Stipulation

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

(1) the parties consent that the Court may file and enter a Final Judgment in the form attached to this Stipulation, on the Court's own motion or on the motion of any party at any time, and without further notice to any party or other proceedings, if Plaintiff has not withdrawn its consent, which it may do at any time before the entry of judgment by serving notice of its withdrawal on Defendant John C. Malone and filing that notice with the Court;

(2) Defendant John C. Malone waives any objection to venue or jurisdiction for purposes of this Final Judgment and authorizes Tommy D. Smith of Jones Day to accept service of all process in this matter on his behalf;

(3) in the event Plaintiff withdraws its consent or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatever and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding; and

(4) the entry of the Final Judgment in accordance with this Stipulation settles, discharges, and releases any and all claims of Plaintiff, the United States, for civil penalties pursuant to Section 7A(g)(1) of the Clayton Act, 15 U.S.C. § 18a(g)(1), against Defendant for failure to comply with Section 7A of the Clayton Act, 15 U.S.C. § 18a, in connection with Defendant's acquisitions of voting securities of Discovery Holding Corporation from 2005 through 2008.

FOR THE DEFENDANT:

John C. Malone

By: _____________/s/______________
Tommy D. Smith
Jones Day
51 Louisiana Avenue, N.W.
Washington, DC 20001-2113
Counsel for Defendant John C. Malone

Dated: June 23, 2009

FOR THE PLAINTIFF: