The DirecTV Group (DTV)

Relationships between the Company and Certain Other Parties

        Hallmark Channel:    DIRECTV U.S. is party to an agreement with Crown Media, dated as of August 20, 2001, whereby DIRECTV U.S. obtained stock in Crown Media and the right to have one observer attend meetings of the Crown Media Board of Directors. The stock was given as partial consideration for carriage by DIRECTV U.S. of Crown Media's Hallmark Channel. Mr. Malone, as noted above, has certain relationships with Crown Media and Mr. Lund, a Director of the Company since 2000, is also a Director and member of the audit committee of Crown Media.

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AUDIT COMMITTEE REPORT

        The Audit Committee of The DIRECTV Group, Inc. Board of Directors, or the Audit Committee, is currently composed of four independent directors and operates under a written charter adopted by the Board of Directors. The current members of the Committee are Ralph F. Boyd, Jr. (Chair), Neil R. Austrian, Peter A. Lund and Nancy S. Newcomb. James M. Cornelius was a member and Chair of the Audit Committee until his resignation effective February 18, 2009. On February 19, 2009, the Board appointed Mr. Austrian to the Audit Committee and appointed Mr. Boyd as Chair. Each other member was a member of the Audit Committee for all of 2008.

        Among its other duties, the Committee recommends to the Board of Directors the selection of the Company's independent auditors.

        Management is responsible for internal controls over financial reporting, disclosure controls and procedures and the financial reporting process. The Company's independent registered public accounting firm is responsible for performing an independent audit of the Company's consolidated financial statements and internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) and to issue reports thereon. The Audit Committee's responsibility is to monitor and oversee these processes.

        In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61, "Communication with Audit Committees," as amended or supplemented.

        The Company's independent registered public accounting firm also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm that firm's independence.

        Based upon the Audit Committee's discussions with management and the independent registered public accounting firm and the Audit Committee's review of the representation of management and the reports of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission.

RALPH F. BOYD, JR. (CHAIR)
NEIL R. AUSTRIAN
PETER A. LUND
NANCY S. NEWCOMB

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FEES PAID TO OUTSIDE INDEPENDENT REGISTERED ACCOUNTING FIRM

        For the years ended December 31, 2008 and 2007, professional services were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte & Touche"), which includes Deloitte Consulting.

        Audit and audit-related fees aggregated $4,919,000 and $4,657,000 for the years ended December 31, 2008 and 2007, respectively and were composed of the following:

Relationships between the Company and Certain Other Parties

        Hallmark Channel:    DIRECTV U.S. is party to an agreement with Crown Media, dated as of August 20, 2001, whereby DIRECTV U.S. obtained stock in Crown Media and the right to have one observer attend meetings of the Crown Media Board of Directors. The stock was given as partial consideration for carriage by DIRECTV U.S. of Crown Media's Hallmark channel. Mr. Malone, as noted above has certain relationships with Crown Media and Mr. Lund, a Director of the Company since 2000, is also a Director and member of the audit committee of Crown Media.

        Univision Communications, Inc:    Univision Communications, Inc., or Univision, provides programming to DIRECTV U.S. Mr. Saban, a Director of the Company since 2004, is Chairman of the Board of Univision and, through entities controlled by him, owns approximately 8% ownership interest in Univision.

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AUDIT COMMITTEE REPORT

        The Audit Committee of The DIRECTV Group, Inc. Board of Directors, or the Audit Committee, is currently composed of four independent directors and operates under a written charter adopted by the Board of Directors. The members of such Committee are James M. Cornelius (Chair), Ralph F. Boyd, Jr., Peter A. Lund and Nancy S. Newcomb. Each was a member of the Audit Committee for all of 2007.

        Among its other duties, the Audit Committee recommends to the Board of Directors the selection of the Company's independent auditors.

        Management is responsible for internal controls over financial reporting, disclosure controls and procedures and the financial reporting process. The Company's independent registered public accounting firm is responsible for performing an independent audit of the Company's consolidated financial statements and internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) and to issue reports thereon. The Audit Committee's responsibility is to monitor and oversee these processes.

        In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61, "Communication with Audit Committees," as amended or supplemented.

        The Company's independent registered public accounting firm also provided to the Audit Committee the written disclosures required by Independence Standards Board Standard No.1, "Independence Discussions with Audit Committees" as modified or supplemented and the Audit Committee discussed with the independent registered public accounting firm that firm's independence.

        Based upon the Audit Committee's discussions with management and the independent registered public accounting firm and the Audit Committee's review of the representation of management and the reports of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission.

JAMES M. CORNELIUS, CHAIR
RALPH F. BOYD, JR
PETER A. LUND
NANCY S. NEWCOMB

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FEES PAID TO OUTSIDE INDEPENDENT REGISTERED ACCOUNTING FIRM

        For the years ended December 31, 2007 and 2006, professional services were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte & Touche"), which includes Deloitte Consulting.

        Audit and audit-related fees aggregated $4,657,000 and $4,451,000 for the years ended December 31, 2007 and 2006, respectively, and were composed of the following:

Relationships between the Company and Certain Other Parties

        Hallmark Channel.    DIRECTV U.S. is party to an agreement with Crown Media United States, LLC, or Crown Media, dated as of August 20, 2001, whereby DIRECTV U.S. obtained stock in Crown Media and the right to have one observer attend meetings of the Crown Media Board of Directors. The stock was given as partial consideration for carriage by DIRECTV U.S. of Crown Media's Hallmark channel. Mr. Lund, a director of the Company since 2000, is also a director and member of the audit committee of Crown Media.

Relationships between the Company and Certain Other Parties

        Hallmark Channel:    DIRECTV U.S. is party to an agreement with Crown Media United States, LLC ("Crown Media") dated as of August 20, 2001, whereby DIRECTV U.S. obtained stock in Crown Media and the right to have one observer attend meetings of the Crown Media Board of Directors. The stock was given as partial consideration for carriage by DIRECTV U.S. of Crown Media's Hallmark channel. Mr. Lund, a Director of the Company since 2000, is also a Director and member of the audit committee of Crown Media.

        Registration Rights Agreement:    In June 2000 and March 2003, GM contributed shares of GM Class H common stock to certain of its employee benefit plans ("Benefit Plans"). GM also entered into a registration rights agreement with the Benefit Plans that provided the plans with registration rights with respect to those shares. As part of the News Transactions, those shares were exchanged for shares of Common Stock and the Company succeeded to most of the rights and obligations of GM under the registration rights agreement. In January 2005, the trustee of the Benefit Plans exercised demand registration rights under the registration rights agreement and subsequently sold 57,077,800 shares of Common Stock. On March 3, 2006, the Company purchased a total of 100 million shares of its Common Stock, at $15.50 per share in cash, from the Benefit Plans. As of March 10, 2006, the Benefit Plans held approximately 115.2 million shares of Common Stock.

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        The registration rights agreement provides, among other things, that the Benefit Plans together have the right to engage in limited registered or unregistered underwritten public offerings or negotiated transfers of their shares of Common Stock for the duration of the agreement. This right is subject to the right of the Company to postpone the filing or effectiveness of any registration or the making of negotiated transfers at any time that the Company determines that such action would interfere with any proposal or plan by the Company to engage in any material transaction or would require the Company to make a public disclosure of material information which was previously non-public. The registration rights agreement also provides that the Benefit Plans are prohibited from making a negotiated transfer of Common Stock to certain persons who are or who as a result of the transfer would become holders of more than 5% of the Common Stock or in blocks of more than 2% of the then outstanding Common Stock.

AUDIT COMMITTEE REPORT

        The Audit Committee of The DIRECTV Group, Inc. Board of Directors, or the Committee, is currently composed of four independent directors and operates under a written charter adopted by the Board of Directors. The members of the Committee are James M. Cornelius (Chair), Peter A. Lund, Ralph F. Boyd, Jr., and Nancy S. Newcomb. Ms. Newcomb joined the Audit Committee in February 2006 and did not participate in any of the meetings of the Audit Committee prior to that date. Consequently, Ms. Newcomb is not a signatory to this report. The other three members were members of the Committee for all of 2005.

        Among its other duties, the Committee recommends to the Board of Directors the selection of the Company's independent auditors.

        Management is responsible for internal controls over financial reporting, disclosure controls and procedures and the financial reporting process. The Company's independent registered public accounting firm is responsible for performing an independent audit of the Company's consolidated financial statements and internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) and to issue reports thereon. The Committee's responsibility is to monitor and oversee these processes.

        In this context, the Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Committee that the Company's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No.61, "Communication with Audit Committees," as amended or supplemented.

        The Company's independent registered public accounting firm also provided to the Committee the written disclosures required by Independence Standards Board Standard No.1, "Independence Discussions with Audit Committees" as modified or supplemented and the Committee discussed with the independent registered public accounting firm that firm's independence.

        Based upon the Committee's discussions with management and the independent registered public accounting firm and the Committee's review of the representation of management and the reports of the independent registered public accounting firm to the Committee, the Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission.

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FEES PAID TO OUTSIDE INDEPENDENT REGISTERED ACCOUNTING FIRM

        For the years ended December 31, 2005 and 2004, professional services were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte & Touche") which includes Deloitte Consulting.

        Audit and audit-related fees aggregated $6,302,000 and $6,755,000 for the years ended December 31, 2005 and 2004, respectively and were composed of the following:

Relationships Between the Company and Certain Other Parties

Set Top Box Manufacturing: Thomson Inc. is the manufacturer of a significant number of set top boxes for DIRECTV. Mr. Hartenstein serves as a member of the Board of Directors of Thomson Inc.

Hallmark Channel: DIRECTV U.S. is party to an agreement with Crown Media United States, LLC (“Crown Media”) dated as of August 20, 2001, whereby DIRECTV U.S. obtained stock in Crown Media and the right to have one observer attend meetings of the Crown Media Board of Directors. The stock was given as partial consideration for carriage by DIRECTV U.S. of Crown Media’s Hallmark channel. Mr. Lund, a Director of the Company since 2000, is also a Director and member of the audit committee of Crown Media.

Registration Rights Agreement: In June 2000 and March 2003, GM contributed shares of GM Class H common stock to certain of its employee benefit plans (“GM Benefit Plans”). GM also entered into a registration rights agreement with the GM Benefit Plans that provided the plans with registration rights with respect to those shares. As part of the News Transactions, those shares were exchanged for shares of Common Stock and the Company succeeded to most of the rights and obligations of GM under the registration rights agreement. In January 2005, the trustee of the GM Benefit Plans exercised demand registration rights under the registration rights agreement and subsequently sold 57,077,800 shares of Common Stock. As of March 31, 2005, the GM Benefit Plans held approximately 215.2 million shares of Common Stock.

The registration rights agreement provides, among other things, that the GM Benefit Plans together have the right to engage in limited registered or unregistered underwritten public offerings or negotiated transfers of their shares of Common Stock for the duration of the agreement. This right is subject to the right of the Company to postpone the filing or effectiveness of any registration or the making of negotiated transfers at any time that the Company determines that such action would interfere with any proposal or plan by the Company to engage in any material transaction or would require the Company to make a public disclosure of material information which was previously non-public. The registration rights agreement also provides that the GM Benefit Plans are prohibited from making a negotiated transfer of Common Stock to certain persons who are or who as a result of the transfer would become holders of more than 5% of the Common Stock or in blocks of more than 2% of the then outstanding Common Stock.

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