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                                                                   EXHIBIT 10.26

                                  AT&T WIRELESS
                          SENIOR OFFICER SEVERANCE PLAN

                              AMENDED AND RESTATED
                            EFFECTIVE MARCH 19, 2003

                                    ARTICLE I
                                  INTRODUCTION

         The Board recognizes that, from time to time, the Company may explore
potential transactions that could result in a Change in Control. This
possibility and the uncertainty it creates may result in the loss or distraction
of senior officers of the Company to the detriment of the Company and its
stockholders.

         The Board considers the avoidance of such loss and distraction to be
essential to protecting and enhancing the best interests of the Company and its
shareholders. The Board also believes that when a Change in Control is perceived
as imminent, or is occurring, the Board should be able to receive and rely on
disinterested service from its senior officers regarding the best interests of
the Company and its shareholders without concern that such officers might be
distracted or concerned by the personal uncertainties and risk created by the
perception of an imminent or occurring Change in Control.

         In addition, the Board believes that it is consistent with the
Company's employment practices and policies and in the best interests of the
Company and its stockholders to treat fairly its senior officers whose positions
are eliminated in connection with or as a result of a Reduction in Force or
Other Restructuring.

         Accordingly, the Board has determined that appropriate steps should be
taken to assure the Company of the continued employment and attention and
dedication to duty of its senior officers and to seek to ensure the availability
of their continued service, notwithstanding the possibility or occurrence of a
Change in Control, or a Reduction in Force or Other Restructuring.

         This Plan is intended to accomplish these objectives. This Plan was
originally established effective July 16, 2002 and amended effective October 16,
2002. This Plan is most recently amended and restated effective March 19, 2003.

                                   ARTICLE II
                                   DEFINITIONS

         When used in this Plan, the terms specified below have the following
meanings:

         2.1      Accrued Benefits. Base Salary, Equity Compensation and other
cash or non-cash benefits previously earned, vested, or accrued prior to a
Participant's Separation Date, as well as reimbursement for reasonable and
necessary business expenses incurred

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by a Participant through the Separation Date and in accordance with the
Company's applicable expense reimbursement policies.

         2.2      Base Salary. The annualized amount a Participant is entitled
to receive as wages or salary on the date the termination notice is provided, or
should have been provided, excluding all bonus, overtime, incentive, health and
other additive compensation, and amounts designated by the Company as payment
toward reimbursement of expenses, regardless of whether any such amounts are
deferred.

         2.3      Board. The Compensation Committee of the Company's Board of
Directors, or such Committee's designee.

         2.4      Cause. The occurrence of the first of the following to occur
after the Effective Date of this Plan:

                  (a)      A Participant's conviction (including a plea of
guilty or nolo contendere) of a felony involving theft or moral turpitude or
relating to the business of the Company, other than a felony predicated on the
Participant's vicarious liability;

                  (b)      A Participant's willful and continued failure to
perform substantially the Participant's duties with the Company (other than any
such failure resulting from incapacity due to mental or physical illness or
injury);

                  (c)      A Participant's illegal conduct or gross misconduct
that is materially and demonstrably injurious to the Company; or

                  (d)      Any conduct that would constitute a material
violation of the standards set forth in this Plan, including, without
limitation, the standards of Section 9.3.

         2.5      Change in Control. The happening of any of the following
events:

                  (a)      any acquisition of securities or other transaction,
arrangement or understanding, not approved in advance by the Incumbent Board (as
defined in Section 2.5(b) below), by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (such individual,
entity or group referred to herein as an "Entity") which would result in such
Entity acquiring beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) (referred to herein as "beneficial
ownership") of 20% or more of either (i) the then outstanding Shares (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
excluding, however, any acquisition by: (A) the Company or (B) any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company (each, an "Excluded Person");

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                  (b)      during any period of two consecutive years, a change
in the composition of the Board as constituted at the beginning of the two-year
period, such that the individuals who, as of the beginning of the two-year
period, constitute the Board (such Board shall be referred to herein as the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that, except as set forth in the following sentence,
for purposes of this definition, any individual who becomes a member of the
Board subsequent to the beginning of the two-year period, whose election to the
Board, or nomination for election by the Company's stockholders, was approved by
a vote of at least a majority of those individuals who are members of the Board
and who were also members of the Incumbent Board (or deemed to be such pursuant
to this proviso) shall be considered as though such individual were a member of
the Incumbent Board. Notwithstanding the proviso set forth in the preceding
sentence, if any such individual initially assumes office as a result of or in
connection with either an actual or threatened solicitation with respect to the
election of directors (as such terms are used in Rule 14a-12(c) of Regulation
14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of an Entity other than the
Board, then such individual shall not be considered a member of the Incumbent
Board. For purposes of this Section 2.5, if at any time individuals who
initially assumed office as a result of or in connection with an arrangement or
understanding between the Company and any Entity (an "Entity Designee")
constitute at least one-half of the Board, none of such Entity Designees shall
be considered a member of the Incumbent Board from that time forward;

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

                           (A) three or fewer Entities beneficially own,
directly or indirectly, 45% or more of, respectively, the Outstanding Company
Common Stock or the Outstanding Company Voting Securities or of, respectively,
the outstanding shares of common stock, or the combined voting power of the
outstanding voting securities entitled to vote generally in the election of
directors of the surviving corporation resulting from such Corporate Transaction
(including, without limitation, a corporation or other Person that as a result
of such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries (a "Parent
Company")); excluding, however, the following: (x) any Excluded Person; (y) any
Entity which has entered into an agreement with the Company pursuant to which
such Entity has agreed not to acquire additional voting securities of the
Company (other than pursuant to the terms of such agreement), solicit proxies
with respect to the Company's voting securities or otherwise participate in any
contest relating to the election of directors of the Company, or take other
actions that could result in a change in control of the Company; and (z) any
Entity who is, or if such Entity beneficially owned 5% or more of the
Outstanding Common Stock would be, eligible to report such Entity's beneficial

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ownership on Schedule 13G pursuant to the rules under Section 13(d) of the
Exchange Act;

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

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

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

                  (e) the consummation of any other transaction which a majority
of the Incumbent Board, in its sole and absolute discretion, shall determine
constitutes an actual or de facto change in control, for purposes of this
Section 2.5.

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

         2.6      Code. The Internal Revenue Code of 1986, as amended.

         2.7      Company. AT&T Wireless Services, Inc. and any successor
thereto.

         2.8      Disability. A Participant's inability to perform his or her
duties for a period or periods aggregating 90 calendar days in any 12-month
period as a result of a physical or mental incapability or illness, loss of
legal capacity or any other cause beyond his or her control. The Board will make
all determinations of Disability status in its sole discretion.

         2.9      Effective Date. This Plan was originally effective July 16,
2002. The amendment and restatement of this Plan is effective March 19, 2003 and
shall apply only to a Participant who performs services as an Employee on and
after such date.

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         2.10     Employee. A regular employee of the Company in an approved
headcount position, who is paid from the payroll department of the Company and
the Company withholds U.S. employment taxes (e.g., income tax, FICA) from the
employee's pay.

         2.11     Employee Benefits. Benefits provided to all senior officers in
similarly situated positions to a Participant under the Company's pension
(qualified and nonqualified), welfare and fringe benefits plans, programs,
policies and agreements.

         2.12     Equity Compensation. Stock options, restricted stock units,
restricted stock, performance shares and other equity incentive awards.

         2.13     ERISA. Employee Retirement Income Security Act of 1974, as
amended.

         2.14     Good Reason. The occurrence of any of the following events
without a Participant's prior written consent, which is not cured by the Company
within 20 calendar days of written notice from the Participant of such event and
which results in the Participant's termination of employment within 90 calendar
days of such event:

                  (a)      Reduction in Base Salary or Target Bonus. A reduction
of at least 5% in a Participant's Base Salary or Target Annual Incentive below
the Required Compensation following a Change in Control or Reduction in Force or
Other Restructuring; provided, however, that this paragraph shall not apply in
the case of a Reduction in Force or Other Restructuring in which substantially
all Participants are subject to substantially similar reductions;

                  (b)      Reduction in Equity Compensation. An aggregate
reduction of at least 5% in the targeted value (based on the Company's standard
valuation methodology then in use) of a Participant's Equity Compensation below
the Required Compensation following a Change in Control or Reduction in Force or
Other Restructuring; provided, however, that this paragraph shall not apply in
the case of a Reduction in Force or Other Restructuring in which substantially
all Participants are subject to substantially similar reductions;

                  (c)      Discontinuance of Benefits. A discontinuance of
Employee Benefits following a Change in Control or Reduction in Force or Other
Restructuring that, in the aggregate, reduces the actuarial equivalent value of
Employee Benefits available to the Participant prior to the Change in Control or
Reduction in Force or Other Restructuring by at least 5%, disregarding for
purposes of such calculation any across-the-board changes to Employee Benefits
affecting substantially all Participants;

                  (d)      Relocation. Following a Change in Control or
Reduction in Force or Other Restructuring, a Participant is transferred to
another work location that adds more than 50 highway miles to his or her current
daily round-trip commute;

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                  (e)      Demotion. A substantial and adverse change in, or a
substantial reduction of, a Participant's duties and responsibilities or a
substantial diminution of the Participant's authority following a Change in
Control or Reduction in Force or Other Restructuring in comparison to the duties
and responsibilities or authority of the Participant immediately prior to the
Change in Control or Reduction in Force or Other Restructuring including, but
not limited to (i) a change in duties or responsibilities or a diminution of
authority that is the result of the Participant ceasing to be an employee of an
entity that is at least 55% publicly-traded (determined by Outstanding Company
Common Stock and Outstanding Company Voting Securities and pursuant to Section
2.5(c)(ii)(B)) or the Participant becoming an employee of a subsidiary of the
Company or surviving entity, as the case may be, or (ii) an adverse change in
the reporting relationship of the Participant with respect to the Chairman,
Chief Executive Officer or President of the Company; provided, however, that
there shall not be a demotion for purposes of this paragraph based on isolated
or inadvertent action with respect to a Participant which is remedied by the
Company promptly after receipt of notice thereof given by the Participant.
This paragraph shall not be applied to a Participant on other than a
case-by-case basis as to whether the Participant suffered a qualifying demotion
under the circumstances unique to his or her particular situation.

         2.15     Multiple. For Tier I Participants, 36. For Tier II
Participants, 24 for a Termination After a Reduction in Force or Other
Restructuring, and 36 for a Termination After a Change in Control or a
Successor's Failure to Assume This Plan After a Change in Control. For Tier III
Participants, 24 for a Termination After a Reduction in Force or Other
Restructuring, and 30 for a Termination After a Change in Control or a
Successor's Failure to Assume This Plan After a Change in Control. For Tier IV
Participants, 12 for a Termination After a Reduction in Force or Other
Restructuring, and 15 for a Termination After a Change in Control or a
Successor's Failure to Assume This Plan After a Change in Control.

         2.16     Participant. As defined in Article V.

         2.17     Payment. Any payment or distribution in the nature of
compensation to or for the benefit of a Participant that is contingent on a
Change in Control, whether paid or payable pursuant to this Plan or otherwise.

         2.18     Plan. This Senior Officer Severance Plan.

         2.19     Plan Administrator. The Plan Administrator shall be the Board,
or its designee.

         2.20     Qualifying Event. A Termination After a Change in Control, a
Termination After a Reduction in Force or Other Restructuring or a Successor's
Failure to Assume This Plan After a Change in Control.

         2.21     Reduction in Force or Other Restructuring. A reorganization or
other organizational change or restructuring of Company operations that results
in the

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elimination of a Participant's position and the termination or reassignment of
the Participant.

         2.22     Release. As defined in Section 7.8.

         2.23     Required Compensation. With respect to any Participant,
Required Compensation consists of:

                  (a) The higher of (i) the Participant's Base Salary and Target
Annual Incentive in effect immediately prior to a Qualifying Event and (ii) the
Participant's highest Base Salary and Target Annual Incentive in effect at any
time thereafter; and

                  (b) The higher of (i) the aggregate targeted value (based on
the Company's standard valuation methodology then in use) of Equity Compensation
made available to senior officers in similarly-situated positions to the
Participant immediately prior to a Qualifying Event and (ii) the highest
aggregate targeted value (based on the Company's standard valuation methodology
then in use) of Equity Compensation made available to senior officers in
similarly-situated positions to the Participant at any time thereafter.

         2.24     Separation Date. The Participant's last date of employment.

         2.25     Severance Benefits. The benefits payable to the Participant in
accordance with Section 7.1.

         2.26     Successor. With respect to the Company, the purchaser,
acquirer or other surviving entity following a Change in Control.

         2.27     Successor's Failure to Assume This Plan After a Change in
Control. As defined in Section 3.3.

         2.28     Target Annual Incentive. The Participant's incentive bonus
potential, expressed and calculated as a percentage of Base Pay, for the fiscal
year in which the Separation Date occurs.

         2.29     Termination After a Change in Control. As defined in Section
3.1.

         2.30     Termination After a Reduction in Force or Other Restructuring.
As defined in Section 3.2.

         2.31     Tier I Participant. The Chief Executive Officer of the
Company.

         2.32     Tier II Participant. The Presidents of the Company's Mobility
Services and Mobile Multi-Media Services business units, respectively.

         2.33     Tier III Participant. Each Employee of the Company who is
classified by the Company as an Executive Vice President.

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         2.34     Tier IV Participant. Each Employee of the Company who is
designated as a Participant by the Chief Executive Officer and the Executive
Vice President, Human Resources, and who is identified on Exhibit A hereto.

                                   ARTICLE III
                QUALIFYING EVENTS THAT TRIGGER SEVERANCE BENEFITS

         3.1      Termination After a Change in Control. A Participant shall be
entitled to receive Severance Benefits if, in connection with or within 24
months following a Change in Control, the Participant's employment with the
Company or the Successor is involuntarily terminated by the Company or the
Successor without Cause, or the Participant terminates his or her employment for
Good Reason; provided, however, that in the event the Participant terminates his
or her employment for Good Reason, the Participant shall not be entitled to
receive Severance Benefits if his or her Separation Date occurs before the 180th
day following the Change in Control, unless otherwise agreed in writing by the
Company or its Successor; provided further, however, that upon the 180th day
following the Change in Control, the Participant shall be entitled to receive
Severance Benefits after terminating his or her employment for Good Reason only
if (a) such termination occurs on or after the 180th day but before the 210th
day following the Change in Control, or (b) such termination is the result of a
triggering event (within the meaning of Section 2.14) which occurs on or after
the 180th day and within 24 months following the Change in Control.

         3.2      Termination After a Reduction in Force or Other Restructuring.
A Participant shall be entitled to receive Severance Benefits if, in connection
with a Reduction in Force or Other Restructuring, the Company eliminates the
Participant's position and the Participant's employment with the Company is
involuntarily terminated by the Company without Cause, or the Participant is
offered a new position and the Participant terminates his or her employment for
Good Reason.

         3.3      Successor's Failure to Assume This Plan After a Change in
Control. A Participant shall be entitled to receive Severance Benefits if a
Successor fails to assume the Company's obligations under this Plan as provided
in Section 11.1.

                                   ARTICLE IV
                  EVENTS THAT DO NOT TRIGGER SEVERANCE BENEFITS

         4.1      Termination for Cause or Without Good Reason. A Participant
shall not be entitled to Severance Benefits if the Participant's employment with
the Company is terminated by the Company for Cause or if the Participant
voluntarily terminates employment without Good Reason.

         4.2      Termination by Reason of Disability or Death. A Participant
shall not be entitled to Severance Benefits if the Participant's employment with
the Company is terminated by reason of Disability or death.

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                                    ARTICLE V
                                  PARTICIPATION

         5.1      Eligibility. This Plan is for the sole benefit of certain
senior officers of the Company who qualify as a Tier I Participant, Tier II
Participant, Tier III Participant or Tier IV Participant. Such eligible senior
officers shall be collectively referred to as "Participants."

         5.2      Ineligibility. Temporary employees, temporary agency
employees, leased employees, non-payroll workers and independent contractors of
the Company are ineligible to participate in this Plan, regardless of how the
relationship with the Company subsequently may be characterized.

                                   ARTICLE VI
                             TERMINATION PROCEDURES

         The Participant shall receive advance written notice of a termination
by the Company in connection with a Qualifying Event. This notice shall be given
to the Participant at least 30 calendar days in advance of the Separation Date
or the Participant shall receive pay in lieu of such notice, unless the
Participant is terminated for Cause (in which case no such notice is required).

                                   ARTICLE VII
                               SEVERANCE BENEFITS

         7.1      Description of Severance Benefits for All Participants. Upon a
Qualifying Event, and if a Participant has executed a Release and not revoked
the Release within the period specified therein, the Participant shall be
entitled to the following:

                  (a)      Pro Rata Target Annual Incentive. The product of (i)
the Participant's Target Annual Incentive in effect as of the Separation Date,
(ii) a fraction, the numerator of which is the number of calendar days in the
current fiscal year through the Separation Date, and the denominator of which is
365, and (iii) year-to-date actual performance with respect to the performance
goals under the Company's Short Term Incentive Plan or other annual incentive
plan, as applicable to the Participant, as determined by the Company in its sole
and exclusive judgment.

                  (b)      Base Salary and Target Annual Incentive. The amount
equal to the product of (i) the Multiple and (ii) the sum of (A) the
Participant's Base Salary divided by 12 and (B) the Participant's Target Annual
Incentive divided by 12.

                  (c)      Health Insurance. The Company shall pay the full
premium cost of health care coverage for a Participant and any of his or her
dependents participating in the Company's medical, dental, vision and
prescription plans on the Separation Date for the number of months equal to the
Multiple; provided, however, that such payments are

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contingent on the Participant's timely election of COBRA continuation coverage
and shall terminate early for any reason permitted under COBRA (both during the
maximum COBRA period and any additional coverage period). Except with respect to
the foregoing premium payment provisions, this Plan does not otherwise modify
the Company's standard COBRA procedures and administration, including, without
limitation, the Participant's obligation to notify the Company promptly if the
Participant or any of his or her covered dependents become eligible for benefits
under the group health plan of another employer or entitled to Medicare
benefits.

                  (d)      Outplacement Assistance. For 24 months after a
Participant's Separation Date with respect to a Termination After a Change in
Control or a Successor's Failure to Assume This Plan After a Change in Control,
and for 12 months after the Participant's Separation Date with respect to a
Termination After a Reduction in Force or Other Restructuring, the Company shall
provide outplacement assistance to the Participant through an outside management
consulting firm selected by the Company and at the sole cost of the Company.

                  (e)      Legal and Other Fees. If a Participant incurs legal
(including attorneys' fees and expenses, and fees or other costs of
arbitration), accounting and other fees or other expenses in a good faith effort
to obtain benefits under this Plan, the Company shall reimburse the Participant
up to $10,000 upon written request and submission of invoices for reasonable
legal, accounting or other fees and other expenses, regardless of whether the
Participant ultimately prevails; provided, however, that such reimbursement
shall apply only with respect to a Termination After a Change in Control or a
Successor's Failure to Assume This Plan After a Change in Control. The existence
of any controlling case or regulatory law which is directly inconsistent with
the position taken by the Participant shall be evidence that the Participant did
not act in good faith.

         7.2      Additional Severance Benefits. A Participant shall receive
financial counseling for a period of 24 months following a Termination After a
Change in Control or a Successor's Failure to Assume This Plan After a Change in
Control, and for 12 months following a Termination After a Reduction in Force or
Other Restructuring, at the Company's expense, which is comparable to any such
benefits in effect for the Participant on his or her Separation Date. All other
benefit and equity plans, programs, policies and agreements shall operate
according to their respective terms.

         7.3      Form and Timing of Severance Benefits. Unless Section 162(m)
is applicable (in which case, the provisions of Section 7.7(b) shall apply), the
Severance Benefits described in Section 7.1(a) shall be paid in the quarter
calendar that follows the quarter in which the Separation Date occurred, and
those described in Section 7.1(b) shall be paid to the Participant in a single
lump sum within 20 calendar days of the Participant's Separation Date, subject
to the Participant's execution of a Release, or, if later, on the date the
Participant's Release ceases to be revocable. The Severance Benefits described
in Sections 7.1(c) and (d) and in Section 7.2.3 shall be provided by the Company
to the Participant beginning on the first day of the month following the
Participant's Separation Date.

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         7.4      Withholding of Taxes. The Company shall withhold from any
amounts payable under this Plan all federal, state, local or other taxes that
are legally required to be withheld.

         7.5      Accrued Benefits. Notwithstanding anything to the contrary
contained in this Plan, on termination of employment of any Participant, the
Company shall pay to the Participant any Accrued Benefits in accordance with the
Company's policy on the Participant's Separation Date.

         7.6      Relation to Other Severance Programs or Payments. Severance
Benefits are not intended to duplicate other comparable post-termination
payments or benefits under any plan, program, policy or agreement between the
Participant and the Company, regardless of the event triggering such payments or
benefits, or under applicable law (such as the WARN Act). Should such payments
or benefits be due, the Participant's Severance Benefits shall be treated as
having been paid to satisfy such payments or benefits (to the extent payable by
the Company) or shall be reduced by such payments or benefits. In either case,
the Plan Administrator in its sole and exclusive judgment shall determine how to
apply this provision, and may override this or other provisions in the Plan in
doing so. In the event a written agreement between the Company and a Participant
(a) was executed and in effect prior to the Effective Date of the Plan or has
been approved by the Board, and (b) contains change in control or severance
benefits or definitions of Cause, Change in Control or Good Reason (or their
equivalent) that differ from those in this Plan, the Participant shall be
entitled to rely on and shall receive the benefit of whichever of such benefit
provisions and definitions are more favorable to the Participant in a particular
situation. Notwithstanding the foregoing provisions of this section, this Plan
supercedes and nullifies in its entirety the change in control benefits program
that was adopted for Section 16 officers at the November 14, 2001 meeting of the
Board.

         7.7      Potential Limitations on Severance Benefits and Payments.

         (a)      Golden Parachute Limitation. Anything in this Plan to the
contrary notwithstanding, in the event receipt of all Severance Benefits and
Payments would subject a Participant to an excise tax under Code Section 4999,
the Participant shall receive a gross-up payment if the Participant's aggregate
Severance Benefits and Payments exceed the maximum amount that may be paid to
the Participant without triggering the excise tax of Code Section 4999 and
related provisions of the Code. The gross-up payment shall equal the amount of
excise tax the Participant must pay under Code Section 4999 plus the amount of
the incremental income and payroll taxes on such excise tax gross-up (the amount
of such incremental income and payroll taxes to be calculated pursuant to any
reasonable methodology the Company may choose in its discretion). Except as set
forth in the foregoing sentence, the Participant shall be fully responsible for,
and pay, all income and payroll taxes (employee portion only) with respect to
Severance Benefits and Payments.

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         (b)      Section 162(m) Limitation. To the extent Severance Benefits
would not be deductible under Code Section 162(m) by a Company if made or
provided when otherwise due under this Plan, they shall be made or provided
later, immediately after Section 162(m) ceases to preclude their deduction, with
interest thereon at the rate provided in Code Section 7872(f)(2).

         7.8      Release and Waiver and Restrictive Covenants. Notwithstanding
any other provision of this Plan, the right of a Participant to receive
Severance Benefits hereunder shall be subject to the execution by such
Participant of a release and waiver of all employment-related claims, a
non-disparagement covenant, and non-competition and non-solicitation of
customers and employees covenants for a number of months following the
Separation Date equal to the Multiple (collectively, the "Release"), such
Release to be in a form provided by the Company.

         7.9      Reemployment. In no event shall a Participant be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Participant under any of the provisions of the Plan, nor
shall the amount of any payment hereunder be reduced by any compensation earned
by a Participant as a result of employment by another employer, except as
provided in Section 7.1(c).

                                  ARTICLE VIII
                        FORFEITURE OF SEVERANCE BENEFITS

         8.1      Future Services with the Company. If the Participant provides
services to the Company (as an employee, independent contractor, consultant or
otherwise) within the number of months after the Participant's Separation Date
equal to the Multiple and does so without the prior written approval of the
Company's Chief Executive Officer or his or her delegate, the Participant shall
repay (or, if the Severance Benefits have not yet been provided to the
Participant, forfeit) a pro rata amount of the Severance Benefits previously
paid or provided by the Company.

         8.2      Violation of the Company's Code of Conduct or the
Participant's Restrictive Covenants. Notwithstanding any other provision of this
Plan, if it is determined by the Company that a Participant has violated the
Company's code of conduct, or violated any restrictive covenants contained in
the Participant's Release or any other restrictive covenants contained in any
other Company plan, program or agreement with the Company (including, without
limitation, the Company's noncompetition guidelines), the Participant shall be
required to repay to the Company an amount equal to the economic value of all
Severance Benefits already provided to the Participant under this Plan and the
Participant shall forfeit all unpaid benefits under this Plan. Additional
forfeiture provisions may apply under other agreements between the Participant
and the Company, and any such forfeiture provisions shall remain in full force
and effect.

                                                                         PAGE 12

<PAGE>

                                   ARTICLE IX
                          EMPLOYMENT STATUS AND RIGHTS

         9.1      Employment Status. This Plan does not constitute a contract of
employment or impose on the Company any obligation to retain the Participant as
an Employee, to change the status of the Participant's employment or to change
the Company's policies regarding termination of employment.

         9.2      Includable Compensation. Severance Benefits shall not be
counted as "compensation" for purposes of determining benefits under other
benefit plans, programs, policies and agreements, except to the extent expressly
provided therein. Except as otherwise specifically provided for in this Plan, a
Participant's rights and benefits under any of the Company's other benefit
plans, programs, policies and agreements continue to be subject to the
respective terms of those plans, programs, policies and agreements.

         9.3      Attention and Effort. This Plan is not intended to modify in
any way a Participant's obligation, during the term of his or her employment
with the Company, to devote all of his or her productive time, ability,
attention and effort to the business and affairs of the Company and the
discharge of the responsibilities assigned to him or her, and to use his or her
best efforts to perform faithfully and efficiently such responsibilities.

                                    ARTICLE X
                                  TYPE OF PLAN

         This Plan is intended to be, and shall be interpreted as, an unfunded
employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) for
a select group of management or highly compensated employees (within the meaning
of Section 2520.104-24 of Department of Labor Regulations).

                                   ARTICLE XI
                           SUCCESSORS AND ASSIGNMENTS

         11.1     Assumption Required. This Plan shall bind any Successor, its
assets or its businesses (whether direct or indirect, by purchase, merger,
consolidation or otherwise) in the same manner and to the same extent that the
Company would be obligated under this Plan if no succession had taken place. In
the case of any transaction in which a Successor would not by the foregoing
provision or by operation of law be bound by this Plan, the Company shall
require such Successor expressly and unconditionally to assume and to agree to
perform the Company's obligations under this Plan, in the same manner and to the
same extent that the Company would be required to perform if no such succession
had taken place.

         11.2     Assignment. This Plan shall inure to the benefit of and shall
be enforceable by a Participant's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If a
Participant should die while

                                                                         PAGE 13

<PAGE>

any amount is still payable to the Participant under this Plan had the
Participant continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Plan to the
Participant's estate. A Participant's rights under this Plan shall not otherwise
be transferable or subject to lien or attachment.

         11.3     Enforcement. This Plan constitutes an enforceable contract
between the Company and each Participant.

                                   ARTICLE XII
                            AMENDMENT AND TERMINATION

         The Board reserves the right to amend or terminate the Plan at any
time; provided, however, that, without the express written consent of the
Participant, no such amendment or termination may be made that has a materially
adverse effect on any Severance Benefits the Participant is eligible to receive
under this Plan; provided further, however, that the foregoing limitation shall
not apply to any amendment or termination of the Plan in connection with and
prior to a Reduction in Force or Other Restructuring. The form of any amendment
or termination of this Plan shall be a written instrument signed by a duly
authorized officer of the Company, certifying that the amendment or termination
has been approved by the Board. An amendment or termination of this Plan in
accordance with the terms of this section shall automatically effect a
corresponding amendment to, or a termination of, all Participants' rights under
this Plan.

                                  ARTICLE XIII
                      GOVERNING LAW, JURISDICTION AND VENUE

         This Plan is a "top hat" employee benefit plan subject to ERISA's
enforcement provisions, and it shall be interpreted, administered and enforced
in accordance with that law. To the extent that state law is applicable, the
statutes and common law of the State of Washington shall apply, without
reference to principles of conflict or choice of law. This Plan will be subject
to the exclusive jurisdiction and venue of the federal or state courts of the
State of Washington, King County, to resolve issues that may arise out of or
relate to this Plan or its subject matter.

                                   ARTICLE XIV
                            VALIDITY AND SEVERABILITY

         The invalidity or unenforceability of any provision of this Plan shall
not affect the validity or enforceability of any other provision of this Plan,
which other provision shall remain in full force and effect, and any prohibition
or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                                                                         PAGE 14

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                                   ARTICLE XV
                                 ADMINISTRATION

         15.1     Administration. The Company has all power and authority
necessary or convenient to administer this Plan, including, but not limited to,
the exclusive authority and discretion: (a) to construe and interpret this Plan;
(b) to decide all questions of eligibility for and the amount of benefits under
this Plan; (c) to prescribe procedures to be followed and the forms to be used
by the Participants pursuant to this Plan; and (d) to request and receive from
all Participants such information as the Company determines is necessary for the
proper administration of this Plan.

         15.2     Claims Procedures.

         (a)      Claim for Benefits. A Participant (or any individual
authorized by such Participant) has the right under the Employee Retirement
Income Security Act of 1974 ("ERISA") and this Plan to file a written claim for
benefits. To file a claim, the Participant must send the written claim to the
Company's Executive Vice President of Human Resources, or his or her designee
(the "HR EVP"). If such claim is denied in whole or in part, the Participant
shall receive written notice of the HR EVP's decision within 90 days after the
claim is received. Such written notice shall include the following information:
(i) specific reasons for the denial; (ii) specific reference to pertinent Plan
provisions on which the denial is based; (iii) a description of any additional
material or information necessary for the perfection of the claim and an
explanation of why it is needed; and (iv) steps to be taken if the Participant
wishes to appeal the denial of the claim, including a statement of the
Participant's right to bring a civil action under Section 502(a) of ERISA upon
an adverse decision on appeal. If the HR EVP needs more than 90 days to make a
decision, he or she shall notify the Participant in writing within the initial
90 days and explain why more time is required, and how long is needed. If a
Participant (or any individual authorized by such Participant) submits a claim
according to the procedures above and does not hear from the HR EVP within the
appropriate time, the Participant may consider the claim denied.

         (b)      Appeals. The following appeal procedures give the rules for
appealing a denied claim. If a claim for benefits is denied, in whole or in
part, or if the Participant believes benefits under this Plan have not been
properly provided, the Participant (or any individual authorized by such
Participant) may appeal this denial in writing within 60 days after the denial
is received. The Plan Administrator shall conduct a review and make a final
decision within 60 days after receiving the Participant's written request for
review. If the Plan Administrator needs more than 60 days to make a decision, it
shall notify the Participant in writing within the initial 60 days and explain
why more time is required. The Plan Administrator may then take 60 more days to
make a decision. If such appeal is denied in whole or in part, the decision
shall be in writing and shall include the following information: (i) specific
reasons for the denial; (ii) specific reference to pertinent Plan provisions on
which the denial is based; (iii) a statement of the Participant's right to
access and receive copies, upon request and free of charge, of all documents and
other information relevant to such claim for benefits; and (iv) a statement

                                                                         PAGE 15

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of the Participant's (or representative's) right to bring a civil action under
Section 502(a) of ERISA. If the Plan Administrator does not respond within the
applicable time frame, the Participant may consider the appeal denied. If a
Participant (or any individual authorized by such Participant) submits a written
request to appeal a denied claim, the Participant has the right to review
pertinent Plan documents and to send a written statement of the issues and any
other documents to support the claim. The Participant must pursue the claim and
appeal rights described above before seeking any other legal recourse regarding
a claim for benefits.

         15.3     Notice. Any notice required to be delivered by the Company or
the Plan Administrator or by a Participant under this Plan shall be deemed
delivered to the Company and to the Participant when deposited in the U.S.
mails, and addressed to the Company's Executive Vice President of Human
Resources and to the Participant at his or her last known address as reflected
on the books and records of the Company.

                                   ARTICLE XVI
                                TERM OF THIS PLAN

         This Plan commences on the Effective Date and shall continue in effect
until the 24th calendar month following the date on which a Change in Control
occurs, unless the Board earlier amends or terminates this Plan pursuant to
Article XII.

         The Company has caused this Plan to be executed as of the date set
forth below.

                                               AT&T WIRELESS SERVICES, INC.

                                               _________________________________
                                                  Its ______________________

                                               _____________________
                                               Date

                                                                         PAGE 16

<PAGE>

                                    EXHIBIT A
                              TIER IV PARTICIPANTS

                                 MARCH 19, 2003

No Employees have been designated as Tier IV participants.

                                       17