SIRIUS SATELLITE RADIO INC.




                                                               November 18, 2004


Mel Karmazin
New York, New York


Dear Mel:

         Sirius Satellite Radio Inc. ("Sirius") hereby agrees to employ you and
you hereby agree to accept such employment upon the following terms and
conditions:

            1. Term. The term of your employment under this letter agreement
         (the "Agreement") will commence on the date hereof (the "Effective
         Date") and, unless earlier terminated by Sirius or by you pursuant to
         this Agreement, will continue through and until the fifth anniversary
         thereof (such five-year period, notwithstanding any earlier
         termination, the "Employment Term").

            2. Title, Reporting and Duties. You will serve as the Chief
         Executive Officer of Sirius, and Sirius will cause you to be appointed
         a member of its Board of Directors (the "Board"). You will have all
         rights, powers, authorities and duties commensurate with the position
         of Chief Executive Officer. You will report directly and solely to the
         Board, and all other executive officers of Sirius will report, directly
         or indirectly, to you. You will devote substantially all your business
         time and attention to the business of Sirius. However, you will be
         entitled to engage in any other activity, including service on
         corporate, charitable and civic boards, that does not materially
         conflict with the performance of your duties hereunder.

            3. Compensation. As compensation for your services under this
         Agreement, you will receive the following compensation during the
         Employment Term, subject to applicable tax withholdings:

               (a) Salary: Sirius will pay to you a base salary in cash at the
         rate of $1,250,000 per annum, payable in accordance with normal payroll
         practice.

               (b) Annual Bonus: Sirius will pay to you a cash bonus with
         respect to each year of the Employment Term in an amount determined by
         the Compensation Committee of the Board.

               (c) Stock Options: On the Effective Date, Sirius will issue to
         you an option (the "Option") to acquire 30,000,000 shares of common
         stock, par value $0.001




<PAGE>


                                                                               2



         per share, of Sirius ("Common Stock") under the Amended and Restated
         Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the
         "Plan"). The Option will be represented by an option agreement
         identical to the form attached hereto as Exhibit A (the "Option
         Agreement"). The Option Agreement will provide for (i) an exercise
         price per share of Common Stock equal to $4.74, the closing price of
         Common Stock on the date hereof on the NASDAQ National Market, (ii)
         subject to the termination or accelerated vesting of all or a portion
         of the shares of Common Stock subject to the Option in the
         circumstances described in paragraphs 5, 6 and 7 below, the vesting of
         the Option with respect to 20% of the shares of Common Stock subject
         thereto on each of the first five anniversaries of the Effective Date
         and (iii) a term of not less than ten years, unless earlier exercised
         or terminated.

               (d) Restricted Stock: Promptly following the Effective Date,
         Sirius will issue to you 3,000,000 shares of restricted Common Stock
         (the "Restricted Common Stock") under the Plan. The terms of the
         Restricted Common Stock will be represented by a restricted stock
         agreement identical to the form attached hereto as Exhibit B (the
         "Restricted Stock Agreement").

               (e) Sirius will cause a registration statement on Form S-8 (or
         other appropriate form) to be made and kept effective with respect to
         the shares of Common Stock subject to the Option and the Restricted
         Common Stock.

            4. Benefits; Expenses; Location. You will be entitled to participate
         in all employee benefit plans of Sirius in which other executive
         officers of Sirius are generally eligible to participate, and you will
         be eligible for all perquisites made generally available to such other
         executive officers. You will be reimbursed for all reasonable business
         expenses incurred in the performance of your duties and for your direct
         cost of using private aircraft for business travel. Your principal
         place of business will be at Sirius' New York, New York headquarters,
         and you will not be required to relocate to any other location without
         your consent.

            5. Termination by Sirius for Cause or by You without Good Reason.
         (a) The Board may terminate your employment under this Agreement for
         Cause (as defined below), but only by affirmative vote of two-thirds of
         the members of the Board (excluding yourself) at a meeting called for
         such purpose, after ten business days' prior notice to you, at which
         you and your counsel will have an opportunity to be heard. In addition,
         you may terminate your employment under this Agreement without Good
         Reason (as defined below), but only upon six months' prior written
         notice to the Board. Upon any such termination, (i) Sirius will provide
         to you (subject to applicable tax withholding) (A) any base salary that
         is earned but unpaid through the date of such termination, (B) in the
         case of termination by you without Good Reason, any annual bonus that
         is earned but unpaid through the date of such termination, (C) any
         other benefits or rights that are vested, earned or accrued through the
         date of such termination and (D) reimbursement of any reasonable
         business expenses incurred prior to the date of such termination and
         (ii) (A) in the case of termination by you without Good Reason, any
         portion of the Option that is vested as of the date of such termination
         will continue to be exercisable by you for a period of at least 90 days
         after such date, any portion of the




<PAGE>


                                                                               3


         Option that is unvested will terminate and any unvested shares of
         Restricted Common Stock will be forfeited and (B) in the case of
         termination by the Board for Cause, the Option will be canceled as of
         the date of such termination and any unvested shares of Restricted
         Common Stock will be forfeited.

               (b) For purposes of this Agreement, the term "Cause" means (i)
         conviction of, or plea of guilty or nolo contendre to, embezzlement,
         fraud or other conduct constituting a felony, (ii) willful commission
         of a material fraud against Sirius or its subsidiaries, (iii) willful
         and continuing refusal to substantially perform a material obligation
         under this Agreement after a written demand for performance has been
         delivered to you by the Board, other than as a result of your death or
         Disability (as defined below), or (iv) willful misconduct that results
         in demonstrable and material financial harm to Sirius or its
         subsidiaries, provided that prior to the Board's terminating your
         employment for any such refusal or any such misconduct, (A) the Board
         will give you written notice setting forth the exact nature of the
         alleged refusal or misconduct and (B) you will have ten business days
         from the date of such notice within which to cure, and if so cured, the
         Board may not terminate your employment for Cause for the reasons
         stated in the notice. No action or omission on your part will be
         treated as "willful" unless not in good faith and without the
         reasonable belief by you that such act or omission was in the best
         interests of Sirius.

               (c) For purposes of this Agreement, the term "Good Reason" means
         (i) any reduction or other adverse change in your titles, duties,
         responsibilities or line of reporting as set forth in paragraph 2 above
         (which, in the case of your directorship, will not include the failure
         of the Sirius stockholders to elect you to the Board) or (ii) any other
         material breach by Sirius of the terms of this Agreement.

            6. Termination by Sirius without Cause or by You with Good Reason.
         The Board may terminate your employment under this Agreement without
         Cause, but only by action of the Board at a meeting called for such
         purpose. In addition, you may terminate your employment under this
         Agreement with Good Reason, but only upon ten business days' prior
         written notice to the Board, provided that prior to your termination of
         employment, Sirius will have ten business days from the date of such
         notice within which to cure, and if so cured, you may not terminate
         your employment for Good Reason for the reasons stated in the notice.
         Upon any such termination, (i) Sirius will provide to you (subject to
         applicable tax withholding) (A) your then current base salary through
         the remainder of the Employment Term, (B) any annual bonus earned but
         unpaid through the date of such termination and, to the extent a bonus
         plan is established for you, a pro rata portion of the target bonus
         amount for the year in which such termination occurs, (C) any other
         benefits or rights that are vested, earned or accrued through the date
         of such termination, (D) reimbursement of any reasonable business
         expenses incurred prior to the date of such termination and (E) medical
         and life insurance benefits through the remainder of the Employment
         Term, subject to the terms and conditions of the applicable plan or
         policy as in effect from time to time, and (ii) the Option will
         immediately become vested and exercisable in full, and will continue to
         be exercisable by you for at least 12 months after such date, and the
         Restricted Common Stock will immediately become fully vested and free
         of restrictions.




<PAGE>



                                                                               4


            7. Death or Disability. (a) The Board may terminate your employment
         under this Agreement upon your death or Disability. Upon any such
         termination, (i) Sirius will provide to you or your beneficiary or
         estate (subject to applicable tax withholding) (A) any base salary or
         annual bonus that is earned but unpaid through the date of such
         termination, (B) any other benefits or rights that are vested, earned
         or accrued through the date of such termination and (C) reimbursement
         of any reasonable business expenses incurred prior to the date of such
         termination and (ii) the Option will immediately become vested and
         exercisable in full, and will continue to be exercisable by you or your
         beneficiary or estate for at least 12 months after such date, and the
         Restricted Common Stock will immediately become fully vested and free
         of restrictions.

               (b) For purposes of this Agreement, the term "Disability" means
         that you are unable to perform the essential duties and functions of
         your position because of a disability, after reasonable accommodation
         for 180 days within any 365 day period. Upon making a determination of
         Disability, Sirius will determine the date of your termination of
         employment.

            8. Change in Control. Upon the occurrence of a "change in control",
         and notwithstanding the subsequent termination of your employment for
         any reason, the Option will immediately become vested and exercisable
         in full and the Restricted Common Stock will immediately become fully
         vested and free of restrictions. For purposes of this Agreement, the
         term "change in control" means the occurrence of any of the following:
         (i) the sale, transfer or other disposition, in one or a series of
         related transactions, of all or substantially all the assets of Sirius
         to any "person" or "group" (as such terms are used in Sections 13(d)(3)
         and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act")), (ii) any person or group is or becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act), directly or indirectly, of more than 50% of the total
         voting power of the voting stock of Sirius, including by way of merger,
         consolidation or otherwise, or (iii) at any time during any period of
         two consecutive years, individuals who at the beginning of such period
         constituted the Board (together with any new directors whose election
         to the Board was approved by a vote of a majority of the directors,
         then still in office, who were either directors at the beginning of
         such period or whose election was previously so approved) cease for any
         reason to constitute a majority of the Board, then in office.

            9. Excise Tax Gross-Up. If it is determined that any payment or
         benefit provided to you (whether hereunder or otherwise by Sirius or
         its subsidiaries, or as a result of the acceleration of vesting or
         cash-out of the Option or the acceleration of the vesting and
         transferability of the Restricted Common Stock) (a "Payment") would be
         subject to the excise tax imposed by Section 4999 of the Internal
         Revenue Code of 1986, as amended, or any interest or penalties thereon
         (the "Excise Tax"), then Sirius will pay to you an additional cash
         payment (the "Gross-up Payment") in an amount such that the after-tax
         proceeds of such Gross-up Payment (including any income tax or Excise
         Tax on such Gross-up Payment) will be equal to the amount of the Excise
         Tax. The amount of the Gross-up Payment will be determined by an
         independent accounting firm acceptable to you, and all costs and
         expenses incurred in connection with such determination will be born by
         Sirius. Sirius will pay the Gross-up Payment to you promptly following
         such




<PAGE>


                                                                               5



         accounting firm's determination that a Gross-up Payment is due with
         respect to the applicable Payment, provided that Sirius may withhold
         and pay over to the Internal Revenue Service (or other applicable
         taxing authority) all or a portion of the Gross-up Payment as required
         by applicable tax law. If, subsequent to a Gross-up Payment, Sirius
         wishes to contest with the Internal Revenue Service whether the Excise
         Tax was properly owed by you, you will reasonably cooperate with Sirius
         in such contest. In the event that you receive any refund with respect
         to such Excise Tax, you will repay to Sirius the amount so refunded.
         All costs and expenses incurred in connection with such contest will be
         born by Sirius.

            10. Indemnification. Sirius will indemnify and hold you harmless, to
         the maximum extent permitted by law and the Amended and Restated
         Certificate of Incorporation and Amended and Restated By-Laws of
         Sirius, against judgments, fines, amounts paid in settlement of and
         reasonable expenses incurred by you in connection with any action,
         proceeding or appeal therefrom in which you are a party by reason of
         your position as a director or officer of Sirius or otherwise or for
         any acts or omissions made by you in good faith in the performance of
         any of your duties. Sirius will maintain customary directors and
         officers liability insurance coverage for you during the Employment
         Term and any applicable statute of limitations.

            11. Authorization. Sirius and the Board have taken all actions
         necessary or appropriate to authorize and approve the entry by Sirius
         into this Agreement and the grant of the Option and the Restricted
         Common Stock.

            12. Confidentiality. You will not, during the Employment Term or
         thereafter, intentionally disclose to any third party any trade secret
         or other confidential information of Sirius or its subsidiaries, other
         than, in your good faith determination, as required by law or in
         connection with the performance of your duties, provided that
         confidential information does not include any information that becomes
         publicly available (other than as a result of disclosure by you) or
         that becomes available to you on a non-confidential basis.

            13. Release of Claims. In the event your employment is terminated in
         the circumstances described in paragraph 6 above, you will execute and
         deliver to Sirius a customary waiver and release of all claims and
         causes of action you may have against Sirius and its subsidiaries and
         affiliates, other than your rights under this Agreement, the Option
         Agreement, the Restricted Stock Agreement, the Plan and the Amended and
         Restated Certificate of Incorporation and Amended and Restated By-Laws
         of Sirius.

            14. Miscellaneous. This Agreement and all matters arising hereunder
         will be governed by the laws of the State of New York, and any action
         to enforce this Agreement will be brought in the courts located in the
         City of New York. This Agreement may be amended or modified only by a
         written instrument signed by Sirius and you. This Agreement may not be
         assigned by Sirius or you without the other party's written consent,
         except that Sirius may assign this Agreement to any affiliate or
         successor in interest to Sirius. You will not be required to mitigate
         damages or seek other employment following the termination of your
         employment hereunder as a condition to




<PAGE>


                                                                               6



         receiving any payment or benefit provided hereunder, and no such
         payment or benefit will be reduced as a result of any such subsequent
         employment.



                                         SIRIUS SATELLITE RADIO INC.,

                                            By
                                               /s/ Patrick L. Donnelly
                                               ---------------------------------
                                               Patrick L. Donnelly
                                               Executive Vice President, General
                                               Counsel and Secretary


Accepted and agreed as of the date first above
written:
                      /s/ Mel Karmazin
         ---------------------------------------
                          Mel Karmazin





<PAGE>



                                                                               7



                                                                       Exhibit A




THIS OPTION MAY NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT
AND DISTRIBUTION.



                             SIRIUS SATELLITE RADIO

                       2003 LONG-TERM STOCK INCENTIVE PLAN

                             STOCK OPTION AGREEMENT


         THIS STOCK OPTION AGREEMENT (this "Agreement"), dated November 18,
2004, between SIRIUS SATELLITE RADIO INC., a Delaware corporation (the
"Company"), and MEL KARMAZIN (the "Employee").

         1. Grant of Option; Vesting. (a) Subject to the terms and conditions of
this Agreement, the Amended and Restated Sirius Satellite Radio 2003 Long-Term
Stock Incentive Plan (as amended, the "Plan"), and the Employment Agreement,
dated November 18, 2004, between the Company and the Employee (the "Employment
Agreement"), the Company hereby grants to the Employee the right and option
(this "Option") to purchase up to thirty million (30,000,000) shares (the
"Shares") of common stock, par value $0.001 per share, of the Company at a price
per share of $4.74 (the "Exercise Price"). This Option is not intended to
qualify as an Incentive Stock Option for purposes of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). In the case of any stock split,
stock dividend or like change in the Shares occurring after the date hereof, the
number of Shares and the Exercise Price shall be adjusted as set forth in
Section 4(b) of the Plan.

         (b) Subject to the terms of this Agreement, this Option shall vest and
become exercisable with respect to the Shares according to the following
schedule:

                                                    Vested Percentage
                                                    -----------------
                          Date                        of the Shares
                          ----                        -------------
                 November 18, 2005                     20 percent
                 November 18, 2006                     40 percent
                 November 18, 2007                     60 percent
                 November 18, 2008                     80 percent
                 November 18, 2009                    100 percent


Notwithstanding the foregoing, all unvested outstanding Options shall vest in
full and become exercisable upon a Change of Control (as defined in the Plan).



<PAGE>



                                                                               8


         (c) If the Employee's employment with the Company terminates for any
reason, this Option, to the extent not then vested, shall immediately terminate
without consideration; provided, that if the Employee's employment is terminated
(x) due to death or Disability (as defined in the Employment Agreement), (y) by
the Company without Cause (as defined in the Employment Agreement), or (z) by
the Employee for Good Reason (as defined in the Employment Agreement), the
unvested portion of this Option, to the extent not previously cancelled or
forfeited, shall immediately become vested and exercisable.

         2. Term. This Option shall terminate on November 17, 2014, provided
that if:

               (a) the Employee's employment with the Company is terminated due
         to the Employee's death or Disability, by the Company without Cause or
         by the Employee for Good Reason, the Employee may exercise this Option
         in full until one year following the date of such termination (at which
         time the Option shall be cancelled), but not later than November 17,
         2014;

               (b) the Employee's employment with the Company is terminated for
         Cause, the Option shall be cancelled upon the date of such termination;
         and

               (c) the Employee voluntarily terminates his employment with the
         Company without Good Reason, the Employee may exercise the vested
         portion of this Option until ninety days following the date of such
         termination (at which time the Option shall be cancelled), but not
         later than November 17, 2014.

         3. Exercise. Subject to Sections 1 and 2 of this Agreement and the
terms of the Plan, this Option may be exercised, in whole or in part, by means
of a written notice of exercise signed and delivered by the Employee (or, in the
case of exercise after death of the Employee, by the executor, administrator,
heir or legatee of the Employee, as the case may be, or, in the case of exercise
after the termination of the Employee as a result of a Disability under
circumstance in which it is reasonable to conclude that the Employee does not
have the ability to exercise this Option, by the person or persons who have been
legally appointed to act in the name of the Employee) to the Company at the
address set forth herein for notices to the Company. Such notice shall (a) state
the number of Shares to be purchased and the date of exercise, and (b) be
accompanied by payment of the Exercise Price in cash or such other method of
payment as may be permitted by Section 6(d) of the Plan, subject, in the case of
a broker-assisted exercise, to applicable law.

         4. Non-transferable. This Option may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
other than (a) by will or by the applicable laws of descent and distribution or
(b) in accordance with the provisions of Section 14(a)(iii) of the Plan, and
shall not be subject to execution, attachment or similar process. Any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option or of
any right or privilege conferred hereby shall be null and void.

         5. Withholding. Prior to delivery of the Shares purchased upon exercise
of this Option, the Company shall determine the amount of any United States
federal, state and local income tax, if any, which is required to be withheld
under applicable law and shall, as a condition of




<PAGE>



                                                                               9


exercise of this Option and delivery of certificates representing the Shares
purchased upon exercise of this Option, collect from the Employee or, subject to
such rules as may be established by the administrator of the Plan, from a broker
who has been instructed by the Employee to sell Shares deliverable upon exercise
of this Option, the amount of any such tax to the extent not previously
withheld.

         6. Rights of the Employee. Neither this Option, the execution of this
Agreement nor the exercise of any portion of this Option shall confer upon the
Employee any right to, or guarantee of, continued employment by the Company, or
in any way limit the right of the Company to terminate employment of the
Employee at any time, subject to the terms of the Employment Agreement or any
other written employment or similar agreement between the Company and the
Employee.

         7. Professional Advice. The acceptance and exercise of this Option may
have consequences under federal and state tax and securities laws that may vary
depending upon the individual circumstances of the Employee. Accordingly, the
Employee acknowledges that the Employee has been advised to consult his or her
personal legal and tax advisor in connection with this Agreement and this
Option.

         8. Agreement Subject to the Plan. The Option and this Agreement are
subject to the terms and conditions set forth in the Plan, which terms and
conditions are incorporated herein by reference. A copy of the Plan previously
has been delivered to the Employee. This Agreement, the Employment Agreement and
the Plan constitute the entire understanding between the Company and the
Employee with respect to this Option.

         9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to its
conflict of laws principles, and shall bind and inure to the benefit of the
heirs, executors, personal representatives, successors and assigns of the
parties hereto.

         10. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered personally or when telecopied
(with confirmation of transmission received by the sender), three business days
after being sent by certified mail, postage prepaid, return receipt requested or
one business day after being delivered to a nationally recognized overnight
courier with next day delivery specified to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice): Company: Sirius Satellite Radio Inc., 1221 Avenue of the Americas 36th
Floor, New York, New York 10020, Attention: General Counsel; Employee: Address
on file at the office of the Company. Notices sent by email or other electronic
means not specifically authorized by this Agreement shall not be effective for
any purpose of this Agreement.

         11. Binding Effect. This Agreement has been duly executed and delivered
by the Company and constitutes the legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or transfer, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity.




<PAGE>


                                                                              10



         12. Amendment. The rights of the Employee hereunder may not be impaired
by any amendment, alteration, suspension, discontinuance or termination of the
Plan or this Agreement without the Employee's consent.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

                                SIRIUS SATELLITE RADIO INC.


                                By:
                                   ---------------------------------------------
                                   Patrick L. Donnelly
                                   Executive Vice President, General Counsel and
                                   Secretary


                                EMPLOYEE


                                By:
                                   ---------------------------------------------
                                   Mel Karmazin




<PAGE>



                                                                              11


                                                                       Exhibit B



                             SIRIUS SATELLITE RADIO

                         2003 LONG-TERM STOCK INCENTIVE
                                      PLAN


                     STOCK OPTION RESTRICTED STOCK AGREEMENT


         THIS RESTRICTED STOCK AGREEMENT (this "Agreement"), dated November 18,
2004 ("Date of Grant"), between SIRIUS SATELLITE RADIO INC., a Delaware
corporation (the "Company"), and MEL KARMAZIN (the "Employee").

         1. Grant of Restricted Stock. Subject to the terms and conditions of
this Agreement, the Company hereby grants to the Employee three million
(3,000,000) restricted Shares ("Restricted Stock"). This grant is made pursuant
to the terms of the Amended and Restated Sirius Satellite Radio 2003 Long-Term
Stock Incentive Plan (as amended, the "Plan"), which Plan is incorporated herein
by reference and made a part of this Agreement. Capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan.

         2. Vesting. The Restricted Stock shall vest with respect to 20% of the
Restricted Stock initially granted hereunder (as adjusted under Section 5) on
each of the first five anniversaries of the date hereof, subject to the
Employee's continued employment on each such anniversary. Upon any termination
of the Employee's employment with the Company, any Restricted Stock that has not
theretofore become vested in accordance with the prior sentence shall
immediately be canceled and forfeited (including any right to vote such
Restricted Stock and receive dividends with respect thereto); provided, however,
that if the Employee's employment is terminated (i) by the Company due to death
or Disability (as defined in the Employment Agreement dated November 18, 2004
between the Employee and the Company (the "Employment Agreement")) or without
Cause (as defined in the Employment Agreement), any unvested Restricted Stock
shall vest or (ii) by the Employee for Good Reason (as defined in the Employment
Agreement), any unvested Restricted Stock shall vest.

         3. Rights of a Stockholder. Commencing on the date the certificates
evidencing the Restricted Stock are registered in the name of the Employee on
the stock transfer books of the Company, the Employee shall be the record owner
of the Restricted Stock unless and until such Restricted Stock shall be canceled
or forfeited. As record owner, the Employee shall be entitled to all rights of a
holder of common stock of the Company, including, without limitation, voting
rights with respect to such Restricted Stock and the right to receive, subject
to Section 5, all dividends paid on such Restricted Stock; provided, however,
that the Restricted Stock shall be subject to the limitations on transfer and
encumbrance set forth in Sections 4 and 6.

         4.  Certificates.




<PAGE>



                                                                              12




         (a) Certificates evidencing the Restricted Stock shall be issued under
the Plan by the Company as soon as practicable following the date hereof and,
when issued, shall be registered in the name of the Employee on the stock
transfer books of the Company and deposited by the Employee with the Company.
The certificates shall remain in the physical custody of the Company or its
designee at all times prior to the vesting of the Restricted Stock pursuant to
Section 2. As a condition to the issuance of the Restricted Stock, the Employee
shall deliver to the Company a stock power, duly endorsed in blank, relating to
the Restricted Stock. No certificates shall be issued for fractional Shares. The
certificates shall bear the following, or a substantially similar, legend:

         The transferability of this certificate and the shares of common stock
represented hereby is subject to the terms and conditions, including forfeiture,
contained in the Amended and Restated Sirius Satellite Radio 2003 Long-Term
Stock Incentive Plan and an Agreement entered into between the registered owner
and Sirius Satellite Radio Inc. Copies of such Plan and Agreement are on file in
the executive office of Sirius Satellite Radio Inc., 1221 Avenue of the
Americas, 36th Floor, New York, NY 10020.

         (b) When the Restricted Stock (or a portion thereof) becomes vested,
the Company shall deliver as soon as practicable after such vesting to the
Employee, or the Employee's legal representative, beneficiary or heir, a
certificate or certificates, without the legend referred to in Section 5(a)
above, for such Shares. At such time, this Agreement and the related stock power
shall terminate as to those Shares.

         (c) If the Company determines that any issuance or delivery of Shares
to the Employee pursuant to this Agreement will violate the requirements of any
applicable federal or state laws, rules or regulations (including, without
limitation, the provisions of the Securities Act of 1933, as amended, or the
Exchange Act), such issuance or delivery may be postponed until the Company is
satisfied that the distribution will not violate such laws, rules or
regulations. Any such Shares shall be subject to such stop transfer orders and
other restrictions as the Committee or the Company may deem advisable under the
Plan or the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange or national market upon which such
Shares are listed and any applicable federal, state or foreign laws, rules or
regulations. Certificates delivered to Employees may bear such legends as the
Company may deem advisable.

         5. Events. Notwithstanding the foregoing, in the event of a stock
dividend, stock split, reverse stock split, share combination, or
recapitalization or similar event of or by the Company, or a merger,
consolidation, acquisition of property or shares, separation, spinoff,
reorganization, stock rights offering, liquidation, disaffiliation, or similar
event of or by the Company, unless otherwise provided in the Plan, any
consideration received by the Employee in respect thereof shall be subject to
the vesting rules applicable to the Restricted Stock and set forth in Section 2.

         6. Non-transferable. The Restricted Stock may not, at any time prior to
becoming vested in accordance with Section 2, be sold, assigned, alienated,
pledged, attached or otherwise transferred or encumbered (whether by operation
of law or otherwise) other than by will or by the applicable laws of descent and
distribution, and shall not be subject to execution, attachment




<PAGE>


                                                                              13



or similar process. At any time prior to becoming vested in accordance with
Section 2, any attempt to sell, assign, alienate, pledge, attach or otherwise
transfer or encumber the Restricted Stock or of any right or privilege conferred
hereby shall be null and void; provided that the designation of a beneficiary
shall not constitute a sale, assignment, alienation, pledge, attachment,
transfer or encumbrance.

         7. Withholding. Prior to delivery of the Shares pursuant to this
Agreement, the Company shall determine the amount of any United States federal,
state and local income tax, if any, which is required to be withheld under
applicable law and shall, as a condition of delivery of certificates
representing the Shares pursuant to this Agreement, collect from the Employee
the amount of any such tax to the extent not previously withheld.

         8. Rights of the Employee. Neither this Agreement nor the Restricted
Stock shall confer upon the Employee any right to, or guarantee of, continued
employment by the Company, or in any way limit the right of the Company to
terminate the employment of the Employee at any time, subject to the terms of
the Employment Agreement or similar agreement between the Company and the
Employee.

         9. Professional Advice. The acceptance of the Restricted Stock may have
consequences under federal and state tax and securities laws that may vary
depending upon the individual circumstances of the Employee. Accordingly, the
Employee acknowledges that the Employee has been advised to consult his or her
personal legal and tax advisor in connection with this Agreement and the
Restricted Stock.

         10. Agreement Subject to the Plan. This Agreement and the Restricted
Stock are subject to the terms and conditions set forth in the Plan, which terms
and conditions are incorporated herein by reference. A copy of the Plan
previously has been delivered to the Employee. In the event of a conflict
between any term or provision contained herein and a term or provision of the
Plan, the applicable terms and provisions of the Plan will govern and prevail.
This Agreement, the Employment Agreement and the Plan constitute the entire
understanding between the Company and the Employee with respect to the
Restricted Stock.

         11. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to its
conflict of laws principles, and shall bind and inure to the benefit of the
heirs, executors, personal representatives, successors and assigns of the
parties hereto.

         12. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered personally or when telecopied
(with confirmation of transmission received by the sender), three business days
after being sent by certified mail, postage prepaid, return receipt requested or
one business day after being delivered to a nationally recognized overnight
courier with next day delivery specified to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):




<PAGE>


                                                                              14



                  Company:         Sirius Satellite Radio Inc.
                                   1221 Avenue of the Americas
                                   36th Floor
                                   New York, New York 10020
                                   Attention:  General Counsel


                  Employee:        Mel Karmazin
                                   Address on file at the
                                   office of the Company

Notices sent by email or other electronic means not specifically authorized by
this Agreement shall not be effective for any purpose of this Agreement.

         13. Binding Effect. This Agreement has been duly executed and delivered
by the Company and constitutes the legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or transfer, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity.

         14. Amendment. The rights of the Employee hereunder may not be impaired
by any amendment, alteration, suspension, discontinuance or termination of the
Plan or this Agreement without the Employee's consent.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

                                SIRIUS SATELLITE RADIO INC.


                                By:
                                   ---------------------------------------------
                                   Patrick L. Donnelly
                                   Executive Vice President, General Counsel and
                                   Secretary


                                EMPLOYEE


                                By:
                                   ---------------------------------------------
                                   Mel Karmazin



Source: OneCLE Business Contracts.