The DirecTV Group (DTV)

What are the objectives of the compensation programs? What are the compensation programs designed to reward?

        The named executive officers earn compensation consisting of base salary, an annual performance-based bonus, long-term performance-based incentives (usually denominated in shares of stock) and employee benefits.

19

        The objectives of our compensation program are to:

        The base salary, bonus and stock incentive compensation programs are intended to support these objectives. Further, we believe that, if we design the compensation programs well, we will attract and retain an excellent management team that has key attributes such as business acumen, industry experience, personal integrity, the ability to recognize and make the most of the talent within the Company, and is motivated to work as a team and achieve results.

        A significant portion of the executives' compensation is expected to be paid in shares of stock through long-term incentive plans in order to directly align the management team's compensation with improving shareholder value. We have equity ownership guidelines that are applicable to all executives and are intended to encourage the executives to have significant equity at risk.

        Employee benefits provide protection against loss of income (for example, disability and life insurance plans), significant health and wellness expenses (medical plans) and to provide post-retirement income (savings and pension plans).