<PAGE>

                                                                   EXHIBIT 10.23

                          AT&T WIRELESS SERVICES, INC.

                           DEFERRED COMPENSATION PLAN
                                       FOR
                             NON-EMPLOYEE DIRECTORS

                           EFFECTIVE SEPTEMBER 1, 2001

<PAGE>

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

                           EFFECTIVE SEPTEMBER 1, 2001

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                        <C>
Article 1. Purpose and Effective Date .................................................       1
        1.1.      Purpose .............................................................       1
        1.2.      Effective Date ......................................................       1

Article 2. Definitions ................................................................       2

Article 3. Eligibility and Participation ..............................................      10
        3.1.      Voluntary Participation by Directors ................................      10

Article 4. Deferral Elections .........................................................      11
        4.1.      Category of Deferrals ...............................................      11
        4.2.      Deferral of Cash Compensation .......................................      11
        4.3.      Deferral of Non-Cash Compensation ...................................      12
        4.4.      Stock Option Gain Deferral ..........................................      13
        4.5.      Deferral of Vested Restricted Shares ................................      15

Article 5. Accounts and Earnings ......................................................      17
        5.1.      Deferred Cash Compensation Account ..................................      17
        5.2.      Deferred Shares Account .............................................      18
        5.3.      Valuation Funds and Earnings ........................................      19
        5.4.      Vesting of Accounts .................................................      20
        5.5.      Participant Account Statements ......................................      20
        5.6.      Company Contributions ...............................................      20

Article 6. Form and Timing of Benefit Payments ........................................      21
        6.1.      Payment of Benefits .................................................      21
        6.2.      Termination Benefit Elections .......................................      21
        6.3.      Death Benefit Distribution Elections ................................      22
        6.4.      Form of Benefit Payment .............................................      22
        6.5.      Changes in Distribution Elections ...................................      23
        6.6.      Commencement of Benefit Payments ....................................      23
        6.7.      Unscheduled Lump-Sum Withdrawals ....................................      24
        6.8.      Hardship Distributions ..............................................      25
        6.9.      Tax Withholding .....................................................      25
        6.10.     Facility of Payment of Benefits .....................................      25
        6.11.     Effect of Payment of Benefits .......................................      26
        6.12.     Special Rules for Distribution of Deferred Shares Account............      26
</TABLE>


                                     - i -
<PAGE>

            AT&T WIRELESS SERVICES, INC. DEFERRED COMPENSATION PLAN


<TABLE>
<S>                                                                                        <C>
Article 7. Beneficiary Designation ....................................................      27
        7.1.      Designation of Beneficiary ..........................................      27
        7.2.      Change of Beneficiary Designation ...................................      27
        7.3.      No Beneficiary Designation ..........................................      27
        7.4.      Change in Marital Status ............................................      27
        7.5.      Effect of Payment to Beneficiary ....................................      28

Article 8. Administration .............................................................      29
        8.1.      Administration by Committee .........................................      29
        8.2.      Duties and Power of Committee .......................................      29
        8.3.      Agents ..............................................................      29
        8.4.      Binding Effect of Decisions .........................................      29
        8.5.      Indemnity of Committee ..............................................      29

Article 9. Source of Payments .........................................................      30
        9.1.      Establishment of Trust ..............................................      30
        9.2.      Obligation of the Company ...........................................      30
        9.3.      Unfunded Status .....................................................      30

Article 10. Benefit Claim and Appeal Procedures .......................................      31
        10.1.     Filing Claims for Benefits ..........................................      31
        10.2.     Review of Claims for Benefit ........................................      31
        10.3.     Requests for Review of Adverse Benefit Determinations ...............      32
        10.4.     Committee Review of Adverse Benefit Determinations ..................      32
        10.5.     Scope of Committee's Discretion in Review of Claims for Benefits ....      33
        10.6.     Exhaustion of Administrative Remedies ...............................      33

Article 11. Amendment and Termination .................................................      34
        11.1.     Right to Amend Plan .................................................      34
        11.2.     Company's Right to Terminate Plan ...................................      34
        11.3.     Right to Suspend Benefit Payments ...................................      34
        11.4.     Restrictions on Plan Modifications After Change in Control ..........      34

Article 12. General Provisions ........................................................      36
        12.1.     Unfunded Plan .......................................................      36
        12.2.     No Rights With Respect to the Trust .................................      36
        12.3.     No Implied Rights ...................................................      36
        12.4.     Unsecured General Creditor ..........................................      36
        12.5.     NonAssignability ....................................................      36
        12.6.     Prohibition Against Alienation ......................................      37
        12.7.     No Right to Continued Directorship ..................................      37
        12.8.     Governing Law .......................................................      37
        12.9.     Savings Clause ......................................................      37
        12.10.    Notice ..............................................................      37
</TABLE>


                                     - ii -
<PAGE>

            AT&T WIRELESS SERVICES, INC. DEFERRED COMPENSATION PLAN


<TABLE>
<S>                                                                                        <C>
        12.11.    Successors ..........................................................      38
        12.12.    Protective Provisions ...............................................      38
        12.13.    Gender, Number and Heading ..........................................      38
</TABLE>


                                    - iii -
<PAGE>

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

                                   ARTICLE 1.
                           PURPOSE AND EFFECTIVE DATE

1.1. PURPOSE

      The purpose of the Plan is to promote the success of AT&T Wireless
Services, Inc. and its affiliated companies that participate in the Plan by:

      (a) Providing non-employee directors with the ability to defer cash
compensation on a pretax basis in order to permit them to supplement their
retirement savings; and

      (b) Providing non-employee directors who are participating in the "Equity
Program for Non-Employee Directors Under the AT&T Wireless Services, Inc. 2001
Long Term Incentive Plan" with a mechanism for deferring non-cash compensation,
vested restricted shares and receipt of gains on non-qualified stock option
grants otherwise payable under such Director Equity Program, thereby providing
an effective means for non-employee directors to maintain beneficial ownership
of AT&T Wireless Services, Inc. common stock.

      It is intended that the Plan provide deferred compensation for
non-employee directors and, therefore, because it provides no benefits to
employees, that it be exempt from all the provisions of ERISA.

1.2. EFFECTIVE DATE

      The Effective Date for the Plan, as set forth herein, shall be September
1, 2001.


ARTICLE 1                             - 1 -           PURPOSE AND EFFECTIVE DATE
<PAGE>

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

                                   ARTICLE 2.
                                   DEFINITIONS

      The following words and phrases, as used in the Plan, shall have the
meanings set forth below, unless a clearly different meaning is required by the
context in which the word or phrase is used.

2.1. ACCOUNT OR ACCOUNTS

      "Account" or "Accounts" means the record or bookkeeping entries maintained
by the Company pursuant to Article 5 that reflect each Participant's (i)
deferrals of Cash Compensation; (ii) deferrals of Non-Cash Compensation,
deferrals of gains on Stock Option Grants, deferrals of vested Restricted Shares
and Dividend Equivalents; (iii) Earnings on such deferred amounts; and (iv)
payments of benefits under the Plan. An Account shall be used solely to
calculate the amount payable to each Participant under the Plan, and should not
be construed as an actual segregation of assets for the benefit of any
particular Participant. The Accounts that may be established and maintained
under the Plan include a Termination of Service Account and Deferred Shares
Account.

2.2. AFFILIATED COMPANY

      "Affiliated Company" means any corporation while such corporation is a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as AT&T Wireless or any other employing entity while
such entity is under common control (within the meaning of Section 414(c) of the
Code) with AT&T Wireless.

2.3. AT&T WIRELESS

      "AT&T Wireless" means AT&T Wireless Services, Inc., a Delaware
corporation, and its successors and assigns.

2.4. AWS STOCK

      "AWS Stock" means the common stock, par value $0.01, of AT&T Wireless.

2.5. BENEFICIARY

      "Beneficiary" means the person, persons or entity designated in writing by
the Participant, on a form provided by the Committee, to receive distribution of
all of a Participant's Accounts (other than any Account in payment status as of
the date of the Participant's death) in the event of the Participant's death.

2.6. BOARD OF DIRECTORS

      "Board of Directors" means the Board of Directors of AT&T Wireless.


ARTICLE 2                            - 2 -                           DEFINITIONS
<PAGE>

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


2.7. CASH COMPENSATION

      "Cash Compensation" means the Directors' Fees payable to a Participant
that are received by such Participant in cash rather than in the form of AWS
Stock.

2.8. CASH COMPENSATION DEFERRAL AGREEMENT

      "Cash Compensation Deferral Agreement" means a commitment made by a
Participant to defer a portion of his Cash Compensation pursuant to Article 4 in
exchange for a Company commitment to make benefit payments in accordance with
the term of the Plan. The Cash Compensation Deferral Agreement shall specify the
payment or payments of Cash Compensation to which it will apply during a
Deferral Year, and shall specify the Account or Accounts to which the Cash
Compensation so deferred shall be credited. Such designation shall be made in
whole percentages and shall be made in a form acceptable to the Committee. In
the event that the terms of the Cash Compensation Deferral Agreement conflict
with the terms of the Plan, the terms of the Plan shall be controlling.

2.9. CHANGE IN CONTROL

      "Change in Control" shall have the meaning set forth in the Director
Equity Program.

2.10. CODE

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time. Any reference to a particular section of the Code includes any applicable
proposed, temporary or final regulations promulgated for that section.
References to any section or subsection of the Code include reference to any
comparable or succeeding provisions of any legislation that amends, supplements
or replaces such section or subsection.

2.11. COMMITTEE

      "Committee" means the Compensation Committee or such other committee
appointed by the Compensation Committee or the Board of Directors to administer
the Plan. The Committee is responsible for the administration of the Plan and
may delegate certain administrative responsibilities under the Plan.

2.12. COMPANY

      "Company" means AT&T Wireless, its successors and assigns, and any
Affiliated Company (including Participating Companies).

2.13. DEATH BENEFIT DISTRIBUTION ELECTION

      "Death Benefit Distribution Election" means the form of benefit payment
elected by a Participant in accordance with Section 6.4 that is applicable to
all the Participant's Accounts in the event of the Participant's death.


ARTICLE 2                            - 3 -                           DEFINITIONS
<PAGE>

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


2.14. DEFERRAL PERIOD OR DEFERRAL YEAR

      "Deferral Period" or "Deferral Year" means the period (i) beginning on the
later of January 1 of a Plan Year to which a particular deferral agreement
applies or the date a Director first becomes a Participant; and (ii) ending on
December 31 of the same Plan Year during which a Participant makes deferrals of
Cash Compensation or Non-Cash Compensation, deferrals of gains on Stock Option
Grants or deferrals of vested Restricted Shares under the Plan.

2.15. DEFERRED CASH COMPENSATION ACCOUNT

      "Deferred Cash Compensation Account" means a Participant's Termination of
Service Account.

2.16. DEFERRED SHARES ACCOUNT

      "Deferred Shares Account" means the Account established for a Participant
to be credited with deferred shares of AWS Stock for deferrals related to
Non-Cash Compensation, gains on Stock Option Grants and deferrals of vested
Restricted Shares.

2.17. DETERMINATION DATE

      "Determination Date" means the date on which the value of a Participant's
Account is determined as provided in Article 5. Each business day shall be a
Determination Date.

2.18. DIRECTOR

      "Director" means any member of the board of directors of any Participating
Company who is not also an employee of such Participating Company or any other
Affiliated Company.

2.19. DIRECTOR EQUITY PROGRAM

      "Director Equity Program" means the Equity Program for Non-Employee
Directors Under the AT&T Wireless Services, Inc. 2001 Long Term Incentive Plan,
as may be amended from time to time, and any successor plan thereto.

2.20 DIRECTORS' FEES

      "Directors' Fees" means the annual retainer or additional retainer paid to
a Participant for a Deferral Year, regardless of whether paid in cash or in the
form of AWS Stock.

2.21. DISTRIBUTION ELECTION

      "Distribution Election" means a Participant's election, made pursuant to
Article 6 in a manner prescribed by the Committee, indicating the chosen form of
payment for benefits payable from each Account under the Plan.


ARTICLE 2                            - 4 -                           DEFINITIONS
<PAGE>

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


2.22. DIVIDEND EQUIVALENTS

      "Dividend Equivalents" means that number of Share Equivalent units
credited, within thirty (30) days after the payment of a dividend by AT&T
Wireless on AWS Stock, to the Deferred Shares Account of each Participant, the
number of such Share Equivalent units being determined by (i) multiplying the
dividend per share paid on AWS Stock by the number of Share Equivalent units
credited to the Participant's Deferred Shares Account on the date such dividend
was declared; and (ii) dividing such product by the Fair Market Value on the
payment date for such dividend.

2.23. EARNINGS

      "Earnings" means the amount credited to a Participant's Deferred Cash
Compensation Account on each Determination Date, which shall be based on the
Valuation Funds chosen by the Participant as provided in Article 5. Such credits
to a Participant's Account may be either positive or negative to reflect the
increase or decrease in value of the Account in accordance with the provisions
of the Plan. With respect to a Participant's Deferred Shares Account, Earnings
shall include the Dividend Equivalents credited to such Account from time to
time.

2.24. EFFECTIVE DATE

      "Effective Date" means September 1, 2001, the date as of which the Plan is
effective.

2.25. ERISA

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Any reference to a particular section of ERISA
includes any applicable proposed, temporary or final regulations promulgated for
that section. References to any section or subsection of ERISA include reference
to any comparable or succeeding provisions of any legislation that amends,
supplements or replaces such section or subsection.

2.26. FAIR MARKET VALUE

      "Fair Market Value" on a given date means the average of the high and low
sale prices for AWS Stock on that date (or, if there were no such sales on that
date, on the next most recent date thereafter on which there were such sales) as
reported on the Composite Tape if the AWS Stock is listed on the New York Stock
Exchange or on the National Association of Securities Dealers National Market
System.

2.27. FINANCIAL HARDSHIP

      "Financial Hardship" means an unforeseen emergency that constitutes severe
financial hardship of the Participant resulting from a sudden and unexpected
illness or accident of the Participant or of a dependent (as defined in Section
152(a) of the Code) of the Participant, loss of the Participant's property due
to casualty or other similar extraordinary and unforeseeable circumstance
arising as a result of events beyond the control of the Participant. Financial


ARTICLE 2                            - 5 -                           DEFINITIONS
<PAGE>

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


Hardship shall be determined based on such standards as are, from time to time,
established by the Committee, and such determination shall be made in the sole
discretion of the Committee.

2.28. NET SHARES

      "Net Shares" means the difference (including fractional share amounts)
between the number of shares of AWS Stock subject to the stock option exercise
and the number of shares of AWS Stock delivered to satisfy the stock option
exercise price, less any shares used to satisfy any taxes due upon the stock
option exercise.

2.29. NON-CASH COMPENSATION

      "Non-Cash Compensation" means, with respect to a Director, that portion of
the Directors' Fees that such Director elects to receive in the form of AWS
Stock.

2.30. NON-CASH COMPENSATION DEFERRAL AGREEMENT

      "Non-Cash Compensation Deferral Agreement" shall mean a commitment made by
a Participant to defer a portion of his Non-Cash Compensation pursuant to
Article 4 in exchange for a Company commitment to make benefit payments in
accordance with the term of the Plan. The Non-Cash Compensation Deferral
Agreement shall specify the payment or payments of Non-Cash Compensation to
which it will apply during a Deferral Year. In the event that the terms of the
Non-Cash Compensation Deferral Agreement conflict with the terms of the Plan,
the terms of the Plan shall be controlling.

2.31. PARTICIPANT

      "Participant" means a Director who has entered into a Cash Compensation
Deferral Agreement, a Non-Cash Compensation Deferral Agreement, a Stock Option
Gain Deferral Agreement or a Restricted Share Deferral Agreement with the
Company in accordance with the terms of Article 4. An individual shall continue
to be a Participant for purposes of the Plan until the entire balance of all of
his Accounts under the Plan has been paid in accordance with the terms of the
Plan.

2.32. PARTICIPATING COMPANY

      "Participating Company" means AT&T Wireless and any Affiliated Company
that has elected to participate in the Plan, with the prior approval of the AT&T
Wireless.

2.33. PLAN

      "Plan" means the AT&T Wireless Services, Inc. Deferred Compensation Plan
for Non-Employee Directors, as described herein and as may be amended from time
to time.

2.34. PLAN YEAR

      "Plan Year" means the calendar year beginning January 1 and ending
December 31.


ARTICLE 2                            - 6 -                           DEFINITIONS
<PAGE>

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


2.35. POTENTIAL CHANGE IN CONTROL

      "Potential Change in Control" shall mean the earliest of any of the
following to occur:

      (a) When any Person (as defined by the Director Equity Program and
including AT&T Wireless) publicly announces an intention: (1) to acquire five
percent (5%) or more of the then outstanding voting securities of AT&T Wireless
("Voting Securities"), provided such acquisition is not by a Related Person (as
defined by the Director Equity Program), or (2) to merge or consolidate AT&T
Wireless with another entity, transfer or sell assets of AT&T Wireless, or
liquidate or dissolve AT&T Wireless, in each case described in this subsection
in a transaction that would, if completed, constitute a Change in Control; or

      (b) When any Person other than a Related Person: (1) acquires five percent
(5%) or more of the then outstanding Voting Securities, other than as a holder
whose investment in AT&T Wireless is eligible to be reported on Schedule 13G
pursuant to Rule 13d-1(b)(1) promulgated under the Exchange Act; (2) initiates a
tender or exchange offer to acquire such number of Voting Securities as would
result in such Person holding twenty percent (20%) or more of the then
outstanding Voting Securities; or (3) solicits proxies for votes to elect
members of the Board of Directors at a shareholders' meeting of AT&T Wireless.

2.36. POTENTIAL CHANGE IN CONTROL PERIOD

      "Potential Change in Control Period" shall mean the period commencing on
the date that a Potential Change in Control has occurred and ending upon:

      (a) The date any Person who made an announcement referred to in Section
2.35(a) publicly announces an intention no longer to take or considering the
taking of such actions;

      (b) The date the Person referred to in Section 2.35(b) qualifies as an
Eligible Person;

      (c) The date when any Person described in Section 2.35(b)(1), shall own
less than five percent (5%) of the then outstanding Voting Securities, shall
have abandoned the tender or exchange offer or, following a shareholders'
meeting, shall not have elected a member of the Board of Directors, as the case
may be; or

      (d) The date a Change in Control occurs.

2.37. RESTRICTED SHARE

      "Restricted Share" means the award of one or more shares of AWS Stock
subject to forfeiture or restrictions on transferability, as provided under the
Director Equity Program.

2.38. RESTRICTED SHARE DEFERRAL AGREEMENT

      "Restricted Share Deferral Agreement" shall mean a commitment made by a
Participant to defer receipt of a portion of his vested Restricted Shares
pursuant to Article 4 in exchange for a Company commitment to make benefit
payments in accordance with the term of the Plan. The


ARTICLE 2                            - 7 -                           DEFINITIONS
<PAGE>

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


Restricted Share Deferral Agreement shall specify the specific grants of
Restricted Shares to which it will apply during a Deferral Year. In the event
that the terms of the Restricted Share Deferral Agreement conflict with the
terms of the Plan, the terms of the Plan shall be controlling.

2.39. SHARE EQUIVALENT

      "Share Equivalent" means the hypothetical investment equivalent equal to
one share of AWS Stock credited under the Plan. The number of Share Equivalents
credited to a Participant's Deferred Shares Account under the Plan is determined
by the number of shares of AWS Stock that the Participant elects to defer the
receipt of under the Plan, plus any Earnings thereon.

2.40. SPOUSE

      "Spouse" means an individual who is legally married to a Participant under
the laws of the state in which the Participant resides, on the day immediately
preceding the Participant's date of death.

2.41. STOCK OPTION GAIN DEFERRAL AGREEMENT

      "Stock Option Gain Deferral Agreement" means an agreement made by a
Director in a manner prescribed by the Committee that provides for the deferral
of a gain under a Stock Option Grant.

2.42. STOCK OPTION GRANT

      "Stock Option Grant" means a nonstatutory stock option award granted to a
Director under the Director Equity Program.

2.43. TERMINATION DISTRIBUTION ELECTION

      "Termination Distribution Election" shall mean an election made for a form
of benefit payment allowable under Article 5 that shall apply to each of the
Participant's Accounts.

2.44. TERMINATION OF SERVICE

      "Termination of Service" means the Participant's cessation of service as a
Director of the Company for any reason whatsoever, whether voluntarily or
involuntarily, including death.

2.45. TERMINATION OF SERVICE ACCOUNT

      "Termination of Service Account" means an Account established for a
Participant pursuant to Section 5.1.2.


ARTICLE 2                            - 8 -                           DEFINITIONS
<PAGE>

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


2.46. TERMINATION OF SERVICE COMMENCEMENT DATE

      "Termination of Service Commencement Date" means January 1 of the Plan
Year immediately following the Plan Year in which the Participant terminates
service as a member of the Board of Directors and the boards of directors of all
Affiliated Companies.

2.47. TERMINATION OF SERVICE DISTRIBUTION ELECTION

      "Termination of Service Distribution Election" means the election of a
form of benefit payment by a Participant in accordance with Article 6 that is
applicable to a Participant's Termination of Service Account.

2.48. VALUATION FUND ALLOCATION

      "Valuation Fund Allocation" means the Participant's or Beneficiary's
specification of the Valuation Funds, and the proportion in each (if more than
one) to which a Deferred Cash Compensation Account is to be deemed to be
invested.

2.49. VALUATION FUNDS

      "Valuation Funds" means one or more of the independently established funds
or indices that are identified by the Committee. Each Valuation Fund shall be a
phantom investment fund, which shall be credited with earnings (whether a gain
or a loss) according to the performance of the actual index or fund. The
Valuation Funds are used solely to calculate the Earnings that are credited to
each Participant's Deferred Cash Compensation Accounts in accordance with
Article 5, and do not represent, nor should they be interpreted as investments
in the underlying investment funds or to convey any beneficial interest on the
part of the Participant or Beneficiary in any asset or other property of the
Company. The determination of the increase or decrease in the performance of
each Valuation Fund shall be made by the Committee in its reasonable discretion.
The Committee shall select the various Valuation Funds available to the
Participants or Beneficiaries with respect to the Plan and shall periodically
communicate a list of these Valuation Funds to Directors, which list may be
amended from time to time in the discretion of the Committee.


ARTICLE 2                            - 9 -                           DEFINITIONS
<PAGE>

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

                                   ARTICLE 3.
                          ELIGIBILITY AND PARTICIPATION

3.1. VOLUNTARY PARTICIPATION BY DIRECTORS

      3.1.1 ELIGIBILITY CONDITIONS. Eligibility to participate in the Plan by
making voluntary deferrals of Cash Compensation, Non-Cash Compensation, gains
resulting from the exercise of Stock Option Grants or vested Restricted Shares
shall be limited to individuals who are Directors of one or more of the
Participating Companies.

      3.1.2 EFFECTIVE DATE FOR PARTICIPATION. Each individual who is classified
as a Director shall be eligible to participate in the Plan and may voluntarily
elect to make deferrals in accordance with Article 4, effective as of the latest
of (i) the date determined by the Committee; (ii) the date the Director is
formally notified of his eligibility to participate in the Plan; or (iii)
applicable deferral election submission timing requirements set forth in Article
4.


ARTICLE 3                            - 10 -        ELIGIBILITY AND PARTICIPATION
<PAGE>

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

                                   ARTICLE 4.
                               DEFERRAL ELECTIONS

4.1. CATEGORY OF DEFERRALS

      A Director may make voluntary deferrals of Cash Compensation (pursuant to
Section 4.2), Non-Cash Compensation (pursuant to Section 4.3), gains on the
exercise of Stock Option Grants (pursuant to Section 4.4) and vested Restricted
Shares (pursuant to Section 4.5).

4.2. DEFERRAL OF CASH COMPENSATION

      A Participant's election to defer Cash Compensation shall be subject to
the following conditions:

      4.2.1 CONTENT OF CASH COMPENSATION DEFERRAL AGREEMENTS. A Cash
Compensation Deferral Agreement shall be made with respect to Directors' Fees
payable in cash by a Participating Company to a Participant during the
applicable Deferral Period, and shall designate the portion of each such
deferred Directors' Fees that shall be allocated among the various Deferred Cash
Compensation Accounts, except that no deferral shall be made to any Deferred
Cash Compensation Accounts at the same time that a distribution is to be made
from that Account. The Participant's Cash Compensation Deferral Agreement shall
specify the percentage of Directors' Fees otherwise payable in cash that are to
be deferred as provided in Section 4.2.5. Deferrals of Directors' Fees that are
otherwise payable in cash shall be made in approximately equal amounts
throughout the applicable Deferral Year as the installments of Directors' Fees
are paid to the Participant.

      4.2.2 TIME FOR SUBMISSION OF CASH COMPENSATION DEFERRAL AGREEMENTS. Except
as provided in Section 4.2.3, a Director's Cash Compensation Deferral Agreement
relating to Directors' Fees paid to him in cash must be submitted to the
Committee no later than December 31 of the Plan Year preceding the Plan Year
during which the Directors' Fees to which the Deferral Agreement applies would
otherwise be payable to the Participant.

      4.2.3 MID-YEAR DEFERRAL ELECTIONS BY NEWLY ELIGIBLE DIRECTORS. If an
individual becomes a Director during the course of a Plan Year, the Director may
submit a Cash Compensation Deferral Agreement to the Committee, at the
discretion of the Committee, no later than thirty (30) days after the Committee
notifies that individual of his status as an eligible Participant. Any Cash
Compensation Deferral Agreement made pursuant to this Section 4.2.3 shall be
effective only with regard to Directors' Fees paid in cash earned and paid
following the submission of the Cash Compensation Deferral Agreement to the
Committee.

      4.2.4 VALUATION FUND ALLOCATIONS. At the time the Director files his Cash
Compensation Deferral Agreement with the Committee, the Director shall specify
on a separate form to be filed with the Committee, the Participant's initial
Valuation Fund Allocation for the amounts deferred to each Deferred Cash
Compensation Account in accordance with procedures established by the Committee.


ARTICLE 4                            - 11 -                   DEFERRAL ELECTIONS
<PAGE>

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


      4.2.5 MINIMUM AND MAXIMUM DEFERRAL AMOUNTS. A Participant may elect to
defer from a minimum of ten percent (10%) to a maximum of one hundred percent
(100%) of each payment of his cash Directors' Fees otherwise payable in cash, in
ten percent (10%) increments.

      4.2.6 IRREVOCABILITY OF DEFERRAL AGREEMENTS. Once a Participant has
executed a Cash Compensation Deferral Agreement, that Deferral Agreement shall
remain in effect for that Deferral Period and shall be irrevocable during such
Deferral Period, except as provided by Section 6.7 (Unscheduled Lump-Sum
Withdrawals) and Section 6.8 (Hardship Withdrawals).

      4.2.7 TERMINATION OF CASH COMPENSATION DEFERRAL AGREEMENTS. All of a
Participant's Cash Compensation Deferral Agreements shall automatically
terminate on a prospective basis if the Participant incurs a Termination of
Service or at any other time determined by the Committee in its sole discretion.

      4.2.8 DEFAULTS IN THE EVENT OF INCOMPLETE OR INACCURATE CASH COMPENSATION
DEFERRAL AGREEMENTS. In the event that a Director submits a Cash Compensation
Deferral Agreement to the Committee that contains information necessary to the
effective operation of the Plan which, in the sole discretion of the Committee,
is incomplete or inaccurate, the Committee shall be authorized to reject such
Deferral Agreement or to make any reasonable assumptions in the Committee's
discretion.

4.3. DEFERRAL OF NON-CASH COMPENSATION

      A Participant's election to defer Non-Cash Compensation shall be subject
to the following conditions:

      4.3.1 CONTENT OF NON-CASH COMPENSATION DEFERRAL AGREEMENTS. A Non-Cash
Compensation Deferral Agreement shall be made with respect to Directors' Fees
payable by a Participating Company to a Participant in the form of AWS Stock
during the applicable Deferral Period. The Participant's Non-Cash Compensation
Deferral Agreement shall specify the amount of such Directors' Fees to be
deferred as provided in Section 4.3.5. Deferrals of such Director's Fees shall
be made in approximately equal amounts throughout the applicable Deferral Year
as the installments of Directors' Fees are paid. A Non-Cash Compensation
Deferral Agreement's election shall expire at any time elected by a Participant
or such earlier time designated by the Committee.

      4.3.2 TIME FOR SUBMISSION OF NON-CASH COMPENSATION DEFERRAL AGREEMENTS.
Except as provided in Section 4.3.3, a Director's Non-Cash Compensation Deferral
Agreement relating to Directors' Fees otherwise payable to him in shares of AWS
Stock must be submitted to the Committee no later than December 31 of the Plan
Year preceding the Plan Year during which the Directors' Fees to which the
Deferral Agreement applies would otherwise be payable to the Participant.

      4.3.3 MID-YEAR DEFERRAL ELECTIONS BY NEWLY ELIGIBLE DIRECTORS. If an
individual becomes a Director during the course of a Plan Year, the Director may
submit a Non-Cash Compensation Deferral Agreement to the Committee at the
discretion of the Committee, no later


ARTICLE 4                            - 12 -                   DEFERRAL ELECTIONS
<PAGE>

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


than thirty (30) days after the Committee notifies that individual of his status
as an eligible Participant. Any Non-Cash Compensation Deferral Agreement made
pursuant to this Section 4.3.3 shall be effective only with regard to Directors'
Fees earned and otherwise payable following the submission of the Non-Cash
Compensation Deferral Agreement to the Committee.

      4.3.4 SHARE EQUIVALENTS. The deferred amounts of Non-Cash Compensation
will be treated as though invested in Share Equivalents, and, therefore, the
Company's liability will be satisfied in shares of AWS Stock.

      4.3.5 MINIMUM AND MAXIMUM DEFERRAL AMOUNTS. A Director may elect to defer
from a minimum of ten percent (10%) to a maximum of one hundred percent (100%)
of each payment of his Directors' Fees, in ten percent (10%) increments.

      4.3.6 IRREVOCABILITY OF DEFERRAL AGREEMENTS. Once a Participant has
entered into a Non-Cash Compensation Deferral Agreement, that Deferral Agreement
shall remain in effect for that Deferral Period and shall be irrevocable during
such Deferral Period, except as provided by Section 6.7 (Unscheduled Lump-Sum
Withdrawals) and Section 6.8 (Hardship Withdrawals).

      4.3.7 TERMINATION OF NON-CASH COMPENSATION DEFERRAL AGREEMENTS. All of a
Participant's Non-Cash Compensation Deferral Agreements shall automatically
terminate on a prospective basis if the Participant incurs a Termination of
Service or at any other time determined by the Committee in its sole discretion.

      4.3.8 DEFAULTS IN THE EVENT OF INCOMPLETE OR INACCURATE NON-CASH
COMPENSATION DEFERRAL AGREEMENTS. In the event that a Director submits a
Non-Cash Compensation Deferral Agreement to the Committee that contains
information necessary to the effective operation of the Plan which, in the sole
discretion of the Committee, is incomplete or inaccurate, the Committee shall be
authorized to reject such agreement or to make any reasonable assumptions in the
Committee's discretion.

      4.3.9 DIRECTOR EQUITY PROGRAM. The Plan governs the deferral of receipt of
AWS Stock issuable upon the Director's election to receive all or a portion of
his Directors' Fees in the form of AWS Stock rather than in cash. Such an
election is governed under the Director Equity Program. No such elections are
authorized under the Plan. Participants who elect under the Plan to defer the
receipt of AWS Stock will have no rights as stockholders of AT&T Wireless with
respect to allocations of Share Equivalents made to their Deferred Shares
Account.

4.4. STOCK OPTION GAIN DEFERRAL

      Effective January 1, 2002, a Participant's election to defer stock option
gains shall be subject to the following conditions:

      4.4.1 STOCK OPTION GAIN DEFERRAL ELECTION. A Director can elect to defer
receipt of Net Shares of AWS Stock resulting from an exercise of an exercisable
Stock Option Grant issued to the Director if (i) the Director completes and
signs an irrevocable Stock Option Gain Deferral Agreement's election, (ii) such
Election is delivered to and accepted by the Committee at least


ARTICLE 4                            - 13 -                   DEFERRAL ELECTIONS
<PAGE>

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


six (6) months in advance of exercising the stock option, (iii) such Director
pays, in cash or through an attestation acceptable to the Committee, the
exercise price in shares of AWS Stock that is non-compensable or that the
Participant owns and has owned continuously for the six (6) month period ending
on the date of exercise, and (iv) such Director complies with all other rules
the Committee may establish. Subject to the discretion of and such procedures as
may be established by the Committee, at the time of the deferral election, a
Director may also choose to use some of the shares acquired pursuant to the
exercise of the stock option to satisfy any taxes due upon the stock option
exercise.

      4.4.2 CONTENTS OF STOCK OPTION GAIN DEFERRAL ELECTION. A Stock Option Gain
Deferral Election shall be made in writing and in such form and manner as may be
prescribed by the Committee. The form shall specify such items as the Committee
may reasonably require, including, without limitation, (i) the identity of the
Stock Option Grant that is subject to the election, such by reference to the
grant date, the number of shares granted and the exercise price, (ii) the
expiration date (if any) of the deferral election, and (iii) whether any shares
from the Stock Option Grant will be withheld to pay taxes as set forth in
Section 4.4.1.

      4.4.3 DEFERRAL OF NET SHARES. A Stock Option Gain Deferral Election may
expire according to its terms. A Director may choose to defer receipt of all or
only a portion of the Net Shares to be accepted upon exercise of the Stock
Option Grant; provided, however, that an award will not be deferred if it will
expire, by its terms, before the end of the six (6) month period commencing with
the date that the Stock Option Gain Deferral Election is submitted to and
received by the Committee. If only a portion of the Net Shares is deferred, the
portion of the Net Shares that is not deferred will be distributed under the
Director Equity Program at the time of exercise. If a Stock Option Grant, as to
which a Director has made a Stock Option Gain Deferral Election, terminates
prior to the exercise date selected by the Director, or if the Director dies or
fails to deliver personally owned shares in payment of the exercise price, then
the Participant's Stock Option Gain Deferral Election shall not become
effective. Upon exercise of a Stock Option Grant covered by a properly filed
Stock Option Gain Deferral Election, the Company shall not deliver the shares of
AWS Stock. Instead following such deferral election, the number of deferred
shares will be credited as Share Equivalents under the Director's Deferred
Shares Account under the Plan. The Committee may establish additional procedures
to effect the deferral of gains from Stock Option Grants.

      4.4.4 SHARE EQUIVALENTS. The deferred amounts of Net Shares will be
treated as though invested in Share Equivalents, and the Company's liability
must be satisfied in shares of AWS Stock.

      4.4.5 DIRECTOR EQUITY PROGRAM. The Plan governs the deferral of receipt of
AWS Stock issuable upon the exercise of stock options for AWS Stock. The stock
options are governed by the Director Equity Program under which they are
granted. No stock options or shares of AWS Stock are authorized to be issued
under the Plan. Participants who elect under the Plan to defer the receipt of
AWS Stock issuable upon the exercise of stock options will have no rights as
stockholders of AWS with respect to allocations of Share Equivalents made to
their Deferred Shares Account.


ARTICLE 4                            - 14 -                   DEFERRAL ELECTIONS
<PAGE>

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


4.5. DEFERRAL OF VESTED RESTRICTED SHARES

      A Participant's election to defer vested Restricted Shares shall be
subject to the following conditions:

      4.5.1 ELECTION TO DEFER. A Participant may elect, no later than December
31 of the year preceding the Plan Year in which Restricted Shares would
otherwise vest, to defer receipt of all or a portion of such Restricted Shares
by filing a Restricted Share Deferral Agreement with the Committee.

      4.5.2 DEFERRAL AMOUNT. A Director who satisfies the conditions in Section
4.5.1 may elect to defer the receipt of a portion of his Restricted Shares in an
amount (i) not less than ten percent (10%) nor (ii) in excess of one hundred
percent (100%) of the vested Restricted Shares, in ten percent (10%) increments.

      4.5.3 CONTENTS OF RESTRICTED SHARE DEFERRAL AGREEMENT. A Restricted Share
Deferral Agreement shall be made in writing and in such form and manner as may
be prescribed by the Committee. The form shall specify such items as the
Committee may reasonably require, including, without limitation, (i) the
identity of the grant of Restricted Shares that is subject to the election, such
by reference to the grant date and the number of shares, and (ii) the expiration
date (if any) of the deferral election.

      4.5.4 DEFERRAL OF RESTRICTED SHARES. A Restricted Share Deferral
Agreement's election may expire according to its terms. A Director may choose to
defer receipt of all or only a portion of the AWS Stock to be received upon the
vesting of such Restricted Shares; provided, however, that an award will not be
deferred if it will vest, by its terms, before the end of the six (6) month
period commencing with the date that the Restricted Share Deferral Election is
submitted to and received by the Committee. If only a portion of the Restricted
Shares are deferred, the portion of the Restricted Shares that is not deferred
will be distributed under the Director Equity Program at the time of vesting. If
a grant of Restricted Shares, as to which a Director has made a Restricted Share
Deferral Election, vests prior to the deferral date selected by the Director,
then the Participant's Restricted Share Deferral Election shall not become
effective. Upon vesting of Restricted Shares covered by a properly filed
Restricted Share Deferral Election, the Company shall not deliver the shares of
AWS Stock. Following such deferral election, the number of deferred shares will
be credited as Share Equivalents under the Director's Deferred Shares Account
under the Plan. The Committee may establish additional procedures to effect the
deferral of vested Restricted Shares.

      4.5.5 SHARE EQUIVALENTS. The deferred amounts of Restricted Shares will be
treated as though invested in Share Equivalents, and the Company's liability
must be satisfied in shares of AWS Stock.

      4.5.6 DIRECTOR EQUITY PROGRAM. The Plan governs the deferral of receipt of
AWS Stock received by the Participant upon the vesting of Restricted Shares. The
Restricted Shares themselves are governed by the Director Equity Program under
which they are granted. No


ARTICLE 4                            - 15 -                   DEFERRAL ELECTIONS
<PAGE>

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


shares of AWS Stock are authorized to be issued under the Plan. Participants who
elect under the Plan to defer the receipt of AWS Stock received by the
Participant upon the vesting of Restricted Shares will have no rights as
stockholders of A&T Wireless with respect to allocations of Share Equivalents
made to their Deferred Shares Account.


ARTICLE 4                            - 16 -                   DEFERRAL ELECTIONS
<PAGE>

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


                                   ARTICLE 5.
                              ACCOUNTS AND EARNINGS

5.1. DEFERRED CASH COMPENSATION ACCOUNT

      5.1.1 ESTABLISHMENT OF DEFERRED CASH COMPENSATION ACCOUNT. The Cash
Compensation deferred by a Participant under the Plan and any Earnings thereon
shall be credited to the Participant's Deferred Cash Compensation Account.
Separate Accounts may be maintained on the books of the Company to reflect the
different types of Deferred Cash Compensation Accounts described in Section
5.1.2 that are chosen by the Participant, and the Participant shall designate
the portion of each Cash Compensation deferral that will be credited to each
Deferred Cash Compensation Account. These Accounts shall be used solely to
calculate the amount payable to each Participant or Beneficiary under the Plan
and shall not constitute a separate fund of assets. Each Deferred Cash
Compensation Account established for a Participant shall be denominated on a
monetary (United States Dollar) basis. The Committee shall cause each separate
Deferred Cash Compensation Account to be maintained in the name of the
Participant with respect to whom all or a portion of his Cash Compensation has
been deferred.

      5.1.2 TYPES OF DEFERRED CASH COMPENSATION ACCOUNTS. The Committee shall
establish and maintain at least one (1) Termination of Service Account within
each Participant's Deferred Cash Compensation Account.

      5.1.3 PROCEDURES FOR CREDITING DEFERRED CASH COMPENSATION. The amount of
Cash Compensation that a Participant elects to defer in his Cash Compensation
Deferral Agreement shall cause an equivalent reduction in the amount of the
Participant's Cash Compensation that is paid to the Participant. A Participant's
deferred Cash Compensation shall be credited to each Deferred Cash Compensation
Account designated by the Participant within fifteen (15) business days after
the last day of the month during which the deferred Cash Compensation would have
otherwise been payable to the Participant. Any withholding of taxes or other
amounts with respect to deferred Cash Compensation that may be required by
local, state or federal law shall be withheld from the Participant's
corresponding non-deferred portion of the Cash Compensation to the maximum
extent possible, and any remaining amount shall reduce the amount credited to
the Participant's Deferred Cash Compensation Account in a manner specified by
the Committee.

      5.1.4 DETERMINATION OF DEFERRED CASH COMPENSATION ACCOUNT VALUES. Each of
a Participant's Deferred Cash Compensation Accounts as of the close of each
Determination Date shall consist of the balance of the Account as of the
immediately preceding Determination Date, adjusted as follows:

      (a) NEW DEFERRALS OF CASH COMPENSATION. Each Deferred Cash Compensation
Account shall be increased by any deferred Cash Compensation credited to such
Account in accordance with Section 5.1.3 since such prior Determination Date in
the proportion chosen by the Participant, except that no amount of new deferrals
shall be credited to an Account at the same time that a distribution or
withdrawal is to be made from that Account.


ARTICLE 5                            - 17 -                ACCOUNTS AND EARNINGS
<PAGE>

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


      (b) DISTRIBUTIONS AND WITHDRAWALS. Each Deferred Cash Compensation Account
shall be reduced by the amount of each benefit payment made from that Account
since the prior Determination Date. Distributions or withdrawals shall be deemed
to have been made proportionally from each of the Valuation Funds maintained
within such Deferred Cash Compensation Account based on the proportion that such
Valuation Fund bears to the sum of all Valuation Funds among which such Account
is allocated by that Participant as of the Determination Date immediately
preceding the date of payment.

      (c) EARNINGS. Each Deferred Cash Compensation Account shall be increased
or decreased by the Earnings credited to such Account pursuant to Article 5
since the prior Determination Date as though the balance of that Account had
been invested in the applicable Valuation Funds chosen by the Participant in his
applicable Valuation Fund Allocation.

      5.1.5 RESTRICTIONS ON REALLOCATIONS AMONG ACCOUNTS. Once an amount of Cash
Compensation deferred by a Participant under the Plan and any Earnings thereon
have been credited to one of the Participant's Deferred Cash Compensation
Accounts, such amount may not be thereafter reallocated or transferred to
another one of the Participant's Deferred Cash Compensation Accounts or to the
Participant's Deferred Shares Account.

5.2. DEFERRED SHARES ACCOUNT

      5.2.1 ESTABLISHMENT OF DEFERRED SHARES ACCOUNT. The Committee shall
establish a Deferred Shares Account for each Participant who enters into a
Non-Cash Compensation Deferral Agreement, a Stock Option Gain Deferral Agreement
or a Restricted Stock Deferral Agreement.

      5.2.2 SHARE EQUIVALENTS. The Participant's Deferred Shares Account shall
be credited with the number of Share Equivalents equal to the number of shares
of AWS Stock the Participant would have otherwise received had he not made an
election to defer the applicable Non-Cash Compensation.

      5.2.3 STOCK OPTION DEFERRAL CREDITS. The Participant's Deferred Shares
Account shall be credited with a Share Equivalent for each Net Share deferred,
as of the date of the stock option exercise.

      5.2.4 RESTRICTED SHARE DEFERRAL CREDITS. The Participant's Deferred Shares
Account shall be credited with a Share Equivalent for each vested Restricted
Share deferred, as of the date the Restricted Share vests.

      5.2.5 DIVIDEND EQUIVALENTS. Dividend Equivalents equal to one hundred
percent (100%) of the dividends payable on AWS Stock shall be credited to a
Participant's Deferred Shares Account based on the number of Share Equivalents
held in such Participant's Deferred Shares Account on the dividend date (as
determined by the Committee). Dividend Equivalents credited to the Deferred
Shares Account shall be reinvested in Share Equivalents based on the Fair Market
Value of AWS Stock on the dividend date. No fractional Share Equivalents shall
be credited.


ARTICLE 5                            - 18 -                ACCOUNTS AND EARNINGS
<PAGE>

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


      5.2.6 NO ALLOCATION AMONG VALUATION FUNDS. The balance in a Participant's
Deferred Shares Account shall be credited with Share Equivalents at all times. A
Participant's Deferred Shares Account is not eligible to be credited with
Earnings based on any Valuation Fund Allocation.

      5.2.7 DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the
outstanding shares of AWS Stock by reason of any stock dividend, stock split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares or other similar corporate change, the Committee, in its
sole discretion, shall make the appropriate adjustment in each Participant's
Deferred Shares Account. If any such adjustment shall result in a fractional
share, such fraction shall be disregarded. Such adjustments made by the
Committee shall be conclusive and binding for all purposes of the Plan.

5.3. VALUATION FUNDS AND EARNINGS

      5.3.1 PARTICIPANT VALUATION FUND ALLOCATIONS. A Participant or Beneficiary
shall make a Valuation Fund Allocation to designate, at a time and in a manner
acceptable to the Committee, one or more Valuation Funds for each Participant's
Deferred Cash Compensation Accounts for the sole purpose of determining the
amount of Earnings to be credited or debited to such Account as if such Accounts
held actual assets and such assets were among such investment funds as the
Company may designate. Such Valuation Fund Allocation shall designate (i) the
Deferred Cash Compensation Account(s) to which it applies; (ii) the portion of
each Deferred Cash Compensation Account balance that shall be allocated among
the available Valuation Funds; and (iii) the portion of each future deferral of
Cash Compensation made to each Deferred Cash Compensation Account that shall be
allocated among the available Valuation Funds. Any Valuation Fund Allocation
shall apply to each succeeding deferral of Cash Compensation until such time as
the Participant or Beneficiary shall file a new Valuation Fund Allocation with
the Committee. If a Participant or Beneficiary fails, for any reason, to make a
valid Valuation Fund Allocation for any of his Accounts, the Participant or
Beneficiary shall be deemed to have elected the Money Market Valuation Fund for
the entire Account balance until such time as the Participant or Beneficiary
makes a valid Valuation Fund Allocation.

      5.3.2 COMMITTEE TO ESTABLISH VALUATION FUND ALLOCATION PROCEDURES. Any
Valuation Fund Allocation shall be subject to such rules as the Committee may
prescribe, including, without limitation, (i) rules concerning the minimum
percentage of the total Deferred Cash Compensation Accounts that may be
allocated to any specific Valuation Fund; (ii) the manner of providing Valuation
Fund directions; (iii) the frequency of changing such Valuation Fund directions;
and (iv) the method of crediting Earnings for any portion of a Deferred Cash
Compensation Account that is not covered by any valid Valuation Fund Allocation.

      5.3.3 CHANGES IN VALUATION FUND ALLOCATION. A Participant or Beneficiary
may change his Valuation Fund Allocation for any designated Deferred Cash
Compensation Account by making a new Valuation Fund Allocation for the Account
at any time. Any modified Valuation Fund Allocation submitted via the Plan's
electronic Internet system and received by the Committee or its designee by 3:00
p.m. Eastern time shall generally be effective as of the


ARTICLE 5                            - 19 -                ACCOUNTS AND EARNINGS
<PAGE>

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


next succeeding Determination Date. Any modified Valuation Fund Allocation
submitted to the Committee in paper form shall generally be effective no late
than the third Determination Date after the Determination Date on which such
form is received by the Committee.

      5.3.4 DETERMINATION OF VALUATION FUNDS TO BE OFFERED. The Committee shall
have the sole discretion to determine the number of Valuation Funds to be
designated under the Plan and may change or eliminate prospectively the
Valuation Funds from time to time.

      5.3.5 NO REQUIREMENT TO FOLLOW INVESTMENT REQUESTS. Neither the Committee
nor the Company shall be obligated to comply with, or be liable for the failure
to comply with, the investment requests of any Participant or Beneficiary. The
Company shall have sole discretion whether or not to invest any of the Company's
funds (whether or not in trust) in the manner requested by the Participant or
Beneficiary. However, if the Committee allows the Participant or Beneficiary to
request that Earnings be credited in accordance with instructions from the
Participant or Beneficiary, Earnings shall be credited in accordance with the
instructions directed by the Participant or Beneficiary, whether or not the
Committee actually invests funds in accordance with the instructions.

      5.3.6 NO REQUIREMENT TO FUND. The Company shall not be required to fund
its obligations under the Plan in any manner and shall not be required to invest
in any particular investment, including any Valuation Funds. The Company may,
without limitation, purchase life insurance or any security or other property
with respect to any or all of its obligations under the Plan. Participants and
Beneficiaries shall have no right, title or interest in any assets held by the
Company (or any trust) by reason of a Participant's participation in the Plan.

5.4. VESTING OF ACCOUNTS

      Each Participant shall at all times be one hundred percent (100%) vested
in his Deferred Cash Compensation Accounts and Deferred Shares Account.

5.5. PARTICIPANT ACCOUNT STATEMENTS

      Each Participant shall be provided with a statement showing the balances
in the Participant's Deferred Cash Compensation Accounts and Deferred Shares
Account as of the last day of each calendar quarter. Such statements shall be
provided as soon as practicable, but generally no later than sixty (60) days
after the end of each calendar quarter.

5.6. COMPANY CONTRIBUTIONS

      The Company provides no matching or other form of contributions under the
Plan.


ARTICLE 5                            - 20 -                ACCOUNTS AND EARNINGS
<PAGE>

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


                                   ARTICLE 6.
                       FORM AND TIMING OF BENEFIT PAYMENTS

6.1. PAYMENT OF BENEFITS

      Payment of benefits from a Participant's Accounts shall be made in
accordance with whichever of the following provisions is applicable:

      6.1.1 PAYMENT OF TERMINATION BENEFITS. The Participant's Termination of
Service Account shall be distributed to the Participant as of the Termination of
Service Commencement Date and in the form of payment specified by the
Participant in his Termination of Service Distribution Election in effect as of
such Termination of Service Commencement Date.

      6.1.2 PAYMENT OF DEATH BENEFITS. Upon the death of a Participant occurring
prior to the commencement of the payment of benefits from all the Participant's
Accounts, the Company shall pay to the Participant's Beneficiary an amount equal
to the Account balance in all the Participant's Accounts (other than an Account
in pay status as of the date of the Participant's death) in the form of payment
provided for in the Participant's Death Benefit Election that is in effect as of
the date of his death. In the event the Participant dies after the commencement
of the payment of benefits under the Plan from any Account, the remaining
benefits from that Account shall be paid to the Beneficiary at the same time and
in the same manner as if the Participant had survived.

      6.1.3 PAYMENT OF DEFERRED SHARES ACCOUNT BENEFITS. Upon a Participant's
Termination of Service or such earlier date specified in a Participant's
Non-Cash Compensation Deferral Agreement, Stock Option Gain Deferral Agreement
or Restricted Share Deferral Agreement, a Participant shall receive distribution
in the form of whole shares of AWS Stock equal to the number of Share
Equivalents then held in the Participant's Deferred Shares Account, rounded to
the nearest whole unit, such shares to be paid from the Director Equity Program.

6.2. TERMINATION BENEFIT ELECTIONS

      6.2.1 ELECTIONS BY NEW PARTICIPANTS. Each Director shall be required to
make a Termination Distribution Election, in the form and manner approved by the
Committee, prior to commencement of participation in the Plan. Such Termination
Distribution Election shall be made in a form and manner approved by the
Committee, and shall specify the form of payment for the Accounts to which it
applies.

      6.2.2 CHANGES TO TERMINATION OF SERVICE DISTRIBUTION ELECTIONS. Subject to
the provisions of Section 6.5, a Participant may change any Termination of
Service Distribution Election at any time, and such Termination of Service
Distribution Election shall apply after twelve (12) months to the distribution
of all the Participant's Accounts if he thereafter incurs a Termination of
Service with the Company (other than due to death).


ARTICLE 6                            - 21 -                   FORM AND TIMING OF
                                                                BENEFIT PAYMENTS
<PAGE>

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


6.3. DEATH BENEFIT DISTRIBUTION ELECTIONS

      6.3.1 ELECTIONS BY NEW PARTICIPANTS. Each Director shall be required to
make a Death Benefit Distribution Election prior to commencement of
participation in the Plan. Such Death Benefit Distribution Election shall be
made in a form and manner approved by the Committee, and shall specify the form
of payment for the Accounts to which it applies.

      6.3.2 CHANGES TO TERMINATION DISTRIBUTION ELECTIONS. A Participant may
change his Death Benefit Distribution Election at any time permitted by Section
6.5, and such Death Benefit Distribution Election shall apply to the
distribution of all the Participant's Accounts if the Participant thereafter
dies.

6.4. FORM OF BENEFIT PAYMENT

      6.4.1 PAYMENT PURSUANT TO PARTICIPANT'S BENEFIT ELECTION. Subject to such
rules, procedures, limits, and restrictions as the Committee may establish from
time to time, the benefits payable from any Account under the Plan shall be paid
in the form of benefit as provided in Section 6.4.2, as specified by the
Participant in his latest Distribution Election timely filed with and accepted
by the Committee. The Participant's Distribution Election shall be effective for
the entire Account balance to which it pertains. If at the time payment of
benefits under the Plan becomes due and payable the Participant's Distribution
Election was made within one (1) year of the requested payment, then such
Distribution Election shall be deemed ineffective and the most recent
Distribution Election made by the Participant more than twelve (12) months prior
to the time of payment shall be used to determine the form of payment.

      6.4.2 PERMISSIBLE FORMS OF BENEFIT PAYMENT. The permissible forms of
benefit payments under the Plan are as follows:

      (a) TERMINATION BENEFIT PAYMENTS. Termination benefit payments made
pursuant to Section 6.1.1 may be paid in the form of a lump sum that is equal to
the Account balance or annual installments for a period of up to five (5) years.

      (b) DEATH BENEFIT PAYMENTS. Death benefit payments made pursuant to
Section 6.1.2 may be paid in the form of a lump sum that is equal to the Account
balance or annual installments for a period of up to five (5) years.

      (c) DEFERRED SHARES ACCOUNT PAYMENTS. Deferred Shares Account payments
made pursuant to Section 6.1.3 shall be paid in the form of a lump sum that is
equal to the Account balance or annual installments for a period of up to five
(5) years.

      6.4.3 DETERMINATION OF AMOUNT OF INSTALLMENT PAYMENTS. Any annual
installment payment from a Participant's Account shall be equal to the balance
of the Account on December 31 immediately prior to the payment, multiplied by a
fraction, the numerator of which is one (1) and the denominator of which
commences at the number of annual payments initially chosen by the Participant
and is reduced by one (1) in each succeeding year; provided, however, that for
the final installment payment from the Account, the entire remaining value of
the


ARTICLE 6                            - 22 -                   FORM AND TIMING OF
                                                                BENEFIT PAYMENTS
<PAGE>

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


Account shall be distributed to the Participant, regardless of the amount.
Earnings on the unpaid balance of the Account from which installment payments
are being made shall continue to be credited to the Account throughout the
installment distribution period based on the most recent allocation among the
available Valuation Funds chosen by the Participant in accordance with Section
5.3.1.

      6.4.4 FORM OF DISTRIBUTIONS. Distributions from a Participant's
Termination of Service Account shall be paid in cash. Distributions from a
Participant's Deferred Shares Account shall be made in the form of whole shares
of AWS Stock, with any fractional shares to be paid in cash.

      6.4.5 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 or Termination of Service Commencement Date, 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.

      6.4.6 SMALL ACCOUNT LUMP SUM PAYMENT RULE. Notwithstanding any
Distribution Election made by the Participant to the contrary, if the balance
credited to a Participant's Termination of Service Account or Deferred Shares
Account as of the time payments are to commence from such Account is less than
Twenty-Five Thousand Dollars ($25,000), the remaining unpaid balance of that
Account shall be paid in a lump sum.

6.5. CHANGES IN DISTRIBUTION ELECTIONS

      A Participant may change the form of benefit payment designated in a
Distribution Election previously made pursuant to Section 6.1, 6.2 or 6.3;
provided, however, that such new Distribution Election shall be subject to the
following conditions and limitations:

      (a) A change in the time or form of payment shall be effective only if the
Committee receives the new Distribution Election at least twelve (12) full
months prior to January 1 of the Plan Year during which payments from the
Account to which the change applies are otherwise scheduled to commence and the
Committee approves such Distribution Election.

      (b) If a Participant changes the form of payment for an Account and then
incurs a Termination of Service (other than due to death) within twelve months
(12) months of the date the applicable Distribution Election is changed, the
previous Termination Distribution Election for the Account shall be reinstated
and apply to the distribution of the Account, provided that such prior
Distribution Election had been in effect for at least twelve (12) months before
it was revoked or changed.

6.6. COMMENCEMENT OF BENEFIT PAYMENTS

      Payment of benefits under the Plan to a Participant (or his Beneficiary if
the Participant is deceased) pursuant to Section 6.1 shall commence as soon as
administratively feasible (but in no event more than sixty (60) days) after the
last day of the Plan Year during which the Termination of Service Commencement
Date or death of a Participant occurs that entitles a Participant (or a


ARTICLE 6                            - 23 -                   FORM AND TIMING OF
                                                                BENEFIT PAYMENTS
<PAGE>

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


Beneficiary if the Participant is deceased) to payments from one or more
Accounts under the Plan. If a Participant has elected to receive his
distribution in the form of annual installments, all subsequent annual
installments shall be made on approximately the same date each calendar year
thereafter for the remainder of the distribution period.

6.7. UNSCHEDULED LUMP-SUM WITHDRAWALS

      6.7.1 ELECTION OF UNSCHEDULED LUMP-SUM WITHDRAWALS. Notwithstanding any
Participant's Distribution Elections to the contrary, any Participant (or
Beneficiary if the Participant is deceased) shall have the right, at any time
(including after distribution from an Account has commenced pursuant to Section
6.1), to elect to receive an unscheduled withdrawal of part or all of his
Accounts, including any Earnings credited to such Accounts. The unscheduled
withdrawal election shall be made in a form and manner acceptable to the
Committee and shall be subject to the following conditions and limitations:

      (a) The Participant's unscheduled withdrawal election must specify the
Account or Accounts from which the amount is to be withdrawn and, if the
withdrawal is to be made from more than one Account, the relative amounts to be
withdrawn from each Account.

      (b) The Participant's unscheduled withdrawal election must specify the
amount of an Account (in whole dollars) or the percentage of an Account
(determined as of the most recent Determination Date) to be withdrawn in
response to the Participant's unscheduled withdrawal election.

      (c) If a partial withdrawal is to be made from an Account, the amount
shall be withdrawn on a pro rata basis from each Valuation Fund then applicable
for such Account under the Participant's Valuation Fund Allocation.

      (d) Payment of any unscheduled withdrawal under this Section 6.7.1 shall
be made in a single lump sum payment within thirty (30) days after the
Committee's receipt and approval of the unscheduled withdrawal election.

      (e) A Participant shall be limited to making no more than one unscheduled
withdrawal election under this Section 6.7.1 during any Plan Year.

      (f) The minimum allowable amount of any unscheduled withdrawal under this
Section 6.7.1 shall be Ten Thousand Dollars ($10,000) (before the application of
the early withdrawal penalty provided for in Section 6.7.2).

      6.7.2 UNSCHEDULED WITHDRAWAL PENALTY. The amount a Participant (or a
Beneficiary if the Participant is deceased) elects to withdraw from any Account
pursuant to Section 6.7.1 shall be subject to a ten percent (10%) early
withdrawal penalty. Such penalty shall apply to the value of the amount being
withdrawn as of the date of the distribution to the Participant. In addition, if
a Participant makes an unscheduled withdrawal election pursuant to Section 6.7.1
while he is an active Director of the Company, the Participant's Cash
Compensation Deferral Agreement, Non-Cash Compensation Deferral Agreement, Stock
Option Gain Deferral Election


ARTICLE 6                            - 24 -                   FORM AND TIMING OF
                                                                BENEFIT PAYMENTS
<PAGE>

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


and Restricted Share Deferral Election, if any, in effect as of the date the
unscheduled withdrawal election is filed with the Committee shall be immediately
terminated, and the Participant's right to make deferrals of Cash Compensation,
Non-Cash Compensation, gain on the exercise of a Stock Option Grant or vested
Restricted Shares under the Plan shall be suspended during the remainder of the
Plan Year during which the unscheduled withdrawal election is filed with the
Committee and for the immediately following Plan Year.

6.8. HARDSHIP DISTRIBUTIONS

      Upon a finding by the Committee that a Participant has suffered a
Financial Hardship, the Committee may, in its sole discretion, (i) amend the
Participant's existing Cash Compensation Deferral Agreement, Non-Cash
Compensation Deferral Agreement, Stock Option Gain Deferral Agreement or
Restricted Share Deferral Agreement or (ii) make distributions from any or all
the Participant's Accounts as the Committee may, in its sole discretion,
determine. The amount of any such distribution shall be limited to the amount
reasonably necessary to meet the Participant's needs resulting from the
Financial Hardship, and will not exceed the Participant's Account balances.
Distributions due to a Financial Hardship may not be made to the extent that a
Participant's Financial Hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise by liquidation of the Participant's
assets, to the extent the liquidation of such assets would not itself cause
severe Financial Hardship, or by cessation of deferrals under the Plan. If a
distribution is made due to a Financial Hardship, the Participant's deferrals
under the Plan shall cease for the period of the Financial Hardship and for six
(6) months thereafter. Any resumption of the Participant's deferrals under the
Plan after such six (6) month period shall be made only at the election of the
Participant in accordance with Article 3.

6.9. TAX WITHHOLDING

      Benefit payments hereunder shall be subject to applicable federal, state
or local tax withholding laws, and the Company shall withhold from payments made
hereunder any taxes required to be withheld from such payments under such law.
Subject to approval by the Committee, a Participant may sell AWS Stock
distributed under the Plan on the open market to facilitate payment of the
Participant's tax withholding obligation. In no circumstance will the Company
purchase or otherwise issue cash for any AWS Stock distributed under the Plan.

6.10. FACILITY OF PAYMENT OF BENEFITS

      If a Plan benefit is payable to a minor or a person declared incompetent
or to a person incapable of handling the disposition of the property, the
Committee may direct payment to the guardian, legal representative or person
having the care and custody of such minor, incompetent or person. The Committee
may require proof of incompetency, minority, incapacity or guardianship as it
may deem appropriate prior to such distribution. Such distribution shall
completely discharge the Committee and the Company from all liability with
respect to such benefit.


ARTICLE 6                            - 25 -                   FORM AND TIMING OF
                                                                BENEFIT PAYMENTS
<PAGE>

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


6.11. EFFECT OF PAYMENT OF BENEFITS

      The full payment of the balance credited to all of a Participant's
Accounts shall completely discharge all obligations on the part of the Company
to the Participant (or the Participant's Beneficiary if the Participant is
deceased) with respect to the operation of the Plan, and the Participant's (or
Beneficiary's) rights under the Plan shall terminate.

6.12. SPECIAL RULES FOR DISTRIBUTION OF DEFERRED SHARES ACCOUNT

      The Company shall distribute each Participant's Deferred Shares Account
following Termination of Service subject to the following rules:

      6.12.1 PAYMENT ELECTION. At the time elected by the Participant for
distribution of AWS Stock attributable to allocations under the Participant's
Deferred Shares Account, the Company shall issue to the Participant, as soon as
practicable after the date of distribution, whole shares of AWS Stock equal to
the number of Share Equivalents credited to the Deferred Shares Account, any
fractional number of Share Equivalents thereafter remaining to be paid in cash.
Prior to distribution and pursuant to any rules the Committee may adopt, a
Participant may authorize the Company to withhold a portion of the shares of AWS
Stock to be distributed for the payment of all federal, state, local and foreign
withholding taxes required to be collected in respect of the distribution.

      6.12.2 FORM OF DISTRIBUTION. The distribution to a Participant from his
Deferred Shares Account shall be made in AWS Stock. Distributions in cash shall
not be permitted. If distribution is to be made from the Participant's Deferred
Shares Account in the form of installment payments, the number of shares of AWS
Stock distributed annually shall be determined by dividing the total number of
Share Equivalents on the initial distribution date by the number of installments
to be made. The number of shares distributed annually to the Participant shall
be recalculated each year thereafter to reflect changes in the number of Share
Equivalents and the remaining number of annual installments to be made.


ARTICLE 6                            - 26 -                   FORM AND TIMING OF
                                                                BENEFIT PAYMENTS
<PAGE>

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


                                   ARTICLE 7.
                             BENEFICIARY DESIGNATION

7.1. DESIGNATION OF BENEFICIARY

      Each Participant shall have the right, at any time, to designate any
person, persons or entity as a Beneficiary (both primary and contingent) to whom
benefits under the Plan shall be paid in the event of the Participant's death
prior to complete distribution of the balance of all the Participant's Accounts.

      If the Participant is married, Beneficiary designation made by the
Participant that provides for payment of fifty percent (50%) or more of the
value of all the Participant's Accounts to a Beneficiary other than the
Participant's Spouse shall not be effective unless either (i) the Participant's
Spouse executes a written consent in a form satisfactory to the Committee that
acknowledges the effect of the Beneficiary designation or (ii) it is established
that the Spouse's consent cannot be obtained because the Participant's Spouse
cannot be located.

7.2. CHANGE OF BENEFICIARY DESIGNATION

      A Participant may change any Beneficiary designation at any time without
the consent of any designated Beneficiary by the filing of a new Beneficiary
designation with the Committee in the manner provided for in Section 7.1;
provided, however, that if the Participant is married, the new Beneficiary
designation shall be subject to the consent requirements in Section 7.1. The
filing of a new Beneficiary designation form will cancel all Beneficiary
designations previously filed for the Plan.

7.3. NO BENEFICIARY DESIGNATION

      If any Participant fails to designate a Beneficiary in the manner provided
in this Article 7, if the Participant's Beneficiary designation is void, or if
all designated Beneficiaries predecease the Participant or are not in existence
at the time of the Participant's death, then the Participant's designated
Beneficiary shall be deemed to be the Participant's estate and all benefits
shall be paid in a lump sum.

7.4. CHANGE IN MARITAL STATUS

      If the Participant's marital status changes after the Participant has
designated a Beneficiary, the following rules shall apply:

      (a) If the Participant is married at time of death but was unmarried when
the Beneficiary designation was made, the Beneficiary designation shall be void
unless the Participant's Spouse has consented to it in the manner prescribed in
Section 7.1.

      (b) If the Participant is unmarried at the time of death but was married
when the designation was made:


ARTICLE 7                            - 27 -              BENEFICIARY DESIGNATION
<PAGE>

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


            (i)  The designation shall be void if the Spouse was named as
                 Beneficiary.

            (ii) The designation shall remain valid if a non-Spouse Beneficiary
                 was named.

      (c) If the Participant was married when the designation was made and is
married to a different Spouse at the time of death, the designation shall be
void unless the Participant's Spouse at time of death has consented to it in the
manner prescribed in Section 7.1.

7.5. EFFECT OF PAYMENT TO BENEFICIARY

      The payment to the designated Beneficiary of the balance of all the
deceased Participant's Accounts shall completely discharge the Company's
obligations under the Plan with respect to the Participant and Beneficiary.


ARTICLE 7                            - 28 -              BENEFICIARY DESIGNATION
<PAGE>

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


                                   ARTICLE 8.
                                 ADMINISTRATION

8.1. ADMINISTRATION BY COMMITTEE

      The Plan shall be administered by the Committee. Any decision of the
Committee that does not constitute an abuse of discretion must be upheld by a
court of law or by an arbitrator.

8.2. DUTIES AND POWER OF COMMITTEE

      The Committee shall be responsible for the general operation and
administration of the Plan and the proper execution of its provisions. It shall
also be responsible for the interpretation of the Plan and the determination of
all questions arising thereunder. It shall maintain all necessary books of
accounts and records. It shall have power to establish, interpret, enforce,
amend and revoke, from time to time, such rules and regulations for the
administration of the Plan and the conduct of its business as it deems
appropriate, including the right (i) to decide or resolve any and all questions
including interpretations of the Plan, as may arise in connection with the Plan;
and (ii) to remedy ambiguities, inconsistencies and omissions (provided such
rules and regulations are uniformly applied to all persons similarly situated).
Any action that the Committee is required or authorized to take shall be final
and binding on each and every person who is or may become a Participant or
Beneficiary. The Committee may delegate its authority to administer the Plan.

8.3. AGENTS

      In the administration of the Plan, the Committee may, from time to time,
employ accountants, actuaries, advisors, attorneys, consultants, record-keepers
and agents and delegate to them such administrative duties as it sees fit, and
may from time to time consult with legal counsel who may be counsel to AT&T
Wireless.

8.4. BINDING EFFECT OF DECISIONS

      The decision or action of the Committee in respect to any question arising
out of or in connection with the administration, interpretation and application
of the Plan and the rules and regulations promulgated hereunder shall be final
and conclusive and binding on all persons having any interest in the Plan.

8.5. INDEMNITY OF COMMITTEE

      To the extent permitted by applicable law, AT&T Wireless shall indemnify,
hold harmless and defend the members of the Committee against any and all
claims, loss, damage, expense or liability arising from any action or failure to
act with respect to the Plan, except with respect to acts of gross negligence on
the part of any Committee member.


ARTICLE 8                            - 29 -                       ADMINISTRATION
<PAGE>

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


                                   ARTICLE 9.
                               SOURCE OF PAYMENTS

9.1. ESTABLISHMENT OF TRUST

      AT&T Wireless may, in its sole discretion, establish one or more trusts to
acquire and hold cash, stocks (including, without limitation, AWS Stock), bonds,
mutual funds, insurance policies or other assets to be used to make payments of
benefits under the terms of the Plan. Funds invested hereunder shall, for
purposes of the Plan, be considered to be part of the general assets of the
Participating Company that contributed the funds, and no Participant or
Beneficiary shall have any interest or right in such funds. To the extent trust
assets are available, they may be used to pay benefits arising under the Plan
and, to the extent permitted by such trust, all costs, charges and expenses
relating thereto. To the extent that the funds held in the trust are
insufficient to pay such benefits, costs, charges and expenses, each
Participating Company shall pay such benefits, costs, charges and expenses from
its respective general assets.

9.2. OBLIGATION OF THE COMPANY

      Notwithstanding the fact that a trust may be established under Section
9.1, the Company shall remain liable for paying the benefits under the Plan.
However, any payment of benefits to a Participant or Beneficiary made by such a
trust shall satisfy the Company's obligation to make such payment to such
Participant or Beneficiary.

9.3. UNFUNDED STATUS

      The Plan at all times shall be entirely unfunded for purposes of the Code,
and, except as provided in Section 9.1, no provision shall at any time be made
with respect to segregating any assets of AT&T Wireless or the Participating
Company for payment of any benefits hereunder. The Plan constitutes a mere
promise by each Participating Company to make payments, if any, in the future.
No Participant or Beneficiary shall have any interest in any particular assets
of AT&T Wireless or any Participating Company by reason of the Participant's or
Beneficiary's right to receive benefits under the Plan, and, to the extent the
Participant or Beneficiary acquires a right to receive benefits under the Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Participating Company.


ARTICLE 9                            - 30 -                   SOURCE OF PAYMENTS
<PAGE>

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

                                   ARTICLE 10.
                       BENEFIT CLAIM AND APPEAL PROCEDURES

10.1. FILING CLAIMS FOR BENEFITS

      A Participant or Beneficiary who believes that he is entitled to a benefit
under the Plan (hereinafter referred to as the "Claimant") may file a claim for
benefits in accordance with the provisions of this Article 10. Any claim for
benefits under the Plan by a Claimant shall be made in writing and addressed to
the "Chair" of the Committee at the principal place of business of AT&T
Wireless.

10.2. REVIEW OF CLAIMS FOR BENEFIT

      10.2.1 TIME PERIOD FOR REVIEW OF CLAIM FOR BENEFITS. If a claim for
benefits is denied by the Chair of the Committee, in whole or in part, the Chair
of the Committee shall notify the Claimant in accordance with Section 10.2.2 of
the Plan's adverse benefit determination within a reasonable period of time, but
not later than ninety (90) days after receipt of the claim by the Chair of the
Committee, unless the Chair of the Committee determines that special
circumstances require an extension of time for review of the claim. If the Chair
of the Committee determines that an extension of time for review is required,
written notice of the extension shall be furnished to the Claimant prior to the
expiration of the initial ninety (90) day review period. In no event shall such
extension exceed a period of ninety (90) days from the end of the initial ninety
(90) day review period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Chair of
the Committee expects to render the benefit determination.

      10.2.2 NOTICE OF ADVERSE BENEFIT DETERMINATION ON CLAIM. If the claim is
denied by the Chair of the Committee, in whole or in part, the Chair of the
Committee shall provide a written notice of adverse benefit determination using
language calculated to be understood by the Claimant and setting forth:

      (a) The specific reason or reasons for the adverse benefit determination
on the claim;

      (b) A reference to the specific Plan provisions on which the adverse
benefit determination is based;

      (c) A description of any additional material or information necessary for
the Claimant to perfect the claim and an explanation of why such material or
information is necessary; and

      (d) A description of the Plan's review procedures and the time limits
applicable to such procedures.

      If no such notice of adverse benefit determination is provided to the
Claimant within the time period (including any allowable extension period)
provided for in Section 10.2.1, the claim shall be deemed to have been denied.


ARTICLE 10                           - 31 -                    BENEFIT CLAIM AND
                                                               APPEAL PROCEDURES
<PAGE>

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


10.3. REQUESTS FOR REVIEW OF ADVERSE BENEFIT DETERMINATIONS

      10.3.1 TIME PERIOD FOR CLAIMANT TO REQUEST REVIEW OF ADVERSE BENEFIT
DETERMINATION. Any Claimant who receives an adverse benefit determination
pursuant to Section 10.2 or who has not received a response within the allowable
time period (including any allowable extension) provided for in Section 10.2.1
may request a review of the adverse benefit determination in writing and
addressed to the Committee at the principal place of business of AT&T Wireless.
Such request must be made within sixty (60) days after the Claimant's receipt of
the written notice of the adverse benefit determination, or in the event the
Claimant has not received a response, sixty (60) days after receipt by the
Committee of the Claimant's claim. If the Claimant does not request a review of
the Committee's prior determination within such sixty (60) day period, the
Claimant shall be barred and estopped from challenging the determination of the
Committee.

10.3.2 CLAIMANT'S ACCESS TO DOCUMENTS. The Claimant shall be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the Claimant's claim for benefits.

10.4. COMMITTEE REVIEW OF ADVERSE BENEFIT DETERMINATIONS

      10.4.1 REVIEW PROCESS. The claim relating to the adverse benefit
determination shall be reviewed by the Committee, which may, but shall not be
required to, grant the Claimant a hearing. On review, the Claimant may have
representation, examine pertinent documents, and submit issues and comments in
writing. The Claimant or his duly authorized representative may, but need not,
review the pertinent documents and submit issues and comments in writing for
consideration by the Committee. In conducting its review of the claim, the
Committee shall take into account all comments, documents, records and other
information submitted by the Claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination of the claim.

      10.4.2 TIME PERIOD FOR REVIEW OF ADVERSE BENEFIT DETERMINATION. The
Committee shall notify the Claimant of the Committee's decision in accordance
with Section 10.4.3 within a reasonable period of time, but not later than sixty
(60) days after receipt of the request for review of adverse benefit
determination by the Committee, unless the Committee determines that special
circumstances (such as the need to hold a hearing) require an extension of time
for review of the claim. If the Committee determines that an extension of time
for review is required, written notice of the extension shall be furnished to
the Claimant prior to the expiration of the initial sixty (60) day review
period. In no event shall such extension exceed a period of sixty (60) days from
the end of the initial sixty (60) day review period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date
by which the Committee expects to render the benefit determination.

      10.4.3 NOTICE OF ADVERSE BENEFIT DETERMINATION ON REVIEW. The Committee
shall render a decision on the review of the adverse benefit determination
within the time period described in Section 10.4.2. The decision shall be
written in a manner calculated to be


ARTICLE 10                           - 32 -                    BENEFIT CLAIM AND
                                                               APPEAL PROCEDURES
<PAGE>

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


understood by the Claimant. In the event the Committee affirms the prior adverse
benefit determination, in whole or in part, the notice shall set forth:

      (a) The specific reason or reasons for the adverse benefit determination;

      (b) A reference to the specific Plan provisions on which the adverse
benefit determination is based;

      (c) A statement that the Claimant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records and
other information relevant to the Claimant's claim for benefits; and

      (d) A statement describing any voluntary appeal procedures offered by the
Plan and the Claimant's right to obtain information about such procedures.

10.5. SCOPE OF COMMITTEE'S DISCRETION IN REVIEW OF CLAIMS FOR BENEFITS

      The Committee shall serve as the final review committee under the Plan and
shall have sole and complete discretionary authority to determine conclusively
for all parties, and in accordance with the terms of the documents or
instruments governing the Plan, any and all questions arising from
administration of the Plan and interpretation of all Plan provisions,
determination of all questions relating to participation of Directors and
eligibility for benefits, determination of all relevant facts, the amount and
type of benefits payable to any Participant or Beneficiary, and the construction
of all terms of the Plan.

10.6. EXHAUSTION OF ADMINISTRATIVE REMEDIES

      The Plan provisions require that a Claimant exhaust all claim and appeal
rights described in Article 10 before he seeks any other legal recourse
regarding claims for benefits.


ARTICLE 10                           - 33 -                    BENEFIT CLAIM AND
                                                               APPEAL PROCEDURES
<PAGE>

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


                                   ARTICLE 11.
                            AMENDMENT AND TERMINATION

11.1. RIGHT TO AMEND PLAN

      The Plan may be amended, in whole or in part, by the Board of Directors at
any time. Notice of any such amendment shall be given in writing to the
Committee and to each Participant (or Beneficiary if a Participant is deceased).
The Board of Directors shall have the right to amend the Plan to clarify the
provisions of the Plan, to change administrative provisions of the Plan and to
effect legal compliance. No amendment shall decrease the value of a
Participant's Accounts or deprive the Participant or Beneficiary of any rights
to which the Participant would have been entitled if the Plan had been
terminated immediately prior to the effective date of such amendment.

11.2. COMPANY'S RIGHT TO TERMINATE PLAN

      The Board of Directors may partially or fully terminate the Plan and may
terminate any deferral Election pertaining to the Participant at any time. In
the event of any such termination, the Participant shall be entitled to the
amount of that Participant's Account as of the Determination Date immediately
following such termination. Such benefit shall be paid to the Participant in
monthly installments over a period of no more than ten (10) years, except that
the Committee, in its sole discretion, may pay out such benefit in a lump sum or
in installments over a period shorter than ten (10) years. In the event benefits
are paid out in installments, the Committee shall have the sole authority to
choose the Valuation Funds used to value the balance in each Account.

11.3. RIGHT TO SUSPEND BENEFIT PAYMENTS

      If the Committee determines that payments of benefits under the Plan would
have a materially adverse effect on the Company's ability to carry on its
business, the Committee may suspend such benefit payments temporarily for such
time as in its sole discretion it deems advisable, but in no event for a period
in excess of one (1) year. During the period of suspension, earnings and losses
shall continue to be credited to each Participant's Accounts, if any, and any
subsequent Dividend Equivalents due shall be paid in cash to the Participant or
Beneficiary. The Company shall pay such suspended payments or distributions in a
lump sum immediately upon the expiration of the period of suspension.

11.4. RESTRICTIONS ON PLAN MODIFICATIONS AFTER A POTENTIAL OR ACTUAL CHANGE IN
CONTROL

      Notwithstanding any provision of Section 11.1 or 11.2 to the contrary,
during a Potential Change in Control Period or upon the occurrence of a Change
in Control:

      (a) No provision of the Plan pertaining to the amount or types of
permissible deferrals, the crediting of Earnings to Accounts, the right to elect
and change elections for the distribution of Accounts, the allowable forms of
benefit payments, the authority of the


ARTICLE 11                           - 34 -            AMENDMENT AND TERMINATION
<PAGE>

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


Committee or the definitions of the terms "Potential Change in Control" or
"Change in Control" may be amended, modified or suspended, unless the Committee
obtains the written consent of at least eighty percent (80%) of the affected
Participants (or the Beneficiary of a deceased Participant);

      (b) No other amendment that may adversely affect the rights of a
Participant or Beneficiary shall be effective unless the affected Participant or
Beneficiary gives written consent to the adoption of the specific provision in
advance; and

      (c) The Plan may not be terminated until all benefit liabilities have been
satisfied by the Company.


ARTICLE 11                           - 35 -            AMENDMENT AND TERMINATION
<PAGE>

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


                                   ARTICLE 12.
                               GENERAL PROVISIONS

12.1. UNFUNDED PLAN

      The Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for non-employee Directors of the Company
and therefore is exempt from all the provisions of ERISA.

12.2. NO RIGHTS WITH RESPECT TO THE TRUST

      Any trust, and any assets held thereby to assist the Company in meeting
its obligation under the Plan, shall in no way be deemed to controvert the
provisions of Section 12.1.

12.3. NO IMPLIED RIGHTS

      Neither the establishment of the Plan nor any amendment thereof shall be
construed as giving any Participant, Beneficiary or any other person any legal
or equitable right unless such right shall be specifically provided for in the
Plan or conferred by specific action of the Company in accordance with the terms
and provisions of the Plan. Except as expressly provided in the Plan, the
Company shall not be required or be liable to make any payment under the Plan.

12.4. UNSECURED GENERAL CREDITOR

      Neither the Participant nor any other person shall acquire by reason of
the Plan any right in or title to any assets, funds or property of the Company
whatsoever, including, without limiting the generality of, the foregoing, any
specific funds, assets or other property that the Company, in its sole
discretion, may set aside. Any benefits that become payable hereunder shall be
paid from the general assets of the Company. Any property held by Company for
the purpose of generating the cash flow for benefit payments shall remain its
general, unpledged and unrestricted assets. The Company's obligation under the
Plan shall be an unfunded and unsecured promise to pay money in the future. With
respect to amounts credited to any Accounts hereunder and any benefits payable
hereunder, a Participant or Beneficiary shall have the status of general
unsecured creditors of the Company by which such Participant is employed and may
look only to the Company and its general assets for payment of such benefits
with no secured or preferential rights to any assets of Company or any other
party for payment of benefits under the Plan. The Participant shall have only a
contractual right to the amounts, if any, payable hereunder unsecured by any
asset of the Company. Nothing contained in the Plan constitutes a guarantee by
the Company that the assets of the Company shall be sufficient to pay any
benefit to any person. Notwithstanding any other provision of the Plan,
Participants and Beneficiaries shall be unsecured general creditors.

12.5. NONASSIGNABILITY

      Neither the Participant nor any other person shall have any voluntary or
involuntary right to commute, sell, assign, pledge, anticipate, mortgage or
otherwise encumber, transfer,


ARTICLE 12                           - 36 -                   GENERAL PROVISIONS
<PAGE>

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


hypothecate or convey in advance of receipt the amounts, if any, payable
hereunder, or any part thereof, that are expressly declared to be nonassignable
and nontransferable. No part of the amounts payable shall be, prior to actual
payment, subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owned by the Participant or any other
person, or be transferable by operation of law in the event of the Participant's
or any other person's bankruptcy or insolvency.

12.6. PROHIBITION AGAINST ALIENATION

      Except as otherwise provided in the Plan, no right or benefit under the
Plan shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to so anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be
void. No such right or benefit shall be liable for or subject to the debts,
contracts, liabilities, engagements or torts of the person entitled to such
right or benefit.

12.7. NO RIGHT TO CONTINUED DIRECTORSHIP

      The terms and conditions of the Plan shall not be deemed to constitute an
agreement providing that any Director will be continued in such a position for
any period of time or any restriction on the right of any appropriate persons to
remove such person from a position as a Director of the Company.

12.8. GOVERNING LAW

      The Plan shall be construed, interpreted and governed in accordance with
applicable federal law and, to the extent not preempted by such federal law, the
laws of the State of Washington.

12.9. SAVINGS CLAUSE

      If any provision of the Plan is held by a court of competent jurisdiction
to be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision, and the remaining provisions hereof shall continue
to be construed and enforced as if the invalid or unenforceable provision had
not been included.

12.10. NOTICE

      Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient if in writing and hand-delivered, or sent by
registered or certified mail, to the Committee at the Company's principal place
of business. Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification. Mailed notice to a Participant or Beneficiary
shall be directed to the individual's last known address in Company's records.


ARTICLE 12                           - 37 -                   GENERAL PROVISIONS
<PAGE>

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


12.11. SUCCESSORS

      The Plan and any deferral election thereunder shall bind and inure to the
benefit of (i) the Company and its successors and assigns, including, without
limitation, any corporation into which the Company may be merged or
consolidated, or which acquires all or substantially all of the assets and
business of the Company, and successors of any such corporation or other
business entity; and (ii) the Participant and the Participant's heirs,
executors, administrators and legal representatives.

12.12. PROTECTIVE PROVISIONS

      A Participant will cooperate with the Company by furnishing any and all
information requested by the Company, in order to facilitate the payment of
benefits hereunder, and taking such other action as may be requested by the
Company.

12.13. GENDER, NUMBER AND HEADING

      Whenever any words are used herein in the masculine gender, they shall be
construed as though they were also used in the feminine gender in all cases
where they would so apply. Whenever any words are used herein in the singular
form, they shall be construed as though they were also used in the plural form
in all cases where they would so apply. Headings of Articles and Sections as
used herein are inserted solely for convenience and reference and shall have no
force or effect in the construction or interpretation of the Plan or any of its
provisions. Article, Section and Appendix references are to the Articles,
Sections and Appendices of the Plan document unless otherwise specified.

      IN WITNESS WHEREOF, AT&T Wireless Services, Inc. has adopted the Plan
effective as of September 1, 2001.

                                               AT&T WIRELESS SERVICES, INC.


                                               By: _____________________________

                                               Dated:  _________________________



ARTICLE 12                           - 38 -                   GENERAL PROVISIONS