XM SATELLITE (XMSR)

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XM Satellite Radio Holdings Announces Quarterly Dividend on Series B Preferred Stock

WASHINGTON, Apr 5, 2002 /PRNewswireFirstCall via COMTEX/ XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) announced today that it has declared a regular quarterly dividend on its 8.25% Series B Convertible Redeemable Preferred Stock.

(Photo: http://www.newscom.com/cgibin/prnh/20000724/XMSATLOGO )

The dividend is payable in shares of the Company's Class A Common Stock at a rate of $1.0313 per share of Series B Preferred Stock owned, with fractional shares to be paid in cash. The shares of Class A Common Stock to be issued will be valued at 95% of the average daily price of the Class A Common Stock for the 10 consecutive trading days ending on April 12, 2002. The dividend is payable on May 1, 2002, to Series B convertible preferred stockholders of record of XM Satellite Radio Holdings Inc. as of April 19, 2002.

XM announced Monday that it well exceeded most Wall Street analyst expectations for first quarter subscriber growth, ending with more than 76,000 total subscribers as of March 31, 2002. Described by the Yankee Group as the fastestgrowing consumer electronics audio product of the last 20 years, XM more than doubled its subscribers in the first quarter. XM was named 2001 "Product of the Year" by Fortune, an "Invention of the Year" by Time and won Popular Science's 2001 "Best of What's New" Grand Award in the electronics category. XM won several awards at the 2001 CES, including "Best of CES" in the automotive category.

XM is transforming radio, an industry that has seen little technological change since FM, almost 40 years ago. XM's programming lineup features 100 coasttocoast digital channels: 71 music channels, more than 30 of them commercialfree, from hip hop to opera, classical to country, bluegrass to blues; and 29 channels of sports, talk, children's and entertainment. XM also brings to the car, for the first time on radio, the same diverse selection of 24hour news sources available in the home on cable and DIRECTV.

General Motors in November rolled out factoryinstalled DelphiDelco XM radios in Cadillac DeVille and Seville models, and will expand to a total of 25 Buick, Cadillac, Chevrolet, GMC, Olds and Pontiac models this year. Nissan announced it will offer XM as an option this coming fall on select Infiniti and Nissan 2003 models. XM has signed a distribution agreement with Volkswagen of America, Inc., which also encompasses Audi of America, to offer satellite radio to Volkswagen and Audi customers in the United States in the coming years. Isuzu dealers will begin to offer XM radios to customers in April. XM radios are available at major electronics retailers nationwide including Best Buy, Circuit City, Tweeter, Ultimate Electronics, participating RadioShack Dealers and Franchisees, Crutchfield, Good Guys, CarToys, Audio Express and Sound Advice; and at independent retailers. Leading manufacturers such as Sony, Alpine and Pioneer offer a broad array of XM radios that easily enable any existing car stereo system. XM's strategic investors include America's leading car, radio and satellite TV companies General Motors, American Honda Motor Co. Inc., Clear Channel Communications and DIRECTV. For more information, please visit XM's web site: http://www.xmradio.com .

Factors that could cause actual results to differ materially from those in the forwardlooking statements in this press release include uncertainties associated with demand for the company's service, the company's dependence on third party vendors, its continuing need for additional financing, as well as other risks described in XM Satellite Radio Holdings Inc.'s Form 8K filed with the Securities and Exchange Commission on 1262001. Copies of the filing are available upon request from XM Radio's Investor Relations Department.

SOURCE XM Satellite Radio Holdings Inc.

CONTACT: Press: Charles Robbins, [phone], [e-mail], or Investors: Gary Tiedemann, [phone], [e-mail], both of XM Satellite Radio Holdings Inc. /Photo: Newscom: http://www.newscom.com/cgibin/prnh/20000724/XMSATLOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, 8887766555 or 2127822840 URL: http://www.xmradio.com http://www.prnewswire.com

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