The DirecTV Group (DTV)

As revised by the Board on February 6, 2007

This Procedure for Handling Ethics Complaints (“Policy”) describes the program approved by the Audit Committee of the Board of Directors of The DIRECTV Group, Inc. (the “Company”) and clarifies critical duties and responsibilities.  It is intended as a tool to prevent or detect any potentially improper or ill-advised behavior, protect the Company’s reputation and maintain public trust in our business.  This Policy shall be disseminated internally and externally as required by law.

In general, this Policy and the implementing procedures ensure that:

·                  There is a process for the receipt, retention and treatment of complaints received by the Company from an employee or anyone else concerning questionable accounting, internal accounting controls or auditing matters, including discipline and corrective action, if appropriate.

·                  The process provides confidentiality and anonymity to complainants.

·                  The Audit Committee oversees its operation to ensure integrity and independence.

·                  Employees understand and must adhere to the Company’s Code of Ethics and Business Conduct, and are encouraged to raise ethical issues or concerns.

·                  Appropriate Company management are designated to oversee the ethics program and this Policy, and to assist the Audit Committee as necessary.

If you are concerned about any business issue, ask questions.  Talk with your supervisor, seek guidance from your ethics advisor, or call the Ethics Helpline.  The Company’s 24 hour Ethics Helpline network assures employees or anyone else who calls complete confidentiality.  You may use it to seek advice or to report a concern.  You may remain anonymous if you choose.  Employees whose concerns are based on a reasonable belief or who participate in an ethics investigation will be protected from harassment or retaliation.  The Ethics Helpline phone number is (800) 385-9470, or in the case of DIRECTV Latin America, its Ethics Helpline number is (800) 233-5030.