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                                                                   Exhibit 10.45

                               CINGULAR WIRELESS
                   EXECUTIVE SHORT TERM INCENTIVE AWARD PLAN

1.0  Purpose

     The purpose of the Cingular Wireless Executive Short Term Incentive Award
Plan is to provide Executives with incentive compensation, in the discretion of
the Administrator, based upon a combination of the achievement of earnings,
revenue, customer additions, customer service, or other objectives as the
Administrator may determine in its discretion. Furthermore, in the event that
the Company becomes subject to the requirements of Section 162(m) of the Code,
Awards payable to Covered Employees after such time shall constitute "qualified
performance-based compensation" and shall be subject to the achievement of an
overall performance goal based on Consolidated EBITDA in order that payments are
deductible under Section 162(m) of the Code.

2.0  Definitions

     Each term set forth in this Section 2.0 shall have the respective meaning
set forth opposite such term for purposes of this Plan, and when the defined
meaning is intended the term is capitalized.

     "Administrator" means the Board, the Compensation Committee, or the Company
Administrator, as applicable.

     "Award" means a final award payable for a Plan Year under Section 6.0
following approval by the Administrator.

     "Beneficiary" means the person designated by an Executive to receive any
Award paid following the Executive's death as determined pursuant to Section
8.2.

     "Board" means the Board of Directors of the Corporation.

     "Chief Executive Officer" means the Chief Executive Officer of the Company.

     "Chief Financial Officer" means the Chief Financial Officer of the Company.

     "Chief Operating Officer" means the Chief Operating Officer of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Compensation Committee" means a committee of the Board which satisfies the
requirement of Section 162(m)(4)(C)(i) of the Code and has responsibility for
oversight of the Company's compensation and benefits programs.

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     "Company" means Cingular Wireless LLC, a Delaware limited liability
company.

     "Company Administrator" means the Chief Executive Officer or a person
designated by the Chief Executive Officer to administer the Plan for Executives
other than the Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer and Executives who are direct reports to the Chief Executive
Officer, the Chief Operating Officer and the Chief Financial Officer.

     "Consolidated EBITDA" means consolidated earnings before interest, taxes,
depreciation and amortization for the Plan Year for which a bonus is paid, as
determined through the audited consolidated statement of income of the Company,
adjusted to omit the effects of extraordinary items, gain or loss on the
disposal of a business segment (other than provisions for operating losses or
income during the phase-out period), unusual or infrequently occurring events
and transactions that have been publicly disclosed and the cumulative effects of
changes in accounting principles, all as determined in accordance with generally
accepted accounting principles.

     "Corporation" means Cingular Wireless Corporation, a Delaware corporation.

     "Covered Employee" means with respect to the payment of an Award, an
Executive whom the Compensation Committee deems may be or become a "covered
employee," as defined in Section 162(m)(3) of the Code, for any year that such
Award may result in remuneration to the Executive for which year such Executive
may receive remuneration over $1 million which would not be deductible under
Section 162(m) of the Code but for the provisions of the Plan and any other
"qualified performance-based compensation" plan (as defined under Section 162(m)
of the Code) of the Company; provided, however, that the Compensation Committee
may determine that an Executive has ceased to be a Covered Employee prior to the
payment of any Award.

     "Executive" means any executive of the Company or any Subsidiary who is a
member of the executive compensation group under the Company's compensation
practices and who is identified by the Administrator as eligible to participate
in the Plan.

     "Plan" means this Cingular Wireless Executive Short Term Incentive Award
Plan, as effective for 2002 and as thereafter amended from time to time.

     "Plan Year" means the calendar year.

     "Subsidiary" means any corporation, joint venture or partnership in which
the Cingular Wireless owns directly or indirectly (i) with respect to a
corporation, stock possessing at least ten percent ( 10% ) of the total combined
voting power of all classes of stock in the corporation, or (ii) in the case of
a joint venture or partnership, a ten percent ( 10% ) or more interest in the
capital or profits of such joint venture or partnership.


3.0 Effective Date

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     The Plan shall be effective beginning for Awards granted for the 2002 Plan
Year and shall remain in effect until terminated by the Board.

4.0  Administration.

     This Plan shall be administered by the Board or Compensation Committee, if
applicable, for the Chief Executive Officer, the Chief Operating Officer, the
Chief Financial Officer and any Executive who is a direct report to the Chief
Executive Officer, the Chief Operating Officer, and the Chief Financial Officer.
The Plan shall be administered by the Company Administrator for all other
Executives. The Administrator shall (a) determine who is an eligible participant
under the Plan, (b) establish a target Award amount for participants, (c)
determine the performance objectives, targets, and matrices for determining
Awards, (d) determine the terms and conditions of all Awards under the Plan, (e)
approve all Awards, (f) interpret the Plan, and (g) make all other decisions
relating to the operation of the Plan. The Administrator's actions and
determinations under the Plan shall be completely at its sole, absolute and
final discretion, and all such actions and determinations shall be final and
binding on all persons. No Administrator shall be personally liable for any
action, determination, or interpretation with respect to the Plan or Awards. All
Administrators shall be protected and indemnified by the Company, to the fullest
extent permitted by applicable law, in respect of any such action, determination
or interpretation. The Administrator may adopt such regulations and guidelines
as it deems are necessary or appropriate for the administration of the Plan.

5.0  Eligibility.

     Only Executives shall be eligible for Awards under this Plan. Executives
are not rendered ineligible by reason of being a member of the Board. The
Administrator may establish such additional rules for eligibility as it
determines are appropriate. The actual payment of an Award to any eligible
Executive shall be at the discretion of the Administrator as provided in Section
6.0 and related sections of the Plan.

6.0  Awards.

6.1. Committee Discretion. The amount of any Award to be paid to an eligible
Executive shall be determined by the Administrator in its discretion as set
forth in Section 4.0, subject only to the limits of Section 6.2. The
Administrator in making its determination shall take into consideration the
recommendations of the Chief Executive Officer, except in the case of an Award
to the Chief Executive Officer; the Executive's contribution to the achievement
of Company objectives; or such additional factors as the Administrator may deem
relevant. The Administrator from time to time may establish written objectives,
weightings and other guidelines for its use in exercising its discretion under
this Section 6.1. Awards shall be based on and payable for a Plan Year.

6.2. Performance-Based Limit with regard to Code Section 162(m). In the event
the Corporation becomes subject to the provisions of Section 162(m) of the Code,
Awards payable after such time to Covered Employees shall only be payable under
this Plan for a Plan Year if the Company has positive Consolidated EBITDA for
the Plan Year. Furthermore, the maximum

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Award that may be payable under this Plan for a Plan Year (i) to a Covered
Employee who is the Chief Executive Officer for any part of the Plan Year, and
(ii) to each other Covered Employee will be (i) 0.1% and (ii) 0.75%,
respectively, of Consolidated EBITDA for the Plan Year. This resulting amount
for any Plan Year shall be the limit established for purposes of Section 162(m)
of the Code, and the actual amount paid to any Executive shall only be that
amount, if any, determined by the Administrator under Section 6.1 and related
sections of the Plan.

6.3. Compensation Committee Certification with regard to Code Section 162(m). In
the event that Awards become subject to the limitations of Section 6.2 above,
the Compensation Committee shall determine the maximum amounts that may be paid
under Section 6.2 for the Plan Year to any Covered Employee and shall certify
that any Awards determined under Section 6.1 are within such limits.

6.4. Payments. All Awards for a Plan Year determined by the Administrator under
this Section 6.0 shall be paid by the Company and its Subsidiaries in cash as
soon as is practicable following Committee certification as provided in Section
6.3. Except as otherwise determined by the Administrator, an Executive must be
actively employed by the Company on the last day of the Plan Year and on the
date of payment of any Award as a condition precedent to the receipt of any
Award. Executives not meeting this requirement will be considered to have not
met the requirements for receipt of the Award and shall not be paid such Award.
Notwithstanding this condition and requirement, Executives who do not meet this
condition due to death, retirement (at or after age 55 with at least 10 years of
service or based on other criteria as determined by the Administrator) or
disability, shall be entitled to the receipt of a pro-rated payment for the Plan
Year. No other partial or pro-rated payments are permitted under the Plan.
Payments may be subject to deferral under the any deferral plan established for
this purpose, provided that in the event Section 162(m) of the Code is
applicable, any additional amounts credited to any Covered Employee under any
such deferral plan or program during the period of deferral shall be determined
based either on a reasonable rate of interest or on a specific investment or
deemed investment, including Company stock, as may be determined by the
Compensation Committee within the limits of the regulations under Section 162(m)
of the Code.

7.0  Special Awards and Other Plans. Nothing in this Plan shall prevent the
Company and its subsidiaries from maintaining other incentive compensation plans
providing for the payment of special Awards of incentive compensation to
employees or from paying special performance or recognition Awards to employees,
including in each case Executives, provided that in the event Section 162(m) of
the Code becomes applicable, no such Awards to any Executive after such time
shall be contingent upon the Company's failure to meet its Consolidated EBITDA
goal in Section 6.2 or otherwise compensate an Executive for the restriction of
any Award arising from the application of the Consolidated EBITDA limit
described in Section 6.2, if applicable.

8.0  Miscellaneous Administrative Provisions.

8.1. Amendment and Termination. The Board shall have the unilateral right to
amend, modify, suspend or terminate the Plan at any time for any reason;
provided, that if Section 6.2 becomes applicable, approval by the Corporation's
shareholders shall be required as provided in the

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regulations under Section 162(m) of the Code for any amendment that would have
the effect of changing the class of employees eligible for consideration for
Awards under Section 5.0, materially changing the definition of Consolidated
EBDITA, changing the formula in Section 6.2 for determining the maximum amount
of Awards paid to any Executive or changing the provisions of Section 6.4
regarding the credit of additional amounts on deferred Awards.

8.2. Beneficiary. The payment of an Award for any Executive under this Plan
shall be made only to the Executive, a personal representative of the Executive
for the benefit of the Executive, or to the Executive's Beneficiary following
death, all as determined by the Administrator. No attempted assignment or
alienation of an Award will be recognized by the Administrator. An Executive
may name, from time to time, any beneficiary or beneficiaries (which may be
named contingently or successively) as his or her Beneficiary for purposes of
the Plan. Each designation shall be on a form prescribed by the Administrator,
will be effective only when delivered to the Company, and when effective will
revoke all prior designations by the Executive. If an Executive dies with no
such beneficiary designation in effect, or if the Administrator determines that
there is any question about the legal right of the designated beneficiary, such
Executive's Beneficiary shall be his or her estate.

8.3. No Right to Awards. No person shall have any claim to be paid an Award
under the Plan at any time and there is no obligation for uniformity of
treatment of eligible Executives under the Plan. The selection of an Executive
to receive Awards and the amount and payment of Awards rests completely in the
absolute and final discretion of the Administrator. The Administrator's
discretion is limited only by the maximum amount of an Award that it may pay as
provided in Section 6.2 (if Section is applicable). Neither the existence of
this maximum, nor any prior practice by the Administrator as to the payment or
amount of Awards, creates an obligation by the Committee to pay any Award for
any Plan Year or to pay an Award equal to the maximum or any other amount.
Furthermore, neither the Plan nor any action taken hereunder shall give any
Executive the right to be retained in the employ of the Company or a Subsidiary.

8.4. No Funding. This Plan shall be unfunded and no assets of the Company or a
Subsidiary shall be segregated for the purpose of paying any Awards.

8.5. Taxes and Other Deductions. The Company or any Subsidiary shall withhold
from an payment under the Plan such taxes as it deems are sufficient to cover
any withholding taxes that may become required with respect to such payment.
The Company or any Subsidiary shall have the right to require the payment to it
of any such taxes and require that any person furnish information deemed
necessary by such company to meet any tax reporting obligation before making
any payment under the Plan. The Company shall also withhold any other
authorized or required amounts or deductions.

8.6. Company Benefit Plans. The terms of the Company's benefit plans shall
determine whether Awards are included as compensation or earnings under the
particular benefit plan.

8.7. Governing Law. This Plan shall be governed by the laws of the State of
Georgia.