<PAGE>   1
                                EXHIBIT 10.33

                          AIRTOUCH COMMUNICATIONS, INC.

                       1993 LONG-TERM STOCK INCENTIVE PLAN

      (Second Amendment and Restatement Effective as of December 15, 1994)
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
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ARTICLE 1.          INTRODUCTION.............................................  1

ARTICLE 2.          ADMINISTRATION...........................................  1

    2.1        Committee Composition.........................................  1

    2.2        Committee Responsibilities....................................  2

ARTICLE 3.          SHARES AVAILABLE FOR GRANTS..............................  2

    3.1        Basic Limitation..............................................  2

    3.2        Additional Shares.............................................  2

    3.3        Dividend Equivalents..........................................  2

ARTICLE 4.          ELIGIBILITY..............................................  2

    4.1        General Rules.................................................  2

    4.2        Outside Directors.............................................  2

    4.3        Incentive Stock Options.......................................  3

    4.4        Grants Related to Spin-Off....................................  3

ARTICLE 5.          OPTIONS..................................................  4

    5.1        Stock Option Agreement........................................  4

    5.2        Number of Shares..............................................  4

    5.3        Exercise Price................................................  4

    5.4        Exercisability and Term.......................................  4

    5.5        Effect of Change in Control...................................  5

    5.6        Modification or Assumption of Options.........................  5
</TABLE>

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<TABLE>
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ARTICLE 6.          PAYMENT FOR OPTION SHARES..............................  5

    6.1        General Rule................................................  5

    6.2        Surrender of Stock..........................................  5

    6.3        Exercise/Sale...............................................  5

    6.4        Exercise/Pledge.............................................  5

    6.5        Promissory Note.............................................  6

    6.6        Other Forms of Payment......................................  6

ARTICLE 7.          STOCK APPRECIATION RIGHTS..............................  6

    7.1        SAR Agreement...............................................  6

    7.2        Number of Shares............................................  6

    7.3        Exercise Price..............................................  6

    7.4        Exercisability and Term.....................................  6

    7.5        Effect of Change in Control.................................  6

    7.6        Exercise of SARs............................................  7

    7.7        Modification or Assumption of SARs..........................  7

ARTICLE 8.          RESTRICTED SHARES AND STOCK UNITS......................  7

    8.1        Time, Amount and Form of Awards.............................  7

    8.2        Payment for Awards..........................................  7

    8.3        Vesting Conditions..........................................  7

    8.4        Form and Time of Settlement of Stock Units..................  8

    8.5        Death of Recipient..........................................  8

    8.6        Creditors' Rights............................................ 8
</TABLE>


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<TABLE>
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ARTICLE 9.          VOTING AND DIVIDEND RIGHTS.............................   8
                                                                            
    9.1        Restricted Shares...........................................   8
                                                                            
    9.2        Stock Units.................................................   8
                                                                            
ARTICLE 10.         PROTECTION AGAINST DILUTION............................   9
                                                                            
    10.1       Adjustments.................................................   9
                                                                            
    10.2       Reorganizations.............................................   9
                                                                            
ARTICLE 11.         AWARDS UNDER OTHER PLANS...............................   9
                                                                            
ARTICLE 12.         PAYMENT OF DIRECTOR'S FEES IN SECURITIES...............   9
                                                                            
    12.1       Effective Date..............................................   9
                                                                            
    12.2       Elections to Receive NSOs or Stock Units....................  10
                                                                            
    12.3       Number and Terms of NSOs....................................  10
                                                                            
    12.4       Number and Terms of Stock Units.............................  10
                                                                            
ARTICLE 13.         LIMITATION ON RIGHTS...................................  10
                                                                            
    13.1       Retention Rights............................................  10
                                                                            
    13.2       Stockholders' Rights........................................  10
                                                                            
    13.3       Regulatory Requirements.....................................  10
                                                                            
ARTICLE 14.         LIMITATION ON PAYMENTS.................................  11
                                                                            
    14.1       Basic Rule..................................................  11
                                                                            
    14.2       Reduction of Payments.......................................  11
                                                                            
    14.3       Overpayments and Underpayments..............................  11
                                                                            
    14.4       Related Corporations........................................  12
</TABLE>


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<TABLE>
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ARTICLE 15.         WITHHOLDING TAXES......................................  12
                                                                            
    15.1       General.....................................................  12
                                                                            
    15.2       Share Withholding...........................................  12
                                                                            
ARTICLE 16.         ASSIGNMENT OR TRANSFER OF AWARDS.......................  12
                                                                            
    16.1       General.....................................................  12
                                                                            
    16.2       Trusts......................................................  12
                                                                            
ARTICLE 17.         FUTURE OF THE PLAN.....................................  13
                                                                            
    17.1       Term of the Plan............................................  13
                                                                            
    17.2       Amendment or Termination....................................  13
                                                                            
ARTICLE 18.         DEFINITIONS............................................  13
                                                                            
ARTICLE 19.         EXECUTION..............................................  17
</TABLE>
                                                                           

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                          AIRTOUCH COMMUNICATIONS, INC.

                       1993 LONG-TERM STOCK INCENTIVE PLAN

                        (Second Amendment and Restatement

                       Effective as of December 15, 1994)

         ARTICLE 1. INTRODUCTION.

         The Plan was adopted by the board of directors of the Company's
predecessor on June 25, 1993, and most recently approved by the majority
stockholder of the Company's predecessor on February 16, 1994. The Plan was most
recently amended and restated on May 16, 1995, effective as of December 15,
1994.

         The purpose of the Plan is to promote the long-term success of the
Company and the creation of stockholder value by (a) encouraging Key Employees
to focus on critical long-range objectives, (b) encouraging the attraction and
retention of Key Employees with exceptional qualifications and (c) linking Key
Employees directly to stockholder interests through increased stock ownership.
The Plan seeks to achieve this purpose by providing for Awards in the form of
Restricted Shares, Stock Units, Options (which may constitute incentive stock
options or nonstatutory stock options) or stock appreciation rights.

         The Plan shall be governed by, and construed in accordance with, the
laws of the State of Delaware (except their choice-of-law provisions).

         ARTICLE 2. ADMINISTRATION.

         2.1 Committee Composition. The Plan shall be administered by the
Committee. The Committee shall consist of two or more disinterested directors of
the Company, who shall be appointed by the Board. A member of the Board shall be
deemed to be "disinterested" only if he or she satisfies (a) such requirements
as the Securities and Exchange Commission may establish for disinterested
administrators acting under plans intended to qualify for exemption under Rule
16b-3 (or its successor) under the Exchange Act and (b) such requirements as the
Internal Revenue Service may establish for outside directors acting under plans
intended to qualify for exemption under section 162(m)(4)(C) of the Code. An
Outside Director shall not fail to be "disinterested" solely because he or she
receives the NSO grants described in Section 4.2 or makes an election under
Article 12. The Board may also appoint one or more separate committees of the
Board, each composed of one or more directors of the Company who need not be
disinterested, who may administer the Plan with respect to Key Employees who are
not considered officers or directors of the Company under section 16 of the
Exchange Act, may grant Awards under the Plan to such Key Employees and may
determine all terms of such Awards.


                                                                          Page 1
<PAGE>   7
         2.2 Committee Responsibilities. The Committee shall (a) select the Key
Employees who are to receive Awards under the Plan, (b) determine the type,
number, vesting requirements and other features and conditions of such Awards,
(c) interpret the Plan and (d) make all other decisions relating to the
operation of the Plan. The Committee may adopt such rules or guidelines as it
deems appropriate to implement the Plan. The Committee's determinations under
the Plan shall be final and binding on all persons.

         ARTICLE 3. SHARES AVAILABLE FOR GRANTS.

         3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be
authorized but unissued shares or treasury shares. The aggregate number of
Restricted Shares, Stock Units, Options and SARs awarded under the Plan shall
not exceed 24,000,000. The limitation of this Section 3.1 shall be subject to
adjustment pursuant to Article 10.

         3.2 Additional Shares. If Stock Units, Options or SARs are forfeited or
if Options or SARs terminate for any other reason before being exercised, then
such Stock Units, Options or SARs shall again become available for Awards under
the Plan. If SARs are exercised, then only the number of Common Shares (if any)
actually issued in settlement of such SARs shall reduce the number available
under Section 3.1 and the balance shall again become available for Awards under
the Plan. If Restricted Shares are forfeited before any dividends have been paid
with respect to such Restricted Shares, then such Restricted Shares shall again
become available for Awards under the Plan.

         3.3 Dividend Equivalents. Any dividend equivalents distributed under
the Plan shall not be applied against the number of Restricted Shares, Stock
Units, Options or SARs available for Awards, whether or not such dividend
equivalents are converted into Stock Units.

         ARTICLE 4. ELIGIBILITY.

         4.1 General Rules. Only Key Employees (including, without limitation,
independent contractors who are not members of the Board) shall be eligible for
designation as Participants by the Committee. Key Employees who are Outside
Directors shall only be eligible for the grant of the NSOs described in Section
4.2 and for making an election described in Article 12.

         4.2 Outside Directors. Any other provision of the Plan notwithstanding,
the participation of Outside Directors in the Plan shall be subject to the
following restrictions:

             (a) Outside Directors shall receive no Awards except as described
         in this Section 4.2 and Article 12.

             (b) Each Outside Director who first becomes a member of the Board
         on or after February 25, 1994, shall receive a one-time grant of an NSO
         covering 


                                                                          Page 2
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         10,000 Common Shares (subject to adjustment under Article 10). Such NSO
         shall be granted on the date when such Outside Director first joins the
         Board.

             (c) Upon the conclusion of each regular annual meeting of the
         Company's stockholders in 1995 and subsequent years, each Outside
         Director who will continue serving as a member of the Board after such
         meeting shall receive an NSO covering 1,000 Common Shares (subject to
         adjustment under Article 10). The foregoing notwithstanding, an Outside
         Director shall not receive a grant under this Subsection (c) if he or
         she has received a grant under Subsection (b) above earlier in the same
         calendar year.

             (d) All NSOs granted to an Outside Director under this Section 4.2
         shall become exercisable in full on the first anniversary of the date
         of grant. Such NSOs shall also become exercisable in full in the event
         of (i) the termination of such Outside Director's service because of
         death or total and permanent disability or (ii) a Change in Control
         with respect to the Company.

             (e) The Exercise Price under all NSOs granted to an Outside
         Director under this Section 4.2 shall be equal to 100% of the Fair
         Market Value of a Common Share on the date of grant, payable in one of
         the forms described in Sections 6.1, 6.2, 6.3 and 6.4.

             (f) All NSOs granted to an Outside Director under this Section 4.2
         shall terminate on the earliest of (i) the 10th anniversary of the date
         of grant, (ii) the date three months after the termination of such
         Outside Director's service for any reason other than death, total and
         permanent disability or Retirement, (iii) the date 12 months after the
         termination of such Outside Director's service because of death or (iv)
         the date 36 months after the termination of such Outside Director's
         service because of total and permanent disability or Retirement.

             (g) NSOs granted under Subsection (b) above shall also terminate 30
         days after the date of grant unless the Outside Director demonstrates
         to the Company's satisfaction that he or she beneficially owned Common
         Shares with a Fair Market Value of $100,000 or more on any date within
         30 days after the date of grant.

         4.3 Incentive Stock Options. Only Key Employees who are common-law
employees of the Company, a Parent or a Subsidiary shall be eligible for the
grant of ISOs. In addition, a Key Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or any
of its Parents or Subsidiaries shall not be eligible for the grant of an ISO
unless the requirements set forth in section 422(c)(6) of the Code are
satisfied.

         4.4 Grants Related to Spin-Off. Any other provision of this Article 4
notwithstanding, pursuant to a written agreement between the Company's
predecessor and Pacific 


                                                                          Page 3
<PAGE>   9
Telesis Group, Awards under the Plan may be made to any individual in order to
supplement or replace stock options or long-term incentive awards which were
granted to such individual under a plan of Pacific Telesis Group or of the
Company's predecessor and which are subject to adjustment in connection with the
distribution of Common Shares to the shareholders of Pacific Telesis Group.

         ARTICLE 5. OPTIONS.

         5.1 Stock Option Agreement. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms of the Plan and
may be subject to any other terms that are not inconsistent with the Plan. The
Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical. Options may be granted in consideration of a cash payment
or in consideration of a reduction in the Optionee's other compensation. A Stock
Option Agreement may provide that new Options will be granted automatically to
the Optionee when he or she exercises the prior Options.

         5.2 Number of Shares. Each Stock Option Agreement shall specify the
number of Common Shares subject to the Option and shall provide for the
adjustment of such number in accordance with Article 10. Options granted to any
Optionee in a single calendar year shall in no event cover more than 500,000
Common Shares, subject to adjustment in accordance with Article 10.

         5.3 Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price; provided that the Exercise Price under an ISO shall in no event
be less than 100% of the Fair Market Value of a Common Share on the date of
grant and the Exercise Price under an NSO shall in no event be less than the par
value of the Common Shares subject to such NSO. In the case of an NSO, a Stock
Option Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the NSO is outstanding.

         5.4 Exercisability and Term. Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option; provided that
the term of an ISO shall in no event exceed 10 years from the date of grant. A
Stock Option Agreement may provide for accelerated exercisability in the event
of the Optionee's death, disability or retirement or other events and may
provide for expiration prior to the end of its term in the event of the
termination of the Optionee's service. Options may be awarded in combination
with SARs, and such an Award may provide that the Options will not be
exercisable unless the related SARs are forfeited. NSOs may also be awarded in
combination with Restricted Shares or Stock Units, and such an Award may provide
that the NSOs will not be exercisable unless the related Restricted Shares or
Stock Units are forfeited.



                                                                          Page 4
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         5.5 Effect of Change in Control. The Committee may determine, at the
time of granting an Option or thereafter, that such Option shall become fully
exercisable as to all Common Shares subject to such Option in the event that a
Change in Control occurs with respect to the Company. If the Committee finds
that there is a reasonable possibility that, within the succeeding six months, a
Change in Control will occur with respect to the Company, then the Committee at
its sole discretion may determine that any or all outstanding Options shall
become fully exercisable as to all Common Shares subject to such Options.

         5.6 Modification or Assumption of Options. Within the limitations of
the Plan, the Committee may modify, extend or assume outstanding options or may
accept the cancellation of outstanding options (whether granted by the Company
or by another issuer) in return for the grant of new options for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his or her rights or obligations under
such Option.

         ARTICLE 6. PAYMENT FOR OPTION SHARES.

         6.1 General Rule. The entire Exercise Price of Common Shares issued
upon exercise of Options shall be payable in cash at the time when such Common
Shares are purchased, except as follows:

             (a) In the case of an ISO granted under the Plan, payment shall be
         made only pursuant to the express provisions of the applicable Stock
         Option Agreement. The Stock Option Agreement may specify that payment
         may be made in any form(s) described in this Article 6.

             (b) In the case of an NSO, the Committee may at any time accept
         payment in any form(s) described in this Article 6.

         6.2 Surrender of Stock. To the extent that this Section 6.2 is
applicable, payment for all or any part of the Exercise Price may be made with
Common Shares which have already been owned by the Optionee for more than six
months. Such Common Shares shall be valued at their Fair Market Value on the
date when the new Common Shares are purchased under the Plan.

         6.3 Exercise/Sale. To the extent that this Section 6.3 is applicable,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Common Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.

         6.4 Exercise/Pledge. To the extent that this Section 6.4 is applicable,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Common Shares to a securities broker or lender
approved by the Company, as security for 


                                                                          Page 5
<PAGE>   11
a loan, and to deliver all or part of the loan proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.

         6.5 Promissory Note. To the extent that this Section 6.5 is applicable,
payment may be made with a full-recourse promissory note; provided that the par
value of the Common Shares shall be paid in cash.

         6.6 Other Forms of Payment. To the extent that this Section 6.6 is
applicable, payment may be made in any other form that is consistent with
applicable laws, regulations and rules.

         ARTICLE 7. STOCK APPRECIATION RIGHTS.

         7.1 SAR Agreement. Each grant of an SAR under the Plan shall be
evidenced by an SAR Agreement between the Optionee and the Company. Such SAR
shall be subject to all applicable terms of the Plan and may be subject to any
other terms that are not inconsistent with the Plan. The provisions of the
various SAR Agreements entered into under the Plan need not be identical. SARs
may be granted in consideration of a reduction in the Optionee's other
compensation.

         7.2 Number of Shares. Each SAR Agreement shall specify the number of
Common Shares to which the SAR pertains and shall provide for the adjustment of
such number in accordance with Article 10. SARs granted to any Optionee in a
single calendar year shall in no event pertain to more than 500,000 Common
Shares, subject to adjustment in accordance with Article 10.

         7.3 Exercise Price. Each SAR Agreement shall specify the Exercise
Price. An SAR Agreement may specify an Exercise Price that varies in accordance
with a predetermined formula while the SAR is outstanding.

         7.4 Exercisability and Term. Each SAR Agreement shall specify the date
when all or any installment of the SAR is to become exercisable. The SAR
Agreement shall also specify the term of the SAR. An SAR Agreement may provide
for accelerated exercisability in the event of the Optionee's death, disability
or retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee's service. SARs may
also be awarded in combination with Options, Restricted Shares or Stock Units,
and such an Award may provide that the SARs will not be exercisable unless the
related Options, Restricted Shares or Stock Units are forfeited. An SAR may be
included in an ISO only at the time of grant but may be included in an NSO at
the time of grant or at any subsequent time, but not later than six months
before the expiration of such NSO. An SAR granted under the Plan may provide
that it will be exercisable only in the event of a Change in Control.

         7.5 Effect of Change in Control. The Committee may determine, at the
time of granting an SAR or thereafter, that such SAR shall become fully
exercisable as to all Common 


                                                                          Page 6
<PAGE>   12
Shares subject to such SAR in the event that a Change in Control occurs with
respect to the Company. If the Committee finds that there is a reasonable
possibility that, within the succeeding six months, a Change in Control will
occur with respect to the Company, then the Committee at its sole discretion may
determine that any or all outstanding SARs shall become fully exercisable as to
all Common Shares subject to such SARs.

         7.6 Exercise of SARs. The exercise of an SAR shall be subject to the
restrictions imposed by Rule 16b-3 (or its successor) under the Exchange Act, if
applicable. If, on the date when an SAR expires, the Exercise Price under such
SAR is less than the Fair Market Value on such date but any portion of such SAR
has not been exercised or surrendered, then such SAR shall automatically be
deemed to be exercised as of such date with respect to such portion. Upon
exercise of an SAR, the Optionee (or any person having the right to exercise the
SAR after his or her death) shall receive from the Company (a) Common Shares,
(b) cash or (c) a combination of Common Shares and cash, as the Committee shall
determine. The amount of cash and/or the Fair Market Value of Common Shares
received upon exercise of SARs shall, in the aggregate, be equal to the amount
by which the Fair Market Value (on the date of surrender) of the Common Shares
subject to the SARs exceeds the Exercise Price.

         7.7 Modification or Assumption of SARs. Within the limitations of the
Plan, the Committee may modify, extend or assume outstanding SARs or may accept
the cancellation of outstanding SARs (whether granted by the Company or by
another issuer) in return for the grant of new SARs for the same or a different
number of shares and at the same or a different exercise price. The foregoing
notwithstanding, no modification of an SAR shall, without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR.

         ARTICLE 8. RESTRICTED SHARES AND STOCK UNITS.

         8.1 Time, Amount and Form of Awards. Awards under the Plan may be
granted in the form of Restricted Shares, in the form of Stock Units, or in any
combination of both. Restricted Shares or Stock Units may also be awarded in
combination with NSOs or SARs, and such an Award may provide that the Restricted
Shares or Stock Units will be forfeited in the event that the related NSOs or
SARs are exercised.

         8.2 Payment for Awards. To the extent that an Award is granted in the
form of newly issued Restricted Shares, the Award recipient, as a condition to
the grant of such Award, shall be required to provide consideration to the
Company in the form of cash or services rendered in an amount equal to the par
value of such Restricted Shares. To the extent that an Award is granted in the
form of Restricted Shares from the Company's treasury or in the form of Stock
Units, no consideration shall be required of the Award recipients.

         8.3 Vesting Conditions. Each Award of Restricted Shares or Stock Units
shall become vested, in full or in installments, upon satisfaction of the
conditions specified in the Stock Award Agreement. A Stock Award Agreement may
provide for accelerated vesting in the event of the Participant's death,
disability or retirement or other events. The Committee may 


                                                                          Page 7
<PAGE>   13
determine, at the time of making an Award or thereafter, that such Award shall 
become fully vested in the event that a Change in Control occurs with respect to
the Company.

         8.4 Form and Time of Settlement of Stock Units. Settlement of vested
Stock Units may be made in the form of (a) cash, (b) Common Shares or (c) any
combination of both. The actual number of Stock Units eligible for settlement
may be larger or smaller than the number included in the original Award, based
on predetermined performance factors. Methods of converting Stock Units into
cash may include (without limitation) a method based on the average Fair Market
Value of Common Shares over a series of trading days. Vested Stock Units may be
settled in a lump sum or in installments. The distribution may occur or commence
when all vesting conditions applicable to the Stock Units have been satisfied or
have lapsed, or it may be deferred to any later date. The amount of a deferred
distribution may be increased by an interest factor or by dividend equivalents.
Until an Award of Stock Units is settled, the number of such Stock Units shall
be subject to adjustment pursuant to Article 10.

         8.5 Death of Recipient. Any Stock Units Award that becomes payable
after the recipient's death shall be distributed to the recipient's beneficiary
or beneficiaries. Each recipient of a Stock Units Award under the Plan shall
designate one or more beneficiaries for this purpose by filing the prescribed
form with the Company. A beneficiary designation may be changed by filing the
prescribed form with the Company at any time before the Award recipient's death.
If no beneficiary was designated or if no designated beneficiary survives the
Award recipient, then any Stock Units Award that becomes payable after the
recipient's death shall be distributed to the recipient's estate.

         8.6 Creditors' Rights. A holder of Stock Units shall have no rights
other than those of a general creditor of the Company. Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Award Agreement.

         ARTICLE 9. VOTING AND DIVIDEND RIGHTS.

         9.1 Restricted Shares. The holders of Restricted Shares awarded under
the Plan shall have the same voting, dividend and other rights as the Company's
other stockholders. A Stock Award Agreement, however, may require that the
holders of Restricted Shares invest any cash dividends received in additional
Restricted Shares. Such additional Restricted Shares shall be subject to the
same conditions and restrictions as the Award with respect to which the
dividends were paid. Such additional Restricted Shares shall not reduce the
number of Common Shares available under Article 3.

         9.2 Stock Units. The holders of Stock Units shall have no voting
rights. Prior to settlement or forfeiture, any Stock Unit awarded under the Plan
may, at the Committee's discretion, carry with it a right to dividend
equivalents. Such right entitles the holder to be credited with an amount equal
to all cash dividends paid on one Common Share while the Stock Unit is
outstanding. Dividend equivalents may be converted into additional Stock Units.


                                                                          Page 8
<PAGE>   14
Settlement of dividend equivalents may be made in the form of cash, in the form
of Common Shares, or in a combination of both. Prior to distribution, any
dividend equivalents which are not paid shall be subject to the same conditions
and restrictions as the Stock Units to which they attach.

         ARTICLE 10. PROTECTION AGAINST DILUTION.

         10.1 Adjustments. In the event of a subdivision of the outstanding
Common Shares, a declaration of a dividend payable in Common Shares, a
declaration of a dividend payable in a form other than Common Shares in an
amount that has a material effect on the price of Common Shares, a combination
or consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a lesser number of Common Shares, a recapitalization, a spin-off
or a similar occurrence, the Committee shall make such adjustments as it, in its
sole discretion, deems appropriate in one or more of (a) the number of Options,
SARs, Restricted Shares and Stock Units available for future Awards under
Article 3, (b) the limitations set forth in Sections 5.2 and 7.2, (c) the number
of NSOs to be granted to Outside Directors under Section 4.2, (d) the number of
Stock Units included in any prior Award which has not yet been settled, (e) the
number of Common Shares covered by each outstanding Option and SAR, or (f) the
Exercise Price under each outstanding Option and SAR. Except as provided in this
Article 10, a Participant shall have no rights by reason of any issue by the
Company of stock of any class or securities convertible into stock of any class,
any subdivision or consolidation of shares of stock of any class, the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class.

         10.2 Reorganizations. In the event that the Company is a party to a
merger or other reorganization, outstanding Options, SARs, Restricted Shares and
Stock Units shall be subject to the agreement of merger or reorganization. Such
agreement may provide, without limitation, for the assumption of outstanding
Awards by the surviving corporation or its parent, for their continuation by the
Company (if the Company is a surviving corporation), for accelerated vesting and
accelerated expiration, or for settlement in cash.

         ARTICLE 11. AWARDS UNDER OTHER PLANS.

         The Company may grant awards under other plans or programs. Such awards
may be settled in the form of Common Shares issued under this Plan. Such Common
Shares shall be treated for all purposes under the Plan like Common Shares
issued in settlement of Stock Units and shall, when issued, reduce the number of
Common Shares available under Article 3.

         ARTICLE 12. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

         12.1 Effective Date. No provision of this Article 12 shall be effective
unless and until the Board has determined to implement such provision.


                                                                          Page 9
<PAGE>   15
         12.2 Elections to Receive NSOs or Stock Units. An Outside Director may
elect to receive his or her annual retainer payments and meeting fees from the
Company in the form of cash, NSOs, Stock Units, or a combination thereof. Such
NSOs and Stock Units shall be issued under the Plan. An election under this
Article 12 shall be filed with the Company on the prescribed form. The election
shall apply only to annual retainers and meeting fees payable at least six
months after such form has been received by the Company. The election may be
amended or canceled by filing a new form with the Company, but the new form
shall apply only to annual retainers and meeting fees payable at least six
months after it has been received by the Company.

         12.3 Number and Terms of NSOs. The number of NSOs to be granted to
Outside Directors in lieu of annual retainers and meeting fees that would
otherwise be paid in cash shall be calculated in a manner determined by the
Board. The terms of such NSOs shall also be determined by the Board.

         12.4 Number and Terms of Stock Units. The number of Stock Units to be
granted to Outside Directors shall be calculated by dividing the amount of the
annual retainer or the meeting fee that would otherwise be paid in cash by the
arithmetic mean of the Fair Market Values of a Common Share on the 10
consecutive trading days ending with the date when such retainer or fee is
payable. The terms of such Stock Units shall be determined by the Board.

         ARTICLE 13. LIMITATION ON RIGHTS.

         13.1 Retention Rights. Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain an employee,
consultant or director of the Company, a Parent, a Subsidiary or an Affiliate.
The Company and its Parents and Subsidiaries reserve the right to terminate the
service of any employee, consultant or director at any time, with or without
cause, subject to applicable laws, the Company's certificate of incorporation
and by-laws and a written employment agreement (if any).

         13.2 Stockholders' Rights. A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the issuance of a stock certificate for
such Common Shares. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such certificate is
issued, except as expressly provided in Articles 8, 9 and 10.

         13.3 Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration, qualification or listing
or to an exemption from registration, qualification or listing.



                                                                         Page 10
<PAGE>   16
         ARTICLE 14. LIMITATION ON PAYMENTS.

         14.1 Basic Rule. Any provision of the Plan to the contrary
notwithstanding, in the event that the independent auditors most recently
selected by the Board (the "Auditors") determine that any payment or transfer by
the Company to or for the benefit of a Participant, whether paid or payable (or
transferred or transferable) pursuant to the terms of this Plan or otherwise (a
"Payment"), would be nondeductible by the Company for federal income tax
purposes because of the provisions concerning "excess parachute payments" in
section 280G of the Code, then the aggregate present value of all Payments shall
be reduced (but not below zero) to the Reduced Amount; provided that the
Committee, at the time of making an Award under this Plan or at any time
thereafter, may specify in writing that such Award shall not be so reduced and
shall not be subject to this Article 14. For purposes of this Article 14, the
"Reduced Amount" shall be the amount, expressed as a present value, which
maximizes the aggregate present value of the Payments without causing any
Payment to be nondeductible by the Company because of section 280G of the Code.

         14.2 Reduction of Payments. If the Auditors determine that any Payment
would be nondeductible by the Company because of section 280G of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the detailed calculation thereof and of the Reduced Amount, and the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
advise the Company in writing of his or her election within 10 days of receipt
of notice. If no such election is made by the Participant within such 10-day
period, then the Company may elect which and how much of the Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election. For purposes of this Article 14, present
value shall be determined in accordance with section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Article 14 shall be binding upon
the Company and the Participant and shall be made within 60 days of the date
when a payment becomes payable or transferable. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
or transfer to or for the benefit of the Participant such amounts as are then
due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Participant in the future such amounts as become due to him
or her under the Plan.

         14.3 Overpayments and Underpayments. As a result of uncertainty in the
application of section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company which should not have been made (an "Overpayment") or that
additional Payments which will not have been made by the Company could have been
made (an "Underpayment"), consistent in each case with the calculation of the
Reduced Amount hereunder. In the event that the Auditors, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Participant which the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which 


                                                                         Page 11
<PAGE>   17
he or she shall repay to the Company, together with interest at the applicable
federal rate provided in section 7872(f)(2) of the Code; provided, however, that
no amount shall be payable by the Participant to the Company if and to the
extent that such payment would not reduce the amount which is subject to
taxation under section 4999 of the Code. In the event that the Auditors
determine that an Underpayment has occurred, such Underpayment shall promptly be
paid or transferred by the Company to or for the benefit of the Participant,
together with interest at the applicable federal rate provided in section
7872(f)(2) of the Code.

         14.4 Related Corporations. For purposes of this Article 14, the term
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.

         ARTICLE 15. WITHHOLDING TAXES.

         15.1 General. To the extent required by applicable federal, state,
local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.

         15.2 Share Withholding. The Committee may permit a Participant to
satisfy all or part of his or her withholding or income tax obligations by
having the Company withhold all or a portion of any Common Shares that otherwise
would be issued to him or her or by surrendering all or a portion of any Common
Shares that he or she previously acquired. Such Common Shares shall be valued at
their Fair Market Value on the date when taxes otherwise would be withheld in
cash. Any payment of taxes by assigning Common Shares to the Company may be
subject to restrictions, including any restrictions required by rules of the
Securities and Exchange Commission.

         ARTICLE 16. ASSIGNMENT OR TRANSFER OF AWARDS.

         16.1 General. Except as provided in Article 15, an Award granted under
the Plan shall not be anticipated, assigned, attached, garnished, optioned,
transferred or made subject to any creditor's process, whether voluntarily,
involuntarily or by operation of law. An Option or SAR may be exercised during
the lifetime of the Optionee only by him or her or by his or her guardian or
legal representative. Any act in violation of this Article 16 shall be void.
However, this Article 16 shall not preclude a Participant from designating a
beneficiary who will receive any outstanding Awards in the event of the
Participant's death, nor shall it preclude a transfer of Awards by will or by
the laws of descent and distribution.

         16.2 Trusts. Neither this Article 16 nor any other provision of the
Plan shall preclude a Participant from transferring or assigning Restricted
Shares to (a) the trustee of a trust that is revocable by such Participant
alone, both at the time of the transfer or assignment and at all times
thereafter prior to such Participant's death, or (b) the trustee of any other
trust to the extent approved in advance by the Committee in writing. A transfer
or assignment of Restricted Shares from such trustee to any person other than
such Participant shall be permitted only to the extent 


                                                                         Page 12
<PAGE>   18
approved in advance by the Committee in writing, and Restricted Shares held by
such trustee shall be subject to all of the conditions and restrictions set
forth in the Plan and in the applicable Stock Award Agreement, as if such
trustee were a party to such Agreement.

         ARTICLE 17. FUTURE OF THE PLAN.

         17.1 Term of the Plan. The Plan, as set forth herein, shall become
effective on December 15, 1994. The Plan shall remain in effect until it is
terminated under Section 17.2, except that no ISOs shall be granted after
February 15, 2004.

         17.2 Amendment or Termination. The Board may, at any time and for any
reason, amend or terminate the Plan, except that the provisions of Section 4.2
relating to the amount, price and timing of Option grants to Outside Directors
shall not be amended more than once in any six-month period after the IPO. The
Company's Vice President - Human Resources with the approval of the Senior Vice
President - Legal and External Affairs and Secretary, is authorized to make
minor or administrative changes to the Plan. An amendment of the Plan shall be
subject to the approval of the Company's stockholders only to the extent
required by applicable laws, regulations or rules. No Awards shall be granted
under the Plan after the termination thereof. The termination of the Plan, or
any amendment thereof, shall not affect any Award previously granted under the
Plan.

         ARTICLE 18. DEFINITIONS.

         18.1 "Affiliate" means any entity other than a Subsidiary, if the
Company and/or one or more Subsidiaries own not less than 50% of such entity.

         18.2 "Award" means any award of an Option, an SAR, a Restricted Share
or a Stock Unit under the Plan.

         18.3 "Board" means the Company's Board of Directors, as constituted
from time to time.

         18.4 "Change in Control" means the occurrence of any of the following
events:

              (a)  Both:

                         (i) Any "person" (as defined below) is or becomes the
             "beneficial owner" (as defined in Rule 13d-3 under the Exchange
             Act), directly or indirectly, of securities of the Company
             representing at least 20% of the total voting power represented by
             the Company's then outstanding voting securities; and


                                                                         Page 13
<PAGE>   19
                         (ii) The beneficial ownership by such person of
             securities representing such percentage has not been approved by a
             majority of the "continuing directors" (as defined below); or

             (b) Any "person" (as defined below) is or becomes the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
         indirectly, of securities of the Company representing at least 50% of
         the total voting power represented by the Company's then outstanding
         voting securities; or

             (c) A change in the composition of the Board occurs, as a result of
         which fewer than two-thirds of the incumbent directors are directors
         who either:

                         (i) Had been directors of the Company on the "look-back
             date" (as defined below) (the "original directors"); or

                         (ii) Were elected, or nominated for election, to the
             Board with the affirmative votes of at least a majority of the
             aggregate of the original directors who were still in office at the
             time of the election or nomination and the directors whose election
             or nomination was previously so approved (the "continuing
             directors"); or

             (d) The stockholders of the Company approve a merger or
         consolidation of the Company with any other corporation, if such merger
         or consolidation would result in the voting securities of the Company
         outstanding immediately prior thereto representing (either by remaining
         outstanding or by being converted into voting securities of the
         surviving entity) 50% or less of the total voting power represented by
         the voting securities of the Company or such surviving entity
         outstanding immediately after such merger or consolidation; or

             (e) The stockholders of the Company approve (i) a plan of complete
         liquidation of the Company or (ii) an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets.

         For purposes of Subsections (a) and (b) above, the term "person" shall
have the same meaning as when used in sections 13(d) and 14(d) of the Exchange
Act but shall exclude (i) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of the common stock of the
Company.

         For purposes of Subsection (c) above, the term "look-back date" shall
mean the later of (i) April 1, 1994, or (ii) the date 24 months prior to the
date of the event that may constitute a Change in Control.


                                                                         Page 14
<PAGE>   20
         Any other provision of this Section 18.4 notwithstanding, the term
"Change in Control" shall not include either of the following events, if
undertaken at the election of the Company:

             (i) A transaction, the sole purpose of which is to change the state
         of the Company's incorporation; or

             (ii) A transaction, the result of which is to sell all or
         substantially all of the assets of the Company to another corporation
         (the "surviving corporation"); provided that the surviving corporation
         is owned directly or indirectly by the stockholders of the Company
         immediately following such transaction in substantially the same
         proportions as their ownership of the Company's common stock
         immediately preceding such transaction; and provided, further, that the
         surviving corporation expressly assumes this Plan and all outstanding
         Awards.

         18.5 "Code" means the Internal Revenue Code of 1986, as amended.

         18.6 "Committee" means a committee of the Board, as described in
Article 2.

         18.7 "Common Share" means one share of the common stock of the Company.

         18.8 "Company" means AirTouch Communications, Inc., a Delaware
corporation.

         18.9 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         18.10 "Exercise Price," in the case of an Option, means the amount for
which one Common Share may be purchased upon exercise of such Option, as
specified in the applicable Stock Option Agreement. "Exercise Price," in the
case of an SAR, means an amount, as specified in the applicable SAR Agreement,
which is subtracted from the Fair Market Value of one Common Share in
determining the amount payable upon exercise of such SAR.

         18.11 "Fair Market Value" means the market price of Common Shares,
determined by the Committee as follows:

             (a) If the Common Shares were traded over-the-counter on the date
         in question but were not classified as a national market issue, then
         the Fair Market Value shall be equal to the mean between the last
         reported representative bid and asked prices quoted by the Nasdaq
         system for such date;

             (b) If the Common Shares were traded over-the-counter on the date
         in question and were classified as a national market issue, then the
         Fair Market Value shall be equal to the last-transaction price quoted
         by the Nasdaq system for such date;


                                                                         Page 15
<PAGE>   21
             (c) If the Common Shares were traded on a stock exchange on the
         date in question, then the Fair Market Value shall be equal to the
         closing price reported by the applicable composite transactions report
         for such date; and

             (d) If none of the foregoing provisions is applicable, then the
         Fair Market Value shall be determined by the Committee in good faith on
         such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in the Western Edition of The Wall Street
Journal. Such determination shall be conclusive and binding on all persons.

         18.12 "IPO" means the initial public offering of the Company's common
stock pursuant to a Registration Statement on Form S-1 that has been declared
effective by the Securities and Exchange Commission.

         8.13 "ISO" means an incentive stock option described in section 422(b)
of the Code.

         18.14 "Key Employee" means (a) a common-law employee of the Company, a
Parent, a Subsidiary or an Affiliate, (b) an Outside Director and (c) a
consultant or adviser who provides services to the Company, a Parent, a
Subsidiary or an Affiliate as an independent contractor. Service as an Outside
Director, or as an independent contractor shall be considered employment for all
purposes of the Plan, except as provided in Sections 4.2 and 4.3.

         18.15 "NSO" means an employee stock option not described in sections
422 or 423 of the Code.

         18.16 "Option" means an ISO or NSO granted under the Plan and entitling
the holder to purchase one Common Share.

         18.17 "Optionee" means an individual or estate who holds an Option or
SAR.

         18.18 "Outside Director" shall mean a member of the Board who is not a
common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.

         18.19 "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

         18.20 "Participant" means an individual or estate who holds an Award.

         18.21 "Plan" means this AirTouch Communications, Inc. 1993 Long-Term
Stock Incentive Plan, as amended from time to time.


                                                                         Page 16
<PAGE>   22
         18.22 "Restricted Share" means a Common Share awarded under the Plan.

         18.23 "Retirement" means that an Outside Director's service terminates
after he or she has served for three or more years as a member of the Board
and/or as a member of the board of directors of Pacific Telesis Group.

         18.24 "SAR" means a stock appreciation right granted under the Plan.

         18.25 "SAR Agreement" means the agreement between the Company and an
Optionee which contains the terms, conditions and restrictions pertaining to his
or her SAR.

         18.26 "Stock Award Agreement" means the agreement between the Company
and the recipient of a Restricted Share or Stock Unit which contains the terms,
conditions and restrictions pertaining to such Restricted Share or Stock Unit.

         18.27 "Stock Option Agreement" means the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her Option.

         18.28 "Stock Unit" means a bookkeeping entry representing the
equivalent of one Common Share, as awarded under the Plan.

         18.29 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

         ARTICLE 19. EXECUTION.

         To record the amendment and restatement of the Plan by the Board, the
Company has caused its duly authorized officers to affix the corporate name and
seal hereto.

                                            AIRTOUCH COMMUNICATIONS, INC.

                                            By
                                              ----------------------------------

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