The DirecTV Group (DTV)

Forward Looking Disclosures—2007 Directors Compensation

        The Compensation Committee directed the independent Consultant to provide an assessment of Board compensation. The Consultant evaluated Board compensation data from the same peer companies that were used in the evaluation of the named executive officers' compensation (listed on page 22). The Consultant found that Board compensation was lower than the typical compensation among the peer group of companies and recommended adjustments in cash compensation and equity compensation, which the Board adopted.

        Cash Compensation.    The Board of Directors amended the cash compensation for independent directors and increased the annual retainer to $80,000 from $60,000. The Committee retainers were not changed.

        Equity Compensation.    The Board of Directors amended the terms and conditions of RSUs to be granted in 2007. The number of shares to be granted each year will be calculated from a target value of $100,000 and converted to shares based on the closing stock market price of the Common Stock on the second business day following the release of the earnings data for the prior fiscal year and rounded up to the next higher ten shares. The grant date was selected to permit the market to process any material information related to the earnings release. The shares will be paid immediately without a vesting period. Based on this calculation, the number of shares granted in February 2007 was 4,030. The Board of Directors also amended the terms and conditions of RSUs granted to the independent directors in previous years to provide for immediate distribution to each independent director of the associated shares of the Common Stock.

        Stock Retention.    The voluntary stock retention guidelines for directors adopted by the Committee in 2007 recommend that each independent director retain ownership of all stock received as equity compensation for serving on the Board until such time as the director ceases to so serve.

        Charitable Gift-Matching.    The Company amended the matching gift program for all employees, executives and directors to provide for matching gifts to academic institutions, up to $10,000 per calendar year, and to U.S.-based 501(c)(3) organizations up to $1,000 per year, both with restrictions and limitations as defined in the Company program.

53