TELECORP PCS INC /VA/
VOTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>te-ex10_2.txt
<DESCRIPTION>VOTING AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2

                                                                  Execution Copy

                                VOTING AGREEMENT
                            (Management Stockholder)

      Agreement dated as of October 7, 2001 among the shareholder listed on the
signature pages hereto (the "Shareholder") of TeleCorp PCS, Inc., a Delaware
corporation ("TeleCorp"), TeleCorp and AT&T Wireless PCS, LLC, a Delaware
limited liability company ("AWS").

      (A) TeleCorp, AWS's parent and an affiliate of AWS are parties to an
Agreement and Plan of Merger dated as of the date hereof (as the same may be
modified or amended from time to time, the "Merger Agreement"). Capitalized
terms used herein and not otherwise defined shall have the meanings assigned
such terms in the Merger Agreement.

      (B) Prior to the execution and effectiveness of this Agreement, TeleCorp,
AWS, certain management shareholders and other shareholders of TeleCorp executed
and delivered to TeleCorp and AWS Amendment No. 1 to the Stockholders' Agreement
dated as of October 7, 2001 (the "Stockholders Agreement Amendment"), to the
Stockholders' Agreement dated as of November 13, 2000, among TeleCorp, AWS and
the parties specified therein (as amended by the Stockholders Agreement
Amendment, the "Stockholders Agreement").

      (C) The Stockholders Agreement Amendment amends the Stockholders Agreement
to allow for the parties hereto to enter into this Agreement and to perform
their obligations hereunder.

      (D) Simultaneously with the execution of the Merger Agreement, the
Shareholder, TeleCorp and AWS agree to enter into this Agreement.

      Accordingly, the parties hereto agree as follows:

      1. Representations, Warranties and Covenants

      The Shareholder hereby represents, warrants and covenants to each of AWS
and TeleCorp as follows:

      (a) Title

      As of the date hereof, the Shareholder owns beneficially and of record the
number of shares of each class of capital stock of TeleCorp set forth after the
Shareholder's name on Exhibit A hereto (the "Shares"). The term "beneficial
owner" and all correlative expressions are used in this Agreement as defined in
Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended.

      (b) Right to Vote

      As of the date hereof and as of the date of the Titan Stockholders'
Meeting (which, for purposes of this Agreement, includes any adjournment or
postponement thereof), except for this Agreement or as otherwise permitted by
this Agreement, the Shareholder has full legal power, authority and right to
vote all of the Shares then owned of record or beneficially by him, to the
extent the Shares carry the right to vote thereon, in favor of the approval and
authorization of the Merger Agreement, the Merger and the Related Agreements (to
the extent TeleCorp is a party thereto) and the other transactions contemplated
thereby (collectively, the "Titan Proposals") without the consent or approval
of, or any other action on the part of, any other person or entity. Without
limiting the generality of the foregoing, the Shareholder has not entered into
any voting agreement with any person or entity with respect to any of the
Shares, granted any person or entity any proxy (revocable or irrevocable) or
power of attorney with respect to any of the Shares, deposited any of the Shares
in a voting trust or entered into any arrangement or agreement with any person
or entity limiting or affecting his legal power, authority or right to vote the
Shares in favor of the Titan Proposals except for this Agreement.

      From and after the date hereof, except as otherwise permitted by this
Agreement or prohibited by order of a court of competent jurisdiction, the
Shareholder will not commit any act that could restrict or otherwise affect his
legal power, authority and right to vote all of the Shares then owned of record
or beneficially by him, to the extent the Shares carry the right to vote
thereon, in favor of the Titan Proposals. Without limiting the generality of the
foregoing, except for this Agreement and as otherwise permitted by this
Agreement, from and after the date hereof, the Shareholder will not enter into
any voting agreement with any person or entity with respect to any of the Shares
(including without limitation any amendment, modification, waiver or supplement
to Section 3.7 or Article 4 of the Stockholders Agreement), grant any person or
entity any proxy (revocable or irrevocable) or power of attorney with respect to
any of the Shares, deposit any of the Shares in a voting trust or otherwise
enter into any agreement or arrangement with any person or entity limiting or
affecting the Shareholder's legal power, authority or right to vote the Shares
in favor of the approval of the Titan Proposals.

      (c) Authority

      The Shareholder has full legal power, authority and right to execute and
deliver, and to perform his obligations under, this Agreement. This Agreement
has been duly and validly executed and delivered by the Shareholder and
constitutes a valid and binding agreement of the Shareholder enforceable against
him in accordance with its terms, subject to (i) bankruptcy, insolvency,
moratorium and other similar laws now or hereafter in effect relating to or
affecting creditors rights generally and (ii) general principles of equity
(regardless of whether considered in a proceeding at law or in equity).

      (d) Conflicting Instruments

      The execution and delivery of this Agreement and the performance by the
Shareholder of his agreements and obligations hereunder will not result in any
breach or violation of or be in conflict with or constitute a default under any
term of any agreement, judgment, injunction, order, decree, law, regulation or
arrangement to which the Shareholder is a party or by which the Shareholder (or
any of his assets) is bound, except for any such breach, violation, conflict or
default which, individually or in the aggregate, would not impair or adversely
affect the Shareholder's ability to perform his obligations under this
Agreement.

      2. Restrictions on Transfer

      Prior to the Effective Time, the Shareholder agrees not to (i) Transfer
(or to agree to Transfer) any shares of Voting Preference Common Stock of
TeleCorp owned of record or beneficially by the Shareholder or (ii) effect,
directly or indirectly, or through any arrangement with a third party pursuant
to which such third party may effect, directly or indirectly, any short sales of
any AWS Common Stock received in connection with the Merger. The Shareholder
agrees that nothing herein shall (or shall be construed to) relieve the
Shareholder of his obligations under Article 4 of the Stockholders Agreement,
and that the provisions of said Article 4 shall remain in full force and effect
in accordance with their terms.

      "Transfer" means, with respect to any security, the direct or indirect
assignment, sale, transfer, tender, pledge, hypothecation, or the grant,
creation or sufferage of a lien or encumbrance in or upon, or the gift,
placement in trust, or the constructive sale or other disposition of such
security (including transfers by testamentary or intestate succession) or any
right, title or interest therein (including but not limited to any right or
power to vote to which the holder thereof may be entitled, whether such right or
power is granted by proxy or otherwise), or the record or beneficial ownership
thereof, the offer to make such a sale, transfer, constructive sale or other
disposition, and each agreement, arrangement or understanding, whether or not in
writing, to effect any of the foregoing. The term "constructive sale" means a
short sale with respect to such security, entering into or acquiring an
offsetting derivative contract with respect to such security, entering into or
acquiring a futures or forward contract to deliver such security or entering
into any other hedging or other derivative transaction that has the effect of
materially changing the economic benefits and risks of ownership.

      3. Agreement to Vote

      The Shareholder hereby irrevocably and unconditionally agrees to vote or
to cause to be voted all of the Shares then owned of record or beneficially by
him, to the extent the Shares carry the right to vote thereon, at the Titan
Stockholders Meeting and at any other annual or special meeting of shareholders
of TeleCorp where any such proposal is submitted, and in connection with any
written consent of stockholders, (a) in favor of the Titan Proposals and (b)
against (i) approval of any proposal made in opposition to or in competition
with the transactions contemplated by the Merger Agreement, (ii) any merger,
consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of TeleCorp or any of its subsidiaries, with
or involving any party other than as contemplated by the Merger Agreement, (iii)
any liquidation or winding up of TeleCorp, (iv) any extraordinary dividend by
TeleCorp, (v) any change in the capital structure of TeleCorp (other than
pursuant to the Merger Agreement) and (vi) any other action that may reasonably
be expected to impede, interfere with, delay, postpone or attempt to discourage
the consummation of the transactions contemplated by the Merger Agreement or
result in a breach of any of the covenants, representations, warranties or other
obligations or agreements of TeleCorp under the Merger Agreement, which would
materially and adversely affect TeleCorp or AWS or their respective abilities to
consummate the transactions contemplated by the Merger Agreement.

      4. Additional Agreements

      The Shareholder and AWS hereby irrevocably and unconditionally agree to
vote or to cause to be voted all of the Shares then owned of record or
beneficially by him, to the extent the Shares carry the right to vote thereon,
at any annual or special meeting of shareholders of TeleCorp where such proposal
is submitted, and in connection with any written consent of stockholders,
against authorizing TeleCorp to seek the consent of the FCC to permit the Class
A Voting Common Stock and Voting Preference Common Stock to vote and act as a
single class as contemplated by Section 4.12(c)(iv) of the Amended and Restated
Certificate of Incorporation of TeleCorp.

      5. Granting of Proxy

      In furtherance of the terms and provisions of this Agreement, the
Shareholder hereby grants an irrevocable proxy (subject to Section 11(b)),
coupled with an interest, to each of the President and the Secretary of AWS to
vote all of the Shares beneficially owned by the Shareholder in favor of the
Titan Proposals and in accordance with the provisions of Sections 3 and 4. The
Shareholder hereby ratifies and approves of each and every action taken by the
President or the Secretary of AWS pursuant to the foregoing proxy.
Notwithstanding the foregoing, if requested by AWS, the Shareholder will execute
and deliver applicable proxy material in furtherance of the provisions of
Sections 3 and 4 and this Section 5.

      6. Action in Shareholder Capacity Only

      The Shareholder makes no agreement or understanding herein as director or
officer of TeleCorp. The Shareholder signs solely in his capacity as a record
holder and beneficial owner of Shares, and nothing herein shall limit or affect
any actions taken in his capacity as an officer or director of TeleCorp.

      7. Invalid Provisions

      If any provision of this Agreement shall be invalid or unenforceable under
applicable law, such provision shall be ineffective to the extent of such
invalidity or unenforceability only, without it affecting the remaining
provisions of this Agreement.

      8. Executed in Counterparts

      This Agreement may be executed in counterparts each of which shall be an
original with the same effect as if the signatures hereto and thereto were upon
the same instrument.

      9. Specific Performance

      The parties hereto agree that the failure for any reason of the
Shareholder to perform any of his agreements or obligations under this Agreement
would cause irreparable harm or injury to TeleCorp and AWS with respect to which
money damages would not be an adequate remedy. Accordingly, the Shareholder
agrees that, in seeking to enforce this Agreement against the Shareholder, each
of AWS and TeleCorp shall be entitled to specific performance and injunctive and
other equitable relief in addition to any other remedy available at law, equity
or otherwise.

      10. GOVERNING LAW; SUBMISSION TO JURISDICTION

      THE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. EACH OF THE
PARTIES HERETO IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT HEREOF BROUGHT BY ANY OTHER PARTY HERETO OR ITS SUCCESSORS OR ASSIGNS
MAY BE BROUGHT AND DETERMINED IN THE STATE AND FEDERAL COURTS OF THE STATE OF
DELAWARE, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS WITH REGARD
TO ANY SUCH ACTION OR PROCEEDING FOR ITSELF AND IN RESPECT TO ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, TO THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO
ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, ANY CLAIM (A) THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS FOR ANY REASON,
(B) THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH
COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH
SERVICE OF JUDGMENT, EXECUTION OF JUDGMENT, OR OTHERWISE), AND (C) TO THE
FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, THAT (I) THE SUIT, ACTION OR
PROCEEDING IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM, (II) THE VENUE OF
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER AND (III) THIS AGREEMENT, OR THE
SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS.

      11. Amendments; Termination

      (a) This Agreement may not be modified, amended, altered or supplemented,
except upon the execution and delivery of a written agreement executed by all
parties hereto.

      (b) Except for provisions of this Agreement that by their terms survive
the termination hereof, the provisions of this Agreement shall terminate upon
the earliest to occur of (i) the consummation of the Merger, (ii) December 31,
2002, and (iii) the termination of the Merger Agreement in accordance with its
terms.

      12. Additional Shares

      If, after the date hereof, Shareholder acquires beneficial or record
ownership of any additional shares of capital stock of TeleCorp (any such
shares, "Additional Shares"), including, without limitation, upon exercise of
any option, warrant or right to acquire shares of capital stock of TeleCorp or
through any stock dividend or stock split, the provisions of this Agreement
applicable to the Shares shall thereafter be applicable to such Additional
Shares as if such Additional Shares had been Shares as of the date hereof. The
provisions of the immediately preceding sentence shall be effective with respect
to Additional Shares without action by any person or entity immediately upon the
acquisition by the Shareholder of beneficial ownership of such Additional
Shares.

      13. Successors and Assigns

      The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal successors (including,
in the case of any individual Shareholder or any other individual, any
executors, administrators, estates, legal representatives and heirs of the
Shareholder or such individual) and permitted assigns; provided, however, that,
except as otherwise provided in this Agreement, no party may assign, delegate or
otherwise transfer any of its rights or obligations, under this Agreement,
without the consent of AWS, in the case of the Shareholder, the consent of the
Shareholder and TeleCorp, in the case of AWS, and the consent of AWS, in the
case of TeleCorp. Without limiting the scope or effect of the restrictions on
Transfer set forth in Section 2, the Shareholder agrees that this Agreement and
the obligations hereunder shall attach to the Shares and shall be binding upon
any person or entity to which legal or beneficial ownership of such Shares shall
pass, whether by operation of law or otherwise.

                           [SIGNATURE PAGE FOLLOWS]
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                    TELECORP PCS, INC.


                                    By /s/ Thomas H. Sullivan
                                       ----------------------------------
                                       Name:  Thomas H. Sullivan
                                       Title: Chief Financial Officer and
                                              Executive Vice President


                                    AT&T WIRELESS PCS, LLC

                                    By AT&T WIRELESS SERVICES, INC.
                                          Its Manager


                                    By /s/ Robert Stokes, Jr.
                                       ----------------------------------
                                       Name:  Robert Stokes, Jr.
                                       Title: Vice President


                                    /s/ Gerald T. Vento
                                    ------------------------------------
                                    GERALD T. VENTO


<PAGE>


                        Exhibit A to the Voting Agreement


Shares Held by Gerald Vento

Class A Common Stock                4,266,090

Class C Common Stock                  105,444

Class D Common Stock                    3,137

Voting Preference Common Stock          1,545

Series C Prefered Stock                490.29

Series E Prefered Stock:            11,728.46


</TEXT>
</DOCUMENT>
