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Dear XM Radio Subscriber:

We want to share with you some exciting news: Yesterday, in Washington
DC, we announced XM Radio will be merging with Sirius Satellite Radio
to form the premier digital audio service.

The merger will create a satellite radio company that will provide
consumers across the country with more and better premium radio
programming. The combined company will be able to compete better in what has
become a very complex and dynamic entertainment market.

Where today our exclusive contracts mean you had to choose between
baseball and football or Oprah and Martha Stewart, the new company will
seek to ensure that in the future, you will be able to access both
companies' programming. And, once we are fully integrated, those of you who
have factory-installed satellite radio will no longer be limited to the
programming provided by the exclusive satellite radio service chosen by
their car manufacturer.

This merger should be completed in late 2007 or early in 2008.
Throughout the year, we will provide updates on how the merger is progressing
and information will be available at our website, www.xmradio.com.

Between today and the merger date, as well as during the period
immediately after the merger date, all of your services will remain the same.
The channel lineup, the customer service number, the great music
technology, and the XM Radio web site will all remain unchanged and there
will be no disruption to service. But, if you have questions, information
will be available and maintained on our website, and you can contact
our Listener Care team at 800-XMRADIO, with questions and concerns.

XM Radio continues to be committed to providing you the highest quality
audio entertainment and customer service available today. After the
merger, our new company will be able to offer you the most exciting
listening experience in radio.