The DirecTV Group (DTV)

2007 Pension Benefits

        The 2007 Pension Benefits Table and the notes following provide additional information regarding each named executive's participation in the Company's pension plans and the present value of those benefits.

2007 PENSION BENEFITS

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        Pension Plans.    We provide an employee pension program with pension values allocated between two components: the tax-qualified Pension Plan and the Excess Pension Benefit Plan, or Excess Plan, which is a non-qualified supplemental pension benefit. Eligibility and benefit formulas are the same for employees and executives. All employees whose compensation or pension benefit exceeds legislated limits on the Pension Plan automatically participate in the Excess Plan. The named executive officers participate in both of these plans on the same basis as all other employees. In the pension benefit formulas, the maximum benefit amount permitted by applicable law and regulations is allocated to and paid from the Pension Plan and the balance is allocated to and paid from the Excess Plan.

        The pension plans are the primary element of compensation in which the Company provides compensation based on an employee's length of service or tenure. Length of service for the executive officers is calculated on the same basis as all other employees. Pension benefits are determined, in part, using the employee's actual age and years of benefit service. In the Excess Plan, as a practice, the Company does not provide additional years of age or benefit service and no named executive officer has been credited with additional years of age or benefit service.

        Mr. Hunter is currently eligible to retire early under both the Pension Plan and the Excess Plan. No payments from either plan were made to a named executive officer in 2007.

        Participation of the Named Executive Officers.    There are three benefit formulas in the plans, which are discussed in Benefits Formulas below. No named executive officer participates in the Contributory Benefit. Messrs. Doyle, Palkovic and Hunter participate in the Non-Contributory Benefit, but will receive the greater of the benefit under the Non-Contributory Benefit or the Retirement Growth Benefit. Messrs. Carey and Churchill participate only in the Retirement Growth Benefit.

        Pensionable Compensation.    In the Pension Plan and the Excess Plan, benefits are determined using base salary and annual bonuses, which means that the value of a pension depends partially on achievement of business goals. Both Plans exclude from consideration the value of stock awards and all other long-term incentive awards. There is no double counting of compensation between the Pension Plan and the Excess Plan.

        Retirement Age.    The plans assume that an employee's retirement age is the earliest of (i) the normal retirement age defined in the plan, (ii) age 65, or (iii) the earliest age when an employee has earned an unreduced retirement benefit. The plans also provide for retirement at earlier age and service levels, but the benefit is reduced.

        Benefit Formulas.    There are three benefit formulas provided by the Pension Plan and the Excess Plan. Eligibility for a specific formula depends on the employee's date of hire. The three benefit formulas consist of:

(i)

a Contributory Benefit that was available to employees hired prior to August 1, 1990, who elected to participate, contribute and remain in this benefit (no named executive officer is eligible for this Contributory Benefit),



(ii)

a final average pay Non-Contributory Benefit for employees hired after that date but before December 1, 2001, and



(iii)

a cash balance benefit called the Retirement Growth Benefit, which was established in December 2001 for employees hired after November 30, 2001.

        Employees who participated in the Non-Contributory Benefit as of December 1, 2001, get the better of that benefit or the Retirement Growth Benefit.

        The Contributory Benefit formula is not discussed further because no named executive officer is eligible for that benefit.

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        The Non-Contributory Benefit is a final average pay benefit using the highest five out of the last 10 years of pensionable compensation. The Company calculates benefits as a percentage of final average monthly pay up to 35 years (and a lesser percentage after 35 years) minus an offset for Social Security. The resulting number is a monthly life annuity payable at Social Security Normal Retirement Age, or SSNRA, (which is 65, 66 or 67 depending on the year of birth). For early retirement within three years before the employee's SSNRA, this benefit is not reduced if the employee has at least ten years of continuous service. Otherwise, the Company reduces the benefit. The Company uses actuarial conversion factors to determine the benefit under different payment options; see Forms of Benefit Payments.

        The Retirement Growth Benefit provides an account-balance benefit based on (a) a percentage of pensionable compensation and (b) interest. The percentage of pensionable compensation increases by years of vesting service up to the maximum 4% per year in the employee's sixth year of service; however, for employees hired before December 1, 2006, the percentage is 4% per year. The formula provides an amount payable as a lump sum. The Company uses actuarial conversion factors to determine the benefit under different payment options; see Forms of Benefit Payments.

        Forms of Benefit Payments.    The forms of benefit payments are identical in both the Pension Plan and the Excess Plan and employees may elect a different form in each plan. Participants who terminate or retire may withdraw plan benefits in a lump sum, a single life annuity, various joint and survivor annuities, various periods certain and a 10-year period certain and continuous. The lump sum, 5- and 10-year period certain payments from the Pension Plan, but not the Excess Plan, may be rolled over into another qualified retirement plan.

        For the purposes of determining the pension benefit values in column (d):

•

Pre-retirement decrements are not used in determining these amounts; participants under the Non-Contributory Benefit and the Retirement Growth Benefit are eligible to retire early beginning at age 55 after attaining one year of service with the Company;



•

The normal retirement age is the SSNRA, and



•

All participants with a vested pension benefit are required to commence their benefit at the SSNRA unless the employee is still employed by the Company.

        Refer to Note 10: Pension and Other Postretirement Benefit Plans of the Notes to the Consolidated Financial Statements of our Form 10-K for the fiscal year ended December 31, 2007, for a discussion of the assumptions made in the valuation of the amounts shown in column (d). As required by the SEC rules for the Pension Benefits Table, the benefit values were determined assuming that the named executive officers will continue to earn the same amount of salary and bonus compensation as reported in the 2007 Summary Compensation Table until retirement.

2006 Pension Benefits

        The Company provides a defined benefit employee pension program consisting of the Pension Plan, which is a qualified plan, and the Excess Pension Benefit Plan or Excess Plan, which is a non-qualified supplemental pension benefit that restores benefits that may not be paid from the Pension Plan due to limitations imposed by the IRS on qualified plan compensation and benefits. The 2006 Pension Benefits Table below and the notes following the table provide additional information regarding each named executive's participation in the pension plans offered by the Company and the present value of those benefits.

2006 PENSION BENEFITS

        Both the Pension Plan and the Excess Plan have the same requirements for participation, benefits eligibility and vesting at three years of service. Benefits are determined using the same formula in both plans. Pension Plan benefits are determined, in part, using the employee's actual age and years of benefit service. In the Excess Plan, as a practice, the Company does not provide additional years of age or benefit service and no named executive officer has been credited with additional years of age or benefit service.

        Refer to Note 11: Pension and Other Postretirement Benefit Plans 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 column (d). As required by the SEC rules for the Pension Benefits Table, the benefit values were determined assuming that the named executive officers will continue to earn the same amount of salary and bonus compensation as reported in the 2006 Summary Compensation Table until retirement.

        Mr. Hunter is currently eligible to retire early under both the Pension Plan and the Excess Plan. No other named executive officer is currently eligible to retire. No payments from either Plan were made to a named executive officer in 2006.

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        Benefit Formulas.    There are three benefit formulas provided by the Pension Plan and the Excess Plan. Eligibility for a specific formula depends on the employee's date of hire. The three benefit formulas consist of:

(i)

a Contributory Benefit that was available to employees hired prior to August 1, 1990, who elected to participate, contribute and remain in this benefit (none of the named executive officers is eligible for this Contributory Benefit),



(ii)

a final average pay Non-Contributory Benefit for employees hired after that date but before December 1, 2001, and



(iii)

a cash balance benefit called the Retirement Growth Benefit, which was established in December 2001 for employees hired after November 30, 2001.

        Employees that participated in the Non-Contributory Benefit as of December 1, 2001, get the better of that benefit or the Retirement Growth Benefit.

        The Contributory Benefit formula is not discussed further because no named executive officer is eligible for that benefit.

        The Non-Contributory Benefit is a final average pay benefit using the highest five out of the last 10 years of pensionable compensation. The Company calculates benefits as follows:

(i)

the product of 1.5% times final average monthly pay times years of benefit service (up to 35 years), minus



(ii)

the product of 0.6% times years of benefit service (up to 35 years) times the lesser of covered compensation (as determined by the federal Social Security Administration) or final average monthly pay, plus



(iii)

the product of 0.5% times final average monthly pay times years of benefit service in excess of 35 years.

        The resulting number is a monthly life annuity payable at Social Security Normal Retirement Age, or SSNRA, (which is 65, 66 or 67 depending on year of birth). For early retirement within three years before the employee's SSNRA, this benefit is not reduced if the employee has at least ten years of continuous service. Otherwise, the Company reduces the benefit to the greater of the benefit determined as the actuarial equivalent using the employee's age at the early retirement date or the benefit reduced by ¹/2% for each month the retirement date is earlier than the SSNRA. The Company uses actuarial conversion factors to determine the benefit under different payment options; see Forms of Benefit Payments.

        The Retirement Growth Benefit provides an account-balance benefit based on (a) a percentage of pensionable compensation and (b) interest using the 30-Year Treasury Rate that is equal to the lesser of the August or October average 30-Year Treasury Rate prior to the plan year. The percentage of pensionable compensation increases by years of vesting service up to the maximum 4% per year in the employee's sixth year of service; however, for employees hired before December 1, 2006, the percentage is 4% per year. The formula provides an amount payable as a lump sum. The Company uses actuarial conversion factors to determine the benefit under different payment options; see Forms of Benefit Payments.

        Participation of the Named Executive Officers.    None of the named executive officers participates in the Contributory Benefit portion of the Pension Plan and the Excess Plan. Messrs. Palkovic and Hunter participate in the Non-Contributory Benefit, but will receive the greater of the benefit under the Non-Contributory Benefit or the Retirement Growth Benefit. Messrs. Carey, Churchill and Pontual participate only in the Retirement Growth Benefit.

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        Pensionable Compensation.    In the Pension Plan and the Excess Plan, benefits are determined using base salary and annual incentive bonus. The value of stock-based or other long-term incentive awards are excluded from pensionable compensation.

        Retirement Age.    The plans assume that an employee's retirement age is the earliest of (i) the normal retirement age defined in the plan, (ii) age 65, or (iii) the earliest age when an employee has earned an unreduced retirement benefit. The plans also provide for retirement at earlier age and service levels, but the benefit is reduced. However, for the purposes of determining the pension benefit values in column (d): pre-retirement decrements are not used in determining these amounts; participants under the Non-Contributory Benefit and the Retirement Growth Benefit are eligible to retire early beginning at age 55 after attaining one year of service with the Company; the normal retirement age is the SSNRA; and all participants with a vested pension benefit are required to commence their benefit at the SSNRA unless the employee is still employed by the Company.

        Forms of Benefit Payments.    The forms of benefit payments are identical in both the Pension Plan and the Excess Plan and the executive may elect a different form in each plan. A participant who terminates employment prior to attaining eligibility to retire and has vested benefits may withdraw plan benefits in a lump sum, as an immediate annuity or the participant may also delay receipt of payments until age 55 or later, but not later than the SSNRA. Employees who retire or former employees who delay receipt of payments until age 55 or later may elect to receive payments in a lump sum, a single life annuity, various joint and survivor annuities, various periods certain and a 10-year period certain and continuous. The lump sum, 5- and 10-year period certain payments from the Pension Plan, but not the Excess Plan, may be rolled over into another qualified retirement plan.