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This excerpt taken from the SIRI DEF 14A filed Apr 21, 2006.
www.sirius.com. A copy of the charter of the Nominating and Corporate Governance Committee is also attached as Appendix A to this proxy statement.

      The following table shows the current members and chairman of each committee, the number of committee meetings held during 2005 and the principal functions performed by each committee:


Committee        Functions

Audit
Number of Meetings: 9
Members:
James P. Holden
Michael J. McGuiness
James F. Mooney*
   


 
 



   Selects our independent registered public accounting firm
Reviews reports of our independent registered public      accounting firm
Reviews and approves the scope and cost of all services,      
including all non-audit services, provided by the firm selected      
to conduct the audit
Monitors the effectiveness of the audit process
Reviews adequacy of financial and operating controls
Monitors corporate compliance program

Compensation
Number of Meetings: 4
Members:
Leon D. Black
Lawrence F. Gilberti*
James P. Holden
   

   Reviews and approves salaries and other compensation matters for executive officers
Administers stock compensation program, including grants of options, restricted stock units and other equity based compensation under our long-term incentive plan

Nominating and Corporate Governance
Number of Meetings: 0
Members:
Leon D. Black
Lawrence F. Gilberti
James P. Holden*
Warren N. Lieberfarb
Michael J. McGuiness
James F. Mooney
   
 

 

 

 

   Develops and implements policies and practices relating
to corporate governance      
Reviews and monitors implementation of our policies and
procedures      
Assists in developing criteria for open positions on the
board of directors      
Reviews background information on potential candidates and
makes recommendations to the board of directors      
Makes recommendations to the board of directors with respect
to committee assignments      

* Chairman

5


This excerpt taken from the SIRI DEF 14A filed Apr 20, 2005.
www.sirius.com. Instead of receiving future copies of our proxy statement and annual report materials by mail, most stockholders can elect to receive an e-mail that will provide electronic links to them. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to you and will also give you an electronic link to the proxy voting site.

      

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