The DirecTV Group (DTV)

2007 Nonqualified Deferred Compensation

        We provide a savings plan, the Excess Savings Plan, which is a pre-tax non-qualified defined contribution plan, and, prior to 2007, we also provided the Executive Deferred Compensation Plan. These savings plans are sometimes referred to as "deferred compensation plans" because, by electing to deposit their compensation in the savings plans and not take them as current, taxable compensation, an employee defers receipt of their compensation until a later date.

        This table and the notes following provide additional information regarding each named executive's participation in the deferred compensation plans.

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2007 NONQUALIFIED DEFERRED COMPENSATION

        Savings Plans.    The 401-K Plan is a tax-qualified broad-based employee savings plan that also has an after-tax savings feature. Employees may contribute up to 12% of base salary and annual bonuses up to dollar limits established annually by the IRS. We match 100% of employee contributions up to the first 4% contributed by the employee. The Company-matching contributions vest after three years of service. Employees may invest their contributions in a variety of funds, including a Company stock fund. Withdrawals from the 401-K Plan are permitted as provided by applicable regulations.

        The Excess Savings Plan is a non-qualified pre-tax savings plan that is provided for employees whose base salary and annual bonuses exceed the limits established by the IRS on compensation and benefits for the 401-K Plan. Employee contributions or deferrals to the Excess Savings Plan begin only when the employee has contributed the maximum possible amount permitted by the Code to the 401-K Plan. The Excess Savings Plan has many features that mirror the 401-K Plan including contribution rates, matching and vesting. Employees may invest their contributions into the same funds that are available in the 401-K Plan, however, no actual monies are invested in these funds (to avoid tax consequences that conflict with the pre-tax nature of this Plan), and, thus, these investments are referred to as "notional investments." The value of the notional investments in the employee's account increase and decrease with the value of the selected fund. The Excess Savings Plan permits daily transfers of amounts among the available notional investments except for the DIRECTV Stock Fund, where trades are restricted to open trading periods. To the extent that the notional investment gains exceed employee contributions at the date of distribution, the Company pays the increase in value. The Excess Savings Plan permits distributions following termination of employment as a lump sum and as annual installment payments.

        The Executive Deferred Compensation Plan is a non-qualified pre-tax savings plan for senior executives. The Executive Deferred Compensation Plan was amended effective December 31, 2006, to bar all future contributions. The plan will continue to be administered until all account balances are withdrawn by executives upon termination of employment or retirement. Previous contributions from base salary and bonuses earn interest at a rate that is fixed annually and approximates 120% of 10-year Treasury Note rates, while the value of the previous contributions from stock awards increases and decreases with the stock market price. The Executive Deferred Compensation Plan permits distributions as a lump sum at a specific date during employment and, following termination of employment, as lump sum or annual installment payments.

        Executive Contributions.    The amounts shown in column (c) represent compensation that the named executive officers elected to save into the Excess Savings plan, which was earned in 2007 either as 2007 base salary or as the 2006 annual bonus paid in early 2007. The amounts shown in column (c) that came from 2007 base salary duplicate base salary compensation shown in the 2007 Summary Compensation Table, column (c) on page 37.

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        Company-Matching Contributions.    The amounts shown in column (c) represent Company-matching contributions to the Excess Savings Plan. The amounts shown in this column are included in the amounts shown in the 2007 Summary Compensation Table, column (h) and the 2007 Supplementary Table 11, column (c) on page 39.

        Earnings.    The amounts shown in column (e) include gains or losses on notional investments in the Excess Plan Savings Benefit, interest on previous cash contributions to the Executive Deferred Compensation Plan and the change in the market value of notional investments in Company stock units in both plans. The interest and earnings from notional investments in this column are all at market rates and, therefore, are not included in the 2007 Summary Compensation Table, column (g) on page 37.

        Withdrawals and Distributions.    As shown in column (f), there were no withdrawals or distributions in 2007.

        Year-End Balances.    The amounts shown in column (g) represent the closing balance in each executive's Excess Savings Plan account, and, for Mr. Hunter, the Executive Deferred Compensation Plan account, as of December 31, 2007. We have reported in prior proxy statements all executive and Company contributions to the plans and the related plan balances beginning with the first year each named executive officer was first listed in the Summary Compensation Table.

2006 Nonqualified Deferred Compensation

        The Company provides two non-qualified defined contribution savings plans: the Excess Plan Savings Benefit and the Executive Deferred Compensation Plan. The 2006 Nonqualified Deferred Compensation Table and the notes following the table provide additional information regarding each named executive's participation in the deferred compensation plans offered by the Company.

2006 NONQUALIFIED DEFERRED COMPENSATION

        The Excess Plan Savings Benefit is a non-qualified pre-tax savings plan that is provided for employees and executives whose base salary and annual incentive bonuses exceed the limits on eligible compensation under Section 401-K of the Code established by the IRS. Employee contributions or deferrals to this Plan do not commence until the employee has contributed the maximum possible amount permitted by the Code to the 401-K Plan. Employee contributions are permitted up to 12% of base salary and annual incentive bonus above what is contributed to the 401-K Plan (excluding any contributions to the Executive Deferred Compensation Plan). The Company matches employee contributions 100% up to the first 4% of contributions by the employee; company-matching contributions vest after three years of service. Employees may direct their contributions into the same investment funds that are available in the 401-K Plan, however, no actual monies are invested in these

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funds (to avoid tax consequences that conflict with the pre-tax nature of this Plan), and, thus, these investments are referred to as "notional investments." The value of the notional investments in the employee's account increase and decrease with the value of the selected mutual fund. The Excess Plan Savings Benefit permits daily transfers of amounts among the available notional investments except for the DIRECTV Stock Fund, where trades are restricted to open trading periods. To the extent that the notional investment gains exceed employee contributions at the date of distribution, the Company pays the increase in value. The Excess Plan Savings Benefit permits distributions following termination of employment as a lump sum and as annual installment payments.

        The Executive Deferred Compensation Plan was a non-qualified pre-tax savings plan for senior executives' contributions (also called deferrals). In November 2006, the Committee determined that the Executive Deferred Compensation Plan no longer met its objectives as a retirement savings plan and amended the Plan to bar all future contributions to the Plan, effective December 31, 2006. The Company will continue to administer the Plan until all account balances are withdrawn by executives upon termination of employment or retirement.

        During 2006, executive contributions were permitted up to 50% of base salary, 80% of annual incentive bonus and 80% of stock awards. The Company matched contributions from base salary and annual incentive bonuses 100% up to the first 4% of the contributions by participating executives; company-matching contributions vest after three years of service. The Company did not match contributions of deferred stock or other long-term incentive awards. Contributions from base salary and incentive bonuses earn interest at a rate that is fixed annually and approximates 120% of 10-year Treasury Note rates, while the value of the contributions from stock awards increases and decreases with the stock market price. The Executive Deferred Compensation Plan does not permit any transfers between the interest-bearing cash account and the stock unit account. The Executive Deferred Compensation Plan permits distributions as a lump sum at a specific date during employment, and, following termination of employment, as lump sum or annual installment payments.

        Executive Contributions.    The amounts shown in column (b) represent compensation that was elected by the named executive officers to be contributed or deferred into these two plans and was earned in 2006 either as 2006 base salary or the 2005 annual incentive bonus paid in early 2006. The amounts shown in column (b) from 2006 base salary in this table duplicate base salary compensation described in the 2006 Summary Compensation Table.

        Company-Matching Contributions.    The amounts shown in column (c) represent Company-matching contributions to the named executive officers' contributions to these plans. The amounts shown in this column are included in the amounts shown in the 2006 Supplementary Table 5 on page 36.

        Earnings.    The amounts shown in column (d) include gains or losses on notional investments in the Excess Plan Savings Benefit, interest on cash contributions to the Executive Deferred Compensation Plan and the change in the market value of notional investments in Company stock units in both plans. The interest and earnings from notional investments in this column are all at market rates and, therefore, are not reported in the 2006 Summary Compensation Table.

        Withdrawals and Distributions.    In column (e), there were no withdrawals or distributions in 2006.

        Year-End Balances.    The amounts shown in column (f) represent employee contributions, Company matching contributions and earnings since the inception of the plans. The Company has reported all executive and Company contributions to the plans beginning with the first year each named executive officer was first listed in the Summary Compensation Table in prior proxy statements.

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