corporation, a Delaware corporation (sometimes referred to herein as “Issuer”), and United States Trust Company of New York, as trustee (the “Hourly Pension Plan Trustee”) of the General Motors Special Hourly Employees Pension Trust established under the General Motors Hourly-Rate Employees Pension Plan (the “Hourly Pension Plan”) for the account and on behalf of the Hourly Pension Plan (which shall thereby be deemed a party to this Agreement), United States Trust Company of New York, as trustee (the “Salaried Pension Plan Trustee”) of the General Motors Special Salaried Employees Pension Trust established under the General Motors Retirement Program for Salaried Employees (the “Salaried Pension Plan”) for the account and on behalf of the Salaried Pension Plan (which shall thereby be deemed a party to this Agreement) and United States Trust Company of New York, as trustee (the “VEBA Trustee” and, together with

SUCCESSION AGREEMENT
Succession Agreement • March 1st, 2005 • Directv Group Inc • Communications services, nec

This Agreement is entered into as of December 22, 2003, by and between General Motors Corporation, a Delaware corporation (“Predecessor”), and Hughes Electronics Corporation, a Delaware corporation (“Successor”).

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