XM Radio Launches One Million Subscriber Campaign

Prospective and Existing Customers Are Targets of a Multifaceted Sales, Marketing and Programming Effort

WASHINGTON, Sept. 3 -- XM Satellite Radio , the nation's leading satellite radio service, today announced details of its one million subscriber campaign -- a multifaceted sales, marketing and programming program to thank existing customers and attract new subscribers.

The elements of XM's one million subscriber sales, marketing and programming campaign include (1) a sweepstakes with prizes including a grand prize of a brand new 2004 Cadillac SRX and 2004 Pontiac GTO with XM service for life, which is open to all consumers; (2) an on-air contest, "The XM Xperience," for XM's existing subscribers to reward its biggest fans; (3) an unprecedented cross-country road trip, "The XM Xpress Tour of America," where two XM deejays will gain exposure for XM on the highways and airwaves by crossing the country in 14 days broadcasting from each of the 48 contiguous states; (4) eight weeks of groundbreaking original live programming, and; (5) a refer-a-friend program to reward XM's greatest sales force, its subscribers. Details for each program are available on the XM website at http://www.xmradio.com/.

1. One Million Customer Grand Sweepstakes

The One Million Customer Grand Sweepstakes is open to all consumers who mail in an entry form by October 31, 2003. The entry form is available on XM's website where consumers can learn about all of XM's products and services. Existing XM subscribers are automatically entered. For the sweepstakes, XM is giving away prizes that showcase "XM Everywhere."

  XM on the Road -- 2 Grand Prizes
  *  2004 Cadillac SRX with XM Service For Life
  *  2004 Pontiac GTO with XM Service For Life

  XM in the Home -- 50 Second Prizes
  *  Bose 3-2-1 Home Entertainment Systems w/Delphi XM SKYFi Radios with
     Home Accessory Kit and One Year of XM Service

  XM on the Go -- 300 Third Prizes
  *  Delphi XM SKYFi Boombox and One Year of XM Service

  2. The XM Xperience Call-In Contest

During the campaign, XM is asking its existing subscriber base, from the time-warped decades fans, the hard rockers, and the classical connoisseurs to the news junkies, sports fanatics, comedy and entertainment buffs to call-in and share their personal XM Xperience -- why they love XM and why XM is special to them. XM's programming staff will judge these entries on passion, creativity and originality. The pool of spectacular prizes includes:

  *  A lunch with American music icon Quincy Jones
  *  An appearance on Roc Radio with Damon Dash, Karrem "Biggs" Burke and
     The Get Fresh Crew
  *  A private party performance with Jackie "The Jokeman" Martling
  *  A music lesson with Jazz legend Wynton Marsalis
  *  A guitar lesson with guitar master Al DiMeola
  *  A dinner with opera superstar Denyce Graves
  *  A visit to ESPN Sportscenter in production at its studios
  *  An appearance in an upcoming Usher video
  *  A trip to XM's DC studios to host a show on a Decades Channel
  *  An appearance in an upcoming Sir Mix-A-Lot video
  *  A weekend with the Oak Ridge Boys in Branson, MO
  *  An opportunity to go on "special assignment" as a NASCAR Radio on XM
     reporter, and attend the world premiere of the NASCAR IMAX movie and
     post-party with the drivers

  3. The XM XPress Tour of America

The campaign kicked off with The XM Xpress Tour of America in New York City on September 1, when XM Radio on-air personalities Phlash Phelps, XM Channel 6, 60's on 6, and Kurt Gilchrist, XM Channel 7, 70's on 7, began an unprecedented drive to each of the 48 states in the continental U.S. in just 14 days. During their trip, the two XM disc jockeys will broadcast from every U.S. state where XM Satellite Radio is available during the two-week period. The drive ends two weeks and 10,000 miles later in Detroit, Michigan, on September 14.

Phelps and Gilchrist are driving a new Cadillac Escalade, specially adorned with highly-visible XM logos and branding, from the Northeast down the East Coast, across the South and Southwest, up the West Coast, and through the Northwest and Midwest to arrive in Detroit on Day 14. Every time the two DJs arrive in a new state, they will broadcast from the state and plant an XM flag in the ground to mark the journey. In addition to stopping at tourist sites and meeting XM fans, the duo will visit retail stores and auto dealers that sell XM Radio to generate excitement with potential customers.

During their 14-day journey, Phelps and Gilchrist deliver daily reports to listeners on several XM radio channels, and web surfers can follow the journey online at www.xmradio.com.

4. Groundbreaking Live Programming

Starting Labor Day weekend, XM is featuring some of the greatest acts ever recorded live at XM's performance studios in Washington, DC. In addition there will be scores of exclusive shows and never-heard-before specials, from XM Channel 150, XM Comedy's "A Week of a Million Laughs" to XM Channel 44, Fred, A Million Tattoos and Piercings: The Punk Chronicles.

Meanwhile, XM's programming partners are celebrating XM's one million subscriber milestone by taping or broadcasting new shows live from XM's state- of-the-art studios in Washington, DC. Throughout this fall, XM will host some of America's greatest recording artists as they perform special live concerts at XM's Washington performance studio to mark the million subscriber milestone.

5. Refer-a-Friend Program

XM's research shows that almost half of the company's subscribers recommend XM to 10 or more people. As part of the million subscriber celebration, this potent sales force, XM's existing customers, will be rewarded for referring friends and family.

Current XM subscribers now will earn points for everyone they successfully encourage to sign up for XM service. As these points add up, subscribers become eligible for free months of service, XM hardware or $400 gift cards. Meanwhile, the new customers will receive a $20 rebate on the XM hardware purchase to welcome him or her to XM.

About XM Satellite Radio

XM is America's #1 satellite radio service. With more than 692,000 subscribers as of June 30, XM is on pace to have more than one million subscribers later this year. Whether in the car, home, office or on the go, XM's loyal listeners enjoy 101 digital channels of choice: 70 music channels, more than 35 of them commercial-free, from hip hop to opera, classical to country, bluegrass to blues; and 31 channels of premiere sports, talk, comedy, kid's and entertainment programming. For more information about XM, visit http://www.xmradio.com/.

Factors that could cause actual results to differ materially from those in the forward-looking statements in this press release include demand for the Company's service, the Company's dependence on technology and third party vendors, its potential need for additional financing, as well as other risks described in XM Satellite Radio Holdings Inc.'s Form 8-K filed with the Securities and Exchange Commission on 6-03-03. Copies of the filing are available upon request from XM Radio' s Investor Relations Department.