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                                                                   Exhibit 10.49

CINGULAR WIRELESS
EXHIBITS

Employment Agreement with Stanley T. Sigman

      To: Mr. Sigman
      From: Cingular Wireless, LLC Board of Directors
      Date: December 6, 2002
      Re: Employment at Cingular Wireless, LLC

      The following outlines the terms of your offer of employment at Cingular
      Wireless, LLC ("Cingular").

      1. Employment: Effective November 24, 2002, you will be employed by
      Cingular in Atlanta, Georgia as its President and Chief Executive Officer.
      Your employment will be employment at will, and either party may terminate
      your employment, with or without cause.

      2. Retention Benefit: You shall be granted a retention benefit in
      accordance with the terms set forth herein, which shall be valued at
      $5,000,000 as of the date of grant. Your right to receive the retention
      benefit shall vest and be payable on the third anniversary of the grant
      date; provided, if your employment is terminated by your death or
      permanent disability or by Cingular other than for cause, the retention
      benefit shall vest and be paid within thirty days of such termination of
      employment. If you otherwise quit or retire before the retention benefit
      vests, it shall be forfeited. The actual amount of the retention benefit
      shall be paid in cash and will be calculated by determining the number of
      shares of each of SBC and BellSouth stock that could be purchased at the
      closing prices of such stocks on the grant date (based on a ratio of 60%
      SBC stock and 40% BellSouth stock) (the equivalent number of shares of
      each of SBC and BellSouth stock, respectively, shall be referred to as
      "Share Equivalents") and paying you the value of such Share Equivalents
      based on the closing prices of SBC and BellSouth stock on the vesting
      date. On each date dividends are paid on SBC or BellSouth stock you shall
      receive dividend equivalents on the retention benefit equal to the
      dividend on a share of the stock paying the dividend multiplied by number
      of Share Equivalents of the relevant company you hold on the record date
      for such dividend where such record date occurs prior to the vesting or
      forfeiture of the Share Equivalents. In the event of a stock dividend,
      stock split, merger or other change in the corporate structure, the number
      of the Share Equivalents shall be reasonably adjusted to prevent dilution
      or enlargement of rights.

      3. Base Pay, Short-Term Pay and Long-Term Pay: Provided you continue to be
      employed by Cingular (or its successor), for the next three years, (i)
      your annual rate of base pay shall not be less than $900,000 ("Base Pay"),
      (ii) your annual short-term target shall not be less than $1,144,000, and
      (iii) your annual long-term target shall be valued at no less than
      $5,000,000 on the grant date. You shall receive a gross up for Georgia
      income tax on your Base Pay, the actual amount of your short-term award,
      and the actual amount of your long-term award paid under the SBC long-term
      incentive plan or under the Cingular long-term incentive plan, but only to
      the extent any of such payments are subject to Georgia income tax. Your
      long-term award described in item (iii) above shall be governed by the
      terms of the Cingular long-term incentive plan, however, for purposes of
      vesting, your service with SBC will be recognized. Your annual long-term
      awards under the Cingular long-term incentive plan are subject to
      adjustment based on accomplishment of Cingular financial

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CINGULAR WIRELESS                                                  Exhibit 10.49
EXHIBITS

      performance. Your long-term awards under the Cingular long-term incentive
      plan will be paid on the third anniversary of the grant date, and they
      will be paid in cash, unless, on the payment date, Cingular (or its
      successor) is a publicly-traded entity, in which event your long-term
      award could be paid in cash or equity of Cingular (or its successor), at
      the option of Cingular (or its successor).

      4. Incentive Payments: Cingular (or its successor) will pay you $160,000
      on or about November 24, 2002, $160,000 on or about November 24, 2003 and
      $160,000 on or about November 24, 2005, provided you are employed by
      Cingular (or its successor) on each of the foregoing payment dates. Each
      of these payments will be grossed up for Georgia state income tax, and
      $60,000 of each of these payments will be grossed up for federal income
      tax.

      5. Supplemental Pension Benefit: You will be eligible to continue
      participation and accrue benefits in the SBC Supplemental Retirement
      Income Plan ("SRIP") during your employment at Cingular. Your SRIP benefit
      shall be paid by SBC in accordance with the terms of the SBC SRIP. The
      non-grossed up amount of your Base Pay and $100,000 of each of your
      Incentive Payments (referred to in paragraph 4, above), which is
      considered salary for the SBC SRIP, and the non-grossed up amount of your
      actual short-term award, will be eligible "earnings" for purposes of your
      SBC SRIP calculation. Your SBC SRIP benefit will be offset by the amount
      of any qualified and/or nonqualified pension benefits that you receive or
      received from plans sponsored by SBC or Cingular. You will not be eligible
      to accrue benefits in the Cingular SRIP during any period of time that you
      are accruing benefits in the SBC SRIP.

Income Tax Gross Up Calculation: The payments described in Paragraphs 3 and 4
that are subject to Georgia income tax and other compensation you receive from
SBC and/or Cingular that is subject to Georgia income tax, except the Retention
Benefit, will be grossed up for Georgia income tax. In addition, $60,000 of each
of the payments described in Paragraph 4 will be gross up for federal income
tax. The gross up will be based on the highest marginal income tax rate for
Georgia income tax and, as applicable, for federal income tax (the "Initial
Gross Up"). The Initial Gross Up will also be grossed up for federal and Georgia
income tax as necessary to make you whole.