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                                                                    EXHIBIT 10.2

                                FOURTH AMENDMENT
                                       TO
                          AT&T WIRELESS SERVICES, INC.
                         DEFERRED COMPENSATION PLAN FOR
                             NON-EMPLOYEE DIRECTORS

         This Amendment is made to the AT&T Wireless Services, Inc. Deferred
Compensation Plan for Non-Employee Directors, effective September 1, 2001 (the
"Plan"). All terms defined in the Plan shall have the same meanings when used
herein. This Amendment shall be effective July 1, 2003, unless stated otherwise
below. All provisions of the Plan not amended by this Amendment shall remain in
full force and effect.

1.       NEW SECTION 2.10 IS ADDED TO READ AS FOLLOWS, AND THE SUBSEQUENT
SECTIONS IN ARTICLE 2 ARE RENUMBERED ACCORDINGLY:

                  "Change in Control Distribution Election" means, for periods
                  on or after July 1, 2003, an election made pursuant to Article
                  6 of a form of benefit payment that shall apply to all of a
                  Participant's Accounts.

2.       NEW SECTION 6.1.4 IS ADDED TO READ AS FOLLOWS:

                           6.1.4. PAYMENT OF BENEFITS FOLLOWING A CHANGE IN
                  CONTROL. In the event a Participant's Termination of Service
                  within twenty-four (24) months following a Change in Control,
                  each of the Participant's Accounts shall be distributed to the
                  Participant in the form of payment provided for in the
                  Participant's Change in Control Distribution Election in
                  effect as of the date of the Change in Control.

3.       NEW SECTION 6.4 IS ADDED TO READ AS FOLLOWS, AND THE SUBSEQUENT
SECTIONS IN ARTICLE 6 AND ALL REFERENCES THROUGHOUT THE PLAN TO SECTIONS 6.4
THROUGH 6.12, INCLUSIVE, ARE RENUMBERED ACCORDINGLY:

                           6.4.1. INITIAL ELECTIONS. A Participant in the Plan
                  on July 1, 2003 shall be entitled to make a Change in Control
                  Distribution Election that shall be applicable to all of his
                  Accounts, effective as of July 1, 2003. An individual who

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                  becomes a Participant in the Plan on or after July 1, 2003,
                  shall be required to make a Change in Control Distribution
                  Election at the time he files his first Cash Compensation
                  Deferral Agreement with the Committee. Such Change in Control
                  Distribution Election shall be made in a form and manner
                  prescribed by the Committee and shall specify the form of
                  payment for the Accounts to which it applies.

                           6.4.2 CHANGES TO CHANGE IN CONTROL DISTRIBUTION
                  ELECTIONS. Subject to the provisions of Section 6.6, a
                  Participant may change any Change in Control Distribution
                  Election at any time, and such Change in Control Distribution
                  Election shall apply to the distribution of all of the
                  Participant's Accounts if a Change in Control thereafter
                  occurs.

4.       RENUMBERED SECTION 6.5.1 IS AMENDED BY ADDING A NEW SUBSECTION THERETO
TO READ AS FOLLOWS:

                           (d)      CHANGE IN CONTROL BENEFITS PAYMENTS. Payment
                  of benefits following a Change in Control pursuant to Section
                  6.1.4 shall be paid in the form of a lump sum equal to the
                  Account balance; or annual installments for a period of up to
                  five (5) years.

5.       RENUMBERED SECTION 6.5.5 IS AMENDED BY ADDING THE FOLLOWING SENTENCE AT
THE END THEREOF TO READ AS FOLLOWS:

                  In the event no valid Change in Control Distribution Election
                  exists at the time of a distribution following a Change in
                  Control, distribution shall be made in a lump sum equal to the
                  Account balance.

6.       RENUMBERED SECTION 6.6 IS AMENDED BY MODIFYING THE FIRST SENTENCE
THEREOF TO READ AS FOLLOWS:

                  A Participant may change the form of benefit payment
                  designated in a Distribution Election previously made pursuant
                  to Section 6.1, 6.2, 6.3 or 6.4; provided, however, that such
                  new Distribution Election shall be subject to the following
                  conditions and limitations:....

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7.       RENUMBERED SECTION 6.7 IS AMENDED BY ADDING AN ADDITIONAL SENTENCE AT
THE END THEREOF TO READ AS FOLLOWS:

                  Notwithstanding the foregoing, in the event of a distribution
                  following a Change in Control, such payment of benefits shall
                  commence within sixty (60) days of the Participant's
                  Termination of Service and, if a Participant has elected to
                  receive his distribution in the form of annual installments,
                  all subsequent annual installments shall be made within 60
                  days after the last day of each Plan Year for the remainder of
                  the distribution period.

8.       SECTION 11.4 IS AMENDED BY ADDING A NEW SUBSECTION THERETO TO READ AS
FOLLOWS:

                           (d)      Notwithstanding any provisions of the Plan
                  to the contrary (including paragraph (a) above), the Board of
                  Directors or the Committee, as applicable, shall take all
                  reasonable steps to prevent all or any portion of the amount
                  credited to a Participant's Account from becoming currently
                  taxable due to a change in the laws governing the Plan. Such
                  steps may include, among other things, the elimination of one
                  or more forms of Distribution Election under the Plan for any
                  or all Participants.

         The Company has caused this Amendment to be executed on the date
indicated below.

                                                 AT&T WIRELESS SERVICES, INC.

Dated: August 5, 2003                            By /s/ Jane Marvin
                                                    ----------------------------
                                                 Its EVP HR