Sirius XM Radio (SIRI)

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

On September 26, 2008, Dara F. Altman was appointed as our Executive Vice President and Chief Administrative Officer, and James Rhyu was appointed as our Senior Vice President and Chief Accounting Officer. In this capacity, Mr. Rhyu will serve as our principal accounting officer.

Ms. Altman, 50, has served as Executive Vice President, Business and Legal Affairs, of XM Satellite Radio since January 2006. Ms. Altman was Executive Vice President of Business Affairs for Discovery Communications, a nonfiction media company, from 1997 through 2005. Prior to joining Discovery Communications, Ms. Altman served as Senior Vice President and General Counsel of Reiss Media Enterprises from 1993 to 1997, which owned Request TV, a national pay-per-view service. Ms. Altman also served as counsel for Home Box Office and started her career as a lawyer at Willkie, Farr & Gallagher LLP.

We have entered into a three-year employment agreement with Ms. Altman.  She will receive an annual base salary of $446,332 per year and will be entitled, among other things, to participate in any bonus plan generally offered to employees at the same level.

In the event we terminate her employment without cause or she terminates her employment for good reason, Ms. Altman will receive a lump sum payment equal to two times her base salary plus the higher of the last bonus actually paid to her and a target bonus. She will also receive certain other amounts and benefits specified in the agreement.

Mr. Rhyu, 38, has served as Senior Vice President and Controller of XM Satellite Radio since January 2006. Prior to joining XM, Mr. Rhyu served as Corporate Controller of Graftech International, a global manufacturing company, since 2004. He has also held positions at both Ernst & Young and Deloitte & Touche. Mr. Rhyu is a Certified Public Accountant.

We have also entered into a three year employment agreement with Mr. Rhyu. He will receive an annual base salary of $325,000 per year and will be entitled to participate in any bonus plan generally offered to employees at the same level.

In the event that on or before July 27, 2009 we terminate Mr. Rhyu’s employment without cause or he terminates his employment for good reason, he will receive a lump sum payment equal to two times his base salary plus a target bonus. He will also receive certain other amounts and benefits specified in the agreement. In the event we terminate Mr. Rhyu’s employment without cause after July 27, 2009, he will be entitled to receive severance, in the form of salary continuation, for a period of one year plus a bonus and other benefits.

In the event that any payment we make, or benefit we provide, to Ms. Altman or Mr. Rhyu would be deemed to be an “excess parachute payment” under Section 280G of the Internal Revenue Code such that he or she would be subject to an excise tax, we have agreed to pay Ms. Altman a gross-up payment equal to the amount of such tax and such additional amount as may be necessary to place her in the exact same financial position that she would have been in if the excise tax were not imposed, and we have agreed that Mr. Rhyu’s payments and benefits (not