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Name and title: Joseph M. Titlebaum, executive vice president, general counsel and secretary Age: 41 The company: XM Satellite Radio is the first commercially available satellite radio service. It transmits more than 120 channels in digital sound, including 68 commercial-free music stations featuring a play list of 2 million titles and live music shows; channels for news, talk and entertainment; instant weather and traffic reports; and five 24-hour sports channels. The Washington-based XM has broadcast facilities in D.C., New York and Nashville, Tenn., and additional offices in Boca Raton, Fla.; Southfield, Mich.; and Yokohama, Japan. Incorporated in 1992 and launched in 2001, XM has approximately 500 employees, reported $92 million in fiscal year 2003 revenues and recently passed the 2 million milestone for subscribers. It is a wholly owned subsidiary of publicly traded XM Satellite Radio Holdings Inc. XM GC: A securities and finance attorney by training, Titlebaum spends the bulk of his time on corporate and financial matters, but he said that “to serve as general counsel, you can’t be a specialist.” He has significant input on “matters of strategic importance to the company, whether they be commercial arrangements, dispute resolutions or negotiating sensitive issues,” and he was responsible for the legal aspects of raising $2 billion in financing. XM has entered into equity partnerships with numerous corporations in complementary business sectors, including General Motors Corp., Honda Motor Co. Ltd., Nascar, Clear Channel Communications Inc. and various audio and electronics retailers and manufacturers. Titlebaum is involved in all such dealings. Royalty agreements are also a focus for the GC, who has entered into pacts with the Recording Industry Association of America and with music rights organizations such as ASCAP (American Society of Composers, Authors and Publishers) and BMI (Broadcast Music Inc). To the extent that there are legal issues, Titlebaum also works with XM’s research and development department. XM has submitted a joint venture application with Industry Canada (which sets Canadian telecommunications policies) to provide XM service north of the border. Titlebaum also has considered, and monitors, Mexico for future opportunities. Perhaps surprisingly, XM is proceeding with a venture in cooperation with its rival, Sirius Satellite Radio Inc. Titlebaum has been negotiating with his Sirius counterpart, Patrick Donnelly, on the development of interoperable radios with receivers that would be compatible with the signals of both competitors. These radios, he said, are “several years away from implementation and market availability.” Titlebaum’s domain includes litigation, but he said, “There is not any public litigation that we are party to at the moment.” He is not concerned with the specter of digital piracy or the illegal downloading of copyrighted material, noting that XM purchases music or is provided it for promotional purposes. The Federal Communications Commission’s (FCC) focus on indecency also is not an issue for him. He compares XM to HBO as a voluntary for-pay service and points out that its program guide notes off-color programs and that offending channels can be disabled by subscribers. Satellite insurance: Unique to his field, Titlebaum procures launch and in-orbit satellite insurance policies for XM’s pair of Boeing Co. geostationary satellites (“XM Rock” and “XM Roll”). The industry standard covers the launch of the “rocket,” the insertion of the satellite into its intended orbital slot and the life of the satellite in that slot for a specific period of time. Afterward, in-orbit policies are procured to cover continued use. XM is awaiting FCC approval to launch its third satellite in the fall. Titlebaum is central to the process, although he does not interact directly with the commissioners, “because these are not matters of much controversy.” Legal team: Titlebaum fields a nine-member team, four of whom are lawyers. Rebecca Hanson, his deputy, is an expert in commercial contracts and the entertainment industry. Lon Levin focuses on FCC matters and government affairs activities. Alan Kimber plays an integral role in commercial contracts and revisits XM’s arrangements with various retailers. Titlebaum also employs some consultants, particularly on matters relating to satellites. The bulk of the legal work is performed in-house, but Titlebaum turns to three firms when outside counsel is called for. Washington’s Hogan & Hartson handles the corporate, capital markets and securities financing realms and assists on Sarbanes-Oxley matters, “in light of the shifting sands of SEC requirements and Nasdaq rules.” Shaw Pittman of Washington is involved in FCC matters, procurement of satellites and technology, contracts and intellectual property. New York-based Fish & Neave works on patent prosecution and assessing others’ patents as they pertain to XM. Route to the top: Titlebaum, a Boston native, graduated from Columbia University in 1985 and attained his law degree, in 1989, from Harvard Law School. His career began with a nine-year stint in the New York and Tokyo offices of Cleary, Gottlieb, Steen & Hamilton. Specializing in telecommunications, Titlebaum achieved expertise in joint ventures, financing transactions and mergers and acquisitions. A client in the fledgling satellite radio industry served as his entr�e into the field. Titlebaum was tapped by American Mobile Satellite to help in the establishment of a joint venture that resulted in the formation of XM. He worked on the deal’s financing and participated in the bidding for the FCC satellite digital audio radio service license. XM won, decided to staff the company and Hugh Panero, its president and chief executive officer, hired Titlebaum in 1998 as general counsel. Said the new GC, “I have never looked back.” Three “pinch yourself” moments highlight Titlebaum’s XM experience: when he first walked into its state-of-the-art broadcast facility (and recalled that the company started with 12 people in a basement office); when XM finally launched and he saw its first ad, following a delay caused by the Sept. 11, 2001, disaster; and when XM passed the 2 million customer mark. Personal: Titlebaum and his wife Julie Mack are the parents of Benjamin, 7 1/2, Aaron, 4, and Eve, 1. Last book and movie: Goodnight Moon, by Margaret Wise Brown and Clement Hurd, and Master and Commander: The Far Side of the World.

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