Sirius XM Radio (SIRI)

EXHIBIT A

TRUST

     THIS AGREEMENT, made this ___th day of November, 2009 by and between Sirius XM Radio Inc. (“Company”) and Morgan Stanley Trust, N.A. (“Trustee”);

     WHEREAS, Company wishes to establish a trust (hereinafter called “Trust”) and to contribute to the Trust assets that shall be held therein, subject to the claims of Company’s creditors in the event of Company’s Insolvency, as herein defined, until paid to Executive (as defined below) and his beneficiaries in such manner and at such times as specified in Sections 4.5(d)(i) and 4.5(d)(iii) of the employment agreement by and between Gary M. Parsons (“Executive”) and XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. dated August 6, 2004, as amended by an Amendment No. 1 to Employment Agreement dated April 4, 2007, an Amendment No. 2 to Employment Agreement dated February 27, 2008, and an Amendment No. 3 to Employment Agreement dated June 26, 2008 (collectively, the “Agreement”):

     WHEREAS, it is the intention of the parties that this Trust shall not cause the Agreement to be treated as other than an unfunded arrangement maintained for the purpose of providing deferred compensation for Executive, a highly compensated employee, for purposes of Title I of the Employee Retirement Income Security Act of 1974;

     WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Agreement;

     NOW, THEREFORE, THE PARTIES DO HEREBY ESTABLISH THE TRUST AND AGREE THAT THE TRUST SHALL BE COMPRISED, HELD AND DISPOSED OF AS FOLLOWS: