AT&T WIRELESS SERVICES INC
EXHIBIT 10.19
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>9
<FILENAME>v87986exv10w19.txt
<DESCRIPTION>EXHIBIT 10.19
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.19

                                 AMENDMENT NO. 2
                                       TO
                          AT&T WIRELESS SERVICES, INC.
                                 ADJUSTMENT PLAN

AMENDMENT OF SECTION 4(a)

      The first sentence of Section 4(a) of the AT&T Wireless Services, Inc.
Adjustment Plan (the "Plan") is hereby amended to add the words "under the Plan"
in the proviso as follows:

            provided, that if any Shares subject to an Award held by a
            Transferred Individual (as that term is defined in the Employee
            Benefits Agreement) are forfeited or if any Award held by a
            Transferred Individual which is based on Shares is settled for cash,
            or expired or other is terminated without issuance of such Shares
            under the Plan, the Shares subject to such Award shall, to the
            extent of such cash settlement, forfeiture or termination, again be
            available for Awards under the Plan.

AMENDMENT OF SECTION 14(i)

      Section 14(i) of the Plan is hereby amended and restated in its entirety
to read as follows:

            "(i) The Committee shall be authorized to establish procedures
            pursuant to which the payment of any Award may be deferred. Subject
            to the provisions of the Plan and any Award Agreement, the recipient
            of an Award (including, without limitation, any deferred Award) may,
            if so determined by the Committee, be entitled to receive, currently
            or on a deferred basis, cash dividends, or cash or Share payments in
            amounts equivalent to cash dividends on Shares ("dividend
            equivalents") with respect to the number of Shares covered by the
            Award, as determined by the Committee, in its sole discretion, and
            the Committee may provide that such amounts (if any) shall be deemed
            to have been reinvested in additional Shares or otherwise
            reinvested. Any profits from such deferral program payable in Shares
            shall be paid from Shares available for issuance under the Company's
            2001 Long Term Incentive Plan (the "2001 Plan") or similar incentive
            plan that succeeds the 2001 Pan.

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