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                                                                   EXHIBIT 10.14


                             AT&T WIRELESS SERVICES
                          EMPLOYEE STOCK PURCHASE PLAN



      AT&T WIRELESS SERVICES, a Delaware corporation, hereby adopts this AT&T
Wireless Services Employee Stock Purchase Plan (the "Plan") as of June 8, 2001.
The purposes of the Plan are as follows:

            (1) To assist employees of the Company and its Participating
      Subsidiaries in acquiring a stock ownership interest in the Company
      pursuant to a plan which is intended to qualify as an "employee stock
      purchase plan" under section 423 of the Internal Revenue Code of 1986, as
      amended.

            (2) To help employees provide for their future security and to
      encourage them to remain in the employment of the Company and its
      Participating Subsidiaries.

1.    DEFINITIONS

      Whenever any of the following terms are used in the Plan with the first
letter or letters capitalized, it shall have the following meaning unless the
context clearly indicates to the contrary (such definitions to be equally
applicable to both the singular and plural forms of the terms defined):

      (a) "Code" means the Internal Revenue Code of 1986, as amended.

      (b) "Committee" means the committee appointed to administer the Plan
          pursuant to paragraph 12.

      (c) "Company" means AT&T Wireless Services, a Delaware corporation.

      (d) "Date of Exercise" means the date as of which an Option is exercised
and the Stock subject to that Option is purchased. With respect to any Option,
the Date of Exercise is the last day of the Purchase Period.

      (e) "Date of Grant" means the date as of which an Option is granted, as
set forth in paragraph 3(a).

      (f) "Effective Date" means June [__], 2001."

      (g) "Eligible Compensation" means the total of base pay, bonuses, and
commissions received from the Company or a Participating Subsidiary.""
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      (h) "Eligible Employee" means any employee of the Company or a
Participating Subsidiary who meets the following criteria:

            (1) the employee does not, immediately after the Option is granted,
      own (within the meaning Code Sections 423(b)(3) and 424(d)) stock
      possessing five percent or more of the total combined voting power or
      value of all classes of stock of the Company or of a Subsidiary;

            (2) the employee has completed one biweekly payroll cycle with the
      Company or a Subsidiary, and is still employed by the Company or a
      Subsidiary on the first day of the following calendar quarter or, if
      specified by the Committee for a future Option Period, any other minimum
      employment period not exceeding two years;

            (3) if specified by the Committee for a future Option Period, the
      employee's customary employment is for 20 hours or more per week or any
      lesser number of hours established by the Committee; and

            (4) if specified by the Plan Administrator for a future Option
      Period, the employee customarily works a minimum of five months per year
      or any lesser number of months established by the Plan Administrator.

      If the Company permits any employee of a Participating Subsidiary to
participate in the Plan, then all employees of that Participating Subsidiary who
meet the requirements of this paragraph 1(h) shall also be considered Eligible
Employees.

      (i) "Option" means an option granted under the Plan to an Eligible
Employee to purchase shares of Stock.

      (j) "Option Period" means with respect to any Option the period beginning
upon the Date of Grant and ending on the last day of the calendar quarter
containing the Date of Grant, or ending on such other date as the Committee
shall determine. No Option Period may exceed 27 months from the Date of Grant.

      (k) "Option Price" with respect to any Option has the meaning set forth in
paragraph 4(b).

      (l) "Participant" means an Eligible Employee who has complied with the
provisions of paragraph 3(b).

      (m) "Participating Subsidiary" means any present or future Subsidiary that
the Committee or the Senior Vice President-Human Resources of the Company, or
his or her delegate, designates to be eligible to participate in the Plan, and
that elects to participate in


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the Plan. The naming of any entity as a Participating Subsidiary is expressly
contingent upon satisfaction of all legal requirements for offering the Plan to
employees of such entity or obtaining an appropriate waiver with respect to any
such legal requirements.

      (n) "Periodic Deposit Account" means the account established and
maintained by the Company to which shall be credited pursuant to Section 3(c)
amounts received from Participants for the purchase of Stock under the Plan.

      (o) "Plan" means the AT&T Wireless Services Employee Stock Purchase Plan,
as amended from time to time.

      (p) "Plan Year" means the calendar year.

      (q) "Purchase Period" means, with respect to any Option Period, the period
beginning upon the Date of Grant and ending on the last day of the calendar
quarter containing the Date of Grant, or ending on such other date or dates
within the Option Period as the Committee shall determine. There may be more
than one Purchase Period within an Option Period.

      (r) "Stock" means shares of AT&T Wireless Common Stock, par value $0.01
per share.

      (s) "Stock Purchase Account" means the account established and maintained
by the Company to which shall be credited pursuant to Section 4(c) Stock
purchased upon exercise of an Option under the Plan.

      (t) "Subsidiary" means 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 Option, 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 such chain.

2.    STOCK SUBJECT TO PLAN

      Subject to the provisions of paragraph 9 (relating to adjustment upon
changes in the Stock), the Stock that may be sold pursuant to Options granted
under the Plan for the period commencing on the Effective Date and ending
January 1, 2011 shall not exceed in the aggregate:

      (a)   five million two hundred thousand (5,200,000) shares, plus

      (b)   an annual increase to be added as of the first day of each fiscal
            year of the Company's fiscal year beginning in 2002 equal to the
            lesser of (i) nine million one hundred thousand (9,100,000) shares,
            (ii) 0.0035% of the outstanding shares of Stock as of the end of the
            Company's immediately preceding fiscal year on a fully


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            diluted basis (assuming exercise of all outstanding options and
            warrants and conversion of all outstanding convertible preferred
            stock) and (iii) a lesser amount determined by the Board; provided,
            however, that any shares from any increases in previous years that
            are not actually issued shall be added to the aggregate number of
            shares available for issuance under the Plan.

3.    GRANT OF OPTIONS

      (a)   GENERAL STATEMENT

      Except as otherwise determined by the Committee, the Company shall grant
Options under the Plan to all Eligible Employees on the first day of each
calendar quarter; provided, however, that the first Option Period shall commence
on or after the Effective Date on a date, which could be other than the first
day of a calendar quarter, to be specified by the Company's Senior Vice
President-Human Resources. The term of each Option shall end on the last day of
the Option Period with respect to which the Option is granted. Except as
otherwise determined by the Committee, with respect to each Option Period, each
Eligible Employee shall be granted an Option, on the Date of Grant, as follows:

            (1)   The maximum number of whole or fractional shares of Stock
                  subject to each Option and purchasable during any Purchase
                  Period shall equal (i) $25,000 (ii) divided by the average of
                  the high and low price of a share of Stock on the New York
                  Stock Exchange on the Date of Grant (iii) with the result
                  reduced by the number of whole or fractional shares of Stock
                  purchased during that calendar year under the Plan or under
                  any other employee stock purchase plan of the Company or of
                  any Subsidiary which is intended to qualify under Code Section
                  423; and

            (2)   The maximum number of whole or fractional shares of Stock that
                  may be purchased by an Eligible Employee during the Option
                  Period shall equal (i) 10% of the Eligible Employee's
                  Compensation from the Date of Grant (or, if later, the
                  immediately prior Date of Exercise) through the Date of
                  Exercise divided by (ii) the Option Price.

      (b)   ELECTION TO PARTICIPATE

      Each Eligible Employee who elects to participate in the Plan shall
communicate to the Company, in accordance with procedures established by the
Committee, an election to participate in the Plan whereby the Eligible Employee
designates a stated whole percentage equaling at least 1%, but no more than 10%,
of his or her Eligible Compensation during the Option Period to be deposited
periodically in his or her Periodic Deposit Account under subparagraph 3(c). The
cumulative amount deposited in the Periodic Deposit Account during a Plan Year
with respect to a Participant may not exceed the limitation stated in
subparagraph 3(d). Participation shall commence on the first day of the calendar
quarter next following


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receipt by the Committee of the Eligible Employee's election or, for the first
Option Period, on the date specified by the Senior Vice President-Human
Resources. A Participant's election to participate in the Plan shall continue in
effect during the current and subsequent Option Periods until changed pursuant
to subparagraph 3(c).

      (c)   PERIODIC DEPOSIT ACCOUNTS

      The Company shall maintain a Periodic Deposit Account for each Participant
and shall credit to that account in U.S. dollars all amounts received under the
Plan from the Participant. No interest will be paid to any Participant or
credited to his or her Periodic Deposit Account under the Plan with respect to
such funds. All amounts credited to a Participant's Periodic Deposit Account
shall be used to purchase Stock under subparagraph 4(c).

      Credits to an Eligible Employee's Periodic Deposit Account shall be made
by payroll deduction or other alternate payment arrangements, in accordance with
rules and procedures established by the Committee. An Eligible Employee may
increase, decrease, or eliminate the periodic credits to his or her Periodic
Deposit Account for future periods by filing a new election at any time during
an Option Period. The change shall become effective in accordance with the
Committee's rules and procedures as soon as practicable after the Company
receives the election, but the change will not affect amounts deposited with
respect to Eligible Compensation sooner than the Eligible Compensation payable
with respect to the next pay period after the Company receives the
authorization. If an Eligible Employee elects to eliminate the periodic credits
to his or her Periodic Deposit Account for future periods, exercise of the
Option shall occur as provided in subparagraph 4(a), unless the Participant has
withdrawn pursuant to paragraph 5.

      (d)   $25,000 LIMITATION

      No Eligible Employee shall be permitted to purchase Stock under the Plan
or under any other employee stock purchase plan of the Company or of any
Subsidiary which is intended to qualify under Code Section 423, at a rate which
exceeds $25,000 in fair market value of Stock (determined at the time the Option
is granted) for each calendar year in which any such Option granted to such
Participant is outstanding at any time.

4.    EXERCISE OF OPTIONS

      (a)   GENERAL STATEMENT

      On each Date of Exercise, the entire Periodic Deposit Account of each
Participant shall be used to purchase at the Option Price whole and/or
fractional shares of Stock subject to the Option. Each Participant automatically
and without any act on his or her part will be deemed to have exercised his or
her Option on each such Date of Exercise to the extent that


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the amounts then credited to the Participant's Periodic Deposit Account under
the Plan are used to purchase Stock.

      (b)   OPTION PRICE DEFINED

      The Option Price per share of Stock to be paid by each Participant on each
exercise of his or her Option shall be an amount in U.S. dollars equal to 85% of
the lesser of (i) the fair market value of a share of Stock on the Date of Grant
for the relevant Option Period, or (ii) the fair market value of a share of
Stock as of the applicable Date of Exercise. The fair market value of a share of
Stock as of a given date shall be the average of the high and low price of a
share of Stock on the New York Stock Exchange on such date.

      (c)   STOCK PURCHASE ACCOUNTS; STOCK CERTIFICATES

      The Company shall maintain a Stock Purchase Account for each Participant
to reflect the Stock purchased under the Plan by the Participant. Upon exercise
of an Option by a Participant pursuant to subparagraph 4(a), the Company shall
credit to the Participant's Stock Purchase Account the whole or fractional
shares of Stock purchased at that time.

      Except as provided in paragraph 6, certificates with respect to Stock
credited to a Participant's Stock Purchase Account shall be issued only on
request by the Participant for a distribution of whole shares or when necessary
to comply with the transaction requirements outside the United States. Upon
issuance of such a Stock certificate to a Participant, the Participant's Stock
Purchase Account shall be adjusted to reflect the number of shares of Stock
distributed to the Participant.

5.    WITHDRAWAL

      A Participant may withdraw all but not less than all the amounts credited
to his or her Periodic Deposit Account and not yet used to exercise his or her
Option under the Plan at any time by giving written notice to the Committee. All
of the amounts credited to the Participant's Periodic Deposit Account shall be
paid to such Participant promptly after receipt of notice of withdrawal, and
such Participant's Option for the Option Period shall be automatically
terminated, and no further amounts for the purchase of shares of Stock shall be
withheld for such Option Period. If a Participant withdraws from an Option
Period, payroll deductions shall not resume at the beginning of the succeeding
Option Period unless the Participant delivers to the Committee a new election to
participate in the Plan.

      A Participant's withdrawal from an Option Period shall not have any effect
upon his or her eligibility to participate in any similar plan of the Company or
a Subsidiary or in succeeding Option Periods that commence after the termination
of the Option Period from which the Participant withdraws.


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6.    RIGHTS ON RETIREMENT, DEATH, TERMINATION OF EMPLOYMENT

      If a Participant retires, dies, or otherwise terminates employment, or if
the corporation that employs a Participant ceases to be a Participating
Subsidiary, then to the extent practicable no further amounts shall be credited
to the Participant's Periodic Deposit Account from any pay due and owing to the
Participant after such retirement, death, or other termination of employment.
All amounts credited to such a Participant's Periodic Deposit Account shall be
used on the next Date of Exercise in that Option Period to purchase Stock under
paragraph 4. Such a Participant's Stock Purchase Account shall be terminated,
and Stock certificates with respect to whole shares of Stock and cash with
respect to fractional shares of Stock shall be distributed as soon as
practicable after such Date of Exercise.

      Notwithstanding anything in the Plan to the contrary and except to the
extent permitted under Code Section 423(a), a Participant's Option shall not be
exercisable more than three months after the Participant retires or otherwise
terminates employment from the Company or a Participating Subsidiary, including
as a result of the corporation ceasing to be a Participating Subsidiary.

7.    RESTRICTION UPON ASSIGNMENT

      An Option granted under the Plan shall not be transferable otherwise than
by will or the laws of descent and distribution, and is exercisable during the
Participant's lifetime only by the Participant. The Company will not recognize
and shall be under no duty to recognize any assignment or purported assignment
by a Participant, other than by will or the laws of descent and distribution, of
the Participant's interest in the Plan or of his or her Option or of any rights
under his or her Option.

8.    NO RIGHTS OF STOCKHOLDER UNTIL EXERCISE OF OPTION

      A Participant shall not be deemed to be a stockholder of the Company, or
have any rights or privileges of a stockholder, with respect to the number of
shares of Stock subject to an Option. A Participant shall have the rights and
privileges of a stockholder of the Company when, but not until, the
Participant's Option is exercised pursuant to paragraph 4(a) and the Stock
purchased by the Participant at that time has been credited to the Participant's
Stock Purchase Account.

9.    CHANGES IN THE STOCK; ADJUSTMENTS OF AN OPTION

      If, while any Options are outstanding, the outstanding shares of Stock
have increased, decreased, changed into, or been exchanged for a different
number or kind of shares or securities of the Company, or there has been any
other change in the capitalization of the Company, through merger,
reorganization, consolidation, recapitalization, stock split, reverse stock
split, spin-off, or similar transaction or other change in corporate structure
affecting the Stock, appropriate and proportionate adjustments may be made by
the Committee in the


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number, class and/or kind of shares which are subject to purchase under
outstanding Options, including, if the Committee deems appropriate, the
substitution of similar options to purchase shares of another company (with such
other company's consent). In addition, in any such event, the number and/or kind
of shares that may be offered in the Options shall also be proportionately
adjusted. No adjustments shall be made for dividends paid in the form of Stock.

10.   USE OF FUNDS; REPURCHASE OF STOCK

      All funds received or held by the Company under the Plan will be included
in the general funds of the Company free of any trust or other restriction and
may be used for any corporate purpose. The Company shall not be required to
repurchase from any Eligible Employee shares of Stock that the Eligible Employee
acquires under the Plan.

11.   WITHHOLDING

      The Company shall be entitled to make appropriate arrangements to comply
with any withholding requirements imposed by federal, state, foreign or local
law with respect to the purchase or disposition of shares of Stock under the
Plan, including, without limitation, deducting any applicable withholding from
the Participant's compensation, selling shares of Stock acquired under the Plan,
or deducting from the proceeds of a disposition of shares of Stock acquired
under the Plan.

12.   ADMINISTRATION BY COMMITTEE

      (a)   APPOINTMENT OF COMMITTEE

      The board of directors of the Company, or its delegate, shall appoint a
Committee, which shall be composed of one or more members, to administer the
Plan on behalf of the Company. Each member of the Committee shall serve for a
term commencing on the date specified by the board of directors of the Company,
or its delegate, and continuing until he or she dies or resigns or is removed
from office by such board of directors, or its delegate.

      (b)   DUTIES AND POWERS OF COMMITTEE

      It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to:

      (1)   determine when the initial and subsequent Option Periods and
            Purchase Periods will commence;

      (2)   interpret the Plan and the Options;

      (3)   adopt such rules for the administration, interpretation, and
            application of the Plan as are consistent with the Plan and
            Code Section 423; and


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      (4)   interpret, amend, or revoke any such rules.

      In its absolute discretion, the board of directors of the Company may at
any time and from time to time exercise any and all rights and duties of the
Committee under the Plan. The Committee may delegate any of its responsibilities
under the Plan by designating in writing other persons to carry out any or all
of such responsibilities.

      (c)   MAJORITY RULE

      The Committee shall act by a majority of its members in office. The
Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.

      (d)   COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS

      Each member of the Committee who is an employee of the Company or a
Subsidiary shall receive no additional compensation for his or her services
under the Plan. Each Committee member who is not an employee of the Company or a
Subsidiary shall receive such compensation for his or her services under the
Plan as the board of directors of the Company, or its delegate, may determine.
All expenses and liabilities incurred by members of the Committee in connection
with the administration of the Plan shall be borne by the Company. The Committee
may employ attorneys, consultants, accountants, appraisers, brokers, or other
persons. The Committee, the Company, and its officers and directors shall be
entitled to rely upon the advice, opinions, or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Participants, the
Company, and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Options, and all members of the Committee
shall be fully protected by the Company in respect to any such action,
determination, or interpretation.

13.   NO RIGHTS AS AN EMPLOYEE

      Nothing in the Plan or any Option shall be construed to give any person
(including any Eligible Employee or Participant) the right to remain in the
employ of the Company or a Subsidiary or to affect the right of the Company and
Subsidiaries to terminate the employment of any person (including any Eligible
Employee or Participant) at any time with or without cause, to the extent
otherwise permitted under law.

14.   TERM OF PLAN

      No Option may be granted during any period of suspension of the Plan or
after termination of the Plan, and in no event may any Option be granted under
the Plan after April 1, 2011.


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15.   AMENDMENT OF THE PLAN

      The board of directors of the Company, or its delegate, may amend,
suspend, or terminate the Plan at any time; provided that approval by the
Company's stockholders shall be required to amend the Plan to increase the
number of shares of Stock reserved for the Options under the Plan.

16.   EFFECT UPON OTHER PLANS

      The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary, except to the
extent required by law. Nothing in the Plan shall be construed to limit the
right of the Company or any Subsidiary (a) to establish any other forms of
incentives or compensation for employees of the Company or any Subsidiary or (b)
to grant or assume options otherwise than under the Plan in connection with any
proper corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition, by purchase, lease,
merger, consolidation, or otherwise, of the business, stock, or assets of any
corporation, firm, or association.

17.   NOTICES

      Any notice to be given under the terms of the Plan to the Company shall be
addressed to the Company in care of the Committee, and any notice to be given to
the Eligible Employee shall be addressed to the Eligible Employee at his or her
last address as reflected in the Company's records. By a notice given pursuant
to this paragraph 17, either party may hereafter designate a different address
for notices to be given to it or the Eligible Employee. Any notice which is
required to be given to the Eligible Employee shall, if the Eligible Employee is
then deceased, be given to the Eligible Employee's personal representative if
such representative has previously informed the Company of his or her status and
address by written notice under this paragraph 17. Any notice shall have been
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office,
branch post office, or other depository regularly maintained by the United
States Postal Services.

18.   TITLES

      Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan.


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