The DirecTV Group (DTV)

Board of Directors' Response

        The Board of Directors believes that a classified board provides important benefits to both the Company and its shareholders. Specifically, the Board of Directors believes that:

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A classified board assures that the interests of non-controlling shareholders are protected where there is a large single shareholder. The current structure of the Board was first implemented as part of the split-off of the Company from General Motors Corporation pursuant to negotiations with News Corporation as part of its acquisition of a controlling 34% interest in the Company. This protection is even more important in light of the current ownership interest held by Liberty Media Corporation and its subsidiaries. See "Security Ownership of Certain Beneficial Owners" on page 19 of this proxy statement.



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A classified board provides continuity and stability during a time of unprecedented changes in our economy, our industry and our Company that will continue for years and helps to prevent abrupt changes in corporate policies based on undue emphasis on short-term objectives. A classified board allows the Company to improve its focus on long-term strategic planning. This

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long-term focus can lead to a better competitive position for the Company and maximize shareholder value.

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Electing directors to three-year terms enhances the independence of non-management directors by providing them with a longer assured term of office, thereby insulating them against pressure from management or from special interest groups who might have an agenda contrary to the long-term interests of all shareholders. The Board of Directors believes that the ability to replace the entire board at one meeting undercuts director independence and leaves the Company vulnerable to special interest groups. Director independence is a critical component in assuring good corporate governance practices and compliance with legal and regulatory requirements. Six of the eleven Board positions (one of which is currently vacant) are currently filled by independent directors and the Company's Audit, Compensation and Nominating and Corporate Governance Committees are comprised solely of independent directors.



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A three-year term for directors assists the Company in attracting the highest quality director candidates who are willing to make a longer-term commitment to the Company.



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A classified board can also assure that the interests of all shareholders are vigorously considered in any redefining transaction that the Company may pursue. In this volatile economic climate and given the rapid pace of technological change, it is reasonably likely that the Company may wish to pursue such a transaction. The classified structure gives the Board the time and leverage necessary to evaluate the adequacy and fairness of any such proposal, negotiate on behalf of all shareholders and weigh alternative methods of maximizing shareholder value for all shareholders.

        The Board of Directors believes that the benefits of the current classified board structure do not come at the cost of directors' accountability to shareholders. Directors elected to three-year terms are just as accountable to shareholders as directors elected annually, because all directors are required to uphold their fiduciary duties to the Company and its shareholders, regardless of the length of their term of office. Furthermore, we believe that the annual election of one-third of the directors provides shareholders with an effective means to effect change and communicate their views on the performance of the Company and its directors. Approval of the proposal would not in itself declassify the Board of Directors. Approval of the proposal would only serve as a request that the Board of Directors take the necessary steps to end the classified system of electing directors. Declassification of the Board (other than in accordance with the provisions of the Company's Certificate of Incorporation) would require an amendment to each of the Company's Certificate of Incorporation and Bylaws, which would require the affirmative vote of a majority of the outstanding shares of the Company's Common Stock.

        The board of directors unanimously recommends a vote "AGAINST" Proposal 4.