The DirecTV Group (DTV)

2006 Director Compensation

        The 2006 Director Compensation Table and the notes following the table provide information regarding compensation paid to the directors of the Company.

2006 DIRECTOR COMPENSATION

        Only independent directors receive payments for serving on the Board. Independent directors are also reimbursed for travel expenses incurred in connection with their duties as directors. Non-employee directors are not eligible to participate in the executive incentive program, savings programs or any of the retirement programs for the Company's employees. Other than as described in this section, there are no separate benefit plans for directors. Mr. Carey is the Chief Executive Officer of the Company and a director; he receives no compensation as a director. Mr. Carey is eligible to participate in the Academic Matching Gift Program and the Hurricane Katrina Matching Gift Program, both of which are described under "Payments and Promises of Payments Pursuant to Director Legacy Programs and Similar Charitable Award Programs" on page 52; matching gifts on behalf of Mr. Carey are reported in column (g) of the 2006 Summary Compensation Table on page 34.

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        The Company's Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws provide for indemnification of the Company's directors and officers and the Company maintains director and officer liability insurance.

        Fees Earned or Paid in Cash.    The amounts shown in column (b) represent the cash compensation paid to or deferred by the independent directors during 2006. Deferrals are discussed under "Savings Plan" below. Independent directors were paid in 2006 as follows:

        Stock Awards.    The amounts shown in column (c) represent the aggregate expense recognized for financial statement reporting purposes in 2006 for all unvested grants in accordance with SFAS 123R for the directors, but excluding estimates for forfeitures related to service based vesting conditions. Refer to Note 14: Share-Based Payment of the Notes to the Consolidated Financial Statements of our Form 10-K for the fiscal year ended December 31, 2006 for a discussion of the assumptions made in the valuation of the amounts shown in this column.

        The fair market value on the February 7, 2006 grant date of the 4,000 RSUs granted in 2006 was $54,280 computed in accordance with SFAS No. 123R. These awards are valued at the closing stock price of the Common Stock on that date ($13.57). In 2006, there were no material modifications to any current or previous stock awards made to the independent directors.

        Under procedures governing the equity portion of the compensation to independent directors, each independent director received an annual grant of 4,000 RSUs, 25% of which would vest beginning on January 1 of the year following the year in which the award was granted and for each of the following three years and would be issued in equal increments over a four-year period. If a director resigned or was removed from the board before the end of the calendar year in which the award was granted, the RSUs from that grant would be forfeited. If the director completed that year of service, the RSUs would continue to have been distributed even if the director had ceased to serve on the Board of Directors prior to the end of the four-year period. If a director died, all undistributed RSUs would have been distributed as soon as practicable.

        Savings Plan.    The independent directors are eligible to participate in The DIRECTV Group, Inc. Deferred Compensation Plan for Non-Employee Directors or the Directors Deferred Compensation Plan, which is a non-qualified pre-tax savings plan. A director may elect to contribute or defer any combination of cash retainers and fees up to 100% and equity compensation up to 100% or elect not to participate at all. Deferrals of cash retainers may be credited at the director's annual election either to an interest bearing account (at an interest rate that is fixed annually and approximates 10-year Treasury Note rates) or converted to RSUs; deferrals of equity compensation are converted to RSUs. No portion of the interest was above market rates. The value of the RSUs increases and decreases with the market value of the Common Stock. Directors may elect to have payments made as a lump sum or up to 10 annual installments, beginning in the year following the year a director ceases to serve on the Board.

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        All Other Compensation.    2006 Supplementary Table 7 shows all other compensation.

DIRECTOR COMPENSATION

Only independent directors receive payments for serving on the Board. Independent directors are also reimbursed for travel expenses incurred in connection with their duties as directors. Non-employee directors are not eligible to participate in the executive incentive program, savings program, or any of the retirement programs for the Company’s employees. The independent directors are permitted to participate in the DIRECTV Group Directors Deferred Compensation Plan (“Deferred Compensation Plan”), which permits participants to defer a certain percentage of compensation. Other than as described in this section, there are no separate benefit plans for directors.

Compensation paid to independent directors is as follows:

In addition, each independent director receives an annual grant of 4,000 restricted stock units, 25% of which vest beginning upon completion of one year of service and for each of the following three years and are issued in equal increments over a four-year period. All directors receive complimentary DIRECTV service valued at $2,635 per year.

The Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws provide for indemnification of the Company’s directors and officers and the Company maintains director and officer liability insurance.

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