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                                                                   EXHIBIT 10.16

                          AT&T WIRELESS SERVICES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 14, 2003)

      AT&T WIRELESS SERVICES, INC., a Delaware corporation, hereby amends and
restates this AT&T Wireless Services, Inc. Employee Stock Purchase Plan (the
"Plan") that was adopted as of June 8, 2001, as follows.

      The purposes of the Plan are as follows:

            (1) To assist employees of the Company and its Participating
      Subsidiaries in acquiring a stock ownership interest in the Company
      pursuant to a plan that is intended to qualify as an "employee stock
      purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
      amended.

            (2) To help employees provide for their future security and to
      encourage them to remain in the employment of the Company and its
      Participating Subsidiaries.

1.    DEFINITIONS

      Whenever any of the following terms are used in the Plan with the first
letter or letters capitalized, they shall have the following meanings unless the
context clearly indicates to the contrary (such definitions to be equally
applicable to both the singular and plural forms of the terms defined):

      (a) "Code" means the Internal Revenue Code of 1986, as amended.

      (b) "Committee" means the committee appointed to administer the Plan
pursuant to paragraph 12.

      (c) "Company" means AT&T Wireless Services, Inc., a Delaware corporation.

      (d) "Date of Exercise" means the date as of which an Option is exercised
and the Stock subject to that Option is purchased. With respect to any Option,
the Date of Exercise is the last day of the Purchase Period.

      (e) "Date of Grant" means the date as of which an Option is granted, as
set forth in paragraph 3(a).

      (f) "Effective Date" means June 8, 2001.

      (g) "Eligible Compensation" means the total of base pay, bonuses and
commissions received from the Company or a Participating Subsidiary.
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      (h) "Eligible Employee" means any employee of the Company or a
Participating Subsidiary who meets the following criteria:

            (1) the employee does not, immediately after the Option is granted,
      own (within the meaning of Code Sections 423(b)(3) and 424(d)) stock
      possessing 5% or more of the total combined voting power or value of all
      classes of stock of the Company or a Subsidiary;

            (2) the employee has completed one biweekly payroll cycle with the
      Company or a Subsidiary, and is still employed by the Company or a
      Subsidiary on the first day of the following calendar quarter or, if
      specified by the Committee for a future Option Period, any other minimum
      employment period not exceeding two years;

            (3) if specified by the Committee for a future Option Period, the
      employee's customary employment is for 20 hours or more per week or any
      lesser number of hours established by the Committee; and

            (4) if specified by the Committee for a future Option Period, the
      employee customarily works a minimum of five months per year or any lesser
      number of months established by the Committee.

      If the Company permits any employee of a Participating Subsidiary to
participate in the Plan, then all employees of that Participating Subsidiary who
meet the requirements of this paragraph 1(h) shall also be considered Eligible
Employees.

            (i) "ESPP Broker" has the meaning set forth in Section 4(c).

            (j) "Option" means an option granted under the Plan to an Eligible
      Employee to purchase shares of Stock.

            (k) "Option Period" means, with respect to any Option, the period
      beginning on the Date of Grant and ending on the last day of the calendar
      quarter containing the Date of Grant, or ending on such other date as the
      Committee shall determine. No Option Period may exceed 27 months from the
      Date of Grant.

            (l) "Option Price," with respect to any Option, has the meaning set
      forth in paragraph 4(b).

            (m) "Participant" means an Eligible Employee who has complied with
      the provisions of paragraph 3(b).

            (n) "Participating Subsidiary" means any present or future
      Subsidiary that the Committee or the Senior Vice President-Human Resources
      of the Company, or his or her
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delegate, designates to be eligible to participate in the Plan, and that elects
to participate in the Plan. The naming of any entity as a Participating
Subsidiary is expressly contingent upon satisfaction of all legal requirements
for offering the Plan to employees of such entity or obtaining an appropriate
waiver with respect to any such legal requirements.

      (o) "Periodic Deposit Account" means the memorandum account established
and maintained by the Company to which shall be credited, pursuant to Section
3(c), amounts received from Participants for the purchase of Stock under the
Plan.

      (p) "Plan" means the AT&T Wireless Services, Inc. Employee Stock Purchase
Plan, as amended from time to time.

      (q) "Plan Year" means the calendar year.

      (r) "Purchase Period" means, with respect to any Option Period, the period
beginning on the Date of Grant and ending on the last day of the calendar
quarter containing the Date of Grant, or ending on such other date or dates
within the Option Period as the Committee shall determine. There may be more
than one Purchase Period within an Option Period.

      (s) "Stock" means shares of Company common stock, par value $0.01 per
share.

      (t) "Subsidiary" means any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company, if at the time of the
granting of the Option, each of the corporations, other than the last
corporation, in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

2.    STOCK SUBJECT TO PLAN

      Subject to the provisions of paragraph 9 (relating to adjustment upon
changes in the Stock), the Stock that may be sold pursuant to Options granted
under the Plan for the period commencing on the Effective Date and ending
January 1, 2011 shall not exceed in the aggregate:

      (a)   five million two hundred thousand (5,200,000) shares, plus

      (b)   an annual increase to be added as of the first day of each fiscal
            year of the Company beginning in 2002 equal to the lesser of (i)
            nine million one hundred thousand (9,100,000) shares, (ii) 0.35% of
            the outstanding shares of Stock as of the end of the Company's
            immediately preceding fiscal year on a fully diluted basis (assuming
            exercise of all outstanding options and warrants and conversion of
            all outstanding convertible preferred stock), and (iii) a lesser
            amount determined by the board of directors of the Company;
            provided, however, that any shares from any increases in previous
            years that are not
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            actually issued shall be added to the aggregate number of shares
            available for issuance under the Plan.

3.    GRANT OF OPTIONS

      (a)   GENERAL STATEMENT

      Except as otherwise determined by the Committee, the Company shall grant
Options under the Plan to all Eligible Employees on the first day of each
calendar quarter; provided, however, that the first Option Period shall commence
on or after the Effective Date on a date, which could be other than the first
day of a calendar quarter, to be specified by the Company's Senior Vice
President-Human Resources. The term of each Option shall end on the last day of
the Option Period with respect to which the Option is granted. Except as
otherwise determined by the Committee, with respect to each Option Period, each
Eligible Employee shall be granted an Option, on the Date of Grant, as follows:

            (1)   The maximum number of whole or fractional shares of Stock
                  subject to each Option and purchasable during any Purchase
                  Period shall equal (i) $25,000 (ii) divided by the average of
                  the high and low price of a share of Stock on the New York
                  Stock Exchange on the Date of Grant (iii) with the result
                  reduced by the number of whole or fractional shares of Stock
                  purchased during that calendar year under the Plan or under
                  any other employee stock purchase plan of the Company or any
                  Subsidiary that is intended to qualify under Code Section 423;
                  and

            (2)   The maximum number of whole or fractional shares of Stock that
                  may be purchased by an Eligible Employee during the Option
                  Period shall equal (i) 10% of the Eligible Employee's
                  Compensation from the Date of Grant (or, if later, the
                  immediately prior Date of Exercise) through the Date of
                  Exercise divided by (ii) the Option Price.

      (b)   ELECTION TO PARTICIPATE

      Each Eligible Employee who elects to participate in the Plan shall
communicate to the Company, in accordance with procedures established by the
Committee, an election to participate in the Plan whereby the Eligible Employee
designates a stated whole percentage equaling at least 1%, but no more than 10%,
of his or her Eligible Compensation during the Option Period to be deposited
periodically in his or her Periodic Deposit Account under paragraph 3(c). The
cumulative amount deposited in the Periodic Deposit Account during a Plan Year
with respect to a Participant may not exceed the limitation stated in paragraph
3(d). Participation shall commence on the first day of the calendar quarter next
following receipt by the Committee of the Eligible Employee's election or, for
the first Option Period, on the date specified by the Senior Vice
President-Human Resources. A Participant's election to participate in the Plan
shall continue in effect during the current and subsequent Option Periods until
changed pursuant to paragraph 3(c).
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      (c)   PERIODIC DEPOSIT ACCOUNTS

      The Company shall maintain a Periodic Deposit Account for each Participant
for memorandum purposes only and shall credit to that account in U.S. dollars
all amounts received under the Plan from the Participant. Amounts so credited
shall be deposited with the general funds of the Company, and may be used by the
Company for any corporate purpose. No interest will be paid to any Participant
or credited to his or her Periodic Deposit Account under the Plan with respect
to such funds. All amounts credited to a Participant's Periodic Deposit Account
shall be used to purchase Stock under paragraph 4(c).

      Credits to an Eligible Employee's Periodic Deposit Account shall be made
with respect to the Participant's payroll deduction or other alternate payment
arrangements, in accordance with rules and procedures established by the
Committee. An Eligible Employee may not increase, decrease or eliminate the
periodic credits to his or her Periodic Deposit Account during an Option Period;
provided, however, that if permitted by the Committee for a future Option
Period, an Eligible Employee may increase, decrease or eliminate the periodic
credits to his or her Periodic Deposit Account for future pay periods within an
Option Period by filing a new election at any time during an Option Period. Any
such change shall become effective in accordance with the Committee's rules and
procedures as soon as practicable after the Company receives the election, but
the change will not affect amounts credited with respect to Eligible
Compensation sooner than the Eligible Compensation payable with respect to the
next pay period after the Company receives the authorization. If an Eligible
Employee elects to eliminate the periodic credits to his or her Periodic Deposit
Account for future pay periods, exercise of the Option shall occur as provided
in paragraph 4(a), unless the Participant has withdrawn pursuant to paragraph 5.

      (d)   $25,000 LIMITATION

      No Eligible Employee shall be permitted to purchase Stock under the Plan
or under any other employee stock purchase plan of the Company or any Subsidiary
that is intended to qualify under Code Section 423, at a rate that exceeds
$25,000 in fair market value of Stock (determined at the time the Option is
granted) for each calendar year in which any such Option granted to such
Participant is outstanding at any time.

4.    EXERCISE OF OPTIONS

      (a)   GENERAL STATEMENT

      On each Date of Exercise, the entire Periodic Deposit Account of each
      Participant shall be used to purchase at the Option Price whole and/or
      fractional shares of Stock subject to the Option. Each Participant
      automatically and without any act on his or her part will be deemed to
      have exercised his or her Option on each such Date of Exercise to the
      extent that the amounts then credited to the Participant's Periodic
      Deposit Account under the Plan are used to purchase Stock.
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      (b)   OPTION PRICE

      The Option Price per share of Stock to be paid by each Participant on each
exercise of his or her Option shall be an amount in U.S. dollars equal to 85% of
the lesser of (i) the fair market value of a share of Stock on the Date of Grant
for the relevant Option Period or (ii) the fair market value of a share of Stock
as of the applicable Date of Exercise. The fair market value of a share of Stock
as of a given date shall be the average of the high and low price of a share of
Stock on the New York Stock Exchange on such date.

      (c)   ESPP BROKER

      Promptly following each Option exercise pursuant to paragraph 4(a), the
number of shares of Common Stock purchased by each Participant shall be
deposited into an account established in the Participant's name with the ESPP
Broker. Each Participant shall be the beneficial owner of the Common Stock
purchased under the Plan and shall have all rights of beneficial ownership in
such Common Stock. A Participant shall be free to undertake a disposition of the
shares of Common Stock in his or her account at any time, but, in the absence of
such a disposition, the shares of Common Stock must remain in the Participant's
account at the ESPP Broker until the holding period set forth in Code Section
423 has been satisfied. With respect to shares of Common Stock for which the
holding period set forth above has been satisfied, the Participant may move
those shares of Common Stock to another brokerage account of the Participant's
choosing or request that a stock certificate be issued and delivered to him or
her. Dividends paid in the form of shares of Common Stock with respect to Common
Stock in a Participant's account shall be credited to such account. A
Participant who is not subject to payment of U.S. income taxes may move his or
her shares of Common Stock to another brokerage account of his or her choosing
or request that a stock certificate be delivered to him or her at any time,
without regard to the Code Section 423 holding period.

5.    WITHDRAWAL

      A Participant may withdraw all but not less than all the amounts credited
to his or her Periodic Deposit Account and not yet used to exercise his or her
Option under the Plan at any time by giving written notice to the Committee. All
of the amounts credited to the Participant's Periodic Deposit Account shall be
paid to such Participant promptly after receipt of notice of withdrawal, and
such Participant's Option for the Option Period shall be automatically
terminated, and no further amounts for the purchase of shares of Stock shall be
withheld for such Option Period. If a Participant withdraws from an Option
Period, payroll deductions shall not resume at the beginning of the succeeding
Option Period unless the Participant delivers to the Committee a new election to
participate in the Plan.

      A Participant's withdrawal from an Option Period shall not have any effect
on his or her eligibility to participate in any similar plan of the Company or a
Subsidiary or in succeeding Option Periods that commence after the termination
of the Option Period from which the Participant withdrew.
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6.    RIGHTS ON RETIREMENT, DEATH OR TERMINATION OF EMPLOYMENT

      If a Participant retires, dies or otherwise terminates employment, or if
the corporation that employs a Participant ceases to be a Participating
Subsidiary, then, to the extent practicable, no further amounts shall be
credited to the Participant's Periodic Deposit Account from any pay due and
owing to the Participant after such retirement, death or other termination of
employment. All amounts credited to such Participant's Periodic Deposit Account
as of the date of such termination shall, as soon as practicable, be returned to
the Participant or, in the case of a Participant's death, to the Participant's
legal representative, and all the Participant's rights under the Plan shall
terminate. Interest shall not be paid on sums returned to a Participant pursuant
to this paragraph 6. In addition, such Participant's account with the ESPP
Broker shall be terminated, and Stock certificates with respect to whole shares
of Stock and cash with respect to fractional shares of Stock shall be
distributed as soon as practicable after the Participant's date of retirement,
death or other termination of employment.

7.    RESTRICTION UPON ASSIGNMENT

      An Option granted under the Plan shall not be transferable otherwise than
by will or the laws of descent and distribution, and is exercisable during the
Participant's lifetime only by the Participant. The Company will not recognize
and shall be under no duty to recognize any assignment or purported assignment
by a Participant, other than by will or the laws of descent and distribution, of
the Participant's interest in the Plan or of his or her Option or of any rights
under his or her Option.

8.    NO RIGHTS OF STOCKHOLDER UNTIL EXERCISE OF OPTION

      A Participant shall not be deemed to be a stockholder of the Company, or
have any rights or privileges of a stockholder, with respect to the number of
shares of Stock subject to an Option. A Participant shall have the rights and
privileges of a stockholder of the Company when, but not until, the
Participant's Option is exercised pursuant to paragraph 4(a) and the Stock
purchased by the Participant at that time has been credited to the Participant's
account with the ESPP Broker.

9.    CHANGES IN THE STOCK; ADJUSTMENTS OF AN OPTION

      If, while any Options are outstanding, the outstanding shares of Stock
have increased, decreased, changed into or been exchanged for a different number
or kind of shares or securities of the Company, or there has been any other
change in the capitalization of the Company, through merger, reorganization,
consolidation, recapitalization, stock split, reverse stock split, spin-off or
similar transaction or other change in corporate structure affecting the Stock,
appropriate and proportionate adjustments may be made by the Committee in the
number, class and/or kind of shares that are subject to purchase under
outstanding Options, including, if the Committee deems appropriate, the
substitution of similar options to purchase shares of another company (with such
other company's consent). In addition, in any such
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event, the number and/or kind of shares that may be offered in the Options shall
also be proportionately adjusted. No adjustments shall be made for dividends
paid in the form of Stock.

10.   USE OF FUNDS; REPURCHASE OF STOCK

      All funds received or held by the Company under the Plan will be included
in the general funds of the Company free of any trust or other restriction and
may be used for any corporate purpose. The Company shall not be required to
repurchase from any Eligible Employee shares of Stock that the Eligible Employee
acquires under the Plan.

11.   WITHHOLDING

      The Company shall be entitled to make appropriate arrangements to comply
with any withholding requirements imposed by federal, state, foreign or local
law with respect to the purchase or disposition of shares of Stock under the
Plan, including, without limitation, deducting any applicable withholding from
the Participant's compensation, selling shares of Stock acquired under the Plan,
or deducting from the proceeds of a disposition of shares of Stock acquired
under the Plan.

12.   ADMINISTRATION BY COMMITTEE

      (a)   APPOINTMENT OF COMMITTEE

      The board of directors of the Company, or its delegate, shall appoint a
Committee, which shall be composed of one or more members, to administer the
Plan on behalf of the Company. Each member of the Committee shall serve for a
term commencing on the date specified by the board of directors, or its
delegate, and continuing until he or she dies or resigns or is removed from
office by such board of directors, or its delegate.

      (b)   DUTIES AND POWERS OF COMMITTEE

      It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to

      (1)   determine when the initial and subsequent Option Periods and
            Purchase Periods will commence;

      (2)   interpret the Plan and the Options;

      (3)   adopt such rules for the administration, interpretation and
            application of the Plan as are consistent with the Plan and Code
            Section 423; and

      (4)   interpret, amend or revoke any such rules.
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      In its absolute discretion, the board of directors of the Company may at
any time and from time to time exercise any and all rights and duties of the
Committee under the Plan. The Committee may delegate any of its responsibilities
under the Plan by designating in writing other persons to carry out any or all
of such responsibilities.

      (c)   MAJORITY RULE

      The Committee shall act by a majority of its members in office. The
Committee may act either by vote at a meeting or by a memorandum or other
written instrument signed by a majority of the Committee.

      (d)   COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS

      Each member of the Committee who is an employee of the Company or a
Subsidiary shall receive no additional compensation for his or her services
under the Plan. Each Committee member who is not an employee of the Company or a
Subsidiary shall receive such compensation for his or her services under the
Plan as the board of directors of the Company, or its delegate, may determine.
All expenses and liabilities incurred by members of the Committee in connection
with the administration of the Plan shall be borne by the Company. The Committee
may employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its officers and directors shall be
entitled to rely on the advice, opinions or valuations of any such persons. All
actions taken and all interpretations and determinations made by the Committee
in good faith shall be final and binding on all Participants, the Company and
all other interested persons. No member of the Committee shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the Options, and all members of the Committee shall be
fully protected by the Company in respect to any such action, determination or
interpretation.

13.   NO RIGHTS AS AN EMPLOYEE

      Nothing in the Plan or any Option shall be construed to give any person
(including any Eligible Employee or Participant) the right to remain in the
employ of the Company or a Subsidiary or to affect the right of the Company and
Subsidiaries to terminate the employment of any person (including any Eligible
Employee or Participant) at any time with or without cause, to the extent
otherwise permitted under law.

14.   TERM OF PLAN

      No Option may be granted during any period of suspension of the Plan or
after termination of the Plan, and in no event may any Option be granted under
the Plan after April 1, 2011.
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15.   AMENDMENT OF THE PLAN

      The board of directors of the Company, or the Committee, may amend,
suspend or terminate the Plan at any time; provided that (a) approval by the
Company's stockholders shall be required to amend the Plan to increase the
number of shares of Stock reserved for the Options under the Plan and (b) the
Committee may not amend Section 2 to increase the number of Shares available for
issuance under the Plan.

16.   EFFECT UPON OTHER PLANS

      The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary, except to the
extent required by law. Nothing in the Plan shall be construed to limit the
right of the Company or any Subsidiary to (a) establish any other forms of
incentives or compensation for employees of the Company or any Subsidiary or (b)
grant or assume options otherwise than under the Plan in connection with any
proper corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise of the business, stock or assets of any
corporation, firm or association.

17.   NOTICES

      Any notice to be given under the terms of the Plan to the Company shall be
addressed to the Company in care of the Committee, and any notice to be given to
an Eligible Employee shall be addressed to the Eligible Employee at his or her
last address as reflected in the Company's records. By a notice given pursuant
to this paragraph 17, either party may hereafter designate a different address
for notices to be given to it. Any notice that is required to be given to the
Eligible Employee shall, if the Eligible Employee is then deceased, be given to
the Eligible Employee's personal representative if such representative has
previously informed the Company of his or her status and address by written
notice under this paragraph 17. Any notice shall have been deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office, branch post office or other
depository regularly maintained by the U. S. Postal Service.

18.   TITLES

      Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of the Plan.