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                                                                  Exhibit 10.1

                                  AMENDMENT
                                      TO
                         AT&T WIRELESS SERVICES, INC.
                          DEFERRED COMPENSATION PLAN

      This Amendment is made to the AT&T Wireless Services, Inc. Deferred
Compensation Plan, as most recently amended and restated effective January 1,
2002 (the "Plan"). All terms defined in the Plan shall have the same meanings
when used herein. All provisions of the Plan not amended by this Amendment shall
remain in full force and effect.

1. EFFECTIVE MARCH 19, 2003, SECTION 4A.1 IS AMENDED BY MODIFYING SUBSECTIONS
(A) AND (B) THEREOF TO READ AS FOLLOWS:

            (a) the Matching Contributions (within the meaning of the 401(k)
      Plan) the Covered Employee would have received under the 401(k) Plan's
      formula for such Plan Year, based on both the Covered Employee's Pre-Tax
      Contributions to the 401(k) Plan and deferrals of Cash Compensation to
      this Plan, reduced by the amount of Matching Contributions allocated to
      the Covered Employee's 401(k) Plan accounts for such Plan Year; and

            (b) the Fixed Contributions and Employer Discretionary Contributions
      (within the meaning of the 401(k) Plan) the covered Employee would have
      received under the 401(k) Plan for such Plan year, but for the Covered
      Employee's deferral of Cash Compensation to this Plan or the limitations
      imposed by Sections 401(a)(17) and 415 of the Code.

2. EFFECTIVE MARCH 19, 2003, SECTION 6.8.5 IS AMENDED IN ITS ENTIRETY TO READ AS
FOLLOWS:

            6.8.5 NO VALID FORM OF PAYMENT ELECTION. In the event no valid
      Distribution Election for the applicable distribution event exists at the
      time of a Participant's death, Disability, Retirement, or Termination of
      Service, as applicable, distribution of the applicable Account shall be
      made in annual installments to the Participant (or the Participant's
      Beneficiary if the Participant is deceased) over a period of five (5)
      years. However, notwithstanding the foregoing sentence, distribution of
      the In-
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      Service Withdrawal Account and the 401(k) Make-Up Contributions Account
      shall be made in a lump sum in the event no valid Distribution Election
      exists at the time of a Participant's Termination of Service or death.

3. EFFECTIVE MARCH 19, 2003, SECTION 12.2 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 12.2(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 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.


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      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 12.2, 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 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


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      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

            (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 12.2.

            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.


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      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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