To our Stockholders:

      You are cordially invited to attend the Annual Meeting of Stockholders of SunCom Wireless Holdings, Inc. to be held at our Corporate Headquarters, 1100 Cassatt Road, Berwyn, Pennsylvania 19312, on Wednesday, May 3, 2006, at 8:30 a.m., local time.

      The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement explain the matters to be voted on at the meeting.

      Please read the enclosed Notice of Annual Meeting and Proxy Statement so that you will be informed about the business to come before the meeting. Your vote is important, regardless of the number of shares you own. On behalf of the Board of Directors, I urge you to mark, sign and return the enclosed proxy card, even if you plan to attend the Annual Meeting.

Berwyn, Pennsylvania

April 3, 2006

SUNCOM WIRELESS HOLDINGS, INC.

1100 Cassatt Road

Berwyn, Pennsylvania 19312

(610) 651-5900

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 3, 2006

To the Stockholders of SunCom Wireless Holdings, Inc.:

      The Annual Meeting of the holders of Class A common stock of SunCom Wireless Holdings, Inc. will be held at our Corporate Headquarters, 1100 Cassatt Road, Berwyn, Pennsylvania 19312, on Wednesday, May 3, 2006, at 8:30 a.m., local time, for the following purposes:

      The Board of Directors has fixed March 8, 2006 as the record date for the Annual Meeting with respect to this solicitation. Only holders of record of Class A common stock at the close of business on that date are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof as set forth in the Proxy Statement.

      This Proxy Statement, the proxy card and our Annual Report to Stockholders are being mailed to stockholders on or about April 3, 2006.

Berwyn, Pennsylvania

April 3, 2006

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE AS PROMPTLY AS POSSIBLE. AS SPECIFIED IN THE ENCLOSED PROXY STATEMENT, A STOCKHOLDER MAY REVOKE A PROXY AT ANY TIME PRIOR TO ITS USE.

SUNCOM WIRELESS HOLDINGS, INC.

1100 Cassatt Road

Berwyn, Pennsylvania 19312

(610) 651-5900

PROXY STATEMENT

2006 Annual Meeting of Stockholders

Solicitation of Proxies

      The Board of Directors of SunCom Wireless Holdings, Inc. is furnishing this Proxy Statement to solicit proxies for use at our 2006 Annual Meeting of Stockholders to be held on Wednesday, May 3, 2006, at 8:30 a.m., local time, at SunCom’s Corporate Headquarters, 1100 Cassatt Road, Berwyn, Pennsylvania 19312, and at any adjournment of the meeting. Each valid proxy received in time will be voted at the meeting according to the choices specified, if any. A proxy may be revoked at any time before the proxy is voted as outlined below.

      This Proxy Statement and the enclosed proxy card are being first sent for delivery to stockholders of SunCom on or about April 3, 2006.

      The shares of Class A common stock represented by valid proxies we receive in time for the Annual Meeting will be voted as specified in such proxies. Valid proxies include all properly executed written proxy cards not later revoked. Voting your proxy by mail will not limit your right to vote at the Annual Meeting if you later decide to attend in person. Executed but unvoted proxies will be voted:

      If any other matters properly come before the Annual Meeting, the persons named on the enclosed proxy card will, unless the stockholder otherwise specifies in the proxy, vote upon such matters in accordance with their best judgment.

Voting Securities

      We have one outstanding class of voting securities, our Class A common stock, par value $0.01 per share. As of March 8, 2006, there were 62,690,171 shares of Class A common stock outstanding. Only holders of record of shares of Class A common stock at the close of business on March 8, 2006, which the Board of Directors has fixed as the record date, are entitled to vote at the Annual Meeting.

      Each share of Class A common stock is entitled to one vote. The presence in person or by proxy of holders of record of a majority of the shares entitled to vote generally will constitute a quorum for the transaction of business at the Annual Meeting. The Class I directors are elected by a plurality vote of all votes cast at the Annual Meeting. The affirmative vote of a majority of the votes entitled to be cast by the issued and outstanding Class A common stock present at the Annual Meeting in person or by proxy, and entitled to vote, is required for the ratification of the appointment of independent auditors. For the approval of the amendment of the Stock and Incentive Plan, the affirmative vote of a majority of the votes present in person or by proxy is required, provided that the total vote cast on the proposal represents over 50% of all shares entitled to vote on the proposal.

      Stockholders may:

      (i) cast their votes in favor of the election of the Class I directors, the amendment of the Stock and Incentive Plan or the ratification of the appointment of the independent registered public accounting firm;

      (ii) withhold authority to vote for one or more director nominees; or

      (iii) vote against the amendment of the Stock and Incentive Plan or the ratification of the appointment of our independent registered public accounting firm.

      Stockholders withholding authority or voting against any or all proposals will be deemed present at the Annual Meeting for the purpose of determining whether a quorum has been constituted and will count in the calculation of the number of votes entitled to be cast by the issued and outstanding Class A common stock present at the Annual Meeting and entitled to vote. A “broker non-vote” occurs when a nominee of a beneficial owner with the power to vote on at least one matter does not vote on another matter because the nominee does not have the discretionary voting power and has not received instructions from the beneficial owner with respect to such matter. Broker non-votes are deemed present for the purpose of determining whether a quorum has been constituted, have the effect of votes to withhold authority in connection with the election of directors, and have the effect of a vote against the ratification of the appointment of the independent registered public accounting firm. Also, the New York Stock Exchange precludes its member organizations from giving a proxy to vote on equity compensation plans unless the beneficial owner of the shares has given voting instructions. Accordingly, with respect to approval of the amendment of the Stock and Incentive Plan, brokers who are New York Stock Exchange members do not have discretionary authority to vote shares for beneficial owners who do not provide instructions. In addition, under the New York Stock Exchange rules, approval of the amendment of the Stock and Incentive Plan requires approval by a majority of votes cast on each proposal, provided that the total vote cast on each proposal represent over 50% in interest of all securities entitled to vote on such proposal. The New York Stock Exchange takes the position that a broker-non-vote is not a “vote cast” with respect to approval of the amendment of the Stock and Incentive Plan. Accordingly, broker-non-votes have to be subtracted when determining whether the 50% in interest test has been met with respect to such proposal.

Voting by Proxy

      To vote by proxy, you must complete, sign and date the accompanying proxy card. If a stockholder is a corporation or a partnership, a duly authorized person must sign the accompanying proxy card in the full corporate or partnership name. If the proxy card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, the signer’s full title must be given and a certificate or other evidence of appointment must be furnished. If shares are owned jointly, each joint owner must sign the proxy card.

      Any proxy duly given pursuant to this solicitation may be revoked by the stockholder at any time prior to the voting of the proxy (i) by written notice to the Corporate Secretary at our Corporate Headquarters, 1100 Cassatt Road, Berwyn, Pennsylvania 19312, (ii) by a later-dated proxy signed and returned by mail before the Annual Meeting, or (iii) by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy.

      If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your bank or brokerage firm provides you. Many banks and brokerage firms offer the option of voting over the Internet or by telephone, instructions for which would be provided by your bank or brokerage firm on your vote instruction form. Under the rules of the New York Stock Exchange, if you do not give instructions to your bank or brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items, but it will not be allowed to vote your shares with respect to certain “non-discretionary” items. In the case of non-discretionary items, for which no instructions are received, such shares will be treated as broker non-votes and will have the effect discussed above under “Voting Securities.”

ELECTION OF CLASS I DIRECTORS

(Proposal No. 1)

      The Board of Directors presently consists of seven members. Our Second Restated Certificate of Incorporation provides that the Board of Directors will be divided into three classes, as nearly equal in number as possible. As a result of the recent resignation of David N. Watson from the Board of Directors, the Nominating/ Corporate Governance Committee has been actively seeking a new director to replace Mr. Watson as a Class II director. However, as of the date of this Proxy Statement, the Nominating/ Corporate Governance Committee has not found a suitable candidate to fill this vacancy. In the event the Nominating/ Corporate Governance Committee does not locate a suitable candidate, SunCom expects that the Board of Directors would be reconstituted so that one of the Class III directors would become a Class II director. Each director serves a three-year term, and one class is elected at each year’s annual meeting of stockholders. The term of the Class I directors will expire at the 2009 Annual Meeting, the term of the Class II directors will expire at the 2007 Annual Meeting, and the term of the Class III directors will expire at the 2008 Annual Meeting, with the members of each class to hold office until their successors are elected and qualified. At each annual meeting of stockholders, the successors to the class of directors whose term expires at that annual meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified.

      Because the term of the Class I directors expires this year, stockholders will vote upon the election of three Class I directors at the Annual Meeting. The Nominating Committee of the Board of Directors has nominated Scott I. Anderson, Arnold L. Chavkin and Arnold Sheiffer to serve as Class I directors.

      Unless otherwise directed in the proxy, the persons named in the enclosed proxy, or the persons’ substitute, will vote the proxy for the election of the nominees identified below as Class I directors for a three-year term and until their respective successors are elected and qualified. The Board of Directors knows of no reason why any nominee for director would be unable to serve as director. If, at the time of the Annual Meeting, any of the nominees is unable or unwilling to serve as a director of SunCom, the persons named in the proxy intend to vote for such substitutes as may be nominated by the Nominating/ Corporate Governance Committee.

      Michael E. Kalogris has served as Chairman of the Board of Directors and as Chief Executive Officer of SunCom since its inception. Mr. Kalogris was previously the Chairman of Triton Cellular Partners, L.P., which specialized in acquiring and operating rural cellular properties. The assets of Triton

Cellular Partners, L.P. were sold in 2000 for approximately $1.24 billion. Prior to Triton Cellular Partners, L.P., Mr. Kalogris was President and Chief Executive Officer of Horizon Cellular Group, which he joined on October 1, 1991. Under Mr. Kalogris’ leadership, Horizon Cellular Group became the fifth-largest independent cellular company in the United States, specializing in suburban markets and small cities encompassing approximately 3.2 million potential customers and was sold for approximately $575.0 million. Prior to joining Horizon Cellular Group, Mr. Kalogris served as President and Chief Executive Officer of Metrophone, a cellular carrier in Philadelphia, the nation’s fifth-largest market. Mr. Kalogris is a member of the board of directors of the Cellular Telecommunications Industry Association and serves on its Executive Committee. He is also a member of the advisory board of Waller Capital Media Partners and the board of directors of Paoli Hospital.

      Rohit M. Desai has served as a Director of SunCom since May 2002. Mr. Desai has been Chairman of the Board and President of Desai Capital Management Incorporated, a registered investment advisor, since 1984. He also serves as a director of Finlay Enterprises, Inc., Sitel Corporation and Independence Community Bank.

      Scott I. Anderson has served as a Director of SunCom since February 1998. He is currently a member of the board of directors of Wireless Facilities, Inc., an observer to the board of directors of Telephia, Inc. and a principal of Cedar Grove Partners, LLC and Cedar Grove Investments. He was a director of TeleCorp PCS until its merger into AT&T Wireless Services, Inc. in February 2002, and an observer to the Board of Callvision, Inc. until its merger with Verisign, Inc. in January 2006. Mr. Anderson was previously Senior Vice President for Acquisitions and Development at AT&T Wireless Services, Inc., formerly McCaw Cellular Communications, Inc., which he joined in 1986, and a director of Horizon Cellular Group.

      Arnold L. Chavkin has served as a Director of SunCom since February 1998. Mr. Chavkin was previously a member of the advisory board of Triton Cellular Partners, L.P. and is currently a director of Brand Services, Inc., Crown Media Holdings, Inc., Encore Acquisition Company, Latigo Petroleum, Inc., Jetro JMDH Holdings, Inc., Noble Environmental Power, LLC and Vexco International Limited. Mr. Chavkin is the Chief Investment Officer in the New York office of J.P. Morgan Partners, LLC (formerly Chase Capital Partners). He participates in the general management of the firm, as well as having specific responsibility for overseeing the International and Industrial Growth activities and certain other investment focus areas for J.P. Morgan Partners, LLC. Prior to joining Chase Capital Partners, he was a member of Chemical Bank’s merchant banking group and a generalist in its corporate finance group specializing in mergers and acquisitions and private placements for the energy industry.

      Mathias J. DeVito has served as a Director of SunCom since August 2003. Mr. DeVito was Chairman Emeritus of The Rouse Company until its acquisition by General Growth Property in November 2004. The Rouse Company owned and operated office and industrial buildings and large scale community developments across the United States. Mr. DeVito joined The Rouse Company as Senior Vice President and General Counsel in 1970, in that same year, he became Executive Vice President and Chief Operations Officer. In 1973, he was elected President, and in 1979, he was elected Chief Executive Officer of The Rouse Company. In 1984, he assumed the additional post of Chairman of the Board. In 1995, Mr. DeVito retired as the Chief Executive Officer, and in 1997, he stepped down as the Chairman of the Board of The Rouse Company. Prior to joining the Rouse Company, Mr. DeVito was the Assistant Attorney General of Maryland from 1963 through 1964 and a partner in the law firm of Piper & Marbury, now known as DLA Piper Rudnick Gray Cary, from 1965 through 1970. Mr. DeVito also serves as a director of Mars Super Markets and Sitel Corporation, and is Chairman of the Advisory Boards of certain investment funds affiliated with Desai Capital Management. He is also a member of the Board of Trustees of the Maryland Institute, College of Art and of the Adirondack Museum.

      Eric Haskell has served as a Director of SunCom since November 2003 and as Interim Chief Financial Officer since December 2005. In 2004, Mr. Haskell retired as Executive Vice President and Chief Financial Officer of Systems & Computer Technology Corporation (SCT) where he served since 1989. SCT, now a wholly owned subsidiary of Sungard Data Systems, is a global provider of technology

solutions for colleges and universities. Prior to joining SCT in 1989 as Vice President and Chief Financial Officer, he was Chief Financial Officer for Williams Holdings, Inc., which he joined in 1986 and Transamerica Delaval which he joined in 1976. Mr. Haskell previously was a manager with Ernst & Ernst, now known as Ernst & Young. He also serves as a director of Metropolitan Health Networks, Inc., eMoneyadvisor and the Philadelphia Ronald McDonald House.

      Arnold Sheiffer has served as a Director of SunCom since May 2004. Mr. Sheiffer was the Chairman of Petry Media Corporation from 2001 through 2004. Prior to joining Petry Media Corporation, Mr. Sheiffer served as a Managing Director of Sandler Capital Management in 2000, Chairman and Chief Executive Officer of SmartRoute Systems, Inc. from 1999 through 2000 and Chief Financial Officer and Chief Operating Officer of Katz Media from 1990 through 1994. He also serves as a director of GoldenTree Asset Management, James Cable and Interep National Radio Sales.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

Security Ownership of Management and Certain Beneficial Owners

      The following table sets forth, as of March 8, 2006, the number of shares of Class A common stock beneficially owned by (i) each current director, (ii) each director nominee, (iii) each executive officer named in the Summary Compensation Table on page 16 of this proxy statement, (iv) all current directors and executive officers as a group, and (iv) each of SunCom’s stockholders who, based on SunCom’s records, was known to SunCom to be the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 5% of the Class A common stock.

Board of Directors

      The Board of Directors met ten times in 2005. All of the members of the Board of Directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which they served.

      The Board of Directors has affirmatively determined that each of Messrs. Anderson, Chavkin, Desai, DeVito and Sheiffer have no relationship with SunCom that would interfere with the exercise of such director’s independence from SunCom and its management and meets all other criteria of independence under the listing standards of the New York Stock Exchange. In accordance with the listing standards of the New York Stock Exchange, the Board examined relevant facts and circumstances of transactions and relationships between SunCom or its management and directors or their affiliates and among directors and their affiliates, including the fact that Mr. Anderson is a director of certain companies that transact business with SunCom and those relationships reported under “Certain Relationships and Related Transactions.” The Board also considered shares beneficially owned by each of the directors, as set forth under “Security Ownership of Management and Certain Beneficial Owners,” although the Board generally believes that stock ownership tends to further align a director’s interests with those of SunCom’s other stockholders. The purpose of this review was to determine whether any such transactions or relationships were inconsistent with a determination that the director is independent.

      Each director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of his duties, including by attending the annual meeting of stockholders, the Board of Directors and the Committees of the Board of Directors of which he is a member. All seven current members of the Board of Directors attended the 2005 Annual Meeting.

      SunCom’s independent directors regularly meet in executive session as required by the rules of the New York Stock Exchange. The presiding director at these “executive session” meetings rotates among the independent directors in alphabetical order.

Stockholder Communications

      Any stockholder may communicate with the Board of Directors and its committees. The Board of Directors has established the following system to receive, track and respond to communications from stockholders addressed to SunCom’s Board of Directors, its committees and its members.

      Any stockholder may address his or her communication to the Board of Directors, the independent directors, a committee of the Board or an individual Board member by sending a communication addressed to the recipient group or individual, care of SunCom Wireless Holdings, Inc. Corporate Secretary, 1100 Cassatt Road, Berwyn, Pennsylvania 19312. Depending on the subject matter of the communication, it may be forwarded to the director(s) to whom it is addressed, handled directly by management, or not forwarded if it is primarily commercial in nature, if it relates to an improper or

irrelevant topics or if it requires investigation to verify its content. Communications regarding accounting, internal controls over financial reporting or auditing matters will be delivered to and reviewed by the Audit Committee.

      In addition, stockholders who prefer to send communications to the Board of Directors and its committees via e-mail can send the communication to bod@suncom.com. In addition to the Corporate Secretary, each board member has access to this e-mail address to review communications sent by stockholders of SunCom.

Code of Conduct

      SunCom has a Professional and Business Code of Conduct, which covers all directors, officers and employees. A copy of this code of conduct is available on SunCom’s website, at www.suncomwireless.net, or a printed copy can be obtained by writing to SunCom Wireless Holdings, Inc., Corporate Secretary, 1100 Cassatt Road, Berwyn, Pennsylvania 19312.

      SunCom has also adopted a Code of Ethics for Senior Financial Officers, which applies to our chief executive officer, our chief financial officer and our principal accounting officer and controller. A copy of this code of ethics is available on SunCom’s website, at www.suncomwireless.net, or a printed copy can be obtained by writing to SunCom Wireless Holdings, Inc., Corporate Secretary, 1100 Cassatt Road, Berwyn, Pennsylvania 19312. Any amendments to this code of ethics, as well as any waivers that are required to be disclosed under the rules of the Securities and Exchange Commission or the New York Stock Exchange, will be posted on SunCom’s website.

Corporate Governance Guidelines

      The Board of Directors has adopted Corporate Governance Guidelines that cover areas such as director responsibilities and qualifications, management succession and Board committees. A copy of our Corporate Governance Guidelines is available on SunCom’s website, at www.suncomwireless.net, or a printed copy can be obtained by writing to SunCom Wireless Holdings, Inc., Corporate Secretary, 1100 Cassatt Road, Berwyn, Pennsylvania 19312.

Audit Committee of the Board of Directors

      General

      The Audit Committee met seven times in 2005. The current members of the Audit Committee are Mr. Anderson, as chairman, Mr. DeVito and Mr. Sheiffer. Each member of the Audit Committee has been found by the Board of Directors to have no relationship with SunCom that would interfere with the exercise of their independence from SunCom and its management, and meets all other criteria of independence under the listing standards of the New York Stock Exchange and Rule 10A-3 promulgated by the Securities and Exchange Commission. The Board of Directors has determined that Arnold Sheiffer qualifies as an audit committee financial expert, as defined by Securities and Exchange Commission rules.

      The functions of the Audit Committee include: appointment of SunCom’s independent registered public accounting firm; reviewing SunCom’s financial statements on a quarterly basis; reviewing with the independent registered public accounting firm and SunCom’s internal auditors their annual audit plans; reviewing management’s plans for engaging the independent registered public accounting firm to perform management advisory services; discussing with management, the independent registered public accounting firm and the internal auditors the adequacy of SunCom’s internal controls and financial reporting process; monitoring significant accounting and reporting issues; and monitoring compliance with SunCom’s policies relating to ethics and conflicts of interest. Both our independent registered public accounting firm and our internal auditors have unrestricted access to the Audit Committee, including the opportunity to meet with the Audit Committee alone.

      The Audit Committee utilizes a policy pursuant to which the audit, audit-related and permissible non-audit services to be performed by the independent registered public accounting firm are pre-approved prior

to the engagement to perform such services. Prior to the Audit Committee’s regular meeting in May of each year, the independent registered public accounting firm will submit engagement letters and proposed fees for annual audit services to be performed that year. Pre-approval for other audit and permitted non-audit services is generally provided on an quarterly basis, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. In accordance with this pre-approval policy, the independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm and the fees for the services performed to date. The Audit Committee has delegated its pre-approval authority to the Chairman of the Audit Committee, and any approvals made pursuant to this delegated authority will be reported to the Audit Committee at its next meeting.

      Audit Committee Report

      The Audit Committee operates under a written charter adopted by the SunCom Board of Directors, a copy of which is available on SunCom’s website, at www.suncomwireless.net.

      Management is responsible for SunCom’s internal control over financial reporting and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of SunCom’s consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

      In this context, the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement of Auditing Standards No. 61, as amended (Communication with Audit Committees).

      SunCom’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committee), and the Audit Committee discussed with the independent registered public accounting firm such firm’s independence.

      Based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements and management’s assessment of internal controls over financial reporting in SunCom’s Annual Report on Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission.

      The Audit Committee has considered whether the provision by PricewaterhouseCoopers LLP of non-audit services to SunCom is compatible with maintaining the independence of PricewaterhouseCoopers LLP and determined that the provision of such services by PricewaterhouseCoopers LLP was compatible with maintaining PricewaterhouseCoopers LLP’s independence. The Audit Committee has approved PricewaterhouseCoopers LLP as SunCom’s independent registered public accounting firm for the fiscal year ending December 31, 2006.

      Audit Fees

      The aggregate audit fees billed for professional services rendered by PricewaterhouseCoopers LLP were $1,085,100 and $859,400 in 2004 and 2005, respectively. The fees incurred in 2004 were comprised of $1,038,600 of billings for the audit of SunCom’s annual financial statements and internal control over

financial reporting and the reviews of SunCom’s quarterly financial statements and $46,500 of billings for services provided in connection with documents filed with the Securities and Exchange Commission. The fees incurred in 2005 were comprised of $847,500 of billings for the audit of SunCom’s annual financial statements and internal control over financial reporting, the reviews of SunCom’s quarterly financial statements and the audit of required statutory financial statements and $11,900 of billings for services provided in connection with documents filed with the Securities and Exchange Commission.

      Audit-Related Fees

      The aggregate fees billed for audit-related services rendered by PricewaterhouseCoopers LLP were $413,335 and $96,000 in 2004 and 2005, respectively. The fees incurred in 2004 were for the audit of a business acquired in 2004 and the audit of SunCom’s 401(k) plan. The fees incurred in 2005 related to an asset sale and due diligence audit workpaper review.

      Tax Fees

      PricewaterhouseCoopers LLP did not provide tax services to SunCom in either 2004 or 2005.

      All Other Fees

      The aggregate fees billed by PricewaterhouseCoopers LLP for services other than those described above under “Audit Fees” and “Audit-Related Fees” were $15,000 and $3,000 in 2004 and 2005, respectively. The fees in 2004 were incurred for a workforce benchmarking report. The fees in 2005 were incurred for the licensing of a proprietary on-line accounting research library.

      None of the non-audit services provided by PricewaterhouseCoopers LLP in 2004 or 2005 were pre-approved pursuant to the “de minimis” exception provided in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended.

Nominating/ Corporate Governance Committee of the Board of Directors

      The Nominating/ Corporate Governance Committee met five times in 2005. The members of the Nominating/ Corporate Governance Committee are Mr. Desai, as chairman, Mr. Chavkin and Mr. Anderson, each of whom is independent, as defined by the current listing standards of the New York Stock Exchange. The Nominating/ Corporate Governance Committee operates pursuant to a written charter, a copy of which is available at on SunCom’s website, at www.suncomwireless.net.

      The functions of the Nominating/ Corporate Governance Committee include considering candidates to serve as members of the Board of Directors and nominating qualified persons for election at the annual meeting of stockholders. The Nominating/ Corporate Governance Committee will consider nominees recommended by stockholders who follow the procedures set forth in SunCom’s bylaws. For more information, see “Submission of Stockholder Proposals” below. The Nominating/ Corporate Governance Committee will identify individuals qualified to become members of the Board of Directors and recommend candidates to fill new or vacant positions. In recommending such candidates, the Nominating/ Corporate Governance Committee will consider such factors as it deems appropriate to assist in developing a Board of Directors and committees that are diverse in nature and comprised of experienced and seasoned advisors. These factors may include judgment, skill, diversity (including factors such as race, gender or experience), integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board of Directors and any committees of the Board of Directors. All potential director candidates, regardless of source, are reviewed under the same process.

      To date, no stockholder or group of stockholders owning more than 5% of SunCom’s Class A common stock for at least one year has put forth any director nominees. The Nominating/ Corporate Governance Committee, however, is responsible for considering and making recommendations to the Board concerning director nominees by stockholders. Stockholders wishing to nominate a director should follow SunCom’s nominating process set forth above and more fully described in SunCom’s bylaws. The

Nominating/ Corporate Governance Committee would evaluate director nominees proposed by stockholders in the same manner that all director nominees are evaluated.

Compensation Committee of the Board of Directors

      General

      The Compensation Committee met six times in 2005. The members of the Compensation Committee are Mr. Chavkin, as chairman, Mr. Desai, Mr. DeVito and Mr. Sheiffer, each of whom is independent, as defined by the current listing standards of the New York Stock Exchange. The Compensation Committee operates pursuant to a written charter, a copy of which is available on SunCom’s website, at www.suncomwireless.net.

      The functions of the Compensation Committee include: overseeing the administration of SunCom’s compensation policies and practices; establishing and administering the compensation plans of members of senior management and authorizing any adjustments thereto; administering SunCom’s Stock and Incentive Plan and authorizing all awards granted thereunder; and reporting annually to the stockholders of SunCom on matters concerning the compensation of executives of SunCom.

      Compensation Committee Report on Executive Compensation

      The Compensation Committee consists of four non-employee directors. The Compensation Committee regularly reviews SunCom’s executive compensation policies and practices and establishes the salaries of executive officers.

      Executive Compensation Policy. The Compensation Committee’s executive compensation policy is founded on principles that guide SunCom in establishing all of its compensation programs. SunCom designs compensation programs to attract, retain and motivate highly talented individuals at all levels of the organization. In addition, the programs are designed to be cost-effective and to treat all employees fairly. To that end, all programs, including those for executive officers, share these characteristics:

      The Compensation Committee believes that SunCom’s executive compensation program reflects the principles described above and provides executives strong incentives to maximize SunCom’s performance and, therefore, enhance stockholder value. The program consists of both annual and long-term components. The Compensation Committee believes that the executive compensation program should be considered as a whole in order to properly assess whether it is attaining its objectives.

      In establishing total compensation, the Compensation Committee considers various measures of SunCom’s historical and projected performance, including revenues, operating results, new market launches, meeting network build-out schedules and cost budgets and implementation of information technology services. This data forms the basis for the Compensation Committee’s assessment of the overall performance and prospects of SunCom that underpin the Compensation Committee’s judgment in establishing total compensation ranges.

      SunCom also retains independent compensation and benefits consultants to assist in evaluating executive compensation programs. The use of independent consultants is intended to provide additional assurance that SunCom’s programs are reasonable and appropriate to SunCom’s objectives.

      Components to Executive Compensation.

        Base salaries and cash bonuses are determined with reference to SunCom and individual performance for the previous year, internal relativity and market conditions, including pay at wireless communications companies of like size and stature to SunCom and general inflationary trends. Assessment of individual performance includes considerations of a person’s impact on financial performance as well as judgment, creativity, effectiveness in developing subordinates and a diverse organization and contributions to improvement in the quality of SunCom’s products, services and operations.

        Cash bonuses are generally paid based on predetermined annual goals. For 2005, these goals included company performance against predetermined company operating metrics (such as net subscriber additions and Adjusted EBITDA (net loss plus net interest expense, income taxes, depreciation and asset disposal, amortization adjusted for other expense and non-cash compensation)). Executive bonuses for 2005 were determined in accordance with these standards and with consideration for the operational difficulties associated with the integration of new markets.

        SunCom also maintains a retention program. Under that program, executive officers other than the Chief Executive Officer, who is a long-term employee of the Company, have entered into Executive Retention Bonus Agreements. The Executive Retention Bonus Agreements were designed to enhance SunCom’s ability to retain valuable executive employees and to align those employees’ long-term interests with the long-term interests of SunCom. Under these agreements, the covered executives may be entitled to receive specified bonus payments over a three or four-year period ending in 2006 and 2007, provided, the individual executive remains employed with the company, the executive’s performance satisfies applicable standards and the executive agrees to restrictions on the disposition of their SunCom stock. The restrictions related to the disposition of SunCom stock generally prohibit the sale of stock for less than a specified price, except in certain limited circumstances.

        As noted above, SunCom uses the data from companies of like size and stature, as well as other market data to test for reasonableness and competitiveness of its base salaries and bonuses. The Compensation Committee also exercises subjective judgment in view of SunCom’s compensation objectives.

      Chief Executive Officer Compensation. Mr. Kalogris’ employment agreement was renewed effective as of December 30, 2005, and the executive compensation policy described above was applied in establishing the 2005 compensation for Mr. Kalogris, with the basic compensation levels determined

pursuant to his employment agreement. Mr. Kalogris participated in the same executive compensation plans available to SunCom’s other executives.

      In 2005, Mr. Kalogris had a base salary of $453,200. Mr. Kalogris’ bonus was primarily based on established goals. For 2005, these goals included company performance against predetermined company operating metrics (such as net subscriber additions and Adjusted EBITDA). Based upon SunCom’s performance versus predetermined business objectives and with consideration for the operational difficulties associated with the integration of new markets, the Compensation Committee determined that Mr. Kalogris earned an annual cash bonus of $254,925 in 2005. In 2005, Mr. Kalogris also received a restricted stock grant of 227,500 shares, which vest 100% in 2008. This stock grant was based primarily upon an analysis of equity awards made at companies of like size and industry. In addition, in 2006, the employment agreement previously entered into with Mr. Kalogris was scheduled to expire. In consideration of his past performance and the performance of SunCom, Mr. Kalogris and SunCom entered into an extension of Mr. Kalogris’ employment agreement in 2005. In connection with the execution of that extension, Mr. Kalogris received a contractual payment subject to forfeiture of $500,000. A portion of this payment may be forfeited should Mr. Kalogris terminate his employment prior to the expiration of his employment agreement in certain circumstances.

      Tax Deductibility Considerations. Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain executive officers named in this proxy statement, unless certain requirements are met. It is the present intention of the Compensation Committee to preserve the deductibility of compensation under Section 162(m) to the extent the Compensation Committee believes that doing so would be consistent with the best interests of stockholders.

Compensation of Directors

      Non-employee members of the Board of Directors receive compensation of $15,000 per year, plus $2,500 for each meeting they attend in person or telephonically if scheduled as a conference call or $1,000 for each scheduled in-person meeting they participate in via conference call. Non-employee directors also receive compensation of $10,000 per year for each committee on which they serve, plus $1,750 for each committee meeting they attend in person or telephonically, and the Chairman of each committee receives an additional $5,000 annual retainer. All directors are reimbursed for expenses for every Board and committee meeting attended.

      In 2005, each non-employee director received a grant of 15,000 shares of restricted stock under the Directors’ Stock and incentive Plan. These shares vest in August 2007 and are subject to forfeiture if the director terminates service prior to vesting of the award. In addition, directors have the option of deferring receipt of shares until a future date beyond the vesting date in certain circumstances.

Executive Officers

      The executive officers of SunCom who are not directors are set forth below.

      William A. Robinson, 39, has served as Executive Vice President of Operations of SunCom since April 2004, Senior Vice President of Operations and Controller from September 2003 through March 2004, Senior Vice President of Operations from January 2001 through August 2003 and as Vice President and Controller from March 1998 through December 2000. Before joining SunCom, Mr. Robinson served as Director, Financial Reporting for Freedom Chemical Company from June 1997 through March 1998 and Director, Financial Analysis, Planning and Budgeting for Centeon L.L.C. from December 1995 through June 1997.

      Daniel E. Hopkins, 41, has served as Senior Vice President and Treasurer of SunCom since April 2001 and as Vice President and Treasurer from July 1998 through March 2001. Mr. Hopkins served as Vice President of Finance and Treasurer for SunCom Cellular Partners, L.P. from July 1998 through April 2000. From May 1994 until joining SunCom, he was a Vice President at PNC Bank, where he focused primarily on the financing of telecommunications ventures. Mr. Hopkins has over ten years of banking experience, primarily in the areas of Communications Finance and Acquisitions/ Leveraged Finance.

      Laura M. Shaw-Porter, 40, has served as Senior Vice President of Human Resources since September 2003 and as Vice President of Human Resources from February 1999 through August 2003. Ms. Shaw-Porter joined SunCom as the Director of Human Resources in August 1998. Before joining SunCom, Ms. Shaw-Porter served as Director of Human Resources for US Physicians, Inc. from 1993 through 1998.

      Emilio Echave, 51, has served as Senior Vice President of Operations of SunCom since January 2005. Prior to joining SunCom, Mr. Echave worked at AT&T Wireless as the Regional Vice President of the South Region from July 2002 through December 2004, Senior Vice President of Sales and Distribution from March 1999 through June 2002, President of the East Region from February 1998 through March 1999 and President of the Southeast Region from May 1997 through February 1998. Including his tenure with AT&T Wireless, Mr. Echave has over 18 years of experience in the wireless industry.

      Charles H.N. Kallenbach, 42, has served as Senior Vice President of Legal and Regulatory Affairs of SunCom since November 2004 and Vice President of Legal and Regulatory Affairs since January 2004. Prior to joining SunCom, Mr. Kallenbach was General Counsel for Eureka Broadband Corporation, a New York based telecommunications company and related companies, from 2001 through January 2004. Mr. Kallenbach also served as General Counsel to 2nd Century Communications, Inc., a Virginia-based voice and data service provider, from 2000 through 2001, and as Vice President of Legal and Regulatory Affairs for e-spire Communications, Inc. from 1996 through 2000.

      Raul Burgos, 42, has served as President of SunCom Wireless Puerto Rico Operating Co., L.L.C. since December 2004. Prior to joining SunCom, Mr. Burgos was the General Manager and Vice President of Puerto Rico operations for AT&T Wireless from May 1999 through December 2004. Mr. Burgos also served as General Manager and Vice President of Operations of Nextel International, Inc. from May 1998 through May 1999, and as the Director or Marketing and New Business Development of Nextel Communications, Inc. from October 1996 through April 1998. Mr. Burgos has over ten years of experience in the wireless industry.

Equity Compensation Plan Information

      The following table summarizes information about our equity compensation plans as of December 31, 2005. All outstanding awards relate to our Class A common stock.

Executive Compensation

Summary Compensation Table

Employment and Severance Agreements

      On February 4, 1998, SunCom entered into an employment agreement for a five-year term with Michael E. Kalogris, SunCom’s Chief Executive officer and Chairman of SunCom’s Board of Directors. On May 6, 2003, this employment agreement was amended to extend the terms of Mr. Kalogris’ employment through February 3, 2006 and was most recently amended on December 14, 2005 to extend the terms of Mr. Kalogris’ employment through February 3, 2010. On March 7, 2005, SunCom entered into an employment agreement with William A. Robinson, SunCom’s Executive Vice President of Operations. The employment agreement initially extended through February 3, 2006. On December 14, 2005, this employment agreement was amended to extend the terms of Mr. Robinson’s employment through February 3, 2009. The amended employment agreements prohibits Mr. Kalogris and Mr. Robinson, except in certain limited situations, from transferring their shares of SunCom’s Class A

common stock during the period covered by the employment agreement. Upon executing their most recent employment agreements, Mr. Kalogris and Mr. Robinson received contractual payments subject to forfeiture in the amount of $500,000 and $275,000, respectively. A portion of these payments may be forfeited should the executive terminate his employment prior to the expiration of his employment agreement in certain circumstances. Each of these employment agreements, however, may be terminated by either executive officer or SunCom. Each of these executive officers may terminate his employment agreement:

      SunCom may terminate each employment agreement:

      If Mr. Kalogris’ employment is terminated by reason of Mr. Kalogris’ death or disability, his termination without cause or for good reason (as defined in his employment agreement) or upon SunCom’s election not to renew his agreement, SunCom will pay him a severance benefit in the amount of his base salary at the time and an amount determined as if he had achieved 100% of his bonus based goals for the year and SunCom will cause all unvested shares held by Mr. Kalogris at the time of his termination to become vested. Mr. Kalogris’ employment agreement provides for an initial annual base salary of $500,000, subject to annual increases at the discretion of the Compensation Committee of the Board of Directors, and an annual bonus in an amount up to 100% of his base salary based on SunCom’s performance.

      If Mr. Robinson’s employment with SunCom terminates, he will be entitled to receive the following:

      Mr. Robinson’s employment agreement provides for an initial annual base salary of $275,000, subject to annual increases at the discretion of the Compensation Committee of the Board of Directors, and an annual bonus in an amount up to 100% of his base salary based on SunCom’s performance.

      Mr. Clark and SunCom mutually agreed not to renew Mr. Clark’s employment agreement after its expiration on February 3, 2006, and effective as of December 20, 2005, Mr. Clark resigned his role as Executive Vice President, Chief Financial Officer and Secretary. Mr. Clark remained with SunCom until February 3, 2006 in order to assist with the transition to a successor executive. In connection with this decision, Mr. Clark and SunCom entered into a separation agreement that became effective as of December 20, 2005. Pursuant to the terms of the separation agreement, Mr. Clark will receive a bonus earned in 2005 in an amount equal to one year’s base salary as well as payments equal to one year’s base salary commencing August 3, 2006. In addition, the vested portion of Mr. Clark’s restricted stock will be determined as if Mr. Clark had continued his employment through and including May 1, 2006, and Mr. Clark will become vested in 92,500 additional shares of restricted common stock of SunCom Wireless Holdings as of May 1, 2006. In consideration of his benefits under the separation agreement, Mr. Clark has agreed to a comprehensive release of claims against SunCom and agreed not to solicit SunCom employees or customers for two years following February 3, 2006.

      On December 14, 2005, Daniel E. Hopkins, SunCom’s Senior Vice President, Finance and Treasurer, and SunCom entered into a one-year employment agreement. Pursuant to his agreement, Mr. Hopkins will receive a base salary of approximately $190,300, a guaranteed bonus of $300,000 payable in April 2006 and a guaranteed bonus of $250,000 payable in July 2006 in lieu of all other bonuses he might be eligible to receive under bonus programs sponsored by SunCom in 2005. SunCom has also agreed to accelerate the vesting of 90,000 shares of restricted Class A common stock owned by Mr. Hopkins.

      Restricted stock awards granted to each employee, including each executive officer named in the Summary Compensation Table on page 16 of this proxy statement, include certain provisions relating to the vesting of such awards as the result of a change in control. In general, in the event of a change of control, any restricted stock award that is not at least 50% vested as of the date of the change of control will become 50% vested. The remaining shares may become 100% vested following the change in control if the employee’s employment is terminated or modified under certain circumstances or if he remains in employment following the change in control for at least one year. In addition, any restricted stock award that is at least 50% vested as of the date of any change in control will become 100% vested as of the date of any change of control.

      SunCom also maintains a retention program. Under that program, executive officers other than the Chief Executive Officer, who is a long-term employee of SunCom, have entered into Executive Retention Bonus Agreements. The Executive Retention Bonus Agreements were designed to enhance SunCom’s ability to retain valuable executive employees and to align those employees’ long-term interests with the long-term interests of SunCom. Under these agreements, the covered executives may be entitled to receive specified bonus payments over a three or four-year period ending in 2006 and 2007, provided, the individual executive remains employed with the company, the executive’s performance satisfies applicable standards and the executive agrees to restrictions on the disposition of their SunCom stock. The restrictions related to the disposition of SunCom stock generally prohibit the sale of stock for less than a specified price, except in certain limited circumstances.

Performance Graph

      The following graph compares, for the five-year period beginning December 31, 2000 and ending December 31, 2005, the cumulative total return of our Class A common stock to the cumulative total returns on:

      The comparison assumes $100 was invested on December 31, 2000 in our Class A common stock and in each of the foregoing indices and that all dividends were reinvested. SunCom has not paid any dividends on its Class A common stock, and no dividends are included in the representation of SunCom’s performance. Stock price performance on the graph below is not necessarily indicative of future price performance.

Compensation Committee Interlocks and Insider Participation

      The members of SunCom’s Compensation Committee include Mr. Chavkin, who is the Chief Investment Officer in the New York office of J.P. Morgan Partners, LLC (formerly Chase Capital Partners). See “Certain Relationships and Related Transactions” for a description of various agreements between affiliates of this entity and SunCom.

Certain Relationships and Related Transactions

      Arnold L. Chavkin is an Executive Vice President of the entity that manages J.P. Morgan Partners (23A SBIC Manager), L.P., Sixty Wall Street SBIC Fund, L.P. and J.P. Morgan SBIC LLC, and each of these entities is an affiliate of J.P. Morgan Chase & Co. Affiliates of J.P. Morgan Chase & Co. have performed various financial advisory, investment banking and commercial banking services from time to time for SunCom and its affiliates and may continue to do so in the future.

      Rohit M. Desai is Chairman of the Board and President of Desai Capital Management, and Mathias J. DeVito serves as the Chairman of the Advisory Boards of Private Equity Limited Partnerships managed by Desai Capital Management. Mr. DeVito receives compensation from these partnerships for his service on their Advisory Boards. The Advisory Boards assist Desai Capital Management by reviewing portfolio investments and valuations and by providing general strategic guidance to the limited partnerships that hold SunCom stock. Mr. DeVito is one of four members of the Advisory Boards of these limited partnerships.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires SunCom’s executive officers and directors and persons who own more than 10% of SunCom’s Class A common stock to file reports of ownership and changes in ownership of SunCom’s Class A common stock with the Securities and Exchange Commission. Based solely on a review of copies of such reports and written representations from the reporting persons, SunCom believes that from January 1, 2005 through December 31, 2005, its executive officers, directors and greater than 10% stockholders filed on a timely basis all reports due under Section 16(a) of the Exchange Act, except that Dan Hopkins made a late filing of a single Form 4 reflecting his forfeiture of certain shares upon execution of his employment agreement.

AMENDMENT OF THE SUNCOM WIRELESS HOLDINGS, INC. AMENDED AND

RESTATED STOCK AND INCENTIVE PLAN

(Proposal No. 2)

      The Board of Directors has approved the amendment of the SunCom Wireless Holdings, Inc. Amended and Restated Stock and Incentive Plan (the “Plan”). While most of the changes are ministerial or administrative in nature, the adoption of one amendment to the Plan requires stockholder approval under applicable rules of the New York Stock Exchange. Specifically, the Plan, as amended, would allow shares of the Class A common stock to be granted to independent contractors who provide compensatory services to SunCom or any parent or subsidiary corporation. If stockholders do not approve this Proposal No. 2, the Plan will continue in its current form, except for certain other amendments that may be made by the Board and which do not require stockholder approval. In addition to the amendment to permit the issuance of Class A common stock to independent contractors, the amended Plan will eliminate the 1,000,000 share limit that governs the aggregate number of shares that may be issued to an individual under the Plan in any given year, as discussed further below, and will reflect other minor modifications designed to facilitate Plan administration. The following summary describes the material features of the amended Plan; however, this summary does not purport to be complete and is qualified in its entirety by reference to the terms of the amended Plan, which is filed as an appendix to this proxy statement with the Securities and Exchange Commission and is not included as part of the proxy materials mailed to stockholders. You may access a copy of this proxy statement and the amended Plan by visiting the Securities and Exchange Commission’s website, www.sec.gov. A printed copy of the amended Plan also may be obtained by writing to SunCom Wireless Holdings, Inc., Corporate Secretary, 1100 Cassatt Road, Berwyn, Pennsylvania 19312.

Plan Administration and Purpose

      The purpose of the amended Plan is to align the interests of employees and independent contractors with those of the stockholders by providing incentives to certain employees and independent contractors of SunCom in the form of equity-based compensation. The amended Plan will be administered by the Compensation Committee of the Board of Directors, or in the absence of such a committee, by members of the Board as selected by the Board. Under the amended Plan, awards may be made to employees and certain independent contractors who provide services to SunCom or any parent or subsidiary corporation. As of December 31, 2005, SunCom had approximately 1,959 employees and 30 independent contractors. No awards have yet been granted to independent contractors because the addition of independent

contractors as eligible participants is subject to stockholder approval. The Compensation Committee has sole discretion, subject to the limitations under the Plan, to determine, among other things, the individuals to whom awards will be made, the amounts of awards to be made and the terms, conditions and limitations applicable to each award.

Grants of Restricted Stock Awards Under the Plan

      The Plan currently provides that the Compensation Committee may grant restricted stock awards for up to an aggregate of 7,954,495 shares of the Class A common stock (subject to adjustment for anti-dilution purposes), and, as of February 28, 2006, an aggregate of 5,637,250 restricted shares of Class A common stock have been awarded under the Plan. The Board of Directors is not at this time recommending that the aggregate share limitation be increased. However, the Board of Directors has approved an amendment to eliminate the limitation on the number of restricted shares that may be issued to an individual under the Plan (the “Individual Limit”). This amendment will afford the Compensation Committee greater flexibility in the compensation of eligible participants pursuant to the amended Plan. It also would eliminate a provision the Board believes is unnecessary in equity plans (such as the Plan) that are limited to awards of restricted stock not intended to comply with Section 162(m) of the Internal Revenue Code (governing the deductibility by the employer of compensation paid to executive officers in excess of $1 million per year). As described in the proxy statements provided to stockholders in 2001 and 2004 in connection with prior amendments to the Plan that were approved by the stockholders, SunCom has applied the Individual Limit (an aggregate of 1,000,000 shares) as a restriction on the number of shares that may be awarded annually to any specific individual.

      The share total described above will be adjusted by the Compensation Committee to reflect any changes in the number of shares of Class A common stock available due to any stock dividend, stock split, reverse split, combination, recapitalization, reorganization, merger, spin-off or similar corporate transaction or event.

Restricted Stock

      The Compensation Committee may authorize awards of restricted stock. Restricted stock awards are ordinarily made for no consideration other than services rendered, unless determined otherwise by the Compensation Committee. Restricted stock is Class A common stock that is non-transferable and subject to certain service, performance and/or other restrictions determined by the Compensation Committee for a specified period established by the Committee. Awards may provide for immediate vesting, and certain employees may elect to defer the receipt of all shares of Class A common stock that are subject to a restricted stock award. Unless the Compensation Committee determines otherwise, or specifies otherwise in an award agreement, if the employee terminates employment during the restricted period, the restricted stock will be forfeited.

Estimate of Benefits

      The number of shares of restricted stock that would be granted to SunCom’s officers and other employees under the Amended Plan is not currently determinable. The number of shares of restricted stock awarded to SunCom’s named executive officers in 2005 is noted in the Summary Compensation Table on page 16 of this proxy statement. The average of the high and low sales price of SunCom’s Class A common stock as reported on the New York Stock Exchange composite transactions listing for February 28, 2006 was $1.76 per share.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Proposal No. 3)

      The Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2006. Although stockholder ratification of the Audit Committee’s action in this respect is not required, the Audit Committee considers it desirable for stockholders to pass upon such appointment. If the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the engagement of independent registered public accounting firm will be reevaluated by the Audit Committee.

      Ratification of the appointment of PricewaterhouseCoopers LLP shall be effective upon receiving the affirmative vote of the holders of a majority of the voting power of SunCom’s Class A common stock present or represented by proxy and entitled to vote at the Annual Meeting.

      A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will be offered the opportunity to make a statement if the representative so desires and will be available to respond to appropriate questions.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Other Matters

      We do not know of any other matters to be considered at the Annual Meeting. If any other matters properly come before the meeting, persons named in the accompanying form of proxy intend to vote thereon in accordance with their best judgment, and the discretionary authority to do so is included in the proxy.

Annual Report on Form 10-K

      We will provide upon request and without charge to each stockholder receiving this Proxy Statement a copy of SunCom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, including the financial statements, assessment of internal controls over financial reporting and financial statement schedule information included therein. If you share an address with another stockholder and would like to receive a separate proxy statement now or in the future, please contact the Corporate Secretary, SunCom Wireless Holdings, Inc., 1100 Cassatt Road, Berwyn, Pennsylvania 19312 (610) 651-5900.

Submission of Stockholder Proposals

      It is anticipated that SunCom’s 2007 Annual Meeting of Stockholders will be held in May 2007. Any stockholders who intend to present proposals at the 2007 Annual Meeting of Stockholders and who wish to have such proposals included in SunCom’s Proxy Statement for the 2007 Annual Meeting must ensure that such proposals are received by the Corporate Secretary of SunCom not later than December 1, 2006. Such proposals must meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in SunCom’s 2007 proxy materials.

      Any stockholder that wishes to present a proposal, other than through inclusion in the proxy materials, or a director nominee at the 2007 Annual Meeting must comply with the procedural requirements set forth in SunCom’s Second Amended and Restated Bylaws. The Second Amended and Restated Bylaws of SunCom generally require notice of (i) any proposal to be presented by any stockholder or (ii) the name of any person to be nominated by any stockholder for election as a director of SunCom at a meeting of the stockholders to be delivered to or mailed and received by the Corporate Secretary of SunCom at SunCom’s Corporate Headquarters. Notice must be received by the Corporate Secretary not less than 60 or more than 90 days prior to the date of the annual meeting. Any stockholder wishing to submit a proposal at the 2007 Annual Meeting should contact the Corporate Secretary of SunCom after March 1,

2007 to obtain the actual meeting date and proposal deadlines. The notice must include the following information as applicable to the proposal or nominee:

      Accordingly, failure by a stockholder to act in compliance with the notice provisions will mean that the stockholder will not be able to nominate directors or propose new business.

Cost of Solicitation

      All expenses incurred in connection with the solicitation of this proxy, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to stockholders, will be paid by SunCom.

Berwyn, Pennsylvania

April 3, 2006

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