The DirecTV Group (DTV)

Quorum and Majorities

        A majority of all of the shares of Common Stock entitled to vote at the meeting, present in person or represented by proxy, constitutes a quorum at the Annual Meeting. Provided there is a quorum present, the four designated candidates will be elected to the Board of Directors if any votes are cast for their election. Each of (i) the proposal for the ratification of the appointment of our outside auditors, (ii) the shareholder proposal regarding heath care reform principles and (iii) the shareholder proposal regarding declassified board of directors, will be approved if the respective proposal receives a

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majority of the votes cast by holders present, either in person or by proxy, at the meeting provided there is a quorum present.

Quorum and Majorities

        A majority of all of the shares of Common Stock entitled to vote at the meeting, present in person or represented by proxy, constitutes a quorum at the Annual Meeting. Provided there is a quorum present, the five designated candidates will be elected to the Board of Directors if any votes are cast for their election, and the ratification of the appointment of our outside auditors will be approved if the proposal receives a majority of the votes cast by holders present, either in person or by proxy, at the meeting.

Quorum and Majorities

        A majority of all of the shares of Common Stock entitled to vote at the meeting, present in person or represented by proxy, constitutes a quorum at the Annual Meeting. As to Proposal 1 concerning the election of directors, the three designated candidates will be elected to the three available memberships on the Board of Directors, provided there is a quorum present. Each of Proposal 2 regarding ratification of our outside auditors, Proposal 3 requesting approval of amendment and restatement of

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The DIRECTV Group, Inc. 2004 Stock Plan and Proposal 4 requesting approval of amendment and restatement of The DIRECTV Group, Inc. Executive Officer Cash Bonus Plan will be approved if the proposal receives a majority of the votes cast by holders present, either in person or by proxy, at the meeting, provided there is a quorum present.

QUORUM AND MAJORITIES

A majority of all of the shares of Common Stock entitled to vote at the meeting, present in person or represented by proxy, constitutes a quorum at the Annual Meeting. As to Proposal 1 concerning the election of directors, the three designated candidates will be elected to the three available memberships on the Board of Directors, unless there are other properly nominated candidates that receive more votes. Proposal 2 regarding ratification of our outside auditors will be approved if it receives a majority of the votes cast by holders present, either in person or by proxy, at the meeting.