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                       CONSENT DECREE

                      I.  Introduction

     1.   This  consent  decree  is   entered  into  by  the 
Enforcement Bureau of  the Federal Communications Commission 
(``Bureau'')  and AT&T  Wireless  Services, Inc.  (``AWS''), 
terminating  an  informal  Bureau investigation  into  AWS's 
compliance with the spectrum  aggregation limit contained in 
Section 20.6 of the Commission's rules.1

                       II.  Background

     2.   For various periods of  time beginning in 2000 and 
continuing   during  the   past  12   months,  AWS   had  an 
attributable  interest in  spectrum in  excess of  the limit 
imposed by Section 20.6 of the Commission's rules in certain 
counties in the following  11 basic trading areas (``BTAs'') 
for the stated periods of time, (a) in two BTAs (Lousiville, 
KY; and Bowling Green, KY) for  a period of nearly 20 months 
(from February  25, 2000, to  October 19, 2001); and  (b) in 
one BTA (Beaumont, TX) continuously since April 7, 2000; and 
(c) in eight BTAs  (Dalton, GA; Madisonville, KY; Owensboro, 
KY; Natchez, MS; Rome, GA; Somerset, KY; Tupelo-Corinth, MS; 
and  Corbin, KY)  for a  period  of nearly  10 months  (from 
December 26, 2000, to October 19, 2001).

     3.   The   overages   resulted  from   three   separate 
transactions  or series  of  transactions,  including (a)  a 
February  25, 2000  transaction involving  American Cellular 
Corporation, (b)  an April 7, 2000  pro forma reorganization 
of  TeleCorp  Holding  Corp.,  Inc., and  (c)  a  series  of 
transactions occurring  on December  26, 2000,  December 28, 
2000  and September  26,  2001  involving Cascade  Wireless, 
L.L.C, ABC Wireless, LLC, and Tritel C/F Holding Corp.

     4.   In late  August or early September  2001, research 
conducted by staff of the Wireless Telecommunications Bureau 
(``WTB'')  raised  questions  about  AWS's  compliance  with 
Section  20.6 of  the  Commission's rules  in  at least  one 
geographic area.  WTB notified  AWS and requested additional 
information.  In subsequent teleconferences and face-to-face 
meetings  with WTB  staff,  AWS confirmed  the existence  of 
Section  20.6  compliance  problems in  multiple  geographic 
areas.

     5.   On  October  19,   2001,  AWS  filed  applications 
seeking  Commission consent  to the  divestiture of  certain 
spectrum attributable to AWS in  certain counties in 10 BTAs 
in which AWS  had exceeded the spectrum  cap limits.2  Those 
applications were  granted on  February 12, 2002.3   On June 
21,  2002,  AWS  filed  an  application  seeking  Commission 
consent to the  divestiture of spectrum in  the Beaumont, TX 
BTA.4

     6.   On December 20, 2001,  WTB referred this matter to 
the Enforcement  Bureau for  investigation.  On  January 30, 
2002,  in response  to  a Bureau  request,  AWS submitted  a 
Spectrum Cap  Report to the Enforcement  Bureau, documenting 
the  attribution  of  spectrum  to  AWS  in  excess  of  the 
Commission's aggregation limits.

                      III.  Definitions

     7.   For  the  purposes  of  this  Consent  Decree  the 
following definitions shall apply:

          (a)  ``Commission'' or  ``FCC'' means  the Federal 
               Communications Commission.

          (b)  ``Bureau''  means the  Enforcement Bureau  of 
               the Federal Communications Commission.

          (c)  ``WTB'' means the Wireless Telecommunications 
               Bureau   of    the   Federal   Communications 
               Commission.

          (d)  ``AWS''  means AT&T  Wireless Services,  Inc. 
               and any subsidiaries.

          (e)  ``Parties'' means AWS and the Bureau.

          (f)  ``Adopting  Order''  means  an Order  of  the 
               Bureau adopting  the terms and  conditions of 
               this Consent Decree.

          (g)  ``Effective  Date'' means  the date  on which 
               the Bureau releases the Adopting Order.

          (h)  ``Investigation''  means   the  investigation 
               initiated by  the Bureau after  referral from 
               WTB  on  December  20, 2001  regarding  AWS's 
               compliance with 47 C.F.R.  20.6.

                       IV.  Agreement

     8.   AWS agrees  that the Bureau has  jurisdiction over 
the  matters  contained  in  this  Consent  Decree  and  the 
authority to enter into and adopt this Consent Decree.

     9.   AWS  agrees   that  it  shall  make   a  voluntary 
contribution to the United States  Treasury in the amount of 
$150,000  (one hundred  fifty thousand  dollars) within  ten 
calendar days  of the  date on which  the Adopting  Order is 
released.

     10.  AWS agrees  to implement, within 20  calendar days 
after the  Bureau releases  the Adopting Order,  an internal 
Compliance Plan, a  summary of which is  attached hereto and 
incorporated by reference, to ensure AWS's future compliance 
with the Commission's spectrum cap rules.  AWS's obligations 
under the Compliance Plan shall  continue for so long as the 
Commission's spectrum cap rules remain in place.

     11.  In  express   reliance  upon  the   covenants  and 
representations contained in this Consent Decree, the Bureau 
agrees  to  terminate  its Investigation  into  the  matters 
discussed in  paragraphs 2-6, above, without  any finding of 
liability on the part of AWS.

     12.  The  Bureau  agrees  that,   based  on  the  facts 
developed  in  this  Investigation  and in  the  absence  of 
material new  evidence related to  this matter, it  will not 
use the  facts developed  in this Investigation  through the 
effective date  of the  Consent Decree  or the  existence of 
this Consent Decree to institute, on its own motion, any new 
proceeding, formal  or informal, or  take any action  on its 
own motion against AWS concerning  the matters that were the 
subject of the Investigation.   The Bureau also agrees that, 
based on  the facts developed  in the Investigation,  and in 
the absence of material new evidence related to this matter, 
it will  not use the  facts developed in  this Investigation 
through the  effective date  of this  Consent Decree  or the 
existence of  this Consent  Decree to  institute on  its own 
motion  any  proceeding, formal  or  informal,  or take  any 
action on  its own  motion against AWS  with respect  to its 
basic     qualifications,     including    its     character 
qualifications, to be a  Commission licensee or with respect 
to compliance with the Commission's rules and policies.

     13.  Nothing in  this Consent Decree shall  prevent the 
Commission  from adjudicating  complaints filed  pursuant to 
section 208 of the Communications Act, as amended, 47 U.S.C. 
 208, against AWS or  its affiliates for alleged violations 
of Section 20.6 of the  Commission's rules, or for any other 
type  of   alleged  misconduct,  regardless  of   when  such 
misconduct took place.   If any such complaint  is made, the 
Commission's adjudication  of that  complaint will  be based 
solely on the record  developed in that proceeding.  Nothing 
in  this Consent  Decree shall  prevent the  Commission from 
instituting  new investigations  or enforcement  proceedings 
against AWS  pursuant to sections  4(i), 403 and 503  of the 
Communications  Act  in  the  event of  any  alleged  future 
misconduct.

     14.  In the event  that AWS is found  by the Commission 
or its delegated authority to have engaged in a violation of 
Section  20.6 of  the Commission's  rules subsequent  to the 
release of the  Adopting Order, AWS agrees  that the conduct 
described in  paragraphs 2 -  6 above, may be  considered by 
the Commission or its  delegated authority in determining an 
appropriate sanction.

     15.  AWS waives any and all  rights it may have to seek 
administrative or  judicial reconsideration,  review, appeal 
or stay, or  to otherwise challenge or  contest the validity 
of this Consent Decree and  the Adopting Order, provided the 
Order adopts the Consent Decree without change, addition, or 
modification.

     16.  AWS  waives  any  rights  it may  have  under  any 
provision of  the Equal  Access to Justice  Act, 5  U.S.C.  
504.

     17.  In the event that  this Consent Decree is rendered 
invalid by any court of competent jurisdiction, this Consent 
Decree shall become null and void and may not be used in any 
manner in any legal proceeding.

     18.  If either Party (or the United States on behalf of 
the  Commission) brings  a  judicial action  to enforce  the 
terms of the Adopting Order,  neither AWS nor the Commission 
shall  contest the  validity of  the Consent  Decree or  the 
Adopting Order,  and AWS and  the Commission will  waive any 
statutory  right to  a trial  de  novo with  respect to  any 
matter upon  which the  Adopting Order  is based,  and shall 
consent  to  a  judgment  incorporating the  terms  of  this 
Consent Decree.

     19.  The Bureau and AWS  agree that this Consent Decree 
does not constitute either an  adjudication on the merits or 
a factual  or legal  finding or determination  regarding any 
compliance  or noncompliance  with the  requirements of  the 
Commission's  rules, including  Section  20.6.  The  parties 
agree that  this Consent  Decree is for  settlement purposes 
only and that  by agreeing to this Consent  Decree, AWS does 
not  admit or  deny any  liability for  violating Commission 
rules in connection with the matters that are the subject of 
this Consent Decree.

     20.  AWS  agrees  that  any violation  of  the  Consent 
Decree  or the  Adopting  Order will  constitute a  separate 
violation of a Commission order, entitling the Commission to 
exercise any rights or remedies attendant to the enforcement 
of a Commission order.

     21.  This Consent Decree may be signed in counterparts.


For the Enforcement Bureau              For AT&T Wireless 
Services
Federal Communications Commission       


________________________________        
________________________________
David H. Solomon                   Douglas I. Brandon
Chief                              Vice President



_______________________________         
________________________________
Date                          Date
                         SUMMARY OF
               SPECTRUM CAP COMPLIANCE PLAN OF
                AT&T WIRELESS SERVICES, INC.

     To better ensure compliance with the spectrum cap 
requirements set forth in Section 20.6 of the Commission's 
Rules, AT&T Wireless Services, Inc. (``AWS'') will establish 
a formal compliance program that will continue for as long 
as the spectrum cap rule remains in place.  The Compliance 
Program will consist of the following:

   1.     Within twenty (20) days after the Bureau adopts an 
     order approving the Consent Decree, AWS will appoint a 
     Spectrum Cap Compliance Officer (``Officer''), who 
     will, on a continuing basis, administer the spectrum 
     cap compliance program set forth herein.

   2.     Within thirty (30) days of appointment, the 
     Officer will establish and maintain a database of all 
     active licenses held by AWS and related information 
     (including market designation and amount of spectrum 
     held), and shall review this database at least every 
     thirty (30) days to ensure it is kept up to date.

   3.     Within thirty (30) days of appointment, the 
     Officer will implement an education program for a 
     targeted audience of company personnel who are involved 
     in mergers, acquisitions, divestitures, and other 
     transactions involving FCC licenses subject to the 
     spectrum cap.  This education program will include 
     development of an on-line advisory about the spectrum 
     cap rule, including the associated attribution rules, 
     and a list of all companies in which AWS has an 
     attributable interest for purposes of the spectrum cap.

   4.     Upon appointment of the Officer, AWS will 
     institute a requirement that company personnel involved 
     in mergers, acquisitions, divestitures, and other 
     transactions involving FCC licenses subject to the 
     spectrum cap confer with the Officer or another 
     employee designated by the Officer before completing 
     such transactions.

   5.     Within thirty (30) days of appointment, the 
     Officer will use his or her best efforts to obtain a 
     list of all active licenses held by entities in which 
     AWS has an attributable interest for spectrum cap 
     purposes and related information (including market 
     designation and amount of spectrum held), and add that 
     information to the database described above.  The 
     Officer will also use his or her best efforts to ensure 
     that these entities keep AWS advised of any relevant 
     changes to the information provided.

   6.     Within thirty (30) days of appointment of the 
     Officer, AWS will send a notice to all entities in 
     which AWS has an attributable interest for spectrum cap 
     purposes alerting them to the need to advise AWS in 
     writing before entering into transactions involving FCC 
     licenses subject to the spectrum cap.  The notice will 
     further state that the companies must provide 
     sufficient time for AWS to review the relevant 
     documentation, and for a restructuring of the 
     transaction in the event that AWS determines that the 
     transaction will result in a violation of spectrum cap 
     rule.

   7.     AWS will provide written notice by hand delivery 
     and facsimile to the Chief, Enforcement Bureau, Federal 
     Communications Commission, 445 12th Street, S.W. Room 
     7-C723, Washington, DC, 20554, facsimile (202) 418-2810 
     within ten (10) days of the discovery of any AWS 
     spectrum attribution interest in excess of the spectrum 
     aggregations limit contained in Section 20.6 of the 
     Commission's rules.


_________________________

1 47 C.F.R.  20.6.

2 See Public Notice, TeleCorp PCS, Inc. and AT&T Wireless 
Services, Inc. Seek FCC Consent To Transfer Control of 
Licenses, WT Dkt. No. 01-315, DA 01-2608 (November 8, 2001); 
see also Applications for Assignments of Authorization and 
Transfer of Control, WTB File Nos. 0000634714 (BTA102, 
BTA384), 0000634728 (BTA315, BTA449), 0000634722 (BTA052, 
BTA098, BTA263, BTA273, BTA338, BTA423) (October 19, 2001).

3 See Public Notice, Wireless Telecommunications Bureau and 
international Bureau Grant Consent for Transfer of Control 
or assignment of Licenses from TeleCorp PCS, Inc. to AT&T 
Wireless Services, Inc., at 4-5 (February 12, 2002).
4 Assignment Application, TeleCorp Holding Corp. II, LLC and 
David Michelman, Trustee, Beaumont-Port Arthur BTA, File No. 
0000934411 (filed June 21, 2002).