The DirecTV Group (DTV)

How are amounts from prior compensation periods considered in setting current elements of compensation?

        When setting each year's compensation targets for the executives, the Committee reviews prior bonuses and stock awards, which represent compensation for past achievements, and recent stock option exercises for each named executive officer. The Committee does not limit current bonus opportunities or long-term incentive opportunities based on previously awarded and accumulated compensation because it believes that an executive's incentive compensation should be linked to the executive's and Company's current and future performance and not based on or limited by accumulated compensation and incentive awards for past achievements.

        The Committee also reviews accumulated employee benefit values, but has not limited the value of employee benefit programs based on previously accumulated compensation. Employee benefit programs

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are intended to be a modest part of an executive's total compensation and these programs are generally provided to the executives on the same basis as all other employees. The pension and savings benefit programs credit base salary and annual bonuses for executives in the same manner as all other employees; long-term incentive awards (e.g., the value of stock options or stock awards) are excluded from crediting under these programs. As a practice, the Committee has not provided additional years of age or service credits under such benefit programs to any named executive officer.