The DirecTV Group (DTV)

Pension Plans

        Our Named Executive Officers are eligible for retirement benefits under the Company's Pension Plan and the Salaried Employees Excess Benefit Plan. These plans consist of a Contributory Benefit Program available to employees hired prior to August 1, 1990, a final pay Non-Contributory Benefit Program for employees hired after that date but before December 1, 2001, and a cash balance benefit ("Retirement Growth Benefit Program") established in December 2001 for employees hired after November 30, 2001. The Non-Contributory Benefit Program is a final average pay benefit using the highest 5 out of the last 10 years of covered compensation (generally, base salary plus bonus). The Retirement Growth Benefit Program provides company credits based on 4% of covered compensation and interest credits. All employees named below participating in the Non-Contributory Benefit Program get the better of that benefit or the Retirement Growth Benefit Program.

        As permitted by the Employee Retirement Income Security Act of 1974, the Salaried Employees Excess Benefit Plan is a supplemental plan that pays benefits out of general funds for retirement benefits payable in excess of legislated compensation and benefit limits.

        None of the Named Executive Officers participates in the Contributory Benefit Program. All of the Named Executive Officers participate in the Salaried Employees Excess Benefit Plan.

        Messrs. Hunter and Palkovic participate in the Non-Contributory Benefit Program but will receive the benefit that is better under either the Non-Contributory Benefit Program or the Retirement Growth Benefit Program. Messrs. Carey, Churchill and Pontual participate in the Retirement Growth Benefit Program.

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        The following table sets forth the annual benefit for the Non-Contributory Benefit Program based on remuneration and years of service.

Pension Plans

Our named executive officers are eligible for retirement benefits under the Company’s Pension Plan and the Salaried Employees Excess Benefit Plan. These plans consist of a Contributory Benefit Program available to employees hired prior to August 1, 1990, a final pay Non-Contributory Benefit Program for employees hired after that date but before December 1, 2001 and a cash balance benefit (“Retirement Growth Benefit Program”) established in December 2001 for employees hired after November 30, 2001. Those employees participating in the Non-Contributory Benefit Program as of December 1, 2001 get the better of that benefit or the Retirement Growth Benefit Program.

The Contributory Benefit Program requires a 3% after-tax participant contribution and provides benefits based on one of three formulas (Career Average Formula, Minimum Benefit Formula and a Final Average Monthly Compensation Formula). The benefit received by the employee is based on the formula that provides the highest monthly benefit.

The Non-Contributory Benefit Program is a final average pay benefit using the highest 5 out of the last 10 years of covered compensation (generally, base salary plus bonus).

The Retirement Growth Benefit Program provides company credits based on 4% of covered compensation and interest credits.

All employees participating in the Non-Contributory Benefit Program receive the higher benefit from either the Non-Contributory Benefit Program or Retirement Growth Benefit Program.

As permitted by the Employee Retirement Income Security Act of 1974, the Salaried Employees Excess Benefit Plan is a supplemental plan that pays benefits out of general funds for retirement benefits payable in excess of legislated compensation and benefit limits.

Mr. Hartenstein was the only named executive officer that participated in the Contributory Benefit Program. In connection with his retirement and in accordance with the provisions of the Pension Plan, Mr. Hartenstein elected to receive a one-time lump-sum payment upon his separation from the Company. The gross amount of the lump sum payment made was $9,194,439. Mr. Hunter participates in the Non-Contributory Benefit Program but will receive the benefit which is better under either the Non-Contributory Benefit Program or the Retirement Growth Benefit Program. Messrs. Carey, Stern and Churchill participate in the Retirement Growth Benefit Program.

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The following table sets forth the annual benefit for the Non-Contributory Benefit Program based on remuneration and years of service.