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                                                                   EXHIBIT 10.19

                             AIRTOUCH COMMUNICATIONS

                                 INCENTIVE PLAN

                    (AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1998)




        SECTION 1.   ESTABLISHMENT AND PURPOSE OF THE PLAN

        The Corporation originally established the Plan effective January 1,
1994, as the AirTouch Communications Short-Term Incentive Plan. The Plan was
most recently amended and restated effective as of January 1, 1998, and now
includes the LTIP component as well as the STIP component. The purpose of the
STIP is to provide for the payment of annual awards to Eligible Employees based
on the achievement of performance criteria established by the Corporation. The
purposes of the LTIP are (a) to provide the SMG with incentives to meet or
exceed the Corporation's long-term financial goals, (b) to reduce the reliance
on stock-based incentives to retain key executives and (c) to provide the SMG
with above-average cash compensation if the Corporation's long-term goals are
achieved or exceeded.


        SECTION 2.   ELIGIBILITY AND PARTICIPATION

                (a) STIP. STIP Awards under the Plan are earned with respect to
performance during a STIP Award Period. An Employee is an Eligible Employee
entitled to receive a STIP Award with respect to a STIP Award Period only if he
or she:

                (i) Is in Active Service and on the payroll of a Participating
        Entity on the last day of such STIP Award Period; or

                (ii) Terminated employment during such STIP Award Period on
        account of death, Retirement or Severance.

An individual's status as an Eligible Employee for purposes of the STIP shall be
determined by the Corporation, and such determination shall be conclusive and
binding on all persons.

                (b) LTIP. LTIP Awards under the Plan are earned with respect to
performance during an LTIP Award Period. An Employee is an Eligible Employee
entitled to receive an LTIP Award with respect to an LTIP Award Period only if
he or she:

                (i) Is in Active Service on the last day of such LTIP Award
        Period;

                (ii) During such LTIP Award Period separated from employment on
        account of death, Retirement or Disability; or

                (iii) During such LTIP Award Period was subject to an
        involuntary termination of employment without Cause; or



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                (iv) During such LTIP Award Period separated from employment
        with Change in Control severance benefits under his or her employment
        agreement.

In no event shall an individual be entitled to receive an LTIP Award with
respect to an LTIP Award Period if, during such LTIP Award Period, he or she was
terminated for Cause or resigned. An individual's status as an Eligible Employee
for purposes of the LTIP shall be determined by the C&P Committee, and such
determination shall be conclusive and binding on all persons.


        SECTION 3. AMOUNT AND PAYMENT OF STIP AWARDS

                (a) Performance Criteria. With respect to each STIP Award
Period, the C&P Committee shall adopt performance criteria for each
Participating Entity. The C&P Committee may also adopt different performance
criteria for different job classifications. In order to ensure the incentive
features of the Plan and to avoid distortion in its operation, the C&P Committee
may, in its sole discretion, revise any performance criteria to the extent the
C&P Committee deems appropriate to compensate for or reflect any extraordinary
changes occurring during the STIP Award Period that significantly alter the
basis upon which the performance criteria were established. Any such revisions
may be made before, during or after the STIP Award Period and, once adopted by
the C&P Committee, shall be conclusive and binding on all persons.

                (b) STIP Award Target. STIP Award targets for each STIP Award
Period are determined by the C&P Committee and may be expressed as a percentage
of Base Pay, a dollar amount or any other form specified by the C&P Committee.
The C&P Committee may designate different STIP Award targets for different job
classifications and Participating Entities.

                (c) Performance Levels. The C&P Committee shall annually
designate levels of minimum, maximum and target achievement of performance
criteria and shall establish percentages of STIP Award targets to be given for
achievement of each such performance level. Different performance levels and
associated percentages of STIP Award targets may be established for different
Participating Entities. The C&P Committee also has the discretion to increase or
decrease STIP Awards. In no event shall the percentage of the STIP Award target
actually paid exceed 200%. No STIP Award shall be paid for performance below the
minimum level of achievement of performance criteria designated by the C&P
Committee.

                (d) Accrued STIP Awards. As of the end of the STIP Award Period,
the C&P Committee shall determine STIP Award amounts based on the STIP Award
targets and performance criteria for each Participating Entity and job
classification, as described in Subsections (a), (b) and (c) above. STIP Award
amounts so determined (and adjusted, if applicable) are referred to as Accrued
STIP Awards.

                (e) Proration of Accrued STIP Awards. Accrued STIP Awards shall
be prorated as follows:



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                (i) The Accrued STIP Award of an Eligible Employee who has less
        than 12 months of Active Service with respect to a 12-month STIP Award
        Period shall be prorated by multiplying his or her Accrued STIP Award by
        a fraction, the denominator of which is 365 and the numerator of which
        is equal to the number of days of such Eligible Employee's Active
        Service for such STIP Award Period. The Accrued STIP Award of an
        Eligible Employee who has less than six months of Active Service with
        respect to a six-month STIP Award Period shall be prorated by
        multiplying his or her Accrued STIP Award by a fraction, the denominator
        of which is 182.5 and the numerator of which is equal to the number of
        days of such Eligible Employee's Active Service for such STIP Award
        Period. The foregoing notwithstanding, for purposes of this Paragraph
        (i) only, up to 30 days of a period of approved leave of absence or
        sickness disability absence may be counted as Active Service if such
        period does not begin within 13 weeks of the end of a previous period of
        leave of absence or sickness disability absence occurring in the current
        or preceding calendar year.

                (ii) The Accrued STIP Award of an Eligible Employee who has
        Active Service at more than one rate of Base Pay with respect to a
        12-month or six-month STIP Award Period (because of job transfer,
        performance increase or similar reason) shall be determined as follows.
        First, for each such rate of Base Pay, an Accrued STIP Award shall be
        determined as if the Eligible Employee had 12 months or six months (as
        the case may be) of Active Service at that Base Pay. Next, each such
        Accrued STIP Award amount shall be prorated by multiplying it by a
        fraction, the denominator of which is 365 or 182.5 (as the case may be)
        and the numerator of which is the number of days of such Eligible
        Employee's Active Service at such rate of Base Pay for that STIP Award
        Period. Finally, the prorated Accrued STIP Awards shall be added
        together to determine the Eligible Employee's total Accrued STIP Award.

                (iii) The Accrued STIP Award of an Eligible Employee who has
        Active Service at more than one STIP Award target level with respect to
        a 12-month or six-month STIP Award Period (because of job transfer,
        temporary or permanent promotion or similar reason) shall be determined
        as follows. First, for each such STIP Award target level, an Accrued
        STIP Award shall be determined as if the Eligible Employee had 12 months
        or six months (as the case may be) of Active Service at that STIP Award
        target level. Next, each such Accrued STIP Award amount shall be
        prorated by multiplying it by a fraction, the denominator of which is
        365 or 182.5 (as the case may be) and the numerator of which is the
        number of days of such Eligible Employee's Active Service at such STIP
        Award target level for that STIP Award Period. Finally, the prorated
        Accrued STIP Awards shall be added together to determine the Eligible
        Employee's total Accrued STIP Award.

                (f) Payment of STIP Awards. STIP Awards may be expressed in
dollars or any other medium specified by the C&P Committee including, without
limitation, shares of stock of the Corporation. The C&P Committee shall also
specify a medium of payment (such as dollars, shares of stock of the Corporation
or other medium) of Accrued STIP Awards, which medium may be different from the
medium in which the STIP Award was expressed under 



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Subsection (b) above. Accrued STIP Awards paid in the form of dollars shall be
rounded to the nearest whole dollar (rounding up at $0.50), and Accrued STIP
Awards paid in the form of shares of stock shall be rounded to the nearest whole
share (rounding up at 1/2). Accrued STIP Awards shall be paid as soon as
administratively practicable following the STIP Award Period with respect to
which the Accrued STIP Awards are earned. In the event of any Eligible
Employee's death before payment of an Accrued STIP Award, payment shall be made
to the Eligible Employee's Beneficiary or, if there is no living at the time of
such payment, to the Eligible Employee's estate. Accrued STIP Award payments
shall be subject to income tax and employment tax withholding as required by
applicable law but shall not be subject to Eligible Employees' payroll deduction
elections for personal obligations, such as U.S. Savings Bonds, charitable
giving, political action committee contributions and credit union or bank
payments.

                (g) Change in Control. Any other provision of this Section 3
notwithstanding, if an Eligible Employee (other than a member of the SMG)
terminates employment with the Controlled Group under circumstances that entitle
him or her to Severance, then his or her Accrued STIP Award for such STIP Award
Period shall be calculated on the basis of 100% of the STIP Award target. The
amount so calculated shall then be prorated pursuant to Subsection (e),
Paragraph (i), above, based on the Eligible Employee's period of Active Service
prior to his or separation from employment. Any prorated Accrued STIP Award
payable pursuant to this SubSection (g) is payable at the same time as the
Eligible Employee's Severance is paid.


        SECTION 4. AMOUNT AND PAYMENT OF LTIP AWARDS

                (a) Performance Criteria. With respect to each LTIP Award
Period, the C&P Committee shall adopt performance criteria. The C&P Committee
may also adopt different performance criteria for different members of the SMG.
In order to ensure the incentive features of the Plan and to avoid distortion in
its operation, the C&P Committee may, in its sole discretion, revise any
performance criteria to the extent the C&P Committee deems appropriate to
compensate for or reflect any extraordinary changes occurring during the LTIP
Award Period that significantly alter the basis upon which the performance
criteria were established. Any such revisions may be made before, during or
after the LTIP Award Period and, once adopted by the C&P Committee, shall be
conclusive and binding on all persons.

                (b) LTIP Award Target. LTIP Award targets for each LTIP Award
Period are determined by the C&P Committee and shall be expressed as a
percentage of Base Pay, at the rate in effect at the close of such LTIP Award
Period. The C&P Committee may designate different LTIP Award targets for
different members of the SMG.



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                (c) Performance Levels. The C&P Committee shall designate levels
of minimum, maximum and target achievement of performance criteria for each LTIP
Award Period and shall establish percentages of LTIP Award targets to be given
for achievement of each such performance level. Different performance levels and
associated percentages of LTIP Award targets may be established for different
members of the SMG. The C&P Committee also has the discretion to increase or
decrease LTIP Awards. In no event shall the percentage of the LTIP Award target
actually paid exceed 200%. No LTIP Award shall be paid for performance below the
minimum level of achievement of performance criteria designated by the C&P
Committee.

                (d) Accrued LTIP Awards. As of the end of the LTIP Award Period,
the C&P Committee shall determine LTIP Award amounts based on the LTIP Award
targets and performance criteria for each member of the SMG, as described in
Subsections (a), (b) and (c) above. LTIP Award amounts so determined (and
adjusted, if applicable) are referred to as Accrued LTIP Awards.

                (e) Proration of Accrued LTIP Awards. The Accrued LTIP Award of
an Eligible Employee who has less than 36 months of Active Service as an SMG
member with respect to an LTIP Award Period shall be prorated by multiplying his
or her Accrued LTIP Award by a fraction, the denominator of which is 1,095 and
the numerator of which is equal to the number of days of such Eligible
Employee's Active Service as an SMG member for such LTIP Award Period. The
foregoing notwithstanding, for purposes of this Subsection (e) only, up to 30
days of a period of approved leave of absence or sickness disability absence may
be counted as Active Service if such period does not begin within 13 weeks of
the end of a previous period of leave of absence or sickness disability absence
occurring in the current or preceding calendar year.

                (f) Payment of LTIP Awards. Accrued LTIP Awards shall be paid in
the form of dollars and shall be rounded to the nearest whole dollar (rounding
up at $0.50). Unless an Eligible Employee has made a valid election to defer
receipt of his or her Accrued LTIP Award pursuant to the AirTouch Communications
Deferred Compensation Plan, as amended from time to time, the Accrued LTIP Award
shall be paid as follows:

                (i) If the Eligible Employee was in Active Service on the last
        day of the LTIP Award Period with respect to which the Accrued LTIP
        Award was earned, then the Accrued LTIP Award shall be paid within the
        first calendar quarter following such LTIP Award Period.

                (ii) If the Eligible Employee terminated employment during an
        LTIP Award Period but is eligible under Section 2(b)(ii) to receive an
        LTIP Award with respect to such LTIP Award Period, then the Accrued LTIP
        Award shall be paid within the first calendar quarter following the
        quarter in which he or she terminated employment. The calculation of the
        Accrued LTIP Award shall be based on estimated performance, determined
        as of the close of the calendar quarter in which the Eligible Employee
        terminated employment. The amount of the Accrued LTIP Award shall be
        prorated under Subsection (e) above.



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                (iv) If the Eligible Employee terminated employment during an
        LTIP Award Period but is eligible under Section 2(b)(iii) to receive an
        LTIP Award with respect to such LTIP Award Period, then the Accrued LTIP
        Award shall be paid within the first calendar quarter following the
        quarter in which he or she terminated employment. The Accrued LTIP Award
        shall be based on 100% of the LTIP Award target, prorated under
        Subsection (e) above.

In the event of any Eligible Employee's death before payment of an Accrued LTIP
Award, payment shall be made to the Eligible Employee's Beneficiary or, if there
is no Beneficiary living at the time of such payment, to the Eligible Employee's
estate. Accrued LTIP Award payments shall be subject to income tax and
employment tax withholding as required by applicable law but shall not be
subject to Eligible Employees' payroll deduction elections for personal
obligations, such as U.S. Savings Bonds, charitable giving, political action
committee contributions and credit union or bank payments.

                (g) Change in Control. Any other provision of this Section 4
notwithstanding, and except to the extent otherwise required by a binding
agreement between the Corporation and a merger partner, if an Eligible Employee
receives a severance benefit under his or her employment agreement on account of
a Change in Control, then the amount of his or her Accrued LTIP Award for such
LTIP Award Period shall be equal to the sum of the following:

                (i) The portion of the LTIP Award attributable to the period
        prior to the Change in Control shall be calculated on the basis of 100%
        of the LTIP Award target. The amount so calculated shall then be
        prorated pursuant to Subsection (e) above, based on the Eligible
        Employee's period of Active Service prior to his or her separation from
        employment.

                (ii) The portion of the LTIP Award attributable to the period
        after the Change in Control shall be calculated on the basis of 100% of
        the LTIP Award target. The amount so calculated shall be prorated
        pursuant to Subsection (e) above, based on the remainder of the LTIP
        Award Period after the Eligible Employee's separation from employment.
        The amount so calculated shall then be multiplied by 50%.

Any prorated Accrued LTIP Award payable pursuant to this subsection (g) is
payable at the same time as the Eligible Employee's severance is paid. This
Subsection (g) shall also apply if the Plan is terminated within three years
after a Change in Control.


        SECTION 5. AWARDS FOR CERTAIN EMPLOYEES

        Notwithstanding any other provision of the Plan to the contrary, the
Accrued STIP Awards and the Accrued LTIP Awards of any Eligible Employee who, as
of the end of a 12-month STIP Award Period, is a Covered Employee shall be
determined as follows:

                (a) The sum of (i) the STIP Awards for such STIP Award Period
and (ii) the LTIP Awards for the LTIP Award Period ending with such STIP Award
Period, payable in each 



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case to all Covered Employees, shall be equal to 0.6% of the Corporation's
proportionate operating cash flow for such STIP Award Period;

                (b) The aggregate amount determined pursuant to Subsection (a)
above shall be allocated among all Covered Employees pro rata based on each
Covered Employee's Base Pay at the beginning of such STIP Award Period; and

                (c) The C&P Committee shall have the discretion to reduce the
STIP Award or LTIP Award, or both, for any Covered Employee based on financial
performance criteria, individual performance criteria or any other criteria the
C&P Committee deems appropriate.


        SECTION 6. ADMINISTRATION

        The Plan shall be administered by the C&P Committee. The C&P Committee
in its sole discretion shall make such rules, interpretations and computations
as it may deem appropriate. Any decision of the C&P Committee with respect to
the Plan, including (without limitation) any determination of eligibility to
receive a STIP Award or LTIP Award and any calculation of the amount of a STIP
Award or LTIP Award, shall be conclusive and binding on all persons.


        SECTION 7. AMENDMENT AND TERMINATION

        The C&P Committee may amend or terminate the Plan at any time, to be
effective at such date as the C&P Committee designates. Any amendment or
termination may affect present and future Eligible Employees. The Corporation's
Vice President--Human Resources & Corporate Services, with the approval of the
Senior Vice President--Legal and External Affairs and Secretary, shall be
authorized to make minor or administrative changes to the Plan.


        SECTION 8. GENERAL PROVISIONS

                (a) Reorganizations. In the event of any change in the
outstanding shares of capital stock of the Corporation by reason of any stock
dividend or split, recapitalization, merger, reorganization, acquisition, sale
of assets, spin-off, consolidation, combination or exchange of shares or any
similar event, the C&P Committee may make such adjustments as it deems
appropriate to the performance criteria for any STIP Award Period or LTIP Award
Period not yet completed. Any such adjustments, once adopted by the C&P
Committee, shall be conclusive and binding on all persons.

                (b) No Employment Rights. Nothing in the Plan shall be deemed to
give any individual any right to remain in the employ of the Corporation or any
Participating Entity. The Corporation and Participating Entities reserve the
right to terminate any individual's employment at any time, with or without
Cause.

                (c) Choice of Law. The validity, interpretation, construction
and performance of the Plan shall be governed under the laws of the State of
California (without regard to their choice-of-law provisions).



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        SECTION 9.    DEFINITIONS

                (a) "Accrued LTIP Award" means the amount of an LTIP Award that
has been determined and is payable.

                (b) "Accrued STIP Award" means the amount of a STIP Award that
has been determined and is payable.

                (c) "Active Service" means each day on which an individual is
actively at work as a common-law employee of the Corporation, a Participating
Entity or any member of the Corporation's Controlled Group and each day on which
such individual is absent from such active work but is entitled to payment on
account of paid leave of absence, vacation, holiday or jury duty.

                (d) "Base Pay" means an Eligible Employee's base rate of annual
salary or wages, without reduction for deferrals made under any plans or
programs of the Controlled Group.

                (e) "Beneficiary" means one or more persons designated by the
Eligible Employee in writing on the form prescribed by the Corporation for this
purpose. A beneficiary designation may be replaced or withdrawn at any time. No
beneficiary designation shall be valid unless it has been signed and received by
the Corporation on the prescribed form prior to the Eligible Employee's death.

                (f) "Board" means the Board of Directors of the Corporation.

                (g) "C&P Committee" means the Compensation and Personnel
Committee of the Board.

                (h) "Cause" means (1) a willful failure by the Eligible Employee
to substantially perform the Eligible Employee's duties under any written
agreement governing his or her employment (an "employment agreement') with a
Participating Entity, other than a failure resulting from the Eligible
Employee's complete or partial incapacity due to physical or mental illness or
impairment, (2) a willful act by the Eligible Employee that constitutes gross
misconduct and that is injurious to a Participating Entity, (3) a willful breach
by the Eligible Employee of a material provision of his or her employment
agreement (if any) or (4) a material and willful violation of a federal and
state law or regulation applicable to the business of a Participating Entity. No
act, or failure to act, by the Eligible Employee shall be considered "willful"
unless committed without good faith and without a reasonable belief that the act
or omission was in the Participating Entity's best interest.

                (i) "Change in Control" shall have the meaning given to such
term in the AirTouch Communications, Inc. 1993 Long-Term Stock Incentive Plan,
as amended from time to time.

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



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                (k) "Controlled Group" means the group of corporations and
unincorporated trades or businesses, each member of which is at least 80% owned,
directly or indirectly, by the Corporation.

                (l) "Corporation" means AirTouch Communications, Inc., a
Delaware corporation.

                (m) "Covered Employee" means any individual who, on the last day
of the taxable year, is the Chief Executive Officer of the Corporation or is
acting in such capacity or who is among the four highest compensated officers of
the Corporation (other than the Chief Executive Officer), as defined in Treasury
Regulations Section 1.162-27(c)(2).

                (n) "Disability" means total and permanent disability, as
defined under the terms of the long-term disability plan of the applicable
Participating Entity.

                (o) "Eligible Employee" is defined in Section 2.

                (p) "Employee" means an individual who is classified by a
Participating Entity as a regular full-time or part-time employee of the
Participating Entity and who is not: 

                (i) A commissioned salesperson employed by AirTouch Paging;

                (ii) Included in a unit of employees covered by a collective
        bargaining agreement under which the Employee is not eligible to
        participate in the Plan; or

                (iii) A nonresident alien with respect to the United States;
        provided that this Paragraph (iii) shall not apply to an Employee whom
        the C&P Committee has designated in writing as an Eligible Employee.

An individual's status as an Employee shall be determined by the C&P Committee,
and such determination shall be conclusive and binding on all persons.

                (q) "LTIP" means the component of the Plan described in 
Section 4.

                (r) "LTIP Award" means an award under the LTIP.

                (s) "LTIP Award Period" means a period of three consecutive
calendar years or, if different, three consecutive fiscal years of the
Corporation. Two or three overlapping LTIP Award Periods may be in effect at the
same time.

                (t) "Participating Entity" means the Corporation and each of its
subsidiaries and affiliates that elects to participate in the Plan. In addition,
a particular division or separate operating unit of the Corporation or any of
its subsidiaries or affiliates may be designated as a separate Participating
Entity by the corporation of which it is a part.

                (u) "Plan" means this AirTouch Communications Incentive Plan,
which includes the LTIP and the STIP.




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                (v) "Retirement" means a termination of employment (i) from a
Participating Entity at an age and with employment service that would entitle
the individual to a Service Pension under the AirTouch Communications Employees
Pension Plan if the individual were a participant in such Pension Plan or (ii)
under circumstances designated as a Retirement by the C&P Committee at its sole
discretion.

                (w) "Severance" means a termination of employment with severance
benefits under the AirTouch Communications Severance Plan or Change in Control
Severance Plan (i) within two years following a Change in Control or (ii) under
circumstances designated as a Severance by the Vice President - Human Resources
and Corporate Services (or his or her successor) at his or her sole discretion.

                (x) "SMG" means the Senior Management Group of the Corporation,
as determined by the C&P Committee from time to time, provided that a member of
such Senior Management Group who is seconded to (or employed by) a joint venture
in which a member of the Controlled Group participates shall not be considered a
member of the SMG for purposes of the Plan.

                (y) "STIP" means the component of the Plan described in
Section 3.

                (z) "STIP Award" means an award under the STIP.

                (aa) "STIP Award Period" means the calendar year or, if
different, the Corporation's fiscal year, provided that the C&P Committee may
determine that "STIP Award Period" shall mean each of the first and second
halves of the calendar year or, if different, the first and second halves of the
Corporation's fiscal year. The C&P Committee may make such a determination with
respect to all Eligible Employees or certain groups of Eligible Employees.


        SECTION 10. EXECUTION

        To record the amendment and restatement of the Plan, effective as of
January 1, 1998, the Corporation has caused its duly authorized officer to affix
the corporate name hereto.


                                            AIRTOUCH COMMUNICATIONS, INC.


                                            By:    /s/ TERRY KRAMER
                                               ---------------------------------

                                                 Vice President Human Resources
                                            Its:      and Corporate Services
                                               ---------------------------------



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