Exhibit 10.19

THE DIRECTV GROUP, INC.  Executive Deferred Compensation Plan    Amended and Restated Effective as of January 1, 2005

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TABLE OF CONTENTS

PagePurpose

1ARTICLE 1Definitions

1ARTICLE 2Selection, Enrollment, Eligibility

72.1

Eligibility; Commencement of Participation

72.2

Enrollment Requirements

72.3

Selection

7ARTICLE 3Deferral Commitments/Company Matching/Crediting/Taxes

83.1

Minimum Deferrals

83.2

Maximum Deferral

83.3

Election to Defer; Effect of Election Form

93.4

Withholding of Annual Deferral Amounts

103.5

Withholding of Annual Incentive Plan Amount and Long-Term Achievement Plan Amount

103.6

Annual Company Contribution Amount

103.7

Annual Company Matching Amount

103.8

Vesting

103.9

Crediting/Debiting of Account Balances

113.10

FICA and Other Taxes

133.11

Taxation of Distributions

133.12

Small Distributions

133.13

Stock Distributions

13ARTICLE 4Short-Term Payout; Unforeseeable Financial Emergencies, Withdrawal Election

134.1

Short-Term Payout

134.2

Short-Term Payout Takes Precedence Over Other Benefits

144.3

Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies

144.4

Payment Delay for Specific Employees

14ARTICLE 5Retirement Benefit

145.1

Payment of Benefit

145.2

Death Prior to Completion of Retirement Benefit

15ARTICLE 6Preretirement Survivor Benefit

156.1

Pre-Retirement Survivor Benefit

156.2

Payment of Pre-Retirement Survivor Benefit

15ARTICLE 7Termination for Cause Benefit; Involuntary Termination Benefit

157.1

Termination for Cause Benefit

157.2

Payment of Termination for Cause Benefit

15ARTICLE 8Disability Benefit

158.1

Disability Benefit

15ARTICLE 9Beneficiary Designation

169.1

Beneficiary

169.2

Beneficiary Designation; Change; Spousal Consent

169.3

Acknowledgment

169.4

No Beneficiary Designation

169.5

Dissolution of Marriage

169.6

Doubt as to Beneficiary

169.7

Discharge of Obligations

17ARTICLE 10Leave of Absence

1710.1

Paid Leave of Absence

1710.2

Unpaid Leave of Absence

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PageARTICLE 11Termination, Amendment or Modification

1711.1

Termination

1711.2

Amendment

1811.3

Plan Agreement

1811.4

Effect of Payment

18ARTICLE 12Administration

1812.1

Committee Duties

1812.2

Delegation

1812.3

Binding Effect of Decisions

1812.4

Indemnity of Committee

1812.5

Employer Information

19ARTICLE 13Other Benefits and Agreements

1913.1

Coordination with Other Benefits

19ARTICLE 14Claims Procedures

1914.1

Presentation of Claim

1914.2

Notification of Decision

1914.3

Review of a Denied Claim

1914.4

Decision on Review

2014.5

Arbitration

20ARTICLE 15Trust

2115.1

Establishment of Trust

2115.2

Interrelationship of the Plan and the Trust

2115.3

Distributions From the Trust

2115.4

Investment of Trust Assets

21ARTICLE 16Miscellaneous

2216.1

Status of Plan

2216.2

Unsecured General Creditor

2216.3

Employer's Liability

2216.4

Nonassignability

2216.5

Not a Contract of Employment

2216.6

Furnishing Information

2216.7

Terms

2216.8

Captions

2216.9

Governing Law

2316.10

Notice

2316.11

Successors

2316.12

Spouse's Interest

2316.13

Validity

2316.14

Incompetent

2316.15

Court Order

2316.16

Distribution in the Event of Taxation.

2316.17

Legal Fees To Enforce Rights After Change in Control

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AMENDED AND RESTATED
THE DIRECTV GROUP, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
Effective as of January 1, 2005

Purpose

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who
contribute materially to the continued growth, development and future business success of the DIRECTV Group, Inc. ("DIRECTV") formerly called Hughes Electronics Corporation, a Delaware
corporation, and its subsidiaries and affiliates, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. This Plan was originally effective
as of September 1, 1998 and was previously amended on July 10, 2001, December 19, 2002, December 22, 2003, January 1, 2005 and December 31, 2006. This plan is
now amended and restated as of October 30, 2008 to be retroactively effective as of January 1, 2005 to comply with Internal Revenue Code Section 409A.

ARTICLE 1Definitions

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following
indicated meanings:

1

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ARTICLE 2  Selection, Enrollment, Eligibility

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ARTICLE 3  Deferral Commitments/Company Matching/Crediting/Taxes

Deferral

Maximum AmountBase Annual Salary


50%Annual Bonus


80%Restricted Stock Units


80%Annual Long-Term Achievement Plan Amount


80%




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9

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Years of Service on Date
of Termination of Employment

Vested Percentage of
Company Matching AccountLess than 3 years

0%3 years or more

100%




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ARTICLE 4  Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election

13

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ARTICLE 5  Retirement and Termination Benefit

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ARTICLE 6  Preretirement Survivor Benefit

ARTICLE 7  Termination for Cause Benefit

ARTICLE 8  Disability Benefit

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ARTICLE 9  Beneficiary Designation

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ARTICLE 10  Leave of Absence

ARTICLE 11  Termination, Amendment or Modification

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ARTICLE 12  Administration

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ARTICLE 13  Other Benefits and Agreements

ARTICLE 14  Claims Procedures



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ARTICLE 15  Trust

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ARTICLE 16  Miscellaneous

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Corporate
Human Resources
Executive Compensation
2230 East Imperial Highway
El Segundo, CA 90245



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