The DirecTV Group (DTV)

Values of Potential Payments upon Termination of Employment as of December 31, 2006

        Potential payments upon termination of employment in the following discussion were calculated under the terms and conditions of each executive's employment agreement. If not specifically addressed in the employment agreement, then payments were determined under the terms and conditions of each of the separate compensation and benefit plan documents.

        For Messrs. Churchill, Hunter and Pontual, the following amounts were determined under the terms and conditions of the new employment agreements that are effective January 1, 2007, but using compensation values effective for December 31, 2006. The amounts were not determined under the prior employment agreements because the prior employment agreements expired on December 31, 2006, and none of the three executives terminated employment on or prior to December 31, 2006. For Mr. Palkovic, the values shown for termination for cause, voluntary termination, death and disability were determined under his employment agreement; the values shown for involuntary termination without cause were determined under his change in control severance agreement.

        Benefit amounts that may be payable from savings, pension, health and welfare plans that are generally available to all employees have been excluded from the valuations. All amounts would be payable in a lump sum, except for the Excess Pension Plan where Messrs. Carey, Palkovic and Pontual have made elections that the value would be paid over 60 months following termination of employment. The executive officers would retain the balances of their respective savings accounts in the Excess Savings Plan and the Executive Deferred Compensation Plan as shown in the Non-Qualified Deferred Compensation Table on page 45. The Excess Pension Plan would be valued at the amount shown in the Pension Benefits Table on page 43; however these amounts were assumed to be entirely derived from Company contributions and would likely be forfeited upon termination for cause. For terminations other than for cause, each executive officer would retain the right to exercise stock options, the current value of which is noted following the Outstanding Equity Awards at Fiscal Year-End table on page 41.

        Severance.    Upon involuntary termination without cause, Messrs. Palkovic, Churchill, Hunter and Pontual would receive $2,310,000, $3,072,000, $2,310,000 and $1,125,000 respectively; Mr. Hunter's amount includes $1,155,000 payable 12 months after termination of employment, provided he complies with his non-competition agreement.

        Base Salary.    Mr. Carey would receive a payment for base salary valued at $2,151,000 only upon involuntary termination of employment without cause.

        Bonus.    Mr. Carey would receive a $3,227,000 payment for the annual bonus program upon his death, disability or involuntary termination of employment without cause. Mr. Palkovic would receive a $400,000 payment for the annual bonus program upon his death or disability or $455,000 for

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involuntary termination of employment without cause. Mr. Churchill would receive a $950,000 payment for the annual bonus program upon his death or disability or $1,024,000 for involuntary termination of employment without cause. Mr. Hunter would receive a $420,000 payment for the annual bonus program upon his death or disability or $455,000 for involuntary termination of employment without cause. Mr. Pontual would receive a $350,000 payment for the annual bonus program upon his death or disability or $375,000 for involuntary termination of employment without cause.

        RSU Programs.    The value of the RSUs under the terms of their respective employment agreements and the terms of the RSU programs were, for Mr. Carey, $32,422,000, for Mr. Palkovic $2,119,900, for Mr. Churchill $2,992,800, for Mr. Hunter $2,348,549 and for Mr. Pontual $2,182,250; however, for involuntary termination without cause, the RSUs for Messrs. Churchill, Hunter and Pontual would have been valued at $3,990,400, $3,221,425 and $2,930,450 respectively.

        Executive Benefits.    For termination due to disability, Mr. Carey would continue to receive Executive Medical and Executive Long-Term Disability benefits valued at $35,071 and $998, respectively, Mr. Palkovic $43,839 and $1,248, Mr. Churchill $105,213 and $2,994, Mr. Hunter $92,322 and $2,994 and Mr. Pontual $105,213 and $2,994. For involuntary termination without cause, the Executive Medical benefit would be valued for Mr. Palkovic at $70,142, and for Messrs. Churchill, Hunter and Pontual, the values would be the same as for disability. For involuntary termination without cause, the Executive Long-Term Disability benefit would continue for Messrs. Churchill, Hunter and Pontual at the same value as for disability. Mr. Palkovic would receive $105,000 for outplacement.