The DirecTV Group (DTV)

What specific performance measures are taken into account in setting compensation plans and making decisions?

        The Committee uses a variety of internal and external measures of the Company, DIRECTV U.S. and DIRECTV Latin America to gauge the level of performance as it affects compensation decisions. The Committee evaluates the performance measures established in the short- and long-term incentive plans in the context of other performance measures over the same time periods. The Committee also gauges Company performance as compared to the peer group in order to balance the focus on achievement of internal measures. As appropriate, the Committee measures Company performance over one year (typically used for annual bonuses) or longer periods of time (typically used for long-term incentive programs).

        Operational measures have included net subscriber growth, churn and customer satisfaction. Financial measures have included SAC per gross additional subscriber, pre-SAC margin improvement, growth of ARPU, cash flow, free cash flow, free cash flow growth, growth in cash flow before interest and taxes, revenue growth, OPBDA growth, total return to stockholders, return on investment, and earnings per share growth. The specific performance measures used in each of the current annual and long-term incentive plans are described in the 2008 Company Performance and Incentive Programs on page 21.

        The performance measures apply to the named executive officers as an executive team, that is, each individual named executive officer is held accountable for the achievement of all of the goals,

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regardless of their organizational responsibilities. Although individual performance is a factor in the Committee's exercise of discretion with respect to bonuses, the final bonus generally and primarily reflects overall Company performance more than individual performance. Typically, the Committee only exercises its discretion to decrease an individual bonus from the maximum amount payable under the annual bonus plan and not the RSU plan. The Committee has not increased any final incentive award above the maximum amount permitted in the relevant plan based in part on consideration of applicable tax consequences. However, the Committee retains the authority to determine that the formula-based amount does not adequately reflect actual achievement and may approve an additional payout that is separate from the incentive plan to reward such an achievement.