* OFFER DETAILS: Activation required. Purchase any new SIRIUS|XM radio starting 10/17/10 (excluding pre-installed automotive receivers) and activate it by 12/31/10, with a minimum prepaid recurring 3-month, 6-month or 1-year service commitment in our “Everything Plus The Best Of” subscription Package, along with SIRIUS|XM Internet Radio, and be eligible for “The Best Of” upgrade portion and Internet Radio free for a limited time (a $4.04 monthly value and a $2.99 monthly value, respectively). Call XM at 1-800-XM RADIO (800-967-2346) or SIRIUS at 1-888-539-SIRIUS (7474), and ask for the “All Access” Package. ADDITIONAL DETAILS: Activation fee of $15 for both SIRIUS and XM. A Package change fee of $5 applies if you convert your Package to one where the fee is lower on the same Receiver. Service will automatically renew for additional periods of the same length as the Plan you choose, at the then-current renewal rate unless you call SIRIUS or XM to cancel. Subscriptions governed by, as applicable, the SIRIUS Terms and Conditions available at sirius.com or the XM Customer Agreement available at xmradio.com. This offer cannot be combined with any other and is not available for automotive and commercial accounts. All fees and programming, schedule, and channel assignments subject to change. Check sirius.com and xmradio.com for the latest updates. SIRIUS|XM U.S. Satellite Service available only to those at least 18 years of age in the 48 contiguous USA and DC, with SIRIUS also available in PR (with coverage limitations), while Internet Radio is available throughout our satellite service area and also AK and HI. **Certain channels not available on SIRIUS|XM Internet Radio.

©2010 SIRIUS XM Radio Inc. SIRIUS, XM and all related marks and logos are trademarks of SIRIUS XM Radio Inc. and its subsidiaries. All other marks and logos are the property of their respective owners. All rights reserved.

GET ALL ACCESS LISTENING

HOW TO GET YOUR ALL ACCESS PASS* Activate a prepaid recurring subscription Plan in our “Everything Plus The Best Of” subscription package, along with SIRIUS|XM Internet Radio, and be eligible for free programming of "The Best Of" and Internet Radio for a limited time.Available by phone order only and mention ALL ACCESS.

FOLLOW THESE EASY STEPS TO START YOUR SIRIUS|XM EXPERIENCE1. Choose which programming package you want from the chart listed below.

2. Call our Listener Care Center to activate before December 31, 2010. a. If you have an XM radio call: 1-800-XM-RADIO (1-800-967-2346). b. If you have a SIRIUS radio call: 1-888-539-SIRIUS (7474).

3.IMPORTANT: Let the Listener Care Representative know that you want to take advantage of the ALL ACCESS OFFER.

COMMITMENT OFFER SAVINGS

3 Months Eligible for your first month of “The Best Of” upgrade portion and Internet Radio free Over $7 savings

6 Months Eligible for your first 3 months of “The Best Of” upgrade portion and Internet Radio free Over $20 savings

1 Year Eligible for your first 6 months of “The Best Of” upgrade portion and Internet Radio free Over $40 savings

Get$30†Back on Any Satellite Radio Plus Get the AllAccessPass*

Ask for the All Access Pass when you call to activate and enjoy subscription savings on all the best SIRIUS and XM programming. PLUS access to SIRIUS|XM Internet Radio for your

computers and smartphones.**

† OFFER DETAILS: Activation required. Rebate forms available at select retailers and at www.SiriusXMrebates.com. Who May Redeem? To be eligible for a $30 SIRIUS|XM Visa® Prepaid Card, you must be at least 18; a resident of the 48 contiguous United States, or D.C. (or Puerto Rico, for SIRIUS only); purchase a qualified radio, between 10/17/10 and 12/31/10 as the end-user consumer; activate an “Everything” or “Everything Plus The Best Of” recurring subscription on that radio by 12/31/10, by calling 1-888-539-SIRIUS (7474) or 1-800-XM RADIO (800-967-2346), with a valid credit card (may be combined with a SIRIUS|XM prepaid subscription card); pay an activation fee of $15 on your SIRIUS or XM radio, and any other fees and taxes that may apply on your subscription; retain that credit card on the account for automatic recurring service billing; and maintain uninter-rupted service for at least 60 days. We reserve the right to modify this offer at any time. How To Redeem? Mail all of the following, postmarked by 1/30/11, to the address on the Official Rebate form: (1) A completed rebate form; (2) original UPC code (12-digit #) cut from the box (no copies accepted); (3) original (or copy of) ESN/SID# for SIRIUS or Radio ID for XM from the box; and (4) the original (or copy of) receipt for purchase of the eligible radio. Limit 1 rebate per radio, 3 per address. We are not responsible for lost, destroyed, misdirected, postage due or delayed mail, or for any incorrect information you provide to us. Keep a copy of all submitted materials for future reference. Fraudulent submission or multiple requests could result in federal prosecution under the US Mail Fraud Statutes (19 USC, Section 1341 & 1342). Eligibility / Continuing Conditions: Purchases from Amazon.com, Best Buy, BestBuy.com, buy.sirius.com, shop.sirius.com, shop.xmradio.com, CarMax, CarMax.com, Radio Shack, Radioshack.com, Sam’s Club, Target, Wal-mart.com and Wal-Mart store locations are not eligible for this offer. Offer not valid on pre-owned radios, or on radios or tuners that replace an existing radio or tuner on an account. Offer not available for purchases by groups, clubs, or organizations, and may not be combined with any other offer. About Your Subscription: Hardware and radio service subscription sold separately. Service will automatically renew for additional periods of the same length as the Plan you choose, and you will automatically be billed at the then-current renewal rate unless you call SIRIUS or XM to cancel. Subscriptions governed by, as applicable, the SIRIUS Terms and Conditions available at sirius.com or the XM Customer Agreement available at xmradio.com. All fees and programming, schedules, and channel assignments subject to change. Check sirius.com or xmradio.com for the latest updates. SIRIUS|XM U.S. Satellite Service available only to those at least 18 years of age in the 48 contiguous USA and DC, with SIRIUS also available in PR (with coverage limitations), while Internet Radio Service is available in AK, HI, and PR. How Long Will It Take? Once the necessary information has been submitted by 1/30/11, we will verify that your subscription has been activated and that the account is active and in good standing for 60 days. Your VISA Prepaid Card will be mailed to the name and address on the rebate form within 8-10 weeks after verification. If your VISA Prepaid Card is not received within 8 weeks after submission is received, check status online at www.SiriusXMrebates.com or call SIRIUS|XM at 1-866-430-5192. CARD DETAILS: Use your card everywhere Visa debit cards are accepted. Your SIRIUS|XM Visa Prepaid Card cannot be redeemed for cash at an ATM, is not refillable, returnable, or refundable. Use your card soon after activation because your card is subject to an Account Maintenance Fee, applied each month after six months, until the balance of the account is $0.00. See your new SIRIUS|XM Visa Prepaid Card Cardholder Agreement for further details. This offer may be modified or terminated at any time. SIRIUS|XM Visa Prepaid Card is issued by MetaBank™ pursuant to a license from Visa U.S.A. Inc.

© 2010 SIRIUS XM Radio Inc. SIRIUS, XM and all related marks and logos are trademarks of SIRIUS XM Radio Inc. and its subsidiaries. All other marks, channel names and logos are the property of their respective owners. All rights reserved. 10-2316

$30†

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