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                                                                    Exhibit 10.2

                                 THIRD AMENDMENT
                                       TO
                          AT&T WIRELESS SERVICES, INC.
                           DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

      This Amendment is made to the AT&T Wireless Services, Inc. Deferred
Compensation Plan for Non-Employee Directors, as most recently amended and
restated effective September 1, 2001 (the "Plan"). All terms defined in the Plan
shall have the same meanings when used herein. This Amendment shall be effective
March 19, 2003. All provisions of the Plan not amended by this Amendment shall
remain in full force and effect.

1.    SECTION 2.9 IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

      "Change in Control" means the happening of any of the following events:

            (a) any acquisition of securities or other transaction, arrangement
      or understanding, not approved in advance by the Incumbent Board (as
      defined in Section 2.9(b) below), by any individual, entity or group
      (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
      (such individual, entity or group referred to herein as an "Entity") which
      would result in such Entity acquiring beneficial ownership (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) (referred to
      herein as "beneficial ownership") of 20% or more of either (i) the then
      outstanding Shares (the "Outstanding Company Common Stock") or (ii) the
      combined voting power of the then outstanding voting securities of the
      Company entitled to vote generally in the election of directors (the
      "Outstanding Company Voting Securities"); excluding, however, any
      acquisition by: (A) the Company or (B) any employee benefit plan (or
      related trust) sponsored or maintained by the Company or any corporation
      controlled by the Company (each, an "Excluded Person");

            (b) during any period of two consecutive years, a change in the
      composition of the Board as constituted at the beginning of the two-year
      period, such that the individuals who, as of the beginning of the two-year
      period, constitute the Board (such Board shall be referred to herein as
      the "Incumbent Board") cease for any reason to constitute at
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      least a majority of the Board; provided, however, that, except as set
      forth in the following sentence, for purposes of this definition, any
      individual who becomes a member of the Board subsequent to the beginning
      of the two-year period, whose election to the Board, or nomination for
      election by the Company's stockholders, was approved by a vote of at least
      a majority of those individuals who are members of the Board and who were
      also members of the Incumbent Board (or deemed to be such pursuant to this
      proviso) shall be considered as though such individual were a member of
      the Incumbent Board. Notwithstanding the proviso set forth in the
      preceding sentence, if any such individual initially assumes office as a
      result of or in connection with either an actual or threatened
      solicitation with respect to the election of directors (as such terms are
      used in Rule 14a-12(c) of Regulation 14A promulgated under the Exchange
      Act) or other actual or threatened solicitation of proxies or consents by
      or on behalf of an Entity other than the Board, then such individual shall
      not be considered a member of the Incumbent Board. For purposes of this
      Section 2.9, if at any time individuals who initially assumed office as a
      result of or in connection with an arrangement or understanding between
      the Company and any Entity (an "Entity Designee") constitute at least
      one-half of the Board, none of such Entity Designees shall be considered a
      member of the Incumbent Board from that time forward;

            (c) either (i) the consummation of a merger, reorganization or
      consolidation or sale or other disposition of all or substantially all of
      the assets of the Company (each, a "Corporate Transaction"), or (ii) an
      acquisition by an Entity of beneficial ownership of Outstanding Company
      Common Stock or Outstanding Company Voting Securities, whether or not
      approved by the Incumbent Board, in either case as a result of or in
      connection with such Corporate Transaction or acquisition:

                  (A) three or fewer Entities beneficially own, directly or
      indirectly, 45% or more of, respectively, the Outstanding Company Common
      Stock or the Outstanding Company Voting Securities or of, respectively,
      the outstanding shares of common stock, or the combined voting power of
      the outstanding voting securities entitled to vote generally in the
      election of directors of the surviving corporation resulting from such
      Corporate Transaction (including, without limitation, a corporation or
      other Person that as a result of such transaction owns the Company or all
      or substantially all of the


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      Company's assets either directly or through one or more subsidiaries (a
      "Parent Company")); excluding, however, the following: (x) any Excluded
      Person; (y) any Entity which has entered into an agreement with the
      Company pursuant to which such Entity has agreed not to acquire additional
      voting securities of the Company (other than pursuant to the terms of such
      agreement), solicit proxies with respect to the Company's voting
      securities or otherwise participate in any contest relating to the
      election of directors of the Company, or take other actions that could
      result in a change in control of the Company; and (z) any Entity who is,
      or if such Entity beneficially owned 5% or more of the Outstanding Common
      Stock would be, eligible to report such Entity's beneficial ownership on
      Schedule 13G pursuant to the rules under Section 13(d) of the Exchange
      Act;

                  (B) the Outstanding Company Common Stock and Outstanding
      Company Voting Securities immediately prior to the consummation of a
      Corporate Transaction (or the securities of the surviving corporation or,
      if applicable, Parent Company, issued to the holders of the Outstanding
      Company Common Stock and Outstanding Company Voting Securities as a result
      of such Corporate Transaction) do not, immediately after the consummation
      of the Corporate Transaction, represent more than 55% of, respectively,
      the Outstanding Company Common Stock and Outstanding Company Voting
      Securities or of, respectively, the outstanding shares of common stock and
      the combined voting power of the then outstanding voting securities
      entitled to vote generally in the election of directors of the surviving
      corporation resulting from such Corporate Transaction or, if applicable,
      of the Parent Company; or

                  (C) individuals who were members of the Incumbent Board
      immediately prior to such acquisition or the consummation of the Corporate
      Transaction will not, immediately after such acquisition or consummation
      of such Corporate Transaction, constitute at least a majority of the
      members of the Board or the board of directors of the surviving
      corporation resulting from such Corporate Transaction (or, if applicable,
      of the Parent Company);

            (d)   the approval by the stockholders of the Company of
      a complete liquidation or dissolution of the Company; or


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            (e) the consummation of any other transaction which a majority of
      the Incumbent Board, in its sole and absolute discretion, shall determine
      constitutes an actual or de facto change in control, for purposes of this
      Section 2.9.

            Notwithstanding the foregoing, the split off of the AT&T Wireless
      group from AT&T Corp. pursuant to that Separation and Distribution
      Agreement dated as of June 4, 2001 between the Company and AT&T Corp.
      shall not be deemed a Change in Control.

      The Company has caused this Amendment to be executed on the date indicated
below.

                                    AT&T WIRELESS SERVICES, INC.


Dated: May 20, 2003             By  /s/ Susan Robboy
                                    ----------------------------------------
                                Its Vice President, Rewards & HRIM
                                    ----------------------------------------


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