X0202 4 2006-03-14 0001091530 XM SATELLITE RADIO HOLDINGS INC XMSR 0001268614 TITLEBAUM JOSEPH M C/O XM SATELLITE RADIO 1500 ECKINGTON PLACE, N.E. WASHINGTON DC 20002 0 1 0 0 General Counsel, Secretary Class A Common Stock 2006-03-14 4 A 0 40000 0 A 94254 D The restricted stock vests in three equal annual installments beginning on March 14, 2007. The Reporting Person has also agreed that other than to fund tax payments, vested shares may not be sold until the first to occur of: (i) the average closing price of the Class A common stock over a seven trading day period equaling or exceeding $30, or (ii) seven years having elapsed since the date of grant. Excludes 380,000 shares underlying vested and unvested stock options held by the Reporting Person. Joseph M. Titlebaum, attorney-in-fact 2006-03-16