The DirecTV Group (DTV)

Summary of 2007 Compensation Payments

        The compensation programs for the named executive officers are intended to support the achievement of annual and longer-term business goals that are expected to enhance the value of the Company for stockholders. Consistent with that objective, the two dominant components of the named executive officers' compensation are a performance-based annual cash bonus and performance-based long-term stock grants.

        In reviewing our 2007 performance, the Committee determined that for the 2007 annual bonus program we exceeded the applicable annual performance measure for funding under the Executive Officer Cash Bonus Plan and generally performed well against other performance measures. For the 2005-2007 stock-based performance plan ending in December 2007, the Committee determined that we met some but not all of our aggressive goals. The Committee's compensation consultant determined that the Company had performed above the median of our peer group in revenue growth and in the top quartile for growth of earnings before interest, taxes, depreciation and amortization, or EBITDA, free cash flow growth, earnings per share growth, total shareholder return and change in market capitalization. After reviewing these achievements and other factors discussed below, the Committee approved (i) bonuses slightly above target levels, (ii) issuance of the shares (at 78.7% of target) in the 2005-2007 performance-based stock program, and (iii) issuance of shares to the Chief Executive Officer in respect of his 2004 performance-based stock award (at 100% of target).

        In terms of pay for performance, we believe that the 2007 compensation payments were aligned with the Company's performance.