The DirecTV Group (DTV)

What information does the Committee consider when making executive compensation decisions?

        In setting executive compensation levels, the Committee considers a number of sources of information, including internal and peer group compensation data, and uses various analytical tools.

        These tools include tally sheets that (i) summarize the value of each element, including benefits and perquisites, and the total of an executive's compensation over the current and previous years, (ii) show current stock holdings and incentive compensation denominated in stock and the potential value from increases in the share price, (iii) show amounts payable upon termination of employment under different scenarios and including elements such as pensions and savings that have accumulated over a number of years of service, and (iv) summarize cumulative payments over the past five years for base salary, bonuses and stock payments.

        To evaluate past performance and to set future performance goals, the Committee reviews Company reports on past and forecasted financial and operational performance measures for the Company, DIRECT U.S. and DIRECTV Latin America, as well as compilations of analysts' consensus forecasts.

        The Committee also reviews reports and analyses prepared by the Consultant. These reports typically include a pay for performance review on the alignment between Company performance and incentive plan payouts; a review of the performance measures and the difficulty of achieving them; analysis of "opportunity" pay as compared to the peer companies; for the CEO, the analysis includes "earned and estimated" pay, which consists of amounts actually earned during the most recent performance period plus the estimated "paper" earnings in stock options and RSUs granted in the same period, as compared to Company performance, peer company performance and the peer company CEOs' earned and estimated pay; progress on achieving desired stock ownership levels, and changes in

32

the group of peer companies. Analyses of pay at the peer companies include appropriate job-matching of our executives to the peer group executives, changes in target pay, allocations between forms of pay, and changes in pay that affect the Committee's objectives (e.g., combined base salary and bonus opportunity approximately at the median). As needed, the Consultant also provides the Committee reports on third-party governance advisors' assessments of the Company's pay processes; analysis and advice on proposed employment agreements or other compensation programs or changes to existing programs, including the links between pay and performance; reports of trends and best practices in compensation design and disclosure, and assistance in designing compensation governance policies.

        The Committee considers the potential accounting and tax implications of its compensation decisions and, for stock-based compensation, the potential dilution to stockholders. The Committee considers other factors for each executive such as previous compensation, industry experience and achievements, and how the executive's skills and experience enable the successful achievement of our business plans.

        When setting pay levels, no particular weight is given to any factor, although compensation data from the peer group is considered more relevant to our pay levels than other sources of information. In the end, the Committee relies on its judgment and experience to set compensation for each executive that is competitive with the peer group, fair internally and appropriate based on the Company's performance and on the executive's level of responsibility, experience and contribution to the success of the Company.