X0303 4 2008-07-28 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 Gen.Counsel & Secretary Class A common stock 2008-07-28 4 D 0 190754 D 0 D Employee stock option (right to buy) 12.00 2008-07-28 4 D 0 50000 D 1999-10-08 Class A common stock 50000 0 D Employee stock option (right to buy) 18.6875 2008-07-28 4 D 0 40000 D 2011-01-11 Class A common stock 40000 0 D Employee stock option (right to buy) 14.99 2008-07-28 4 D 0 40000 D 2012-01-16 Class A common stock 40000 0 D Employee stock option (right to buy) 5.34 2008-07-28 4 D 0 150000 D 2013-03-20 Class A common stock 150000 0 D Employee stock option (right to buy) 22.00 2008-07-28 4 D 0 100000 D 2014-02-18 Class A common stock 100000 0 D Disposed of pursuant to merger agreement between issuer and Sirius Satellite Radio Inc. in exchange for 877,468 shares of Sirius common stock having a market value of $1.88 per share on the effective date of the merger. This option, which provided for vesting in three equal annual installments beginning October 8, 2000, was assumed by Sirius in the merger and replaced with an option to purchase 230,000 shares of Sirius common stock for $2.61 per share. This option, which provided for vesting in three equal annual installments beginning January 11, 2002, was assumed by Sirius in the merger and replaced with an option to purchase 184,000 shares of Sirius common stock for $4.07 per share. This option, which provided for vesting in three equal annual installments beginning January 16, 2003, was assumed by Sirius in the merger and replaced with an option to purchase 184,000 shares of Sirius common stock for $3.26 per share. This option, which provided for vesting in three equal annual installments beginning March 20, 2004, was assumed by Sirius in the merger and replaced with an option to purchase 690,000 shares of Sirius common stock for $1.17 per share. This option, which provided for vesting in three equal annual installments beginning February 18, 2005, was assumed by Sirius in the merger and replaced with an option to purchase 460,000 shares of Sirius common stock for $4.79 per share. /s/ Joseph M. Titlebaum, Attorney-in-fact 2008-07-30