The DirecTV Group (DTV)

Audit Committee

        The Audit Committee currently has four members all of whom are independent directors as defined by the NASDAQ. The Audit Committee met six times in 2008. The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the financial reports and other financial information provided by the Company to the stockholders and others, the Company's system of internal controls, the Company's compliance procedures for the employee code of ethics and standards of business conduct, the Company's audit, accounting and financial reporting processes generally and to review and decide upon proposed transactions with related parties. The Board has determined that both Mr. Austrian and Ms. Newcomb are qualified to serve as the Audit Committee's financial experts and each satisfies the standard for "audit committee financial expert" under the Sarbanes-Oxley Act of 2002. The charter of the Audit Committee may be accessed on the Company's website at www.directv.com/investor. A paper copy of the charter may be obtained by contacting the Corporate Secretary as provided on page 73.

        Membership: Ralph F. Boyd, Jr., Chair; Neil R. Austrian; Peter A. Lund; Nancy S. Newcomb

Audit Committee

        The Audit Committee currently has four members all of whom are independent directors. The Audit Committee met five times in 2007. The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the financial reports and other financial information provided by the Company to the stockholders and others, the Company's system of internal controls, the Company's compliance procedures for the employee code of ethics and standards of business conduct and the Company's audit, accounting and financial reporting processes generally, and to review and decide upon proposed transactions with related parties. The Board has determined that both Mr. Cornelius and Ms. Newcomb are qualified to serve as the Audit Committee's financial experts and each satisfies the standard for "audit committee financial expert" under the Sarbanes-Oxley Act of 2002. The current charter of the Audit Committee may be accessed on the Company's website at www.directv.com/investor. A paper copy of the charter may be obtained by contacting the Corporate Secretary as provided on page 68.

        Membership: James M. Cornelius, Chair; Ralph F. Boyd, Jr. Peter A. Lund; Nancy S. Newcomb

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Audit Committee

        The Audit Committee is a separately designated standing committee of the Board and currently has four members all of whom are independent directors as defined by the NYSE. Ms. Newcomb was appointed to the Audit Committee effective February 7, 2006. The Audit Committee met nine times in 2006. The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the financial reports and other financial information provided by the Company to the stockholders and others, the Company's system of internal controls, the Company's compliance procedures for the employee code of ethics and standards of business conduct, the Company's audit, accounting and financial reporting processes generally and to review and decide upon proposed transactions with related parties. The Board has determined that both Mr. Cornelius and Ms. Newcomb are qualified to serve as the Audit Committee's financial experts as required by the NYSE and each satisfies the standard for "audit committee financial expert" under the Sarbanes-Oxley Act of 2002. The charter of the Audit Committee, approved by the Board, may be accessed on the Company's website at www.directv.com. A paper copy of the charter may be obtained by contacting the Corporate Secretary as provided on page 70.

        Membership: James M. Cornelius, Chair; Ralph F. Boyd, Jr.; Peter A. Lund; Nancy S. Newcomb

Audit Committee

        The Audit Committee is a separately designated standing committee of the Board and currently has four members all of whom are independent directors as defined by the NYSE. Nancy S. Newcomb

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was appointed to the Audit Committee effective February 7, 2006, and did not participate in any of the Audit Committee meetings in 2005. The Audit Committee met seven times in 2005. The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to: (a) for the financial reports and other financial information provided by the Company to the stockholders and others, (b) the effectiveness of the Company's system of internal controls, (c) the Company's compliance with legal and regulatory requirements, (d) the outside auditor's qualifications and independence and (e) the performance of the Company's internal audit function and outside auditors. In addition, the Audit Committee is responsible for the procedures for the employee Code of Ethics and Standards of Business Conduct and to review and decide upon proposed transactions with related parties. James M. Cornelius serves as the Audit Committee's financial expert as required by the NYSE and satisfies the standard for "audit committee financial expert" under the Sarbanes-Oxley Act of 2002. Mr. Cornelius serves on the audit committees of three other companies. The Board has considered this matter and has determined that such simultaneous service does not impair his ability to perform his obligations as the Chairman of our Audit Committee. The charter of the Audit Committee, approved by the Board, may be accessed on the Company's website at www.directv.com. A paper copy of the charter may be obtained by contacting the Corporate Secretary as provided on page 38.

        Membership: James M. Cornelius, Chair; Ralph F. Boyd, Jr.; Peter A. Lund; Nancy S. Newcomb

Audit Committee

The Audit Committee currently has three members all of whom are independent directors. The Audit Committee met nine times in 2004. The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the financial reports and other financial information provided by the Company to the stockholders and others, the Company’s system of internal controls, the Company’s compliance procedures for the employee code of ethics and standards of business conduct, the Company’s audit, accounting and financial reporting processes generally and to review and decide upon proposed transactions with related parties. James M. Cornelius serves as the Audit Committee’s financial expert as required by the NYSE and satisfies the standard for “audit committee financial expert” under the Sarbanes-Oxley Act of 2002. The charter of the Audit Committee may be accessed on the Company’s website at www.directv.com.

Membership: James M. Cornelius, Chair; Ralph F. Boyd, Jr.; Peter A. Lund