The DirecTV Group (DTV)

Retirement Growth Benefit Program

        Based only on compensation and service through December 31, 2005, and an annual average interest rate of 4.46% applied to accrued amounts, Messrs. Carey, Churchill and Pontual would receive annual annuities payable starting at age 65 of $44,815, $20,107, and $13,884 respectively, under the Retirement Growth Benefit Program. However, assuming Messrs. Carey, Churchill and Pontual continue to work for the Company until and retire at age 65 and applying an average annual interest rate of 4.46% to the existing account balances, assumed annual salary increases each January of 3% and assumed future bonuses, Messrs. Carey, Churchill and Pontual would receive annual annuities payable starting at the age of 65 of $355,487, $197,177 and $138,750, respectively, under the Retirement Growth Benefit Program.

Retirement Growth Benefit Program

Based only on compensation and service through December 31, 2004, and an annual average interest rate of 4.86% applied to accrued amounts, Messrs. Carey, Stern and Churchill would receive annual annuities payable starting at age 65 of $13,112, $13,427, and $7,441 respectively, under the Retirement Growth Benefit. However, assuming Messrs. Carey and Churchill continue to work for the Company until and retire at age 65 and applying an average annual interest rate of 4.86% to the existing account balances, assumed annual salary increases each January of 3% and assumed future bonuses, Messrs. Carey and Churchill would receive annual annuities payable starting at the age of 65 of $410,855 and $210,906 respectively, under the Retirement Growth Benefit Program.

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