XM Chief Executive CEO Hugh Panero to Step Aside

Nate Davis, Current XM President & COO, Named Interim CEO

    WASHINGTON, July 24 /PRNewswire-FirstCall/ -- XM Satellite Radio
 ( XMSR) today announced that XM Satellite Radio Chief Executive
 Officer, Hugh Panero will be leaving the company in August. Mr. Panero, one
 of XM's founders, helped turn satellite radio into one of the fastest
 growing new technologies ever and XM into the largest satellite radio
 company serving more than 8 million customers.
     (Logo: http://www.newscom.com/cgi-bin/prnh/20070313/XMLOGO )
     According to XM Chairman, Gary Parsons, "Hugh took satellite radio from
 a concept and turned it into the popular, mass market, consumer
 entertainment product it is today. I thank Hugh personally for his
 friendship, and professionally, for nearly a decade of industry
 leadership."
     Eddy Hartenstein, XM Board member and former, Chairman & CEO of DirecTV
 said, "Hugh brought to XM the rare combination of vision, operating
 experience and programming expertise. People used to say that no one would
 pay for radio, as they once said about television, but Hugh proved them
 wrong and created a new industry along the way. Speaking for the Board of
 Directors, we wish Hugh well in his next big endeavor and thank him for his
 many contributions to XM and satellite radio."
     Nate Davis, currently XM President & Chief Operating Officer will serve
 as President and interim CEO. Hugh Panero recruited Nate Davis to serve as
 President & Chief Operating Officer in July 2006. Mr. Davis has served as a
 member of the Board of Directors since October 1999.
     In February, XM Satellite Radio and Sirius Satellite Radio announced
 that the companies had entered into an agreement to combine the companies
 in a tax- free, all stock, merger of equals. Under the agreement, Mel
 Karmazin, currently CEO of Sirius, will serve as CEO of the combined
 company and Gary Parsons, currently Chairman of XM will become Chairman of
 the combined company. The merger is currently pending shareholder and
 regulatory approval.
     The company is scheduled to have its quarterly conference call on
 Thursday, July 26th at 10:00 AM ET to discuss its second quarter financial
 results among other issues including the management transition.
     About Nate Davis: Mr. Davis has served as a member of our Board of
 Directors since October 1999 and as President and Chief Operating Officer
 since July 2006. He was formerly managing director of Rannd Advisors,
 Oakton, Virginia. Until May 2003, Mr. Davis was President and Chief
 Operating Officer and a member of the board of directors of XO
 Communications Inc., formerly Nextlink Communications Inc. From October
 1998 to December 1999, he was Executive Vice President of Nextel
 Communications where he had responsibility for the technical and
 engineering operations of Nextel's nationwide switching and wireless
 communications network, billing and information technology systems. From
 August 1986 through September 1998, Mr. Davis served in a variety of senior
 engineering and finance roles at MCI, most recently as Senior Vice
 President and Chief Financial Officer of MCI Telecommunications. Mr. Davis
 serves on the board of directors of Mutual of America Capital Management
 Corporation and Charter Communications.
     About XM ( XMSR) is America's number one satellite radio company
 with more than 8 million subscribers. Broadcasting live daily from studios
 in Washington, DC, New York City, Chicago, the Country Music Hall of Fame
 in Nashville, Toronto and Montreal, XM's 2007 lineup includes more than 170
 digital channels of choice from coast to coast: commercial-free music,
 premier sports, news, talk radio, comedy, children's and entertainment
 programming; and the most advanced traffic and weather information.
     XM, the leader in satellite-delivered entertainment and data services
 for the automobile market through partnerships with General Motors, Honda,
 Hyundai, Nissan, Porsche, Subaru, Suzuki and Toyota is available in 140
 different vehicle models for 2007. XM's industry-leading products are
 available at consumer electronics retailers nationwide. For more
 information about XM hardware, programming and partnerships, please visit
 http://www.xmradio.com/.
     Any statements that express, or involve discussions as to,
 expectations, beliefs, plans, objectives, assumptions, future events or
 performance with respect to XM Satellite Radio Holdings Inc. ("XM") are not
 historical facts and may be forward-looking and, accordingly, such
 statements involve estimates, assumptions and uncertainties which could
 cause actual results to differ materially from those expressed in any
 forward-looking statements. Accordingly, any such statements are qualified
 in their entirety by reference to the factors discussed in our Annual
 Report on Form 10-K for the year ended December 31, 2006 filed with the
 Securities and Exchange Commission. Among the significant factors that
 could cause our actual results to differ materially from those expressed
 are: our pending merger with SIRIUS Satellite Radio Inc. ("SIRIUS"),
 including related uncertainties and risks and the impact on our business if
 the merger is not completed; any events which affect the useful life of our
 satellites; our dependence upon third parties, including manufacturers of
 XM radios, retailers, automakers and programming providers; and our
 competitive position versus other audio entertainment providers.
     Important Additional Information Will be Filed with the SEC
     This communication is being made in respect of the proposed business
 combination involving XM and SIRIUS. In connection with the proposed
 transaction, SIRIUS plans to file with the SEC a Registration Statement on
 Form S-4 containing a Joint Proxy Statement/Prospectus and XM and SIRIUS
 plan to file with the SEC other documents regarding the proposed
 transaction. The definitive Joint Proxy Statement/Prospectus will be mailed
 to stockholders of XM and SIRIUS. INVESTORS AND SECURITY HOLDERS OF XM AND
 SIRIUS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
 DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
 AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
 PROPOSED TRANSACTION.
     Investors and security holders will be able to obtain free copies of
 the Registration Statement and the Joint Proxy Statement/Prospectus (when
 available) and other documents filed with the SEC by XM and SIRIUS through
 the web site maintained by the SEC at http://www.sec.gov . Free copies of
 the Registration Statement and the Joint Proxy Statement/Prospectus (when
 available) and other documents filed with the SEC can also be obtained by
 directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington
 Place, NE Washington, DC 20002, Attention: Investor Relations.
     XM, SIRIUS and their respective directors and executive officers and
 other persons may be deemed to be participants in the solicitation of
 proxies in respect of the proposed transaction. Information regarding XM's
 directors and executive officers is available in XM's Annual Report on Form
 10-K, for the year ended December 31, 2006, which was filed with the SEC on
 March 1, 2007 and its proxy statement for its 2007 annual meeting of
 shareholders, which was filed with the SEC on April 17, 2007, and
 information regarding SIRIUS' directors and executive officers is available
 in its Annual Report on Form 10- K for the year ended December 31, 2006,
 which was filed with the SEC on March 1, 2007, and its proxy statement for
 its 2007 annual meeting of stockholders, which was filed with the SEC on
 April 23, 2007. Other information regarding the participants in the proxy
 solicitation and a description of their direct and indirect interests, by
 security holdings or otherwise, will be contained in the Joint Proxy
 Statement/Prospectus and other relevant materials to be filed with the SEC
 when they become available.
 
 

SOURCE XM Satellite Radio