<PAGE>
                                                                   EXHIBIT 4.12

                              DECLARATION OF TRUST

                         AT&T WIRELESS CAPITAL TRUST II

                           Dated as of April 24, 2003


<PAGE>

                                    CONTENTS

<TABLE>
<S>      <C>      <C>                                                                                   <C>
ARTICLE I DEFINITIONS....................................................................................3
         1.1      Definitions............................................................................3
ARTICLE II ORGANIZATION..................................................................................6
         2.1      Name...................................................................................6
         2.2      Initial Trust Estate...................................................................6
         2.3      Office.................................................................................6
         2.4      Purpose................................................................................6
         2.5      Authority..............................................................................6
         2.6      Title to Property of the Trust.........................................................6
         2.7      Powers of the Trustees.................................................................7
         2.8      Filing of Certificate of Trust.........................................................8
         2.9      Duration of Trust......................................................................8
         2.10     Responsibilities of the Sponsor........................................................8
         2.11     Declaration Binding on Holders of Securities...........................................8
ARTICLE III TRUSTEES.....................................................................................9
         3.1      Trustees...............................................................................9
         3.2      Delaware Trustee.......................................................................9
         3.3      Execution of Documents................................................................10
         3.4      Not Responsible for Recitals or Sufficiency of Declaration............................10
ARTICLE IV LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS.........................10
         4.1      Exculpation...........................................................................10
         4.2      Fiduciary Duty........................................................................11
         4.3      Indemnification.......................................................................12
         4.4      Outside Businesses....................................................................14
ARTICLE V AMENDMENTS, DISSOLUTION, MISCELLANEOUS........................................................15
         5.1      Amendments............................................................................15
         5.2      Dissolution of Trust..................................................................15
         5.3      Governing Law.........................................................................15
         5.4      Headings..............................................................................15
         5.5      Successors and Assigns................................................................15
         5.6      Partial Enforceability................................................................16
         5.7      Counterparts..........................................................................16
EXHIBIT A...............................................................................................18
CERTIFICATE OF TRUST....................................................................................18
OF       18
AT&T WIRELESS CAPITAL TRUST II..........................................................................18
</TABLE>


                                      -2-
<PAGE>

                              DECLARATION OF TRUST

                                       OF

                         AT&T WIRELESS CAPITAL TRUST II

                                 April 24, 2003

         DECLARATION OF TRUST (" Declaration") dated and effective as of April
24, 2003 by the Trustees (as defined herein), the Sponsor (as defined herein),
and by the holders, from time to time, of undivided beneficial interests in the
Trust to be issued pursuant to this Declaration;

         WHEREAS, the Trustees and the Sponsor desire to establish a trust (the
"Trust") pursuant to the Statutory Trust Act (as defined herein) for the sole
purpose of (i) issuing and selling certain securities representing undivided
beneficial interests in the assets of the Trust, (ii) holding certain
Debentures of the Debenture Issuer (each as defined herein) and (iii) engaging
in only those other activities necessary, advisable or incidental thereto;

         NOW, THEREFORE, it being the intention of the parties hereto that the
Trust constitute a statutory trust under the Statutory Trust Act and that this
Declaration constitutes the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

                                   ARTICLE I
                                  DEFINITIONS

1.1      DEFINITIONS

         Unless the context otherwise requires:

         (a)      Capitalized terms used in this Declaration but not defined in
the preamble above have the respective meanings assigned to them in this
Section 1.1;

         (b)      a term defined anywhere in this Declaration has the same
meaning throughout;

         (c)      all references to "the Declaration" or "this Declaration" are
to this Declaration of Trust as modified, supplemented or amended from time to
time;

         (d)      all references in this Declaration to Articles and Sections
are to Articles and Sections of this Declaration unless otherwise specified:

         (e)      a reference to the singular includes the plural and vice
versa;


                                      -3-
<PAGE>

         (f)      a reference to any Person shall include its successors and
assigns;

         (g)      a reference to any agreement or instrument shall mean such
agreement or instrument as supplemented, modified, amended and restated and in
effect from time to time; and

         (h)      a reference to any statute, law, rule or regulation, shall
include any amendments thereto and any successor, statute, law, rule or
regulation.

         "1933 Act Registration Statement" means a registration statement on
Form S-3.

         "1934 Act Registration Statement" means a registration statement on
Form 8-A.

         "Administrative Trustee" means any Trustee other than the Delaware
Trustee and Property Trustee.

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

         "AT&T Wireless" means AT&T Wireless Services, Inc., a Delaware
corporation, or any successor entity in a merger.

         "Business Day" means any day other than a day on which banking
institutions in New York, New York,or Seattle, Washington are authorized or
required by any applicable law or executive order to close.

         "Capital Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set
out in any amendment to this Declaration.

         "Commission" means the Securities and Exchange Commission.

         "Common Security" means a security representing an undivided
beneficial interest in the assets of the Trust with such terms as may be set
out in any amendment to this Declaration.

         "Company Indemnified Person" means (a) any Administrative Trustee; (b)
any Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any employee or agent of the Trust or its
Affiliates.

         "Covered Person" means any officer, director, shareholder, partner,
member, representative, employee or agent of the Trust or the Trust's
Affiliates.

         "Debenture Issuer" means AT&T Wireless in its capacity as the issuer
of the Debentures under the Indenture.


                                      -4-
<PAGE>

         "Debentures" means Debentures to be issued by the Debenture Issuer and
acquired by the Trust.

         "Debenture Trustee" means the original trustee under the Indenture
until a successor is appointed thereunder, and thereafter means any such
successor trustee.

         "Delaware Trustee" has the meaning set forth in Section 3.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
4.3(b).

         "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

         "Indenture" means the indenture to be entered into between AT&T
Wireless and the Debenture Trustee pursuant to which the Debentures are to be
issued.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

         "Property Trustee" has the meaning set forth in Section 3.1.

         "Securities" means collectively the Common Securities and the Capital
Securities.

         "Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

         "Sponsor" means AT&T Wireless in its capacity as sponsor of the Trust.

         "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. (S) (S) 3801 et seq., as it may be amended from time to time,
or any successor legislation.

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with
the provisions hereof, and reference herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.


                                      -5-
<PAGE>

                                   ARTICLE II
                                  ORGANIZATION

2.1      NAME

         The Trust created by this Declaration is named "AT&T Wireless Capital
Trust II". The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Administrative Trustees.

2.2      INITIAL TRUST ESTATE

         The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trustees hereby acknowledge receipt of such amount
from the Sponsor, which amount shall constitute the initial trust estate. The
Trustees hereby declare that they will hold the initial trust estate for the
Sponsor.

2.3      OFFICE

         The address of the principal office of the Trust is c/o AT&T Wireless
Services, Inc. 7277 164th Avenue NE, Building 1, Redmond, Washington 98052,
Attention: Phil Sisneros, Administrative Trustee. On ten Business Days written
notice to the holders of Securities, the Administrative Trustees may designate
another principal office.

2.4      PURPOSE

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Securities, (b) purchase and hold certain Debentures of the Debenture
Issuer and (c) engage in only those other activities necessary, advisable or
incidental thereto. The Trust shall not borrow money, issue debt or reinvest
proceeds derived from investments, pledge any of its assets, or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
not to be classified for United States federal income tax purposes as a grantor
Trust.

2.5      AUTHORITY

         Subject to the limitations provided in this Declaration, the
Administrative Trustees shall have exclusive and complete authority to carry
out the purposes of the Trust. An action taken by the Administrative Trustees
in accordance with their powers shall constitute the act of and serve to bind
the Trust. In dealing with the Administrative Trustees acting on behalf of the
Trust, no person shall be required to inquire into the authority of the
Administrative Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Administrative
Trustees as set forth in this Declaration.

2.6      TITLE TO PROPERTY OF THE TRUST

         Legal title to all assets of the Trust shall be vested in the Trust.


                                      -6-
<PAGE>

2.7      POWERS OF THE TRUSTEES

         The Administrative Trustees shall have the exclusive power and
authority to cause the Trust to engage in the following activities:

                  (a)      to issue and sell the Capital Securities and the
Common Securities in accordance with this Declaration: provided, however, that
the Trust may issue no more than one series of Capital Securities and no more
than one series of Common Securities, and, provided further, that there shall
be no interests in the Trust other than the Securities;

                  (b)      in connection with the issue and sale of the Capital
Securities, at the direction of the Sponsor, to:

                           (i)      file with the Commission and execute, in
each case on behalf of the Trust, (A) a 1933 Act Registration Statement,
including any pre-effective or post-effective amendments to the 1933 Act
Registration Statement, relating to the registration under the Securities Act
of the Capital Securities and (B) a 1934 Act Registration Statement including
all pre-effective and post-effective amendments thereto, relating to the
registration of the Capital Securities under Section 12(b) of the Exchange Act;

                           (ii)     file with the New York Stock Exchange and
execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Capital Securities to be listed on
the New York Stock Exchange;

                           (iii)    execute and file any documents prepared by
the Sponsor, or take any acts as determined by the Sponsor to be necessary in
order to qualify or register all or part of the Capital Securities in any State
or foreign jurisdiction in which the Sponsor has determined to qualify or
register such Capital Securities for sale;

                           (iv)     execute and deliver letters, documents, or
instruments with The Depository Trust Company relating to the Capital
Securities;

                           (v)      execute and enter into subscription
agreements, purchase agreements and other related agreements providing for the
sale of the Common Securities and the Capital Securities;

                  (c)      to employ or otherwise engage employees and agents
(who may be designated as officers with titles) and managers, contractors,
advisors, and consultants and provide for reasonable compensation for such
services;

                  (d)      to incur expenses that are necessary or incidental
to carry out any of the purposes of this Declaration, which expenses shall be
paid for by the Sponsor in all respects; and


                                      -7-
<PAGE>

                  (e)      to execute all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing.

2.8      FILING OF CERTIFICATE OF TRUST

         On or after the date of execution of this Declaration, the Trustees
shall cause the filing of the Certificate of Trust for the Trust in the form
attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

2.9      DURATION OF TRUST

         The Trust, absent termination pursuant to the provisions of Section
5.2, shall have existence for thirty-one (31) years from the date hereof.

2.10     RESPONSIBILITIES OF THE SPONSOR

         In connection with the issue and sale of the Capital Securities, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:

                  (a)      to prepare the 1933 Act Registration Statement and
the 1934 Act Registration Statement, including any amendments or supplements
thereto;

                  (b)      to determine the States and foreign jurisdictions in
which to take appropriate action to qualify or register for sale all or part of
the Capital Securities and to do any and all such acts, other than actions
which must be taken by the Trust, and advise the Trust of actions it must take,
and prepare for execution and filing any documents to be executed and filed by
the Trust, as the Sponsor deems necessary or advisable in order to comply with
the applicable laws of any such States and foreign jurisdictions; and

                  (c)      to negotiate the terms of subscription agreements,
purchase agreements and other related agreements providing for the sale of the
Common Securities and Capital Securities.

2.11     DECLARATION BINDING ON HOLDERS OF SECURITIES

         Every Person by virtue of having become a holder of a Security or any
interest therein in accordance with the terms of this Declaration shall be
deemed to have expressly assented and agreed to the terms of, and shall be
bound by. this Declaration.


                                      -8-
<PAGE>

                                  ARTICLE III
                                    TRUSTEES

3.1      TRUSTEES

         The number of Trustees initially shall be four (4), and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by
a written instrument signed by the Sponsor. The Sponsor is entitled to appoint
or remove without cause any Trustee at any time; provided, however that the
number of Trustees shall in no event be less than two (2); provided further
that (a) one (1) Trustee, in the case of a natural person, shall be a person
who is a resident of the State of Delaware or which, if not a natural person,
is an entity which has its principal place of business in the State of Delaware
(the "Delaware Trustee") and (b) there shall be at least one (1) Administrative
Trustee who is an employee or officer of, or is affiliated with, the Sponsor.

         Except as expressly set forth in this Declaration, if there are more
than two (2) Administrative Trustees, any power of such Administrative Trustees
may be exercised by, or with the consent of, a majority of such Administrative
Trustees: provided that if there are two (2) Administrative Trustees, any power
of such Administrative Trustees shall be exercised by both Administrative
Trustees; provided further that if there is only one Administrative Trustee,
all powers of the Administrative Trustees shall be exercised by such one
Administrative Trustee.

         The initial Administrative Trustee(s) shall be:

                  Phil Sisneros
                  Errol Harris

         The initial Delaware Trustee shall be:

         U.S. Bank Trust National Association
         300 East Delaware Avenue, 8th Floor
         Wilmington, DE  19809

         The initial property trustee (the "Property Trustee"), meeting the
requirements of the Trust Indenture Act of 1939, as amended, shall be:

                  U.S. Bank Trust National Association
                  180 East Fifth Street, 2nd Floor
                  St. Paul, MN  55101

3.2      DELAWARE TRUSTEE

         Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any of the powers, nor shall the
Delaware Trustee have any of the


                                      -9-
<PAGE>

duties and responsibilities, of the Trustees described in this Declaration
(except as required under the Statutory Trust Act). The Delaware Trustee shall
be a Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust Act. Notwithstanding anything herein to the
contrary, the Delaware Trustee shall not be liable for the acts or omissions to
act of the Trust or of the Administrative Trustees except such acts as the
Delaware Trustee is expressly obligated or authorized to undertake under this
Declaration or the Statutory Trust Act and except for the negligence or willful
misconduct of the Delaware Trustee.

3.3      EXECUTION OF DOCUMENTS

                  (a)      Unless otherwise determined by the Administrative
Trustees, and except as otherwise required by the Statutory Trust Act, any
Administrative Trustee is, or if there are more than two (2) Administrative
Trustees, any two (2) Administrative Trustees are, authorized to execute on
behalf of the Trust any documents which the Administrative Trustees have the
power and authority to cause the Trust to execute pursuant to Section 2.7; and

                  (b)      an Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 2.7.

3.4      NOT RESPONSIBLE FOR RECITALS OR SUFFICIENCY OF DECLARATION

         The recitals contained in this Declaration shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make
no representations as to the validity or sufficiency of this Declaration.

                                   ARTICLE IV
               LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                               TRUSTEES OR OTHERS

4.1      EXCULPATION

                  (a)      No Indemnified Person shall be liable, responsible
or accountable for damages or otherwise to the Trust or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of the Trust and
in a manner such Indemnified Person reasonably believed to be within the scope
of the authority conferred on such Indemnified Person by this Declaration or by
law, except that an Indemnified Person shall be liable for any such loss,
damage or claim incurred by reason of such Indemnified Person's negligence or
willful misconduct with respect to such acts or omissions; and


                                     -10-
<PAGE>

                  (b)      an Indemnified Person shall be fully protected in
relying in good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount of
assets from which distributions to holders of Securities might properly be
paid.

4.2      FIDUCIARY DUTY

                  (a)      To the extent that, at law or in equity, an
Indemnified Person has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to any other Covered Person, an Indemnified
Person acting under this Declaration shall not be liable to the Trust or to any
other Covered Person for its good faith reliance on the provisions of this
Declaration. The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person otherwise existing
at law or in equity, are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person;

                  (b)      unless otherwise expressly provided herein:

                           (i)      whenever a conflict of interest exists or
arises between Covered Persons; or

(ii) whenever this Declaration or any other agreement contemplated herein
provides that an Indemnified Person shall act in a manner that is, or provides
terms that are, fair and reasonable to the Trust or any holder of Securities,
the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise; and

                  (c)      whenever in this Declaration an Indemnified Person
is permitted or required to make a decision:

                           (i)      in its "discretion" or under a grant of
similar authority, the Indemnified Person shall be entitled to consider such
interests and factors as it desires, including its own interests, and shall
have no duty or obligation to give any consideration to any interest of or
factors affecting the Trust or any other Person; or


                                     -11-
<PAGE>

                           (ii)     in its "good faith" or under another
express standard, the Indemnified Person shall act under such express standard
and shall not be subject to any other or different standard imposed by this
Declaration or by applicable law.

4.3      INDEMNIFICATION

                  (a)      (i)      The Sponsor shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason
of the fact that he is or was a Company Indemnified Person against expenses
(including reasonable attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Company Indemnified Person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

                           (ii)     The Sponsor shall indemnify, to the full
extent permitted by law, any Company Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Trust to procure a judgment in its
favor by reason of the fact that he is or was a Company Indemnified Person
against expenses (including reasonable attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust, except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Company Indemnified Person shall have been adjudged to be liable to
the Trust unless and only to the extent that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.

                           (iii)    Any indemnification under paragraphs (i)
and (ii) of this Section 4.3(a) (unless ordered by a court) shall be made by
the Debenture Issuer only as authorized in the specific case upon a
determination that indemnification of the Company Indemnified Person is proper
in the circumstances because the Company Indemnified Person has met the
applicable standard of conduct set forth in paragraphs (i) and (ii). Such
determination shall be made (1) by the Administrative Trustees by a majority
vote of a quorum consisting of such Administrative Trustees who were not
parties to such action, Suit


                                     -12-
<PAGE>

or proceeding, (2) if such a quorum is not obtainable, or, even if obtainable,
if a quorum of disinterested Administrative Trustees so directs, by independent
legal counsel in a written opinion, or (3) by the Common Security Holder of the
Trust.

                           (iv)     Expenses (including reasonable attorneys
fees) incurred by a Company Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 4.3(a) shall be paid by the Debenture
Issuer in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such Company Indemnified
Person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Debenture Issuer as authorized in this
Section 4.3(a). Notwithstanding the foregoing, no advance shall be made by the
Debenture Issuer if a determination is reasonably and promptly made (i) by the
Administrative Trustees by a majority vote of a quorum of disinterested
Administrative Trustees, (ii) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion or (iii) by the Common Security
Holder of the Trust, that, based upon the facts known to such Administrative
Trustees, counsel or the Common Security Holder at the time such determination
is made, such Company Indemnified Person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of
the Trust, or, with respect to any criminal proceeding, that such Company
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the
Administrative Trustees, independent legal counsel or Common Security Holder
reasonably determine that such person deliberately breached his duty to the
Trust or the Common Security or Capital Security Holders.

                           (v)      The indemnification and advancement of
expenses provided by, or granted pursuant to, the other paragraphs of this
Section 4.3(a) shall not be deemed exclusive of any other rights to which a
person seeking indemnification and advancement of expenses may be entitled
under any agreement, vote of shareholders or disinterested directors of the
Debenture Issuer or Capital Security Holders of the Trust or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office. All rights to indemnification under this
Section 4.3(a) shall be deemed to be provided by a contract between the
Debenture Issuer and each Company Indemnified Person who serves in such
capacity at any time while this Section 4.3(a) is in effect. Any repeal or
modification of this Section 4.3(a) shall not affect any rights or obligations
then existing.

                           (vi)     The Sponsor or the Trust may purchase and
maintain insurance on behalf of any person who is or was a Company Indemnified
Person against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Debenture Issuer would have the power to indemnify him against such liability
under the provisions of this Section 4.3(a).


                                     -13-
<PAGE>

                           (vii)    For purposes of this Section 4.3(a),
references to "the Trust" shall include, in addition to the resulting or
surviving entity, any constituent entity (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any person who is
or was a director, trustee, officer or employee of such constituent entity, or
is or was serving at the request of such constituent entity as a director,
trustee, officer, employee or agent of another entity, shall stand in the same
position under the provisions of this Section 4.3(a) with respect to the
resulting or surviving entity as he would have with respect to such constituent
entity if its separate existence had continued.

                           (viii)   The indemnification and advancement of
expenses provided by, or granted pursuant to, this Section 4.3(a) shall, unless
otherwise provided when authorized, or ratified, continue as to a person who
has ceased to be a Company Indemnified Person and shall inure to the benefit of
the heirs, executors and administrators of such a person.

                  (b)      The Sponsor agrees to indemnify the (i) the Property
Trustee and the Delaware Trustee, (ii) any Affiliate of the Property Trustee or
the Delaware Trustee, and (iii) any officers, directors, shareholders, members,
partners, employees, representatives. nominees, custodians or agents of the
Property Trustee or the Delaware Trustee (each of the Persons in (i) through
(iii) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees
and expenses) of defending itself against, or investigating, any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. The provisions of this Section 4.3(b) shall survive the
termination of this Declaration or the resignation or removal of the Property
Trustee and the Delaware Trustee.

4.4      OUTSIDE BUSINESSES

         Any Covered Person, the Sponsor and the Delaware Trustee may engage in
or possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income or
profits derived therefrom and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor or the Delaware Trustee shall be
obligated to present any particular investment or other opportunity to the
Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and any Covered Person, the Sponsor and the
Delaware Trustee shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person and the Delaware Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the


                                     -14-
<PAGE>

Sponsor, or may act as depositary for, trustee or agent for or may act on any
committee or body of holders of, securities or other obligations of the Sponsor
or its Affiliates.

                                   ARTICLE V
                     AMENDMENTS, DISSOLUTION, MISCELLANEOUS

5.1      AMENDMENTS

         At any time before the issue of any Securities, this Declaration may
be amended by, and only by, a written instrument executed by all of the
Administrative Trustees and the Sponsor.

5.2      DISSOLUTION OF TRUST

                  (a)      The Trust shall dissolve:

                           (i)      upon the bankruptcy of the Sponsor;

                           (ii)     upon the filing of a certificate of
dissolution or its equivalent with respect to the Sponsor or the revocation of
the Sponsor's charter;

                           (iii)    upon the entry of a decree of judicial
dissolution of the Sponsor or the Trust; or

                           (iv)     before the issuance of any Securities, with
the consent of all of the Administrative Trustees and the Sponsor.

                  (b)      As soon as is practicable after the occurrence of an
event referred to in Section 5.2(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.

5.3      GOVERNING LAW

         THIS DECLARATION AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT
REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS.

5.4      HEADINGS

         Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.


                                     -15-
<PAGE>

5.5      SUCCESSORS AND ASSIGNS

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party Shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of the respective
successors and assigns of such parties, whether so expressed.

5.6      PARTIAL ENFORCEABILITY

         If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder
of this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

5.7      COUNTERPARTS

         This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

              [Remainder of this page intentionally left blank.]


                                     -16-
<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this Declaration to be
executed as of the day and year first above written.


                                      /s/ Phil Sisneros
                                      ----------------------------------------
                                      Phil Sisneros
                                      As Administrative Trustee


                                      /s/ Errol Harris
                                      ----------------------------------------
                                      Errol Harris
                                      As Administrative Trustee

                                      U.S. BANK TRUST NATIONAL ASSOCIATION, as
                                      Delaware Trustee


                                      By: /s/ Frank P. Leslie III
                                      ----------------------------------------
                                      Name:  Frank P. Leslie III
                                      Title: Vice President

                                      U.S. BANK TRUST NATIONAL ASSOCIATION as
                                      Property Trustee


                                      By: /s/ Frank P. Leslie III
                                      ----------------------------------------
                                      Name:  Frank P. Leslie III
                                      Title: Vice President

                                      AT&T WIRELESS SERVICES, INC., as
                                      Sponsor



                                      By: /s/ Errol Harris
                                      ----------------------------------------
                                      Name:  Errol Harris
                                      Title:


                                     -17-
<PAGE>

                                   EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                         AT&T WIRELESS CAPITAL TRUST II

         This Certificate of Trust is being executed as of April 24, 2003 for
the purposes of organizing a statutory trust pursuant to the Delaware Statutory
Trust Act, 12 Del C. ss.ss. 3801 et seq (the "Act")

         The undersigned hereby certifies as follows:

         1.       Name: The name of the statutory trust is "AT&T Wireless
Capital Trust II" (the "Trust").

         2.       Delaware Trustee. The name and business address of the
Delaware resident trustee of the Trust meeting the requirements of Section 3807
of the Act are as follows:
                           U.S. Bank Trust National Association
                           300 East Delaware Avenue, 8th Floor
                           Wilmington, DE  19809

         3.       Effective. This Certificate of Trust shall be effective
immediately upon filing in the Office of the Secretary of State of the State of
Delaware.


                                     -18-
<PAGE>

         IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust, have duly executed this Certificate of Trust as of the day and year
first above written.

                                      U.S. BANK TRUST NATIONAL ASSOCIATION, AS
                                      DELAWARE TRUSTEE



                                      By:
                                         ------------------------------------
                                      Name:
                                      Title:

                                      U.S. BANK TRUST NATIONAL ASSOCIATION AS
                                      PROPERTY TRUSTEE



                                      By:
                                         ------------------------------------
                                      Name:
                                      Title:

                                      ADMINISTRATIVE TRUSTEE



                                      By:
                                         ------------------------------------
                                                   Phil Sisneros

                                      ADMINISTRATIVE TRUSTEE



                                      By:
                                         ------------------------------------
                                                 Errol Harris


                                     -19-