X0202 4/A 2005-10-25 2005-10-27 0 0001174527 CITADEL BROADCASTING CORP CDL 0001237987 SULEMAN FARID C/O FORSTMANN LITTLE & CO. 767 FIFTH AVENUE, 44TH FLOOR NEW YORK NY 10153 1 1 0 0 Chief Executive Officer Performance Shares 2005-10-25 4 A 0 1250000 A 2381994 D The vesting terms of the grant of 1,250,000 shares of restricted stock dated October 25, 2005 have been modified effective March 16, 2006, subject to shareholder approval of the utilization of certain performance objectives under the Citadel Broadcasting Corporation (the ?Company?) Amended and Restated 2002 Long Term Incentive Plan. As modified, the performance shares will vest and become non-restricted common stock of the Company, par value $0.01 per share, in one-third installments annually, beginning on March 16, 2007, subject to Mr. Suleman?s continuous employment with the Company through the applicable vesting date and the Company?s attainment of certain performance objectives. Mr. Suleman is also the direct beneficial owner of 592,074 shares of Common Stock. He also holds 20,000 shares of Common Stock as custodian for his son under the Uniform Gift to Minors; Mr. Suleman disclaims beneficial ownership of these shares. Subject to shareholder approval, Mr. Suleman is also the beneficial owner of 2,686,006 restricted stock units. /s/ Farid Suleman 2006-03-20