The DirecTV Group (DTV)

Standstill

        As provided in the letter agreement between the Company and Liberty dated December 21, 2006, or the Letter Agreement, effective on the consummation of the Liberty Transaction, Liberty acknowledged that Liberty and certain other "Persons" (as defined in the Certificate of Incorporation) are each a "Purchaser Successor" and accordingly shall be subject to the provisions of Sections 5 and 6 of Article V of the Certificate of Incorporation as well as other applicable provisions of such Certificate of Incorporation, the Amended and Restated By-Laws, which we refer to in this proxy statement as the By-Laws, and the Related Party Policies and Procedures adopted by the Board or the Audit Committee from time to time.

        Consequently, Liberty and the subsidiary of Liberty which holds the Company's Common Stock and any other applicable "Person" (as defined in the Certificate of Incorporation), which we refer to collectively as the Liberty Group, are prohibited from entering into any transaction or series of transactions which would result in the Liberty Group collectively owning beneficially 50% or more of the Company's outstanding voting securities. However, this standstill provision does not apply if:

•

any member of the Liberty Group commences a tender or exchange offer for all the Company's outstanding voting securities (at a price at least equal to the market price thereof immediately prior to the earlier of the public announcement or commencement thereof) or enters into an agreement to acquire all of such voting securities pursuant to a merger or other business combination transaction with the Company;



•

the Liberty Group acquires shares in a transaction that is approved by an affirmative vote of a majority of the Company's independent directors; or



•

a person that is not affiliated with any member of the Liberty Group acquires, or has announced its intention to acquire, 25% or more of the Company's outstanding voting securities or has announced its intention to effect a merger or other business combination transaction with the Company as a result of which such party would become the beneficial owner of 25% or more of the outstanding voting securities of the company surviving the merger or business combination, which merger or other business combination has been approved by the Company's Board of Directors.

        Further, the standstill provision described above will cease to apply if:

•

a majority of the Company's independent directors so determines;



•

the Liberty Group acquires 50% or more of the Company's outstanding voting securities in a tender or exchange offer, merger, business combination transaction or other transaction under the circumstances described in the first two bullets above; or



•

the Liberty Group acquires 80% or more of the Company's outstanding voting securities.

        Through its purchase of an additional 78.3 million shares of Common Stock on April 3, 2008, Liberty Media increased its ownership in the Company to approximately 47.7% and this ownership interest was increased subsequently to approximately 47.9% due to repurchases by the Company of Common Stock as authorized by the Board. On May 6, 2008, Liberty Media Corporation and two of its wholly-owned subsidiaries, which we refer to collectively as Liberty Media, entered into an agreement, which we refer to as the Liberty Agreement, with the Company which imposes certain voting and other limitations on Liberty Media in connection with the Company's increase in its share repurchase program to $3 billion announced on May 7, 2008.

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        Under the Liberty Agreement, Liberty Media has agreed to the following (among other things):

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Liberty Media shall continue to be subject to the provisions of Sections 5 and 6 of Article V of the Certificate of Incorporation as well as other applicable provisions of the Certificate of Incorporation, the By-Laws and the Related Party Policy and Procedures in effect from time to time, without regard to the increase in Liberty Media's beneficial ownership in the Company's Common Stock as a result of the share repurchase program.



•

Liberty Media's voting rights shall be limited to its voting interest at the time of the Liberty Agreement which is 47.888%, and shares owned by it in excess of such maximum percentage will be voted in the same manner as the shares owned by the Company's stockholders other than Liberty Media.



•

Liberty Media may not purchase additional shares of the Company's Common Stock to increase its percentage ownership in excess of the maximum percentage referred to above, except in the following circumstances:



–

any member of the Purchaser Group (which, for these purposes, includes Liberty Media and its Subsidiaries, agents and other persons acting in concert with Liberty Media with respect to the Company's common stock) commences a tender or exchange offer for all the Company's outstanding voting securities (at a price at least equal to the market price thereof immediately prior to the earlier of the public announcement or commencement thereof) or enters into an agreement to acquire all of such voting securities pursuant to a merger or other business combination transaction with the Company;



–

the Purchaser Group acquires shares in a transaction that is approved by an affirmative vote of a majority of the Company's independent directors; or



–

a person that is not affiliated with any member of the Purchaser Group acquires, or has announced its intention to acquire, 25% or more of the Company's outstanding voting securities or has announced its intention to effect a merger or other business combination transaction with the Company as a result of which such party would become the beneficial owner of 25% or more of the outstanding voting securities of the company surviving the merger or business combination, which merger or other business combination has been approved by the Company's Board of Directors.

        The Liberty Agreement will terminate if:

–

a majority of the Company's independent directors so determines;



–

the Purchaser Group acquires 50% or more of the Company's outstanding voting securities in a tender or exchange offer, merger, business combination transaction or other transaction under the circumstances described in the first two bullets above; or



–

the Purchaser Group acquires 80% or more of the Company's outstanding voting securities.

        In determining the above percentages, any shares acquired by the Company in the repurchase program will be considered to remain outstanding.

CODE OF ETHICS

        The Company has adopted a Code of Ethics and Business Conduct which complies with the requirements of the NASDAQ and a Code of Ethics applicable to the Chief Executive Officer and Senior Financial Officers which complies with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. Required information regarding any amendment or waiver to the Code of Ethics that would otherwise require the Company to file a Current Report on Form 8-K pursuant to Item 5.05 shall instead be disclosed on the Company's website within four business days following the date of the

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amendment or waiver. You may access the Company's Code of Ethics on the Company's website at www.directv.com/investor. You can obtain a paper copy of the Code of Ethics by contacting the Corporate Secretary as provided on page 73.

DIRECTORS

Standstill

        As provided in the letter agreement between the Company and Liberty dated December 21, 2006, or the Letter Agreement, effective on the consummation of the Liberty Transaction, Liberty acknowledged that Liberty and certain other "Persons" (as defined in the Certificate of Incorporation) are each a "Purchaser Successor" and shall accordingly be subject to the provisions of Sections 5 and 6 of Article V of the Certificate of Incorporation as well as other applicable provisions of such Certificate of Incorporation, the Amended and Restated By-Laws, which we refer to in this proxy statement as the By-Laws, and the Related Party Policies and Procedures adopted by the Board or the Audit Committee from time to time.

        Consequently, Liberty, the subsidiary of Liberty which holds the Company's Common Stock and any other applicable "Person" (as defined in the Certificate of Incorporation), which we refer to collectively as the Liberty Group, are prohibited from entering into any transaction or series of transactions which would result in the Liberty Group collectively owning beneficially 50% or more of the Company's outstanding voting securities. However, this standstill provision does not apply if:

•

any member of the Liberty Group commences a tender or exchange offer for all the Company's outstanding voting securities (at a price at least equal to the market price thereof immediately prior to the earlier of the public announcement or commencement thereof) or enters into an agreement to acquire all of such voting securities pursuant to a merger or other business combination transaction with the Company;



•

the Liberty Group acquires shares in a transaction that is approved by an affirmative vote of a majority of the Company's independent directors; or



•

a person that is not affiliated with any member of the Liberty Group acquires, or has announced its intention to acquire, 25% or more of the Company's outstanding voting securities or has announced its intention to effect a merger or other business combination transaction with the

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Company as a result of which such party would become the beneficial owner of 25% or more of the outstanding voting securities of the company surviving the merger or business combination, which merger or other business combination has been approved by the Company's Board of Directors.

        Further, the standstill provision described above will cease to apply if:

•

a majority of the Company's independent directors so determines;



•

the Liberty Group acquires 50% or more of the Company's outstanding voting securities in a tender or exchange offer, merger, business combination transaction or other transaction under the circumstances described in the first two bullets above; or



•

the Liberty Group acquires 80% or more of the Company's outstanding voting securities.

CODE OF ETHICS

        The Company has adopted a Code of Ethics and Business Conduct which complies with the requirements of the NASDAQ and a Code of Ethics applicable to the Chief Executive Officer and Senior Financial Officers which complies with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. Required information regarding any amendment or waiver to the Code of Ethics that would otherwise require the Company to file a Current Report on Form 8-K pursuant to Item 5.05 shall instead be disclosed on the Company's website within four business days following the date of the amendment or waiver. You may access the Company's Code of Ethics on the Company's website at www.directv.com/investor. You can obtain a paper copy of the Code of Ethics by contacting the Corporate Secretary as provided on page 68.

DIRECTORS

Standstill

        In the Letter Agreement, at the Company's request, Liberty acknowledged that, upon consummation of the transaction contemplated by the Share Exchange Agreement, Liberty and certain other "Persons" (as defined in the Company's Restated Certificate of Incorporation) shall become a "Purchaser Successor" under the Company's Restated Certificate of Incorporation and shall accordingly be subject to the provisions of Sections 5 and 6 of Article V of the Restated Certificate of Incorporation as well as other applicable provisions of such Restated Certificate of Incorporation, the Company's By-Laws and the Related Party Policies and Procedures adopted by the Board or the Audit Committee from time to time.

        Consequently, upon completion of the transaction under the Share Exchange Agreement, a subsidiary of Liberty will hold 470,420,752 shares (approximately 38.4%) of the Company's Common Stock and, under the Company's Restated Certificate of Incorporation, Liberty, such subsidiary and any other applicable "Person" (as defined in the Company's Restated Certificate of Incorporation), which we refer to collectively as the Liberty Group, will be prohibited from entering into any transaction or series of transactions which would result in the Liberty Group collectively owning beneficially 50% or

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more of the Company's outstanding voting securities. However, this standstill provision does not apply if:

•

any member of the Liberty Group commences a tender or exchange offer for all the Company's outstanding voting securities or enters into an agreement to acquire all of such voting securities pursuant to a merger or other business combination transaction with the Company;



•

the Liberty Group acquires shares in a transaction that is approved by an affirmative vote of a majority of the Company's independent directors; or



•

a person that is not affiliated with any member of the Liberty Group acquires, or has announced its intention to acquire, 25% or more of the Company's outstanding voting securities or has announced its intention to effect a merger or other business combination transaction with the Company as a result of which such party would become the beneficial owner of 25% or more of the outstanding voting securities of the company surviving the merger or business combination, which merger or other business combination has been approved by the Company's Board of Directors.

        Further, the standstill provision described above will cease to apply if:

•

a majority of the Company's independent directors so determines;



•

the Liberty Group acquires 50% or more of the Company's outstanding voting securities in a tender or exchange offer, merger, business combination transaction or other transaction under the circumstances described in the first two bullets above; or



•

the Liberty Group acquires 80% or more of the Company's outstanding voting securities.