The DirecTV Group (DTV)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        As part of the split-off of the Company from General Motors Corporation, or GM, and the sale of 34% of the Company to News Corporation, or the News Transactions, the Certificate of Incorporation and By-Laws of the Company were amended to provide that the Audit Committee shall have the sole authority to review, consider and pass upon any transaction by the Company and its subsidiaries that the Audit Committee determines is a related party transaction. No such transaction shall be effected without the approval of or authorization of a majority of the Committee, provided that the Committee may ratify any such transaction. The process for this review is also discussed in the Audit Committee Charter which may be accessed on the Company's website at www.directv.com.

        The Audit Committee has adopted a specific policy and procedures for related party transactions and the Company's General Counsel is responsible for implementing that policy. To ensure compliance with the policy, the Audit Committee may request that internal audits be conducted. The policy specifically identifies News Corporation and its affiliates as well as Mr. Murdoch, his immediate family and certain of his interests as related parties for purposes of the Audit Committees review. Consequently, following the completion of the News Transactions, certain matters involving News Corporation or its subsidiaries have been considered by the Audit Committee. As a result of that review, the Audit Committee approved or ratified several transactions which are summarized below.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As part of the News Transactions, the Certificate of Incorporation and By-Laws of the Company were amended to provide that the Audit Committee shall have the sole authority to review, consider and pass upon any transaction by the Company and its subsidiaries with an entity that the Audit Committee determines could be considered an interested party. The process for this review is also discussed in the Audit Committee Charter which may be accessed on the Company’s website at www.directv.com. The Audit Committee has adopted policies and procedures for related party transactions. Following the close of the News Transactions, certain matters involving News Corporation or its subsidiaries have been considered by the Audit Committee. As a result of that review, the Audit Committee approved or ratified several transactions which are described below.