EXHIBIT 10.24
13 November 2003


STRICTLY PRIVATE & CONFIDENTIAL-                         Our ref:     PRW/19879
--------------------------------
ADDRESSEE ONLY
--------------
Mr A Halford
VP & Chief Financial Officer
Verizon Wireless
180 Washington Valley Road
Bedminster
New Jersey 07921
USA


Dear Andy

Following our discussions, I am pleased to confirm the terms of the extension
which will apply to your Long Term Assignment to Verizon Wireless (known as Host
Company) in the USA (known as Host Country). This offer should be read in
conjunction with the Group International Assignment Policy (IAP) which you
should familiarise yourself with. Where there is a material difference between
the terms of this letter and the IAP, as opposed to any omissions, then the
terms of this letter shall prevail.

Your Primary Employment remains with your Home Company as defined in the IAP.


A    THE ASSIGNMENT
     --------------

     Position and Duties
     -------------------

     Your position during the assignment will continue to be Chief Financial
     Officer reporting to Denny Strigl, CEO of Verizon Wireless. Your duties
     will be as described by Denny.

     Status
     ------

     The basis of the Assignment will be Accompanied status.

     Period of Assignment
     --------------------

     The period of Assignment extension in the Host Country will be for 18
     months with effect from 1 April 2004, except if terminated earlier in
     accordance with Section D below. Should it be mutually agreed, the
     Assignment may be extended at which time the terms and conditions of the
     Assignment will be reviewed.

     Hours of Work
     -------------

     Your working hours will continue to be in accordance with Host Company
     practice and the operational needs of your role.


<PAGE>


     Immigration Approval
     --------------------

     This Assignment extension is made subject to all the necessary
     permits/visas required for living and working in the Host Country
     continuing to be in effect. Company assistance will be available if needed.

B    HOME BASE BENEFITS
     ------------------

     Base Salary
     -----------

     Your basic salary of (pound)278,250 remains unchanged. Your Home Base
     Salary will be the starting point for the calculation of your Assignment
     Salary. All salary payments will be made by your Home Company into a bank
     account in your Home Country.

     IPO Compensation
     ----------------

     Based on our current understanding, there are no foreseeable plans for a
     Verizon IPO. As such the non-IPO payment committed to you, will be paid. A
     gross payment of (pound)100,000 will be made to you in March 2004.

     Pension
     -------

     Your membership of your Home Company pension scheme will continue with
     contributions calculated using your Home Base Salary.

     Insurance
     ---------

     Your membership of your Home Company life insurance schemes will continue
     with contributions/benefits calculated using your Home Base Salary.

     Cash Incentives/Bonuses
     -----------------------

     Your membership of your Home Company bonus/incentives will continue with
     payments as before. However your STIP criteria will be based on Verizon
     Wireless targets from the start date of your assignment. Your LTIP will
     remain unchanged.

     We will now calculate your Short Term Incentive Plan (STIP) payment, on the
     total amount of your base salary plus additional responsibility allowance,
     i.e. (pound)278,250 + (pound)125,000 = (pound)403,250.This will be
     effective from 1st April 2004. All other STIP terms remain unchanged.

     Over the period of the Assignment, your collective tax and social security
     liabilities in relation to income arising from these schemes will be no
     greater than had you remained in your Home Country and these liabilities
     will arise no earlier than they would have done in your home location. All
     calculations will be provided by PriceWaterhouseCoopers (PwC), the Group's
     advisors on overseas personal tax matters.

     Share/Stock Plans
     -----------------

     Your participation in your current Home Company plans will continue except
     where plan rules or the applicable legislation prevents this. The level of
     your participation will be determined in accordance with Home Company
     practice.


                                       2
<PAGE>


     Over the period of the Assignment, your collective tax and social security
     liabilities in relation to income arising from these schemes will be no
     greater than had you remained in your Home Country and these liabilities
     will arise no earlier than they would have done in your home location. All
     calculations will be provided by PriceWaterhouseCoopers (PwC), the Group's
     advisors on overseas personal tax matters.

     It is your responsibility to notify PwC at least 5 working days in advance
     of any potential events relating to these share plans over which you have
     discretion (eg exercise of a share option). This should allow sufficient
     time for any potential complications to be considered.

     Holiday Entitlement
     -------------------

     Your Home Company holiday entitlement will continue but with actual days to
     be taken to be approved locally. You will observe Host Country Statutory
     Holidays while on assignment.

     Subject to approval, all Host Country holiday entitlement accrued while on
     the Assignment should be taken before returning to the Home Country. Where
     this is not possible, you may be compensated for up to 10 days calculated
     using Home Base Salary.


C    ASSIGNMENT BENEFITS
     -------------------

     Assignment Salary Build-up
     --------------------------

     Your Assignment Salary will be calculated using a build-up approach that
     will provide an incentive to reward you for working internationally.

     It also takes account of any tax, social security and cost of living
     differentials between the Home and Host location.

     In summary, the build-up starts with your Home Base Salary and then deducts
     estimated Home tax and social security payments due on cash and benefits.
     Your Assignment allowances will then be added to give the net build-up
     salary.

     Your net pay excluding bonus payments will be (pound) 264,398 per annum,
     adjusted for salary reviews each July. Effective 1st April 2004, with the
     proposed increase to your Additional Responsibility Allowance, this will
     increase to (pound)289,949 (without taking into account any changes in your
     salary or taxes etc between now and then).

     Full details of your Assignment Salary are contained in the Assignment
     Salary Build-Up Sheet attached.

     Additional Responsibility Allowance
     -----------------------------------

     You will be eligible for an Additional Responsibility Allowance. This will
     increased to (pound)125,000 per annum, effective 1st April 2004, paid
     monthly within your net pay referred to above. This is designed to provide
     additional compensation for the special circumstances of your working in
     the USA.


                                       3
<PAGE>


     Company Car
     -----------

     A fully expensed car for business and private use will be provided in
     accordance with the Host Company policy.

     Home Leave
     ----------

     i) Every 3 months a return business air flight will be provided for you and
     your Family to return to your Home Country or visit the Host Country. You
     may take a combination of business and economy class air fares so long as
     the aggregate value does to exceed the above.

     ii) An additional 6 business class flights per annum will be provided for
     you. You may take a combination of business and economy class airfares for
     you or your family so long as the aggregate value does to exceed the above.

     Accommodation
     -------------

          Housing

          Host Company funded leased accommodation will continue to be provided
          at the current monthly rate.

          Utilities

          Reasonable costs for utilities (gas, electricity and water) will be
          paid for or reimbursed by the Host Company.

          Telephones

          The Host Company will reimburse the installation cost of 2 fixed lines
          and subsequent line rental for your leased accommodation. All business
          calls and up to 2 hours per week of personal call charges will be paid
          for. An additional mobile phone will be provided for you and your
          partner for business related calls whilst on the Assignment and you
          may continue to use your present company and staff scheme UK mobile
          phones.

          Furnishings/Furniture Allowance

          Leased accommodation should normally be fully furnished but where this
          is not possible furniture may be leased within an agreed budget and
          will remain the property of the Host Company.

     Education Support
     -----------------

          Schooling

          The Host Company will continue to reimburse the cost of schooling for
          accompanying school age Dependent Children within an agreed budget and
          any incremental costs of non-accompanying children (eg boarding fees
          in excess of day fees, taxis) will also be reimbursed.


                                       4
<PAGE>


          Partner Assistance

          Recognising that your partner is unlikely to be able to continue her
          career in the Host Country and will be spending some time in the Home
          Country looking after non-accompanying children, your present car
          allowance and mortgage subsidy payments will continue throughout the
          Assignment.

     Insurance
     ---------

          Medical

          Medical and dental insurance schemes will be provided, subject to
          initial pre-Assignment medical clearance being obtained.

          Personal Effects

          Cover for items up to a cost of (pound)5000 per item will be provided
          when belongings are in transit back to the Home Country at the end of
          the Assignment only.

     Social Security
     ---------------

     Wherever possible you will remain within your Home Country social security
     system and an application will be made to continue these deductions during
     the Assignment.

     Taxation
     --------

     PriceWaterhouseCoopers (PwC), the Group's advisors on personal tax matters
     (see contact sheet attached) will provide assistance with both Home and
     Host Country tax filing obligations. You must attend a pre-assignment
     briefing with these advisors.

     You will receive a net income derived from your Home Base Salary as set out
     in the attached build up sheet.

     The Company will assume the obligation to pay the actual Host Country tax
     liabilities arising in respect of company source income. Any calculations
     will be performed by PwC to ensure that you receive the net salary shown in
     the Salary Build-up Sheet which is attached.

D    TERMINATION OF ASSIGNMENT
     -------------------------

     Early Termination by the Host Company
     -------------------------------------

     The Host Company reserves the right to terminate the Assignment and return
     you to your Home Country at any time during the period of the Assignment if

     o    The Host Country Authorities cancel work permit/visa clearance.

     o    The work cannot be continued in the Host Country due to changes in
          local business needs or market conditions.

     o    You fail to perform your Assignment role satisfactorily and fail to
          achieve your agreed objectives.


                                       5
<PAGE>


     o    You are unable to work due to an illness that is expected to continue
          for longer than 3 months.

     Early Termination by the Employee
     ---------------------------------

     If you wish to terminate the Assignment itself and return to your Home
     Country, you are required to confirm this in writing to Host and Home
     Companies stating your reasons. The period of notice in your Primary
     Employment Contract will normally apply.

     If you wish to resign from the Vodafone Group during the Assignment you are
     required to provide written notice to both Home and Host Companies with the
     notice period of your Primary Employment Contract applying. You may be
     required to reimburse a proportion of the costs incurred during this
     Assignment, as stated in the IAP.

     Your Returning Role
     -------------------

     On completion of the Assignment you will return to the Home Country and the
     Company undertakes to use its best endeavours to offer you a position
     equivalent or better than your current role. In the event that you are
     offered a financial or operational position which is not equivalent to your
     present role, you will have the option to accept this role or decline. If
     you decline this role the Company undertakes to provide a redundancy
     package for you which will treat you as a `good leaver' under incentive
     schemes and also include a severance payment not less than equivalent to
     one year's salary and STIP payment.

     Retention Payment
     -----------------

     The Company is keen that you return to a new role in the Group on
     successful completion of this assignment and therefore commits to pay a
     Retention payment equivalent to 12 months salary. This payment will be paid
     on the completion of your assignment but is repayable if you leave within
     12 months, on a pro-rata basis.

     Return to Host Country
     ----------------------

     The Host Company will fund air travel for you and your family in accordance
     with your home company travel policy at the end of your Assignment.

     Relocation Support on Return
     ----------------------------

     Cendant Relocation will provide support in the following areas if
     applicable

     o    Temporary Accommodation

     o    School admissions

     o    Shipment and storage of personal possessions

     Tax Assistance
     --------------

     You are required to attend a post-Assignment briefing with PwC, the
     Company's advisors on personal tax matters.


                                       6
<PAGE>


E    GOVERNING LAW
     -------------

     These terms and conditions and other contractual documents to which they
     relate shall be governed by and take effect in all aspects according to
     Home Country Law

A duplicate copy of this letter is enclosed. Would you please sign this letter
and return it to me to confirm your acceptance of the Assignment. I will then
discuss the various details with you in due course.

Yours sincerely



/s/ Phil Williams


I hereby accept the terms and conditions of this Assignment to Verizon Wireless
in the USA as described above together with the provisions of the IAP.


Signed:     /s/ Andrew N. Halford...............................................


Dated: ............16 November 2003.............................................



Enclosures:     Salary Build-up Sheet
                International Assignment Policy (IAP)
                Contact Sheet


                                       7
<PAGE>


                              Salary Build-up Sheet


Name:                   Andy Halford     Family size on Assignment:          3
Grade:                                   Exchange Rate:                 1.6131
Home Location:          United Kingdom   COL Index:                        104
Host Location:          USA              Assignment End Date:      30 Sep 2005
Assignment Start Date:  1 Apr 2002
Date of Calculations:   1 Nov 2003


Home Income                                             GBP
Home Base Salary                                    278,250
Pension/Insurance contribution                       -3,465
Home Car Allowance or Equivalent                     15,480                  0
Additional Responsibility Allowance                 125,000
Other Allowance                                       2,500
                                             ---------------     --------------
                                                    417,765                  0

Total Home Taxable Income                                              417,765

Reduction for Tax and Social Security
Home Country Income Tax                             159,535
Social Security                                       6,366

------------------------------------
Net Base Salary                                     251,864
------------------------------------

Assignment Allowances
COLA                                                  6,045
International Assignment Allowance                   27,825
Location Allowance                                        0

Other Allowance                                         750
-------------------------------------        ---------------
Total Assignment Allowances                          34,620
-------------------------------------

Pension/Insurance contribution (added back)           3,465


=====================================
Net Build-up Salary                                 289,949
=====================================

<TABLE>
<S>                                                  <C>              <C>             <C>
                                               (Home Currency)  (Host Currency)     (Euros)
Estimated Annual Ongoing cost to the Company      1,077,735         1,738,494      1,545,256
A. Employment Costs (On Assignment)               1,077,735         1,738,494      1,545,256
B. Estimated Employment Costs (Pre-Assignment)      747,730         1,206,163      1,072,095
C. Cost of Assignment (A-B)                         330,005           532,331        473,161
</TABLE>


Approved by:                                      Date:

Copy to Payroll:


NOTES:
     -    Cash Incentives/Bonuses and Share/Stock Plans will be tax protected to
          the Home Country liability outside the above calculation.
     -    Estimated Annual Ongoing Costs to the Company includes items such as
          Host accommodation and Home Leave but not one-off costs such as
          relocation.


<PAGE>

                           Build-up Explanatory Notes


                    Home Base Salary: Salary paid to the Assignee had they
                                      remained in their Home Country. This is
                                      the salary used as the basis for
                                      contribution and benefit purposes for
                                      continued participation in home country
                                      benefit plans. It is also the basis for
                                      bonus schemes or other salary-related
                                      compensation or benefits.

      Pension/Insurance Contribution: Employee contribution to home country
                                      company-sponsored pension/savings plan;
                                      calculated from the Home Base Salary above
                                      and deducted for tax purposes but later
                                      added back

 Additional Responsibility Allowance: A percentage of Home Base Salary that may
                                      be paid to the Assignee in recognition of
                                      additional work responsibility under-taken
                                      while on Assignment e.g. for a temporary
                                      promotion

      Home Car Allowance/Car Benefit: Cash allowance or value of benefit
                                      provided in-kind to the assignee for a
                                      company car as if they had remained in the
                                      home country

           Total Home Taxable Income: Taxable income used to determine the
                                      Assignee's home country income tax and
                                      social security contribution on employment
                                      related income

             Home Country Income Tax: Reduction to account for approximate home
                                      country income tax calculated on taxable
                                      income above; includes all local taxes as
                                      well as national taxes

                     Social Security: Reduction to account for approximate home
                                      country social security taxes calculated
                                      on taxable income above

                     Net Base Salary: Net salary after home income tax and
                                      social security reductions, to which
                                      assignment allowances will be added to
                                      arrive at net Assignment Salary

                                COLA: Cost-of-living allowance paid to the
                                      Assignee to recognise the difference in
                                      the cost of consumer goods between the
                                      Home and Host countries. Only included if
                                      the difference is a positive, eg the cost
                                      of living is higher in the Host country.

  International Assignment Allowance: A percentage of Home Base Salary that may
                                      be paid to the Assignee in consideration
                                      of working away from the Home Country

                  Hardship Allowance: A percentage of Home Base Salary that may
                                      be paid to the Assignee in consideration
                                      of working in a particular Host Country

                  Host Car Allowance: Host country cash car allowance. Only
                                      included if assignee was entitled to a
                                      company car at home and host country
                                      practice is to provide an allowance not a
                                      benefit in kind

                 Net Build-up Salary: Assignment Salary -- net compensation to
                                      be paid to the Assignee during the period
                                      of Assignment; voluntary contributions for
                                      continued home country benefits including
                                      pension will be deducted from this amount.

                    Host Country Tax: Estimated host country income tax gross-up
                                      required to deliver the net build-up
                                      salary to the employee (paid by the
                                      Company)

                     Social Security: Social Security gross-up for both employer
                                      and employee contributions required to
                                      deliver the net build-up salary to the
                                      employee (paid by the Company)

                Estimated Gross Cost: Cost to the company to provide the net
                                      build-up salary to the Assignee. This is
                                      the estimated cost to deliver the
                                      assignment salary only. It does not
                                      include the cost to provide other
                                      international assignment benefits such as
                                      host housing, home leave, relocation etc.