Nonqualified Deferred Compensation Rules. Notwithstanding anything herein or in the Plan to the contrary, the DSUs granted pursuant to this Agreement are intended to be compliant with the applicable requirements of Nonqualified Deferred Compensation Rules and shall be limited, construed and interpreted in accordance with such intent. If the Participant is deemed to be a “specified employee” within the meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the DSUs upon his “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred Compensation Rules, such settlement will be delayed until the earlier of: # the date that is six months following the Participant’s separation from service and # the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the DSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules.

Incentive and Deferred Compensation. Executive shall be eligible to participate in all incentive and deferred compensation programs available this executive position, executives or officers of [[the Company:Organization]]. Such participation to be in similar form, under similar terms for each specified executive level, and to the same extent that such programs are made available to other such executives for each executive position or officers.

Unsecured Rights to Deferred Compensation. A Participant’s right to Deferred Share Units shall at all times constitute an unsecured promise of the Company to pay benefits as they come due. The right of the Participant or the Participant’s duly-authorized transferee to receive benefits hereunder shall be solely an unsecured claim against the general assets of the Company. Neither the Participant nor the Participant’s duly-authorized transferee shall have any claim against or rights in any specific assets, shares, or other funds of the Company.

Income Taxes and Deferred Compensation. Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards (including any taxes arising under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes. The Committee shall have the discretion to organize any deferral program, to require deferral election forms, and to grant or to unilaterally modify any Award in a manner # that conforms with the requirements of Section 409A of the Code with respect to compensation that is deferred and that vests after December 31, 2004, # that voids any Participant election to the extent it would violate Section 409A of the Code, and # for any distribution election that would violate Section 409A of the Code, to make distributions pursuant to the Award at the earliest to occur of a distribution event that is allowable under Section 409A of the Code or any distribution event that is both allowable under Section 409A of the Code and is elected by the Participant, subject to any valid second election to defer, provided that the Committee permits second elections to defer in accordance with Section 409A(a)(4)(C) of the Code. The Committee shall have the sole discretion to interpret the requirements of the Code, including [Section 409A], for purposes of the Plan and all Awards.

“Deferred Compensation Account” means the bookkeeping account described in [Section 5(a)(i)]. A sub-account shall be established within the Deferred Compensation Account for each Plan Year in which a Deferred Stock Participant elects to defer compensation into the Deferred Compensation Account in accordance with Section 4(a).

Compensation deferred under an eligible deferred compensation plan within the meaning of Code §457(b).

DEFERRED COMPENSATION PLAN: Nothing herein is intended to effect a Participant’s ability to participate in the Company’s Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”), amended and restated as of May 1, 2008, and as may be further amended from time, subject in all respects to the terms and conditions of the Deferred Compensation Plan.

settlement of all deferred compensation arrangements in accordance with any then applicable deferred compensation or election form.

Deferred Compensation Account – The Company shall maintain a Deferred Compensation Account in the name of each Monthly Deferral Participant who elects to have a Deferral Amount credited in cash pursuant to Section 4 hereof for a given Plan Year. The Deferred Compensation Account shall be denominated in U.S. dollars, rounded to the nearest whole cent. For each month, Deferral Amounts allocated to a Deferred Compensation Account shall be credited to the Deferred Compensation Account as of the last Business Day of the month.

Equity Compensation Deferrals—Deferred equity compensation shall be converted into RSUs representing DIRECTV common stock. The use of units is for recordkeeping purposes. Deferred equity compensation shall not be diversified into other hypothetical investments and only shares of DIRECTV stock shall be paid from the deferred equity compensation.