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                                                                   EXHIBIT 10.13


                          AT&T WIRELESS SERVICES, INC.
                         2001 LONG TERM INCENTIVE PLAN

      SECTION 1. PURPOSE. The purposes of the AT&T Wireless Services, Inc. 2001
Long Term Incentive Plan (the "Plan") are to encourage selected Employees and
Non-Employee Directors of AT&T Wireless Services, Inc. (the "Company") and its
Affiliates to acquire a proprietary and vested interest in the growth and
performance of the Company, to generate an increased incentive to contribute to
the Company's future success and prosperity, thus enhancing the value of the
Company for the benefit of stockholders, and to enhance the ability of the
Company and its Affiliates to attract and retain individuals of exceptional
managerial talent upon whom, in large measure, the sustained progress, growth
and profitability of the Company depends.

      SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall
have the meanings set forth below:

      (a) "Affiliate" shall mean (i) any Person that directly, or through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Company or (ii) any entity in which the Company has a significant
equity interest, as determined by the Committee.

      (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Share, Performance Unit, dividend equivalent, Other
Stock Unit Award, or any other right, interest, or option relating to Shares or
other property granted pursuant to the provisions of the Plan.

      (c) "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award granted by the Committee hereunder,
which may, but need not, be executed or acknowledged by both the Company and the
Participant.

      (d) "Board" shall mean the Board of Directors of the Company.

      (e) "Change in Control" shall mean the happening of any of the following
events;

            (i) An acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (an "Entity") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 25% or more of either (A) the then outstanding Shares (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"); excluding,
however, the following: (1) any acquisition directly from the Company, other
than an acquisition by virtue of the exercise of a conversion privilege unless
the security being so converted was itself acquired directly from the Company,
(2) any
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acquisition by the Company, (3) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (4) any acquisition by any corporation pursuant to
a transaction that complies with clauses (A), (B) and (C) of Section 2(e)(iii);

            (ii) A change in the composition of the Board as constituted
immediately following the date the Common Stock is distributed to the
stockholders of AT&T Corp. pursuant to that Separation and Distribution
Agreement dated as of June 4, 2001 between the Company and AT&T Corp. (the
"Post-Distribution Board Date") such that the individuals who, as of the
Post-Distribution Board Date, constitute the Board (such Board shall be
hereinafter referred to as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that for
purposes of this definition, any individual who becomes a member of the Board
subsequent to the Post-Distribution Board Date, whose election, or nomination
for election, by the Company's stockholders was approved by a vote of at least a
majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this proviso)
shall be considered as though such individual were a member of the Incumbent
Board; and provided, further however, that any such individual whose initial
assumption of office occurs as a result of or in connection with either an
actual or threatened solicitation with respect to the election of directors (as
such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of an Entity other than the Board shall not be so considered as
a member of the Incumbent Board;

            (iii) The consummation of a merger, reorganization or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company (each, a "Corporate Transaction"); excluding however, any Corporate
Transaction pursuant to which (A) all or substantially all of the individuals
and entities who are the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Corporate Transaction will beneficially own, directly or indirectly,
more than 60% of, respectively, the outstanding shares of common stock, and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation or other Person that as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries (a "Parent Company")) in substantially the same
proportions as their ownership, immediately prior to such Corporate Transaction,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Entity (other than the Company, any
employee benefit plan (or related trust) of the Company, such corporation
resulting from such Corporate Transaction or, if reference was made to equity
ownership of any Parent Company for purposes of determining whether clause (A)
above is satisfied in connection with the applicable Corporate Transaction, such
Parent Company) will beneficially own, directly or indirectly, 20% or more


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of, respectively, the outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the combined voting power of the
outstanding voting securities of such corporation entitled to vote generally in
the election of directors unless such ownership resulted solely from ownership
of securities of the Company prior to the Corporate Transaction, and (C)
individuals who were members of the Incumbent Board will immediately after the
consummation of the Corporate Transaction constitute at least a majority of the
members of the board of directors of the corporation resulting from such
Corporate Transaction (or, if reference was made to equity ownership of any
Parent Company for purposes of determining whether clause (A) above is satisfied
in connection with the applicable Corporate Transaction, of the Parent Company);
or

            (iv) The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company

            Notwithstanding the foregoing, the split off of the AT&T Wireless
group from AT&T Corp. pursuant to that Separation and Distribution Agreement
dated as of June 4, 2001 between the Company and AT&T Corp. shall not be
deemed a Change in Control.

      (f) "Change in Control Price" means, with respect to a Share, the higher
of (A) the highest reported sales price, regular way, of such Share in any
transaction reported on the New York Stock Exchange Composite Tape or other
national exchange on which such Shares are listed or on the Nasdaq National
Market during the 60-day period prior to and including the date of a Change in
Control or (B) if the Change in Control is the result of a tender or exchange
offer or a Corporate Transaction, the highest price per such Share paid in such
tender or exchange offer or Corporate Transaction; provided, however, that in
the case of Incentive Stock Options and Stock Appreciation Rights relating to
Incentive Stock Options, the Change in Control Price shall be the Fair Market
Value of such Share on the date such Incentive Stock Option or Stock
Appreciation Right is exercised or deemed exercised pursuant to Section 11(b).
To the extent that the consideration paid in any such transaction described
above consists all or in part of securities or other noncash consideration, the
value of such securities or other noncash consideration shall be determined in
the sole discretion of the Board.

      (g) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

      (h) "Committee" shall mean the Compensation Committee of the Board, or any
successor to such committee, composed of no fewer than two directors each of
whom is a Non-Employee Director and an "outside director" within the meaning of
Section 162(m) of the Code, or any successor provision thereto.

      (i) "Company" shall mean AT&T Wireless Services, Inc., a Delaware
corporation.


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      (j) "Covered Employee" shall mean a "covered employee" within the meaning
of Section 162(m)(3) of the Code, or any successor provision thereto.

      (k) "Employee" shall mean any employee of the Company or of any Affiliate.
An Employee shall also mean any consultant, advisor, or independent contractor
who provides services to the Company or any Affiliate, so long as such person
(i) renders bona fide services that are not in connection with the offer and
sale of the Company's securities in a capital-raising transaction and (ii) does
not directly or indirectly promote or maintain a market for the Company's
securities.

      Unless otherwise determined by the Committee in its sole discretion, for
purposes of the Plan, an Employee shall be considered to have terminated
employment or services and to have ceased to be an Employee if his or her
employer ceases to be an Affiliate, even if he or she continues to be employed
by such employer.

      (l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

      (m) "Fair Market Value" shall mean, with respect to any property, the
market value of such property determined by such methods or procedures as shall
be established from time to time by the Committee.

      (n) "Incentive Stock Option" shall mean an Option granted under Section 6
that is intended to meet the requirements of Section 422 of the Code or any
successor provision thereto.

      (o) "Non-Employee Director" shall have the meaning set forth in Rule
16b-3(b)(3) promulgated under the Exchange Act, or any successor definition
adopted by the Securities and Exchange Commission.

      (p) "Nonstatutory Stock Option" shall mean an Option granted under Section
6 that is not intended to be an Incentive Stock Option.

      (q) "Option" shall mean any right granted to a Participant under the Plan
allowing such Participant to purchase Shares at such price or prices and during
such period or periods as the Committee shall determine.

      (r) "Other Stock Unit Award" shall mean any right granted to a Participant
by the Committee pursuant to Section 10.

      (s) "Participant" shall mean an Employee or Non-Employee Director who is
selected by the Committee to receive an Award under the Plan.

      (t) "Performance Award" shall mean any Award of performance shares or
performance units pursuant to Section 9.


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      (u) "Performance Period" shall mean that period established by the
Committee at the time any Performance Award is granted or at any time thereafter
during which any performance goals specified by the Committee with respect to
such Award are to be measured.

      (v) "Performance Share" shall mean any grant pursuant to Section 9 of a
unit valued by reference to a designated number of Shares, which value may be
paid to the Participant by delivery of such property as the Committee shall
determine, including, without limitation, cash, Shares, other property, or any
combination thereof, upon achievement of such performance goals during the
Performance Period as the Committee shall establish at the time of such grant or
thereafter.

      (w) "Performance Unit" shall mean any grant pursuant to Section 9 of a
unit valued by reference to a designated amount of property other than Shares,
which value may be paid to the Participant by delivery of such property as the
Committee shall determine, including, without limitation, cash, Shares, other
property, or any combination thereof, upon achievement of such performance goals
during the Performance Period as the Committee shall establish at the time of
such grant or thereafter.

      (x) "Person" shall mean any individual, corporation, partnership,
association, limited liability company, joint-stock company, trust,
unincorporated organization, or government or political subdivision thereof.

      (y) "Restricted Stock" shall mean any Share issued with the restriction
that the holder may not sell, transfer, pledge, or assign such Share and with
such other restrictions as the Committee, in its sole discretion, may impose
(including, without limitation, any restriction on the right to vote such Share,
and the right to receive any cash dividends), which restrictions may lapse
separately or in combination at such time or times, in installments or
otherwise, as the Committee may deem appropriate.

      (z) "Restricted Stock Award" shall mean an award of Restricted Stock under
Section 8.

      (Aa)"Shares" shall mean the shares of Common Stock of the Company, par
value $0.01 per share (the "Shares").

      (Bb)"Stock Appreciation Right" shall mean any right granted to a
Participant pursuant to Section 7 to receive, upon exercise by the Participant,
the excess of (i) the Fair Market Value of one Share on the date of exercise or,
if the Committee shall so determine in the case of any such right other than one
related to any Incentive Stock Option, at any time during a specified period
before the date of exercise over (ii) the grant price of the right on the date
of grant, or if granted in connection with an outstanding Option on the date of
grant of the related Option, as specified by the Committee in its sole
discretion, which, except in the case of Substitute Awards or in connection with
an adjustment provided in Section 4(c), shall not be less than the Fair Market
Value of one Share on such date of grant of the right or the related Option, as
the case may be. Any payment by the Company in respect of such right may be made
in


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cash, Shares, other property, or any combination thereof, as the Committee, in
its sole discretion, shall determine.

      (Cc)"Subsidiary" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
granting of the Award, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.

      (Dd)"Substitute Awards" shall mean Awards granted or Shares issued by the
Company in assumption of, or in substitution or exchange for, awards previously
granted, or the right or obligation to make future awards, by a company acquired
by the Company or with which the Company combines.

      SECTION 3. ADMINISTRATION. The Plan shall be administered by the
Committee. The Committee shall have full power and authority, subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may
from time to time be adopted by the Board, to: (a) select the Employees of the
Company and its Affiliates and Non-Employee Directors of the Company to whom
Awards may from time to time be granted hereunder; (b) determine the type or
types of Award to be granted to each Participant hereunder; (c) determine the
number of Shares to be covered by each Award granted hereunder; (d) determine
the terms and conditions, not inconsistent with the provisions of the Plan, of
any Award granted hereunder; (e) determine whether, to what extent and under
what circumstances Awards may be settled in cash, Shares or other property or
canceled or suspended; (f) determine whether, to what extent, and under what
circumstances cash, Shares, and other property and other amounts payable with
respect to an Award made under the Plan shall be deferred either automatically
or at the election of the Participant; (g) interpret and administer the Plan and
any instrument or agreement entered into under the Plan; (h) establish such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (i) make any other determination and
take any other action that the Committee deems necessary or desirable for
administration of the Plan. Decisions of the Committee shall be final,
conclusive, and binding on all persons, including the Company, any Participant,
any stockholder, and any employee of the Company or of any Affiliate. A majority
of the members of the Committee may determine its actions and fix the time and
place of its meetings. Notwithstanding the foregoing or anything else to the
contrary in the Plan, any action or determination by the Committee specifically
affecting or relating to an Award to a Non-Employee Director shall be approved
and ratified by the Board.

      SECTION 4. SHARES SUBJECT TO THE PLAN.

      (a) Subject to adjustment as provided in Section 4(c), a total of
eighty-six (86) million Shares shall be authorized for issuance under the Plan;
provided that, commencing on January l, 2002 and on each subsequent January 1
throughout the life of the Plan, an


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additional number of Shares shall be added to the number of Shares authorized
for issuance under the Plan, which additional number of Shares shall be
calculated by multiplying (x) the number of Shares outstanding on such January 1
by (y) 2.75%; and provided, further, that if any Shares subject to an Award or
to an award under the Company's Adjustment Plan (the "Adjustment Plan") are
forfeited or if any Award or award under the Adjustment Plan based on Shares is
settled for cash, or expires or otherwise is terminated without issuance of such
Shares, the Shares subject to such Award shall to the extent of such cash
settlement, forfeiture or termination again be available for Awards under the
Plan. In the event that any Option or other Award granted hereunder is exercised
through the tendering of Shares (either actually or by attestation) or in the
event that withholding tax liabilities arising from such Option or other Award
are satisfied by the tendering of Shares or by the withholding of Shares by the
Company, only the number of Shares issued net of the Shares tendered or withheld
shall be counted for purposes of determining the maximum number of Shares
available for issuance under the Plan. In addition, Substitute Awards shall not
reduce the Shares authorized for issuance under the Plan or authorized for grant
to a Participant in any calendar year.

      (b) Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares, treasury shares, or shares purchased in the open
market or otherwise.

      (c) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, reverse stock split, spin-off or
similar transaction or other change in corporate structure affecting the Shares,
such adjustments and other substitutions shall be made to the Plan and to Awards
as the Committee in its sole discretion deems equitable or appropriate,
including, without limitation, such adjustments in the aggregate number, class,
and kind of securities that may be delivered under the Plan, in the aggregate or
to any one Participant, in the number, class, kind, and option or exercise price
of securities subject to outstanding Options, Stock Appreciation Rights or other
Awards granted under the Plan, and in the number, class, and kind of securities
subject to Awards granted under the Plan (including, if the Committee deems
appropriate, the substitution of similar options to purchase the shares of, or
other awards denominated in the shares of, another company) as the Committee may
determine to be appropriate in its sole discretion; provided, however, that the
number of Shares subject to any Award shall always be a whole number.

      SECTION 5. ELIGIBILITY. Any Employee or Non-Employee Director shall be
eligible to be selected as a Participant; provided, however, that Incentive
Stock Options shall only be awarded to employees of the Company.

      SECTION 6. STOCK OPTIONS. Options may be granted hereunder to Participants
either alone or in addition to other Awards granted under the Plan. Any Option
granted under the Plan shall be evidenced by an Award Agreement in such form as
the Committee may from time to time approve. Any such Option shall be subject to
the following terms and conditions and to such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall deem
desirable:


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      (a) OPTION PRICE. The purchase price per Share purchasable under an Option
shall be determined by the Committee in its sole discretion; provided, however,
that, except in the case of Substitute Awards or in connection with an
adjustment provided for in Section 4(c), such purchase price shall not be less
than the Fair Market Value of the Share on the date of the grant for an
Incentive Stock Option.

      (b) OPTION PERIOD. The term of each Option shall be fixed by the Committee
in its sole discretion; provided that if no term is fixed by the Committee, or
if the Option is an Incentive Stock Option, the Option shall not be exercisable
after the expiration of ten years from the date the Option is granted.

      (c) EXERCISABILITY. Options shall be exercisable at such time or times as
determined by the Committee at or subsequent to grant.

      (d) METHOD OF EXERCISE. Subject to the other provisions of the Plan, any
Option may be exercised by the Participant in whole or in part at such time or
times, and the Participant may make payment of the option price in such form or
forms, including, without limitation, payment by delivery of cash, delivery of
Shares (either actually or by attestation) already owned by the Participant for
at least six months (or any shorter period sufficient to avoid a charge to the
Company's earnings for financial reporting purposes) or delivery of other
consideration (including, where permitted by law and the Committee, Awards)
having a Fair Market Value on the exercise date equal to the total option price,
or by any combination of cash, such Shares and other consideration as the
Committee may specify in the applicable Award Agreement.

      (e) INCENTIVE STOCK OPTIONS. In accordance with rules and procedures
established by the Committee, and except as otherwise provided in Section 11,
the aggregate Fair Market Value (determined as of the time of grant) of the
Shares with respect to which Incentive Stock Options held by any Participant
which are exercisable for the first time by such Participant during any calendar
year under the Plan (and under any other benefit plans of the Company or any
Subsidiary) shall not exceed $100,000 or, if different, the maximum limitation
in effect at the time of grant under Section 422 of the Code, or any successor
provision, and any regulations promulgated thereunder. Incentive Stock Options
shall be granted only to Participants who are employees of the Company or a
Subsidiary of the Company. The terms of any Incentive Stock Option granted
hereunder shall comply in all respects with the provisions of Section 422 of the
Code or any successor provision, and any regulations promulgated thereunder. The
aggregate number of Shares with respect to which Incentive Stock Options may be
issued under the Plan shall not exceed eighty-six (86) million.

      (f) FORM OF SETTLEMENT. In its sole discretion, the Committee may provide,
at the time of grant, that the Shares to be issued upon an Option's exercise
shall be in the form of Restricted Stock or other similar securities, or may
reserve the right so to provide after the time of grant.


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      SECTION 7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be
granted hereunder to Participants either alone or in addition to other Awards
granted under the Plan and may, but need not, relate to a specific Option
granted under Section 6. The provisions of Stock Appreciation Rights need not be
the same with respect to each recipient. Any Stock Appreciation Right related to
a Nonstatutory Stock Option may be granted at the same time such Option is
granted or at any time thereafter before exercise or expiration of such Option.
Any Stock Appreciation Right related to an Incentive Stock Option must be
granted at the same time such Option is granted. In the case of any Stock
Appreciation Right related to any Option, the Stock Appreciation Right or
applicable portion thereof shall terminate and no longer be exercisable upon the
termination or exercise of the related Option, except that a Stock Appreciation
Right granted with respect to less than the full number of Shares covered by a
related Option shall not be reduced until the exercise or termination of the
related Option exceeds the number of Shares not covered by the Stock
Appreciation Right. Any Option related to any Stock Appreciation Right shall no
longer be exercisable to the extent the related Stock Appreciation Right has
been exercised. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it shall deem appropriate; provided
that if the Committee does not set a term for a Stock Appreciation Right, it
shall have a term of ten years.

      SECTION 8. RESTRICTED STOCK.

      (a) ISSUANCE. A Restricted Stock Award shall be subject to restrictions
imposed by the Committee during a period of time specified by the Committee (the
"Restriction Period"). Restricted Stock Awards may be issued hereunder to
Participants, for no cash consideration or for such minimum consideration as may
be required by applicable law, either alone or in addition to other Awards
granted under the Plan. The provisions of Restricted Stock Awards need not be
the same with respect to each recipient.

      (b) REGISTRATION. Any Restricted Stock issued hereunder may be evidenced
in such manner as the Committee in its sole discretion shall deem appropriate,
including, without limitation, book entry registration or issuance of a stock
certificate or certificates. In the event any stock certificates are issued in
respect of shares of Restricted Stock awarded under the Plan, such certificate
shall be registered in the name of the Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award.

      (c) FORFEITURE. Except as otherwise determined by the Committee at the
time of grant or thereafter, upon termination of employment or services for any
reason during the restriction period, all Shares of Restricted Stock still
subject to restriction shall be forfeited by the Participant and reacquired by
the Company. Unrestricted Shares, evidenced in such manner as the Committee
shall deem appropriate, shall be issued to the grantee promptly after expiration
of the period of forfeiture, as determined or modified by the Committee.


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      SECTION 9. PERFORMANCE AWARDS. Performance Awards may be issued hereunder
to Participants, for no cash consideration or for such minimum consideration as
may be required by applicable law, either alone or in addition to other Awards
granted under the Plan. The performance criteria to be achieved during any
Performance Period and the length of the Performance Period shall be determined
by the Committee upon the grant of each Performance Award. Except as provided in
Section 11, Performance Awards will be distributed only after the end of the
relevant Performance Period. Performance Awards may be paid in cash, Shares,
other property or any combination thereof, in the sole discretion of the
Committee at the time of payment. The performance levels to be achieved for each
Performance Period and the amount of the Award to be distributed shall be
conclusively determined by the Committee. Performance Awards may be paid in a
lump sum or in installments following the close of the Performance Period or, in
accordance with procedures established by the Committee, on a deferred basis.

      SECTION 10. OTHER STOCK UNIT AWARDS.

      (a) STOCK AND ADMINISTRATION. Other Awards of Shares and other Awards that
are valued in whole or in part by reference to, or are otherwise based on,
Shares or other property ("Other Stock Unit Awards") may be granted hereunder to
Participants, either alone or in addition to other Awards granted under the
Plan, and such other Stock Unit Awards shall also be available as a form of
payment in the settlement of other Awards granted under the Plan. Other Stock
Unit Awards may be paid in Shares, cash or any other form of property as the
Committee shall determine. Subject to the provisions of the Plan, the Committee
shall have sole and complete authority to determine the Employees of the Company
and its Affiliates and Non-Employee Directors to whom and the time or times at
which such Awards shall be made, the number of Shares to be granted pursuant to
such Awards, and all other conditions of the Awards. The provisions of Other
Stock Unit Awards need not be the same with respect to each recipient.

      (b) TERMS AND CONDITIONS. Subject to the provisions of the Plan and any
applicable Award Agreement, Awards and Shares subject to Awards made under this
Section 10 may not be sold, assigned, transferred, pledged, or otherwise
encumbered prior to the date on which the Shares are issued, or, if later, the
date on which any applicable restriction, performance, or deferral period
lapses. Shares (including securities convertible into Shares) subject to Awards
granted under this Section 10 may be issued for no cash consideration or for
such minimum consideration as may be required by applicable law. Shares
(including securities convertible into Shares) purchased pursuant to a purchase
right awarded under this Section 10 shall be purchased for such consideration as
the Committee shall in its sole discretion determine, which, except in the case
of Substitute Awards, shall not be less than the Fair Market Value of such
Shares or other securities as of the date such purchase right is awarded.


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      SECTION 11. CHANGE IN CONTROL PROVISIONS.

      (a) IMPACT OF EVENT. Subject to Section 11(a)(v) and notwithstanding any
other provision of the Plan to the contrary, unless the Committee shall
determine otherwise at the time of grant with respect to a particular Award, in
the event of a Change in Control:

            (i) any Options and Stock Appreciation Rights outstanding as of the
date such Change in Control is determined to have occurred, and which are not
then exercisable and vested, shall become fully exercisable and vested to the
full extent of the origin grant;

            (ii) the restrictions and deferral limitations applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become free of all
restrictions and limitations and become fully vested and transferable to the
full extent of the original grant;

            (iii) all Performance Awards shall be considered to be earned and
payable in full, and any deferral or other restriction shall lapse and such
Performance Awards shall be immediately settled or distributed; and

            (iv) The restrictions and deferral limitations and other conditions
applicable to any Other Stock Unit Awards or any other Awards shall lapse, and
such Other Stock Unit Awards or such other Awards shall become free of all
restrictions, limitations, or conditions and become fully vested and
transferable to the full extent of the original grant.

            (v) Notwithstanding the foregoing, if in the event of a Corporate
Transaction the successor company assumes or substitutes for an Option or Stock
Appreciation Right, then each outstanding Option, Stock Appreciation Right or
share of Restricted Stock shall not be accelerated as described in Sections
11(a)(i) and (ii). For the purposes of this Section 11(a)(v), an Option or Stock
Appreciation Right shall be considered assumed or substituted for if following
the Corporate Transaction the award confers the right to purchase or receive,
for each Share subject to the Option or Stock Appreciation Right immediately
prior to the Corporate Transaction, the consideration (whether stock, cash, or
other securities or property) received in the Corporate Transaction by holders
of Shares for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares); provided, however, that
if such consideration received in the Corporate Transaction is not solely common
stock of the successor company, the Committee may, with the consent of the
successor company, provide that the consideration to be received upon the
exercise of an Option or Stock Appreciation Right, for each Share subject
thereto, will be solely common stock of the successor company substantially
equal in fair market value to the per share consideration received by holders of
Shares in the Corporate Transaction. The determination of such substantial
equality of value of consideration shall be made by the Committee in its sole
discretion and its determination shall be conclusive and binding.


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      (b) CHANGE IN CONTROL CASH-OUT. Notwithstanding any other provision of the
Plan, during the 60-day period from and after a Change in Control (the "Exercise
Period"), if the Committee shall determine at, or at any time after, the time of
grant, a Participant holding an Option or Stock Appreciation Right shall have
the right, whether or not the Option or Stock Appreciation Right is fully
exercisable and in lieu of the payment of the purchase price for the Shares
being purchased under the Option or Stock Appreciation Right and by giving
notices to the Company, to elect (within the Exercise Period) to surrender all
or part of the Option or Stock Appreciation Right to the Company and to receive
cash, within 30 days of such notice, in an amount equal to the amount by which
the Change in Control Price per Share on the date of such election shall exceed
the purchase price per Share under the Option or Stock Appreciation Right (the
"spread') multiplied by the number of Shares granted under the Option or Stock
Appreciation Right as to which the right granted under this Section 11(b) shall
have been exercised.

      SECTION 12. CODE SECTION 162(M) PROVISIONS.

      (a) Notwithstanding any other provision of the Plan, if the Committee
determines at the time Restricted Stock, a Performance Award or an Other Stock
Unit Award is granted to a Participant who is then an officer that such
Participant is, or is likely to be as of the end of the tax year in which the
Company would claim a tax deduction in connection with such Award, a Covered
Employee, then the Committee may provide that this Section 12 is applicable to
such Award.

      (b) If Restricted Stock, a Performance Award or an Other Stock Unit Award
is subject to this Section 12, then the lapsing of restrictions thereon and the
distribution of cash, Shares or other property pursuant thereto, as applicable,
shall be subject to the achievement of one or more objective performance goals
established by the Committee, which shall be based on the attainment of
specified levels of one or any combination of the following; net cash provided
by operating activities, earnings per share from continuing operations,
operating income, revenues, operating margins, return on operating assets,
return on equity, economic value added, stock price appreciation, total
stockholder return, cost control, strategic initiatives, market share, net
income, return on invested capital, or subscriber, cash management, or asset
management metrics, of the Company or the Affiliate or division of the Company
for or within which the Participant is primarily employed. Such performance
goals also may be based on the achievement of specified levels of Company
performance (or performance of an applicable Affiliate or division of the
Company) under one or more of the measures described above relative to the
performance of other corporations. Such performance goals shall be set by the
Committee within the time period prescribed by, and shall otherwise comply with
the requirements of, Section 162(m) of the Code, or any successor provision
thereto, and the regulations thereunder.

      (c) Notwithstanding any provision of the Plan other than Section 11, with
respect to any Restricted Stock, Performance Award or Other Stock Unit Award
that is subject to this Section 12, the Committee may adjust downwards, but not
upwards, the amount payable


                                      -12-
<PAGE>   13
pursuant to such Award, and the Committee may not waive the achievement of the
applicable performance goals except in the case of the death or disability of
the Participant.

      (d) The Committee shall have the power to impose such other restrictions
on Awards subject to this Section 12 as it may deem necessary or appropriate to
ensure that such Awards satisfy all requirements for "performance-based
compensation" within the meaning of Section 162(m)(4)(C) of the Code, or any
successor provision thereto.

      (e) Notwithstanding any provision of the Plan other than Section 4(c), no
Participant may be granted Options or Stock Appreciation Rights, or Restricted
Stock or Performance Awards subject to this Section 12 that are denominated in
Shares, in any calendar year period with respect to more than three million
(3,000,000) Shares, and the maximum dollar value payable with respect to
Performance Units and/or Other Stock Unit Awards that are valued with reference
to property other than Shares and granted to any Participant in any one calendar
year is $10,000,000.

      SECTION 13. AMENDMENTS AND TERMINATION. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or any portion thereof at any time;
provided, however, that no such amendment, alteration, suspension,
discontinuation, or termination shall be made without (a) stockholder approval
if such approval is necessary to qualify for or comply with any tax or
regulatory requirement for which or with which the Board deems it necessary or
desirable to qualify or comply or (b) the consent of the affected Participant,
if such action would impair the rights of such Participant under any outstanding
Award. Notwithstanding anything to the contrary herein, the Committee may amend
the Plan in such manner as may be necessary so as to have the Plan conform to
local rules and regulations in any jurisdiction outside the United States.

      The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any Participant without his or her consent. Any change or adjustment to an
outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to
Section 4(c) shall not be subject to these restrictions.

      SECTION 14. GENERAL PROVISIONS.

      (a) No Award, and no Shares subject to Awards described in Section 10 that
have not been issued or as to which any applicable restriction, performance, or
deferral period has not lapsed, may be sold, assigned, transferred, pledged, or
otherwise encumbered, except by will or by the laws of descent and distribution;
provided, however, that, if so determined by the Committee, a Participant may,
in the manner established by the Committee, designate a beneficiary to exercise
the rights of the Participant with respect to any Award upon the death of the
Participant. Each Award shall be exercisable, during the Participant's lifetime,
only by


                                      -13-
<PAGE>   14
the Participant or, if permissible under applicable law, by the Participant's
guardian or legal representative. Notwithstanding the foregoing, and subject to
Section 422 of the Code, the Committee, in its sole discretion, may permit a
Participant to assign or transfer an Award; provided, however, that an Award so
assigned or transferred shall be subject to all the terms and conditions of the
Plan and the instrument evidencing the Award.

      (b) No Employee or Participant shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
Employees or Participants under the Plan.

      (c) The prospective recipient of any Award under the Plan shall not, with
respect to such Award, be deemed to have become a Participant, or to have any
rights with respect to such Award, until and unless such recipient shall have
executed an agreement or other instrument evidencing the Award and delivered a
copy thereof to the Company, and otherwise complied with the then applicable
terms and conditions.

      (d) Nothing in the Plan or any Award granted under the Plan shall be
deemed to constitute an employment or service contract or confer or be deemed to
confer on any Participant any right to continue in the employ or service of, or
to continue any other relationship with, the Company or any Affiliate or limit
in any way the right of the Company or any Affiliate to terminate a
Participant's employment or service or other relationship at any time, with or
without cause.

      (e) Except as provided in Section 12, the Committee shall be authorized to
make adjustments in performance award criteria or in the terms and conditions of
other Awards in recognition of unusual or nonrecurring events affecting the
Company or its financial statements or changes in applicable laws, regulations,
or accounting principles. The Committee may correct any defect, supply any
omission, or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem desirable to carry it into effect. In the event
that the Company shall assume outstanding employee benefit awards or the right
or obligation to make future such awards in connection with the acquisition of
or combination with another corporation or business entity, the Committee may,
in its discretion, make such adjustments in the terms of Awards under the Plan
as it shall deem appropriate.

      (f) The Committee shall have full power and authority to determine
whether, to what extent, and under what circumstances any Award shall be
canceled or suspended. In addition, all outstanding Awards to any Participant
shall be canceled if the Participant, without the consent of the Company, while
employed by the Company or after termination of such employment or service,
establishes a relationship with a competitor of the Company or engages in
activity that is in conflict with or adverse to the interest of the Company, as
determined under the Company's Non-Competition Guideline.


                                      -14-
<PAGE>   15
      (g) All certificates for Shares delivered under the Plan pursuant to any
Award shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

      (h) No Award granted hereunder shall be construed as an offer to sell
securities of the Company, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has determined that any such offer,
if made, would comply with all applicable requirements of the U.S. federal
securities laws and any other laws to which such offer, if made, would be
subject.

      (i) The Committee shall be authorized to establish procedures pursuant to
which the payment of any Award may be deferred. Subject to the provisions of the
Plan and any Award Agreement, the recipient of an Award (including, without
limitation, any deferred Award) may, if so determined by the Committee, be
entitled to receive, currently or on a deferred basis, cash dividends, or cash
payments in amounts equivalent to cash dividends on Shares ("dividend
equivalents"), with respect to the number of Shares covered by the Award, as
determined by the Committee, in its sole discretion, and the Committee may
provide that such amounts (if any) shall be deemed to have been reinvested in
additional Shares or otherwise reinvested.

      (j) Except as otherwise required in any applicable Award Agreement or by
the terms of the Plan, recipients of Awards under the Plan shall not be required
to make any payment or provide consideration other than the rendering of
services.

      (k) The Committee may delegate to a committee of one or more directors of
the Company or, to the extent permitted by Delaware law, to one or more officers
or a committee of officers the right to grant Awards to Employees who are not
officers or directors of the Company and to cancel or suspend Awards to
Employees who are not officers or directors of the Company.

      (l) The Company shall be authorized to withhold from any Award granted or
payment due under the Plan the amount of withholding taxes due in respect of an
Award or payment hereunder and to take such other action as may be necessary in
the opinion of the Company to satisfy all obligations for the payment of such
taxes. The Committee shall be authorized to establish procedures for election by
Participants to satisfy such obligation for the payment of such taxes by
delivery of or transfer of Shares to the Company (up to the employer's minimum
required tax withholding rate to the extent the Participant has owned the
surrendered shares for less than six months if such a limitation is necessary to
avoid a charge to the Company for financial reporting purposes), or by directing
the Company to retain Shares (up to the employer's minimum required tax
withholding rate) otherwise deliverable in connection with the Award.


                                      -15-
<PAGE>   16
      (m) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

      (n) The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of the State of Washington and applicable federal law.

      (o) If any provision of the Plan is or becomes or is deemed invalid,
illegal, or unenforceable in any jurisdiction, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan, it shall be stricken and the
remainder Plan shall remain in full force and effect.

      (p) Awards may be granted to Participants who are foreign nationals or
employed outside the United States, or both, on such terms and conditions
different from those applicable to Awards to Employees employed in the United
States as may, in the judgment of the Committee, be necessary or desirable in
order to recognize differences in local law or tax policy. The Committee also
may impose conditions on the exercise or vesting of Awards in order to minimize
the Company's obligation with respect to tax equalization for Employees on
assignments outside their home country.

      SECTION 15. EFFECTIVE DATE OF PLAN. The Plan shall be effective as of June
[__], 2001.

      SECTION 16. TERM OF PLAN. The Plan shall have no fixed expiration date;
provided, however, that (a) no Incentive Stock Options may be granted more than
ten years after the later of (i) the adoption of the Plan by the Board and (ii)
the adoption by the Board of any amendment to the Plan that constitutes the
adoption of a new plan for purposes of Section 422 of the Code.


                                      -16-