The DirecTV Group (DTV)

Compensation Philosophy and Objectives

        We believe that the long-term value of the Company will increase if the executive management team possesses certain key attributes including business acumen, industry experience, personal integrity and the ability to recognize and make the most of talent within the Company, to lead and motivate management and employees and to manage and encourage creativity and innovation. We use a variety of compensation elements to attract and retain top executive talent with these attributes, to reward performance, provide an incentive for future performance and align the executives' long-term interests with those of the stockholders.

        Consistent with these objectives, the compensation plans are intended to:

•

attract and retain an excellent management team,



•

link the total of base salaries, annual bonuses and long-term incentive compensation with the achievement of business goals that we believe will enhance stockholder value,



•

be appropriate and competitive with the market for similarly situated executives among our peer group of companies, and



•

comply with applicable laws and regulatory requirements.

        Two primary types of compensation are used to achieve these goals:

(i)

annual compensation, which includes



(a)

a base salary at a level consistent with individual responsibilities and contributions,



(b)

an incentive bonus designed to link each executive officer's compensation to the Company's performance and such executive officer's individual contribution to the achievement of business goals,



(c)

health, welfare, savings and pension benefits and certain perquisites designed to be competitive with those offered by a broad group of companies in entertainment, content development and distribution, including the peer companies, and



(ii)

long-term compensation, which includes equity-based compensation designed to encourage achievement of business goals and actions to maximize stockholder value over the long-term.

        The total of an executive officer's base salary, target annual bonus and target long-term stock award is intended to be competitive with the pay levels of similar executives among companies in our peer group of companies. The Committee uses its judgment and experience in determining the mix of compensation elements. Flexibility in setting compensation each year and evaluating Company and individual executive officer performance against both quantitative and qualitative business goals provides the ability to adapt the compensation programs to respond to the continually shifting competitive environment and provides the motivational value for executives to remain with the Company, develop new entertainment and services for customers and increase the value of the Company to stockholders. To enable the Company to continue to attract, retain and motivate the highest level of executive talent, other factors may be considered such as previous compensation (for recently recruited executives), industry experience and achievements, and how the executive's skills and experience may enable the successful achievement of the Company's business plans.

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