Credit Suisse First Boston Fairness Opinion Dated April 9, 2003

CREDIT SUISSE FIRST BOSTON LLC

April 9, 2003

Board of Directors

Board of Directors

Members of the Boards:

      You have asked us to provide you with our opinion with respect to the fairness, from a financial point of view, to the holders of Common Stock, par value $0.01 per share (Hughes Common Stock), of Hughes Electronics Corporation (Hughes) immediately prior to the Merger (as defined below), of the Merger Consideration (as defined below) to be received by such holders in the Merger.

      The Merger Agreement (as defined below) provides, among other things, for the merger (the Merger) of GMH Merger Sub, Inc. (Merger Sub), an indirect wholly owned subsidiary of The News Corporation Limited (Purchaser), with and into Hughes, with Hughes as the surviving corporation (the Surviving Corporation). Pursuant to the Merger: (x) the issued and outstanding shares of Class B common stock, par value $0.01 per share (Hughes Class B Common Stock) of Hughes, will remain outstanding as shares of Class B common stock, par value $0.01 per share, of the Surviving Corporation (Surviving Corporation Class B Common Stock); (y) the issued and outstanding shares of capital stock of Merger Sub will be converted into a number of shares of common stock, par value $0.01 per share, of the Surviving Corporation (Surviving Corporation Common Stock); and (z) each issued and outstanding share of Hughes Common Stock (other than shares of Hughes Common Stock held by Purchaser or any subsidiary of Purchaser) will be converted into (1) a number of shares of Surviving Corporation Common Stock (the Public Interest), and (2) a number of American Depositary Shares (the Purchaser Share Consideration), each representing the right to receive four Preferred Limited Voting Ordinary Shares of Purchaser (Purchaser ADSs), equal to the product of (i) $14 divided by the Adjusted Purchaser Stock Price (as defined in the Merger Agreement) and (ii) the Purchaser Fraction (as defined in the Merger Agreement); provided, however, that if the 20-Day Average Purchaser Stock Price (as defined in the Merger Agreement) is $17.92 or below, the Purchaser Share Consideration shall be the product of 0.78125 and the Purchaser Fraction and if the 20-Day Average Purchaser Stock Price is $26.88 or above, the Purchaser Share Consideration shall be the product of 0.52083 and the Purchaser Fraction, and, provided further, that Purchaser may elect to pay an amount in cash determined in accordance with the terms of the Merger Agreement in lieu of all or part of the Purchaser Share Consideration (the Cash Consideration and, collectively with the Public Interest and the Purchaser Share Consideration, as applicable, the Merger Consideration). We understand that upon the terms and subject to the conditions set forth in the Stock Purchase Agreement (as defined below), in the event the 20-Day Average Purchaser Stock Price is less than $14.08, General Motors Corporation (GM) shall have the right to cause the Merger Agreement to be terminated unless Purchaser elects to increase the Purchaser Share
 

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