The DirecTV Group (DTV)

Summary

        The compensation programs for the named executive officers are designed to support the achievement of annual and longer-term business goals that are expected to enhance the value of the Company for stockholders. The total of an executive officer's base salary, target annual bonus and target long-term stock awards is intended to be competitive with the pay levels of similar executives among companies in our peer group of companies.

        As part of its processes and procedures for determining executive compensation, the Compensation Committee:

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reviews and establishes the peer group companies used as a reference to benchmark Company performance and executive officer compensation;



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reviews executive officer compensation to ensure that a significant portion is performance-based to create incentives for above-target performance and consequences for below-target performance;



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reviews total compensation and benefits summaries (also referred to as tally sheets) for each executive officer to ensure the Committee understands all aspects of each executive officer's total compensation;



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approves specific performance targets, which are linked to Company performance;



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confirms with the Committee's independent compensation consultant that total compensation paid to the Chief Executive Officer and the other executive officers is appropriate based on an analysis that compares the Company's financial performance relative to the performance of its peer group as measured by financial metrics including stockholder returns and financial performance over one-year and longer periods; and



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approves base salary adjustments and annual and long-term incentive award payouts for each year based on performance achieved in the prior year relative to the pre-established performance targets.

        In reviewing the Company's 2006 performance, the Committee determined that the performance goals had been exceeded for both the 2006 annual bonus program and the three year stock-based performance plan ending in December 2006. The Committee's compensation consultant, Watson Wyatt

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Worldwide, or the Consultant, determined that the Company had performed above the median as compared to the peer companies with respect to financial measures such as total return to stockholders, return on investment, free cash flow growth, earnings per share growth, revenue growth and EBITDA growth. After reviewing these achievements, as well as other performance factors, the Committee approved bonuses that exceeded the target bonus levels for 2006 and approved payment of 100% of the shares in the performance-based stock program for the three-year period ending December 31, 2006.