The DirecTV Group (DTV)

What role do executive officers have in determining executive compensation?

        Senior management plays an important role in the executive compensation decision-making process, due to its direct involvement in and knowledge of the business goals, strategies, experiences and performance of the Company.

        Mr. Carey, Mr. Hunter and Ms. Irene McKenna, Vice President, Compensation and Benefits, attend all Committee meetings and periodically provide information to the Committee. In addition, the Chief Financial Officer, the Senior Vice President, Human Resources and the Senior Vice President of Investor Relations and Financial Planning assist the Company to develop recommendations for the annual and long-term incentive compensation plans. In particular, the executives recommend to the Committee specific plan design, performance measures and target levels of performance that are intended to be consistent with the short- and long-term business plans that the Company presents to the Board of Directors.

        The Chief Executive Officer also provides the Committee with information to assist in the determination of annual base salaries, final bonus payouts, final stock plan payouts and whether to exercise its discretion to reduce bonuses or stock payouts from the maximum payments determined under those plans, including:

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An assessment of the performance of the business over the past calendar year including discussion of various business measures and the performance of each business unit and the primary operating areas of the Company;



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An assessment of individual performance of each named executive officer; and



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Specific recommendations as to the level of compensation to be paid to each other executive officer.

        The Committee reviews the assessments of Company performance provided by the CEO and other information provided by the executives attending its meetings and accepts or adjusts the recommendations in light of analyses and advice provided by the Consultant and the Committee's own evaluation of Company and executive performance.

What role do executive officers have in determining executive compensation?

        Three executives attend all Committee meetings and periodically provide input: Mr. Carey, Mr. Hunter and Ms. Irene McKenna, Vice President, Compensation and Benefits. In addition, the Chief Financial Officer, the Senior Vice President, Human Resources and the Senior Vice President of Investor Relations and Financial Planning assist the Company to develop recommendations for the annual and long-term incentive compensation plans. In particular, the executives recommend to the Committee specific plan design, performance measures and target levels of performance that are intended to be consistent with the short and long-term business plans that the Company presents to the Board of Directors.

        To assist the Committee to determine annual base salaries, final bonus payouts, final stock plan payouts and whether to exercise its discretion to reduce bonuses or stock payouts from the maximum payments determined under those plans, the Chief Executive Officer provides the Committee with:

•

An assessment of the performance of the business over the past calendar year including discussion of various business metrics and the performance of each business unit and the primary operating functions of the Company,

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An assessment of individual performance of each named executive officer, and



•

Specific recommendations as to the level of the compensation to be paid to each other executive officer.