The DirecTV Group (DTV)

Does the Committee benchmark compensation?

        The Committee annually evaluates pay practices among a peer group of companies to help set the level of the primary compensation elements of the executive officers' compensation—base salaries, annual bonus opportunities and long-term incentive opportunities—and the relative proportions of those elements. Opportunity pay is not guaranteed and actual values of bonuses and long-term incentives as measured at the end of the performance periods will vary from the target opportunity levels based on Company and individual performance.

        We review the list of companies in the peer group periodically. The current list was last revised in 2008, as discussed below. The Consultant developed the list, focusing on companies in the entertainment, content development and distribution industries and incorporated suggestions from management and the Chairman of the Committee. The selected peer companies fall within a range (both above and below the Company) of comparison factors such as revenue, market capitalization and net income; thus, certain companies that were significantly larger or smaller than the Company were excluded from the final list. In November 2007, the following peer group of 20 companies was appropriate:

        In October 2008, effective for 2009 compensation planning, the Committee revised the peer group to remove companies that are no longer publicly traded and for which proxy data on executive officers' pay will no longer be available (Alltel Corp, Clear Channel Communications, Tribune Company and Univision Communications); to recognize Sirius Satellite Radio as the survivor of the merger with XM Satellite Radio; to replace EchoStar Communications with DISH Network Corp. (the relevant

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competitor following the restructuring of EchoStar Communications); and to add Time Warner Cable (spun off from Time Warner, Inc.) and Liberty Global, Inc.