X0202 4 2006-03-16 0 0001174527 CITADEL BROADCASTING CORP CDL 0001256139 ELLIS JUDITH A C/O CITADEL BROADCASTING CORPORATION 767 FIFTH AVENUE, 44TH FLOOR NEW YORK NY 10153 0 1 0 0 Chief Operating Officer Performance Shares 2006-03-16 4 A 0 100000 A 100000 D Consists of 100,000 shares of performance-vesting stock which vest and become freely transferable common stock, par value $0.01 per share (?Common Stock?) of Citadel Broadcasting Corporation (the ?Company?) in one-half installments annually, beginning on March 16, 2007, subject to Ms. Ellis?s continuous employment with the Company through the applicable vesting date and the Company?s attainment of certain performance objectives. The grant of performance shares is effective March 16, 2006, subject to shareholder approval of the utilization of certain performance objectives under the Company?s Amended and Restated 2002 Long Term Incentive Plan. Ms. Ellis is also the direct beneficial owner of 68,899 shares of Common Stock. /s/ Judith A. Ellis 2006-03-20