The DirecTV Group (DTV)

Why is the Chief Executive Officer paid significantly more than other officers?

        Based on reports and analyses on the compensation of executives in the peer group that were provided by the Consultant in prior years and updated in 2008, the Committee has noted that generally there is a significant difference in total targeted direct compensation between the chief executive officer and the second highest paid executive (or the other named executive officers as a group) within the peer group. This difference is explained by the scope of the CEO's responsibility and accountability for the overall performance of the company as compared to other executives. Other executives are responsible for significant aspects of company performance, reflecting their organizational responsibilities, but only the CEO is responsible for all aspects of company performance. Not all senior executives have the skills and experience to perform successfully as CEO, even though such senior executives may provide excellent performance in roles reporting to the CEO. The reduced number of potential CEOs adds significant upward pressure on CEO compensation.

        This difference is reflected in peer group compensation levels and, in turn, is a significant factor leading to the material difference in the level of the total targeted compensation of the Company's CEO as compared to the second highest paid named executive officer (or the other named executive officers of the Company as a group). Based on consideration in 2008 of its compensation objectives, the information about the peer group and its own judgment and experience, the Committee believes that the difference in target pay between the Company's CEO and the other named executive officers is reasonable and appropriate.

Why is the Chief Executive Officer paid significantly more than other officers?

        Based on reports and analyses provided by the Consultant on the compensation of executives in the peer group, the Committee has noted that generally there is a significant difference in total targeted direct compensation between the chief executive officer, or CEO, and the second highest paid executive (or the other named executive officers as a group) within the peer group. This difference is explained by the scope of the CEO's responsibility and accountability for the overall performance of the company as compared to other executives. Other executives are responsible for significant aspects of company performance, reflecting their organizational responsibilities, but only the CEO is responsible for all aspects of company performance. Not all senior executives have the skills and experience to perform successfully as CEO, even though such senior executives may provide excellent performance in roles reporting to the CEO. The reduced number of potential CEOs adds significant upward pressure on CEO compensation.

        This difference is reflected in peer group compensation levels and, in turn, is a significant factor leading to the material difference in the level of the total targeted compensation of the Company's CEO as compared to the second highest paid named executive officer (or the other named executive officers of the Company as a group). Based on consideration of its compensation objectives, the information about the peer group and its own judgment and experience, the Committee believes that the difference in target pay between the Company's CEO and the other named executives is reasonable and appropriate.