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                                                                    Exhibit 10.1



May 16, 2001


Andre Dahan
201 East 80th Street, Apt. 3I
New York, NY

Dear Andre:

         It gives me great pleasure to offer you a Senior Management position
within AT&T Wireless Group (the Company). As you know, the Company has been a
subsidiary of AT&T and is presently in the process of being split off as an
independent entity. In addition to confirming my offer, this letter will detail
the terms and conditions of your employment and outline the current major
features of the Company's compensation and benefit plans and practices.

         ASSUMPTION OF DUTIES: Effective July 1, 2001 ("the Effective Date"),
you will assume the position of President, Mobile Multimedia Services for the
AT&T Wireless Group that is presently being formed. You will report to the CEO -
AT&T Wireless Group (John Zeglis). Your principal office location will be in
Redmond, Washington.

         BASE SALARY: Your initial base salary will be $600,000 per year. It is
anticipated that this rate will be reviewed annually for increase to reflect
individual performance and base salary structure changes applicable to
comparable executives. The first time your base salary level will be subject to
review is in March 2002; provided that, however, your base salary shall in no
event be reduced at any time.

         ANNUAL BONUS: You will be eligible, based on Company performance
against established objectives, for an annual bonus amount targeted (not actual)
at 100% of your base salary, or $600,000 for 2001. Assuming your employment
continues through the end of the year your 2001 bonus will be prorated from your
date of hire and paid based on the Company's achievement of its objectives, for
the first part of the year of which you are not an employee, you will be paid at
target prorated for that portion of the year. After 2001, your bonus eligibility
will be calculated on the same basis and criteria as for other bonus-eligible
executives. No bonus will be paid if you are not actively employed at the
Company at the end of a payout period.

         EMPLOYEE STOCK OPTIONS: It will be recommended to the Executive
Compensation and Benefits Committee that you be awarded a nonqualified stock
option grant for 500,000 AT&T Wireless Group common shares (AWE) during the next
scheduled grant cycle, typically the last business day of the month of your date
of hire, unless we are in a black-out period. This award will also be subject to
approval by the Compensation and Employee Benefits Committee of the AT&T Board
of Directors and will be issued pursuant to the terms and conditions of AT&T's
1997 Long Term Incentive Plan.
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         The exercise price of your stock option will be the fair market value
of AWE determined on the date of the grant. The fair market value is based on
the average of the high and low trading prices of AWE on the New York Stock
Exchange. The stock option will have a ten-year term, subject to earlier
termination in the event of termination of your employment at the Company prior
to this time. Assuming continued employment at the Company, the stock option
will vest over 3-1/2 years, with 25% vesting on the sixth month anniversary of
the date of grant, and 6.25% vesting each quarter thereafter. Following
Committee approval of your stock option grant, you will receive a stock option
letter agreement or similar notice further describing the foregoing terms and
other terms and conditions applicable to your stock option grant.

         Historically, stock option grants have been made annually to senior
managers. Because of the terms of your initial grant, you would next be eligible
for an award in 2003. However, as with the annual bonus, long-term incentives
are closely linked with the Company's strategy to meet the challenges of an
ever-changing marketplace. Accordingly, other than the initial grant described
above, the Company cannot guarantee continuation of the Long Term Incentive Plan
in its current format, nor can it guarantee annual grant levels to individual
participants. This program is for selected employees of the Company and all
details regarding your participation should be treated as confidential.

         HIRING INCENTIVES: In order to mitigate forfeitures associated with
your departure from your prior employer, the Company will provide you with the
following Hiring Incentives:

                  RESTRICTED STOCK UNIT AWARD: Effective on your date of hire
                  the Company will grant you a Restricted Stock Unit award for
                  131,615 AT&T Wireless Services Tracking Stock. Such award is
                  subject to the terms and conditions set forth in the
                  Restricted Stock Unit agreement and, assuming continued
                  Company employment, the restricted stock units vest as
                  follows: one-third in 2002, one-third in 2003 and one-third in
                  2004.

                  ADDITIONAL RESTRICTED STOCK UNITS: Effective on your date of
                  hire the Company will grant you an additional Restricted Stock
                  Unit award for 26,104 AT&T Wireless Services Tracking Stock.
                  Terms and conditions, and vesting is as stated above. These
                  Restricted Stock Units are to offset the lost value of
                  Performance Shares from your previous employer.

                  STOCK OPTIONS: You will be provided with an additional 300,000
                  stock options granted under the same terms and conditions
                  stated as the stock options section above.

                  RESPONSIBILITY FOR TAXES: It is understood and agreed that you
                  bear the responsibility and liability upon vesting for the tax
                  consequences of the hiring incentives to be provided to you as
                  described above.


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         RETIREMENT PROVISION: Upon reaching age 55, you will be granted a
payment of $125,000 on an annual basis in recognition of the lost value of the
retirement program from your previous employer.

         NOTE:  HB will work out design for delivery of that payment.

         CHANGE IN CONTROL PROVISIONS: The Company anticipates that, after the
spinoff from AT&T, the Company will have a Change of Control provision that will
be applicable to you and other similarly situated employees of the Company.
Until then, if your employment is terminated following a Change in Control (as
defined in Attachment A), you will receive compensation and benefits based on
criteria comparable to those that apply to similarly situated executives of the
Company; provided that, at a minimum, you will receive two years' salary, bonus
and benefits (or the equivalent) and an acceleration of the vesting of your
stock options.

         SEVERANCE BENEFIT: In the event of any Company initiated termination,
other than for "Cause" (as defined below), you will receive two years' salary,
bonus and benefits (or the equivalent) and an acceleration of the vesting of
your stock options.

         "Cause" shall be defined as follows:

          (1)  Your conviction (including a plea of guilty or nolo contendere)
               of a felony involving theft or moral turpitude or relating to the
               business of the Company, other than a felony predicated on your
               vicarious liability. Vicarious liability means, and only means,
               any liability which is based on acts of the Company for which you
               are charged solely as a result of your offices with the Company
               and in which you, either (i) were not directly involved or did
               not have prior knowledge of such actions or inactions, or (ii)
               counsel had advised that the action or inaction was permissible.

          (2)  You engage in conduct that constitutes willful gross neglect or
               willful gross misconduct in carrying out your duties under this
               Agreement, resulting, in either case, in material economic harm
               to the Company and its subsidiaries and divisions.

         BENEFITS: You will, of course, be eligible for the benefit programs
currently available to all Company executives at your level, and you will be
eligible for future compensation and benefit plans established for executives at
your level based on the then current eligibility requirements established for
participation in such future benefits. In addition, you will be entitled to 4
weeks annual vacation. Materials describing the benefit programs will be sent to
you under separate cover and will be reviewed during your orientation. These
documents outline the benefits available to you under various Company employee
benefit plans, programs and practices.

         RELOCATION: Your relocation from New York to Redmond, Washington or
other west coast location will be handled pursuant to the details addressed in
the enclosed AT&T Wireless Services Relocation Plan (Attachment B). If you leave
your employment with the Company voluntarily within 18 months of your start date
in this position, you agree to reimburse the Company for the prorated amount of
the costs to relocate you for this position, calculated on a monthly basis. By
signature below, you further consent to the Company's

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deducting the prorated balance of this payment from your final paycheck.
Relocation assistance will be authorized once the Company receives your signed
Offer Letter. PLEASE CONTACT ALISON NAMBA AT (425) 580-5973 TO BEGIN THE
RELOCATION PROCESS, OR FOR MORE SPECIFICS REGARDING YOUR MOVE. The AT&T Wireless
Services Relocation Plan pays for real estate services only by real estate
agents that have been certified by the Company to provide such services. It is
recommended that you do not contact a real estate agent until after you have
contacted Alison Namba to receive information on certified agents.

         Temporary housing will be provided in the Redmond, Washington area
until a permanent West Coast location is determined

         CONFIDENTIALITY: It is agreed and understood that you will not disclose
the specific terms of this employment offer letter or any fact concerning its
negotiation or implementation, except in compliance with process, prior to the
information being made public by the Company. You may, however, discuss the
contents of this letter with your spouse, legal and/or financial counselor, and
disclose the forfeiture provisions with any potential future employer. The
confidentiality provisions of the Company's standard Employment Agreement will
also bind you.

         COMPETITION: As indicated in the attached AT&T Non-Competition
Guideline (Attachment C), a number of AT&T incentive arrangements and/or
non-qualified benefits may be subject to non-competition constraints that result
in the forfeiture of future amounts, benefits or rights if the Guideline is
violated. In no event will the Guideline or any incentive arrangements or
non-qualified benefits as they apply to you (1) require you to agree to a
prohibition on certain competitive activities as a condition of receiving
benefits (as opposed to potential forfeiture if you violate the Guideline), (2)
permit recapture of any amounts or benefits previously paid or provided to you,
or (3) be broader than as currently set forth in the Guideline as modified
herein. Furthermore, the potential forfeiture described in the Guideline shall
in no event apply to the Hiring Incentives, nor shall it apply if the event
resulting in your termination of employment is as described in (A)(II). This
provision shall override any provision in any plan, program or grant. The
current AT&T Non-Competition Guideline will govern until the Company adopts a
new guideline following the spinoff. From that point, the Company's new
Non-Competition Guideline will govern.

         The AT&T Guideline shall be modified as follows:

                  (1) Section 4 Subpart 2(c)(1) shall be deemed violated only if
                      the violation is willful, with intent to damage, in a
                      public forum (i.e. lectures, to the media, in published
                      materials, to analysts or in comparable forums) and is of
                      a material nature.

                  (2) Section 4 Subpart 2(c)(2) shall be deemed violated only if
                      you, directly or indirectly, (i) recruit, solicit, induce
                      or attempt to induce, or encourage others to recruit,
                      solicit or induce, any employee of AT&T or an affiliate of
                      AT&T to terminate their employment with AT&T or any
                      affiliate, to join an entity with which you are
                      affiliated, or (ii) offer employment to any employee of
                      AT&T, provided that the foregoing shall not be violated by
                      the general advertising for employees or the hiring of
                      employees by entities with which you are affiliated so
                      long as you are not involved, either directly

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                      or indirectly, in recruiting, soliciting, inducing or
                      attempting to induce, or in encouraging others in the
                      recruiting, soliciting or inducing of, any employee to
                      leave AT&T and join any entity with which you are
                      affiliated.

                  (3) Section 4 subpart 2(a) shall be modified by deleting "but
                      shall not be limited to" and it shall not be violated by
                      your owning less than three percent (3%) of the debt or
                      equity of a publicly traded entity or you investing in
                      private equity funds, investment pools or other similar
                      vehicles so long as you own less than five percent (5%) of
                      the equity in the vehicle.

                  (4) The Guideline shall not be violated by any activity or
                      action more than two years after any termination of
                      employment (one (1) year in the case of "establishing a
                      relationship with" limitation) or by establishment of a
                      relationship with an entity that becomes a "competitor of
                      the Company" after you established the relationship unless
                      you were hired to assist the entity in becoming a
                      Competitor.

                  (5) Section 4 Subpart 2(b) shall be modified so that it only
                      applies to significant and direct competitors (such as,
                      currently, MCI Worldcom, Sprint and/or any of the regional
                      Bell operating companies and major wireless companies such
                      as, currently, Bell Atlantic, Sprint PCS, SBC, Nextel, and
                      Vodafone Airtouch PLC).

                  (6) Notwithstanding anything in the Guidelines to the
                      contrary, no forfeiture or cancellation shall take place
                      unless AT&T shall have first given you written notice of
                      its intent to so forfeit, or cancel or pay out and you
                      have not, within 30 calendar days of giving of such notice
                      to you, ceased such unpermitted competitive activity,
                      provided that the foregoing prior notice procedure shall
                      not be required with respect to a competitive activity
                      which you instituted after AT&T informed you in writing
                      that it believed such activity violated the Guidelines.

         Andre, I feel the package we have developed for you is attractive and
anticipates that you will make a critical contribution to AT&T Wireless. We look
forward to having you join us. If you have any questions, please don't hesitate
to call me on (908) 221-6033.

         If you agree with the foregoing, and affirm that, to the best of your
knowledge, there are no agreements or other impediments that would prevent you
from providing exclusive service to the Company, please sign this letter in the
space provided below and return the original executed copy to me.

         As a condition of employment, you will be required to sign the AT&T
Wireless standard employment agreement, a copy of which is enclosed (Attachment
D). Please note that employment at AT&T Wireless is terminable at-will. Either
you or the Company may terminate the employment relationship at any time, for
any reason, with or without cause.



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         PLEASE REVIEW, SIGN AND RETURN IMMEDIATELY IN THE ENCLOSED ENVELOPE THE
FOLLOWING DOCUMENTS:

        1)  A COPY OF THIS OFFER LETTER,

        2)  THE ENCLOSED STANDARD EMPLOYMENT AGREEMENT,

        3)  THE ENCLOSED PERSONAL PROFILE FORM,

        4)  THE ENCLOSED EMPLOYEE'S WITHHOLDING ALLOWANCE CERTIFICATE (ATT-W4
            FORM),

        5)  THE ENCLOSED ELECTRONIC FUNDS TRANSFER REQUEST FORM IF YOU WANT
            DIRECT DEPOSITS, AND

        6) THE ENCLOSED RECRUITING/STAFFING QUALITY SURVEY.

                                                     Sincerely,

                                                     Harold W. Burlingame



Reviewed and accepted:



---------------------------
Andre Dahan

Date:
      ---------------------

         Attachments



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         ATTACHMENT A

         Change in Control shall mean a change in control of AT&T Wireless
Group: Change in Control of AT&T Wireless Group shall mean the occurrence 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 Securities Exchange Act of 1934 (the
      "Exchange Act") (an "Entity") of beneficial ownership (within the meaning
      of Rule 13d-3 promulgated under the exchange Act) of 20% or more of either
      (A) the then outstanding shares of stock of the Company (the "Outstanding
      Company 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; excluding, however, certain acquisitions by or from
      the Company or by Company employee benefit plans or certain shareholder
      approved mergers or sale transactions involving the Company,

(ii)  A change in the composition of our board of directors such that the
      individuals who, as of the effective date of your hire, constitute our
      board of directors, cease for any reason to constitute at least a majority
      or our board of directors, unless such change is approved by certain
      members of the current board,

(iii) With certain exceptions, the approval by the shareholders of the Company
      of a merger, reorganization or consolidation, or sale or other disposition
      of all or substantially all of the assets of AT&T Wireless Group or, if
      consummation of such corporate transaction is subject, at the time of such
      approval by shareholders, to the consent of any government or governmental
      agency, the obtaining of such consent, or

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




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                                  July 5, 2001



Mr. Andre Dahan
AT&T Wireless
150 Mt. Airy Road
Basking Ridge, NJ 07920

Dear Andre:

This amends your May 16, 2001 offer letter to better reflect the replacement
value for equity forfeited with your former employer. In the Hiring Incentives
Section of the offer, your Restricted Stock Unit Grant will be 204,000 shares of
AWE stock with the same vesting provisions. The Stock Option Grant will be
358,000 Stock Options. These replace 131,615 Restricted Stock Units and 300,000
Stock Options that are reflected on page 2 of the Agreement.

                                                     Sincerely,



                                                     Harold W. Burlingame
                                                     Executive Vice President



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