The DirecTV Group (DTV)

Values of Potential Payments upon Termination of Employment as of December 31, 2007

        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. All payments are subject to Sections 162(m) and 409A of the Code, as each applies to compensation payable upon and following a termination of employment of each of the named executive officers.

        Benefit amounts payable from health and welfare plans and the 401K plan that are generally available to all employees have been excluded from the following discussion. For termination for cause, excess savings plan values are assumed to be derived from the executive's own savings contributions and would likely remain payable, while excess pension values are assumed to be entirely derived from Company contributions and would likely be forfeited. Benefits payable from the pension plans are shown on the 2007 Pension Benefits Table on page 48 and savings account balances other than the 401K plan are shown in the 2007 Non-Qualified Deferred Compensation Table on page 51. For voluntary termination, unexercised stock options are cancelled immediately following the date of voluntary termination of employment. Therefore, we assume that if vested stock options held by Messrs. Carey, Doyle, Palkovic or Hunter are "in the money," that is, the market price of the stock was greater than the exercise price of the stock option, then the executive would exercise the vested stock options on the last day of employment. Stock Option and RSU values are in the 2007 Outstanding Equity Awards at Fiscal Year-End Table on page 46. Bonuses and RSUs paid for performance periods ending December 31, 2007, are shown in the 2007 Summary Compensation Table on page 37 and the 2007 Option Exercises and Stock Vested Table on page 48. All amounts would be payable in a lump sum except Mr. Carey has made an election to convert the Excess Pension Plan value to 60 monthly payments; Mr. Doyle has made an election to convert the Excess Pension Plan value to 60 monthly payments and the Excess Savings Plan value to five annual payments; and Mr. Hunter has made an election to convert the Excess Savings Plan value to five annual payments.

        Mr. Carey:

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For termination for cause, he would receive no compensation beyond his accrued and vested savings and pension plan benefits and, for voluntary termination, the additional value of his vested stock options. Unvested stock options and RSUs would be cancelled.



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For death or disability, in addition to the accrued and vested savings and pension benefits and vested stock options, he would receive $6,666,000 in respect of base salary payable over the remaining term of his employment agreement, his unvested stock options from the 2007 grants would vest (valued at $834,486 at December 31, 2007) and the 2007 RSUs would vest (valued at $9,916,168 at December 31, 2007), subject to Section 162(m) of the Code.



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For involuntary termination without cause, in addition to the accrued and vested savings and pension benefits and vested stock options, he would receive $16,665,000 in severance, his unvested stock options from the 2007 grants would vest (valued at $834,486 at December 31,

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2007) and the 2007 RSUs would vest (valued at $9,916,168 at December 31, 2007), subject to Section 162(m) of the Code.

        Mr. Doyle:

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For termination for cause, he would receive no compensation beyond his accrued and vested savings and pension plan benefits and, for voluntary termination, the additional value of his vested stock options.



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For death or disability, in addition to the accrued and vested savings and pension benefits and his vested stock options, vested RSUs (valued at $655,067 at December 31, 2007) would be payable at the scheduled dates, subject to Company performance.



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For involuntary termination without cause, in addition to the accrued and vested savings and pension benefits, and vested stock options, he would receive $500,000 in severance, vested RSUs (valued at $655,067 at December 31, 2007) would be payable at the scheduled dates, subject to Company performance, his medical benefit continued for one year is valued at $15,144 and outplacement is valued at $20,000.

        Mr. Churchill:

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For termination for cause and for voluntary termination, he would receive no compensation beyond his accrued and vested savings and pension plan benefits.



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For death or disability, in addition to the accrued and vested savings and pension benefits, he would receive a bonus of $1,200,000, vested RSUs (valued at $2,157,867 at December 31, 2007) would be payable at the scheduled dates, subject to Company performance, and for disability only, his medical and long-term disability benefits continued for two years are valued at $30,288 and $1,997, respectively.



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For involuntary termination without cause, in addition to the accrued and vested savings and pension benefits, he would receive $3,465,000 in severance, vested RSUs (valued at $2,157,867 at December 31, 2007, would be payable at the scheduled dates, subject to Company performance, and his medical benefit continued for two years is valued at $30,288.

        Mr. Palkovic:

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For termination for cause, he would receive no compensation beyond his accrued and vested savings and pension plan benefits and $79,733 in paid time off accrued before his election as an officer in 2005, and, for voluntary termination, the additional value of his vested stock options.



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For death or disability, in addition to the accrued and vested savings and pension benefits and $79,733 in paid time off accrued before his election as an officer in 2005 and the value of his vested stock options, he would receive a bonus of $500,000, vested RSUs (valued at $1,213,800 at December 31, 2007) would be payable at the scheduled dates, subject to Company performance, and for disability only, his medical and long-term disability benefits continued for three years are valued at $45,432 and $2,995, respectively.



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For involuntary termination without cause, in addition to the accrued and vested savings and pension benefits and $79,733 in paid time off accrued before his election as an officer in 2005 and vested stock options, he would receive $2,628,000 in severance (including the value of complying with his non-compete agreement payable after 12 months), vested RSUs (valued at $2,003,733 at December 31, 2007) would be payable at the scheduled dates, subject to Company performance, and his medical benefit continued for three years is valued at $45,432.

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        Mr. Hunter:

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For termination for cause, he would receive no compensation beyond his accrued and vested savings and pension plan benefits and, for voluntary termination, the additional value of his vested stock options.



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For death or disability, in addition to the accrued and vested savings and pension benefits and vested stock options, he would receive a bonus of $500,000, vested RSUs (valued at $1,213,800 at December 31, 2007) would be payable at the scheduled dates, subject to Company performance, and for disability only, his medical and long-term disability benefits continued for two years are valued at $29,002 and $1,997, respectively.



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For involuntary termination without cause, in addition to the accrued and vested savings and pension benefits and vested stock options, he would receive $2,626,000 in severance (including the value of complying with his non-compete agreement payable after 12 months), vested RSUs (valued at $2,003,733 at December 31, 2007) would be payable at the scheduled dates, subject to Company performance, and his medical benefit continued for two years is valued at $29,002.