EXHIBIT 10.19

                               COMDIAL CORPORATION

                       RETIREMENT BENEFIT RESTORATION PLAN

                              Amended and Restated

                                  July 5, 1999


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                               COMDIAL CORPORATION

                       RETIREMENT BENEFIT RESTORATION PLAN

                                     Purpose

         The Board of  Directors  of  Comdial  Corporation  determined  that the
adoption of the Retirement Benefit Restoration Plan will assist it in attracting
and retaining  those  employees  whose  judgment,  abilities and experience will
contribute to its continued progress.  The Plan is intended to be a plan that is
unfunded  and  maintained  primarily  for  the  purpose  of  providing  deferred
compensation for a "select group of management or highly compensated  employees"
(as such phrase is used in the Employee Retirement Income Security Act of 1974).
The Plan must be administered  and construed in a manner that is consistent with
that intent.

                                    Article I

                                   Definitions

         As used in the Plan,  the  following  phrases  or terms  shall have the
indicated meanings.  Any terms not defined will have the meaning provided in the
Retirement Plan.

         1.1. "Accrued  Benefit" means the benefit  determined under Section 3.1
payable  at  Normal  Retirement  Age  under  the  Retirement  Plan  based on the
Participant's service and compensation at the date of the determination.

         1.2.  "Affiliate" means any entity related to the Company the employees
of which are eligible to participate in the Retirement Plan.

         1.3.  "Average  Compensation"  means  the  average  of a  Participant's
earnings from the Company for the preceding 24 calendar months, as reportable on
Form W-2 adjusted as follows:

                  (a) increased by any elective deferrals made by the Company at
         the direction of Participant; and

                  (b) decreased by (i) any  "Retention  Bonus"  received after a
         "Change  in  Control"  (both  as  defined  in the  Comdial  Corporation
         Executive  Severance  Plan) and (ii) income  recognized with respect to
         Company  stock,  including  income  arising  from the exercise of stock
         options,  grants of  restricted  stock,  or other forms of  stock-based
         compensation.

         The 24-month  period  shall end on the last day of the month  preceding
the  Participant's  termination  of  employment  or death.  If the  Company  has
employed the Participant for less than 24 months, the Participant's earnings for
the entire period of employment shall be averaged.

         1.4. "Beneficiary" means the person,  persons,  entity, entities or the
estate  of a  Participant  which,  in  accordance  with  the  provisions  of the
Retirement  Plan, is entitled to receive a benefit under the Retirement  Plan on
account  of the  Participant's  death.  If no person is  entitled  to  receive a
benefit under the Retirement  Plan on account of the  Participant's  death,  the
Participant has no Beneficiary under the Plan.

         1.5.     "Cause" shall mean:

                  (c) fraud or material misappropriation by the Participant with
         respect to the business or assets of the Company,

                  (d)  the  persistent   refusal  or  willful   failure  of  the
         Participant  materially to perform his duties and  responsibilities  to
         the Company,  which continues after the Participant  receives notice of
         such refusal or failure,

                  (e) conduct by the Participant that constitutes  disloyalty to
         the Company,  and that  materially  harms or has the potential to cause
         material harm to the Company,

                  (f)  the  Participant's   conviction  of  a  felony  or  crime
         involving moral turpitude,

                  (g) the use of drugs or  alcohol  that  interferes  materially
         with the Participant's performance of his duties, or

                  (h)  the  violation  of  any  significant  Company  policy  or
         practice,  including but not limited to the Company policy  prohibiting
         sexual harassment.

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

         1.7. "Company" means Comdial Corporation or any Affiliate.

         1.8.  "Compensation  Committee" means the Compensation Committee of the
Board of Directors of Comdial Corporation.

         1.9.  "Disabled" means a condition that qualifies the Participant for a
Disability Retirement Pension under the Retirement Plan.


         1.10.  "Eligible  Employee"  means an individual (i) who is employed by
Comdial  Corporation  or an  Affiliate,  (ii) who is a member of management or a
highly compensated employee,  and (iii) whose Retirement Plan benefit is reduced
or limited by Code Section 401(a)(17), Code Section 415, or both.

         1.11.  "Executive  Officer"  means an  officer  of the  Company  who is
elected by the Board and who has management responsibilities and duties.

         1.12.  "Lump  Sum" means a single sum  payment  equal to the  actuarial
equivalent of the Participant's  Restoration Benefit and Supplemental Retirement
Benefit,  if any. The actuarial  equivalent shall be based on the  Participant's
age at the  time of the  determination  and  shall  be  calculated  based  on an
interest rate of seven percent. All other actuarial factors shall be the same as
used in the  Retirement  Plan at the date of the  calculation  for  purposes  of
calculating a lump sum payment.

         1.13.  "Participant"  means an Eligible  Employee  who is an  Executive
Officer or who is designated by the  Compensation  Committee to be a Participant
under the Plan.  An individual  shall remain a  Participant  only so long as the
individual  remains  an  Eligible  Employee  and  his  or her  designation  as a
Participant has not been revoked or rescinded.

         1.14.  "Plan"  means  the  Comdial   Corporation   Retirement   Benefit
Restoration Plan.


         1.15. "Retirement" and "Retire" mean severance from employment with the
Company on or after attaining a vested benefit in the Retirement Plan.

         1.16.   "Retirement  Plan"  means  the  Comdial  Corporation  Employees
Retirement Plan and any successor plan, as amended from time to time.

         1.17. "Severance Benefit" means a Severance Benefit as described in the
Comdial Corporation Executive Severance Plan.


         1.18.  "Social Security  Benefit" means a monthly dollar amount that is
estimated to be available to a  Participant  at age 62 under the  provisions  of
Title II of the Social  Security Act in effect at the time of the  Participant's
termination of employment  (or at age 62, if earlier).  A  Participant's  Social
Security  Benefit  shall  not be  adjusted  by  subsequent  increases  in Social
Security  benefits,   subsequent  employment  or  otherwise.  If  a  Participant
terminates employment before attaining age 55, his Social Security Benefit shall
be estimated by assuming that his compensation continues until he attains age 62
at the same rate as in effect when he  terminates  employment.  If a Participant
terminates  employment on or after attaining age 55, his Social Security Benefit
shall be  estimated  by assuming  that he has no further  compensation  after he
terminates employment with the Company.  Estimates of the Participant's earnings
history shall be based on a salary  scale,  projected  backward,  applied to the
Participant's  compensation as of the date on which the computation is made. The
salary scale shall represent the actual change in the national average wage from
one year to the next as determined by the Social  Security  Administration.  The
Social  Security  Benefit of a  Participant  based upon  estimates  of  earnings
history shall be adjusted if the Participant  supplies  documentation  of actual
earnings  history before  payment of benefits  commence under the Plan. The fact
that a  Participant  does not  actually  receive an amount from Social  Security
equal to the Social Security Benefit because of failure to apply, continuance of
work, or for any other reason, shall be disregarded.

         1.19.   "Supplemental   Participant"  means  a  Participant  who  is  a
Participant as of July 5, 1999 and who, as of July 5, 1999,  either has attained
age 55 or has at least 15  Years  of  Benefit  Service  (as  defined  under  the
Retirement Plan).


<PAGE>
                                   Article II

                                  Participation

         An  Eligible  Employee  who is an  Executive  Officer  shall  become  a
Participant  in the  Plan as of the  later  of the  adoption  of the Plan or the
Eligible  Employee's date of hire. An Eligible  Employee who is not an Executive
Officer and who is designated  to  participate  in the Plan by the  Compensation
Committee shall become a Participant in the Plan as of the date specified by the
Compensation  Committee. A Participant shall continue to participate in the Plan
until such date as the  Compensation  Committee  designates that he or she is no
longer a  Participant  or until the date that he or she is no longer an Eligible
Employee.  The  rights  of  any  individual  who  was a  Participant  and  whose
designation  as a  Participant  is  revoked  or  rescinded  by the  Compensation
Committee  shall  cease to accrue  further  rights  under the Plan but shall not
forfeit any rights accrued to the date when the designation is revoked except as
provided in Section 5.2.

                                   Article III

                                    Benefits

         Except as  provided in Article IV and  subject to the  limitations  set
forth  in  Articles  V and VI,  the  benefits  of a  Participant  and his or her
Beneficiary shall be as follows:

         3.1.     (a) Upon  Retirement,  a  Participant  shall be  entitled to a
Restoration Benefit equal to the excess, if any, of (x) over (y) below where:

                           (x)  = the  monthly  benefit  that  would  have  been
                           payable to the Participant  under the Retirement Plan
                           but  for  the  application  of  the  limits  in  Code
                           Sections 401(a)(17) and 415; and

                           (y) = the monthly  benefit  that the  Participant  is
                           entitled to receive under the Retirement Plan.

                  (b) Upon termination of employment, a Supplemental Participant
shall be entitled to the following  additional monthly  Supplemental  Retirement
Benefit:

                           (i) If the  Supplemental  Participant  was the  Chief
         Executive Officer of the Company,  the Supplemental  Retirement Benefit
         is equal to fifty-six  percent (56%) of the Supplemental  Participant's
         Average  Compensation,  reduced by the sum of (A) any  monthly  amounts
         received as a benefit  under  subsection  (a),  above,  (B) the monthly
         benefit that the Supplemental  Participant is entitled to receive under
         the Retirement  Plan,  and (C) the  Supplemental  Participant's  Social
         Security Benefit.

                           (ii) If the  Supplemental  Participant  was a  Senior
         Vice  President  or Vice  President of the  Company,  the  Supplemental
         Retirement Benefit is equal to forty percent (40%) of the Participant's
         Average  Compensation,  reduced by the sum of (A) any  monthly  amounts
         received as a benefit  under  subsection  (a), (B) the monthly  benefit
         that the  Supplemental  Participant  is entitled  to receive  under the
         Retirement Plan, and (C) the Supplemental Participant's Social Security
         Benefit.

                  (c) If a  Participant  receives  payment  of his  Supplemental
Retirement Benefit before attaining age 62, his Supplemental  Retirement Benefit
shall be reduced by .25  percent  (0.25%)  for each full month that the  payment
date precedes the Participant attaining age 62.

                  (d) Except as  provided in  subsection  (e),  any  Restoration
Benefit or Supplemental  Retirement Benefit payable under this Section 3.1 shall
be determined and begin as of the date that the Participant's retirement benefit
under the  Retirement  Plan is  scheduled  to  commence.  Except as  provided in
subsection  (e), any  Restoration  Benefit or  Supplemental  Retirement  Benefit
payable  under this  Section 3.1 shall be computed  and paid in the same form as
the Participant's retirement benefit under the Retirement Plan.

                  (e) In lieu of  payments as  described  in  subsection  (d), a
Participant  who meets one or more of the  conditions  in (i) - (iii)  below may
elect to receive the Restoration Benefit and the Supplemental Retirement Benefit
(if any) in the form of a Lump Sum.  The election to receive a Lump Sum shall be
made as provided in subsection (f).

                           (i) The Participant is age 55 or older at the time of
         termination  of  employment  may  receive a Lump Sum payable as soon as
         practicable after termination of employment.

                           (ii) A Participant who terminates employment prior to
         attainment  of age 55 may  receive  a Lump  Sum  when  the  Participant
         attains age 55.

                           (iii) A  Participant  who is  entitled to a Severance
         Benefit  may receive a Lump Sum  payable as soon as  practicable  after
         termination of employment.

                  (f) A Participant must make the election to receive a Lump Sum
as provided in  subsection  (e) either (i) at least six (6) months  prior to the
commencement  of the receipt of benefits or (ii) at least one (1) month prior to
the  commencement  of the receipt of benefits if the election is approved by the
Compensation  Committee  in  its  absolute  discretion.  Upon  the  denial  of a
Participant's  election,  the  Participant  shall receive the benefits  provided
under the Plan in the form that is otherwise  payable  absent the  election.  In
addition,  any  Participant  may elect to receive a Lump Sum for future payments
during the period from July 5, 1999 until  August 31, 1999.  A  Participant  may
revoke a prior election to receive a Lump Sum at any time. A revocation  will be
effective  six  (6)  months  after  the  date  of  the  revocation   unless  the
Compensation  Committee  approves  an  earlier  effective  date in its  absolute
discretion.  The payment of a Lump Sum shall be full  satisfaction of the Plan's
obligation  to  provide   benefits  to  the  affected   Participants  and  their
Beneficiaries

         3.2. If the Participant becomes Disabled prior to his or her Retirement
and during his or her  employment  with the  Company,  he shall be  entitled  to
receive a benefit  calculated  and paid in the manner  set forth in Section  3.1
commencing on his or her Disability Retirement Date under the Retirement Plan.

         3.3. (a) Upon the  Participant's  death, if the Beneficiary is entitled
to a benefit under the Retirement  Plan, the Beneficiary  shall be entitled to a
monthly  benefit  under this Plan equal to the  excess,  if any, of (x) over (y)
where:

                           (x)  = the  monthly  benefit  that  would  have  been
                           payable to the Beneficiary  under the Retirement Plan
                           but  for  the  application  of  the  limits  in  Code
                           Sections 401(a)(17) and 415 in the calculation of the
                           Participant's benefits under the Retirement Plan; and

                           (y) = the monthly  benefit  that the  Beneficiary  is
                           entitled to receive under the Retirement Plan.

                  (b)  At  the  death  of a  Supplemental  Participant,  if  the
Beneficiary is entitled to a benefit under the Retirement  Plan, the Beneficiary
shall be entitled to the following additional benefit:

                           (i) If the Supplemental  Participant  would have been
         entitled to a benefit under Section 3.1(b)(i),  a monthly benefit equal
         to   twenty-eight   percent   (28%)   of  the   Participant's   Average
         Compensation, reduced by the sum of (A) any monthly amounts received as
         a benefit under subsection (a), above, (B) the monthly benefit that the
         Supplemental  Participant  is entitled to receive under the  Retirement
         Plan, and (C) the Supplemental Participant's Social Security Benefit.

                           (ii) If the Supplemental  Participant would have been
         entitled to a benefit under Section 3.1(b)(ii), a monthly benefit equal
         to twenty  percent  (20%) of the  Participant's  Average  Compensation,
         reduced by the sum of (A) any  monthly  amounts  received  as a benefit
         under   subsection  (a),  above,  (B)  the  monthly  benefit  that  the
         Supplemental  Participant  is entitled to receive under the  Retirement
         Plan and (C) the Supplemental Participant's Social Security Benefit.

                   (c) Any  amount  payable  under  this  Section  3.3  shall be
determined  and begin as of the date that the  Beneficiary's  benefit  under the
Retirement Plan is scheduled to commence. The benefit payable under this Section
3.3 shall be computed  and paid in the same form as the  benefit  payable to the
Beneficiary under the Retirement Plan.

         3.4 In the event of a distribution  under this Article III, the Accrued
Benefit of the Participant or Beneficiary under the Plan shall be reduced by the
Accrued  Benefit  distributed,  and the Company shall have no further  liability
with respect to the benefit distributed.

                                   Article IV

                                   Guarantees

         Comdial Corporation has only a contractual  obligation to make payments
of the  benefits  described  in Article  III.  All  benefits are to be satisfied
solely out of the general  corporate  assets of Comdial  Corporation  that shall
remain subject to the claims of its creditors.  No assets of Comdial Corporation
will be segregated or committed to the  satisfaction  of its  obligations to any
Participant or Beneficiary under this Plan. If Comdial Corporation,  in its sole
discretion,  elects to purchase life  insurance on the life of a Participant  in
connection with the Plan, the Participant must submit to a physical examination,
if required by the  insurer,  and  otherwise  cooperate  in the issuance of such
policy.

         Title to and beneficial ownership of all benefits described in the Plan
shall at all times  remain with the Company.  Participation  in the Plan and the
right to  receive  payments  under  the Plan  shall  not give a  Participant  or
Beneficiary  any  proprietary  interest in the Company or any of its assets.  No
trust fund may be created in connection  with the Plan (other than a trust that,
under  applicable law, does not affect the  characterization  of this Plan as an
unfunded  plan),  and there  shall be no  required  funding of amounts  that may
become payable under the Plan. A Participant and his Beneficiary  shall, for all
purposes, be general creditors of the Company.

                                    Article V

                            Termination of Employment

         5.1. The Plan does not in any way limit the right of the Company at any
time and for any  reason  to  terminate  the  Participant's  employment  or such
Participant's status as an Eligible Employee. In no event shall the Plan, by its
terms  or by  implication,  constitute  an  employment  contract  of any  nature
whatsoever between the Company and a Participant.

         5.2. A  Participant  who  ceases to be an  Eligible  Employee  or whose
employment  with the Company is  terminated  either with or without  cause,  for
reasons other than death,  Retirement or Total and  Permanent  Disability  shall
immediately cease to be a Participant under this Plan as to future accruals.  If
the  Participant's  employment is terminated due to Cause, the Participant shall
forfeit all rights and benefits under the Plan. In all other circumstances,  the
Participant  shall  be  entitled  to  benefits  under  the  Plan  based  on  the
Participant's Accrued Benefit at termination of employment.

         5.3. A Participant  who ceases to be an employee of the Company and who
is  subsequently  reemployed  by the  Company  shall not accrue  any  additional
benefits  on  account  of such later  service  for  periods in which he is not a
Participant.

                                   Article VI

                 Termination, Amendment or Modification of Plan

         6.1. Except as provided in Section 6.4,  Comdial  Corporation  reserves
the right to terminate,  amend or modify this Plan, wholly or partially,  at any
time and from time to time.  Such right to  terminate,  amend or modify the Plan
shall be exercised for Comdial Corporation by its Board of Directors.

         6.2. Section 6.1 notwithstanding, no action to terminate the Plan shall
be taken except upon written notice to each Participant to be affected  thereby,
which notice shall be given not less than thirty (30) days prior to such action.

         6.3.  Any notice which shall be or may be given under the Plan shall be
in writing and shall be mailed by United States mail, postage prepaid. If notice
is to be given to Comdial  Corporation,  such notice shall be addressed to their
respective  corporate  offices;  addressed  to the  attention  of the  Corporate
Secretary.  If  notice is to be given to a  Participant,  such  notice  shall be
addressed to the Participant's last known address.

         6.4.  The rights of Comdial  Corporation  set forth in Section  6.1 are
subject to the condition  that its Board of Directors may not take any action to
terminate  or amend the Plan that would  decrease  the benefit that would become
payable or is payable, as the case may be, with respect to a Participant who has
earned a vested benefit under the Retirement Plan.

         6.5. Except as provided in Section 6.1 and 6.4, upon the termination of
this Plan as to Comdial Corporation by its Board of Directors, the Plan shall no
longer be of any further force or effect as to Participants, and neither Comdial
Corporation nor any Participant shall have any further obligation or right under
this Plan.

                                   Article VII

                          Other Benefits and Agreements

         The benefits  provided  for a  Participant  and his or her  Beneficiary
under  the  Plan  are in  addition  to any  other  benefits  available  to  such
Participant  under any other plan or program of the Company  for its  employees,
and,  except  as may  otherwise  be  expressly  provided  for,  the  Plan  shall
supplement and shall not supersede, modify or amend any other plan or program of
the Company in which a Participant is participating.

                                  Article VIII

                      Restrictions on Transfer of Benefits

         No right or benefit  under the Plan  shall be subject to  anticipation,
alienation, sale, assignment,  pledge, encumbrance or charge, and any attempt to
do so shall be void. No right or benefit hereunder shall in any manner be liable
for or  subject  to the debts,  contracts,  liabilities,  or torts of the person
entitled to such  benefit.  If any  Participant  or  Beneficiary  under the Plan
should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to a benefit hereunder, then such right or benefit,
in the discretion of the Compensation Committee, shall cease and terminate, and,
in such event, the Compensation Committee may hold or apply the same or any part
thereof for the benefit of such  Participant or Beneficiary,  his or her spouse,
children,  or other  dependents,  or any of  them,  in such  manner  and in such
portion as the Compensation Committee may deem proper.

                                    Article X

                           Administration of the Plan

         9.1. The Compensation  Committee shall administer the Plan.  Subject to
the provisions of the Plan, the Compensation  Committee may adopt such rules and
regulations  as  may  be  necessary  to  carry  out  the  purposes  hereof.  The
Compensation Committee's interpretation and construction of any provision of the
Plan shall be final and conclusive.

         9.2. Comdial  Corporation shall indemnify and save harmless each member
of the  Compensation  Committee  against any and all  expenses  and  liabilities
arising out of his or her membership on such Committee with respect to the Plan,
excepting  only expenses and  liabilities  arising out of his or her own willful
misconduct.  Expenses against which a member of the Compensation Committee shall
be indemnified  hereunder  shall include without  limitation,  the amount of any
settlement or judgment,  costs,  counsel fees,  and related  charges  reasonably
incurred  in  connection  with a claim  asserted,  or a  proceeding  brought  or
settlement thereof. The foregoing right of indemnification  shall be in addition
to any other rights to which any such member may be entitled.

         9.3. In addition to the powers  specified,  the Compensation  Committee
shall have the power to compute and certify the amount and kind of benefits from
time to time payable to Participants and their  Beneficiaries under the Plan, to
authorize  all  disbursements  for such  purposes,  and to  determine  whether a
Participant is entitled to a benefit under Section 3.2.

         9.4. To enable the Compensation Committee to perform its functions, the
Company shall supply full and timely  information to the Compensation  Committee
on  all  matters  relating  to  the  compensation  of  all  Participants,  their
retirement,  death or other cause for termination of employment,  and such other
pertinent  facts as the  Compensation  Committee may require.  The  Compensation
Committee  may delegate any of its  ministerial  duties under the Plan to one or
more employees of the Company.

         9.5. Each Participant or Beneficiary of a deceased Participant shall be
entitled to file with the  Compensation  Committee a written  claim for benefits
under the Plan. The  Compensation  Committee will review the claim,  and, if the
claim is denied,  in whole or in part, the  Compensation  Committee will furnish
the claimant,  within 90 days after the Compensation  Committee's receipt of the
claim (or within 180 days after such receipt, if special  circumstances  require
an extension of time),  a written  notice of denial of the claim  containing the
following:

                  (a) Specific reasons for the denial

                  (b) Specific  reference to the  pertinent  Plan  provisions on
         which the denial is based

                  (c) A description  of any  additional  material or information
         necessary for the claimant to perfect the claim,  and an explanation of
         why the material or information is necessary, and

                  (d) An explanation of the claims review procedure.

         The claimant may request a review of the claim by an appeals  committee
appointed by the Board of  Directors.  The review may be requested in writing at
any time within 90 days after the claimant receives written notice of the denial
of his claim.  The appeals  committee  shall afford the claimant a full and fair
review of the decision denying the claim and, if so requested, shall:

                  (e)  Permit the  claimant  to review  any  documents  that are
         pertinent to the claim,

                  (f) Permit the claimant to submit to the committee  issues and
         comments and writing, and

                  (g) Afford the claimant an  opportunity  to meet with a quorum
         of the appeals committee as part of the review procedure.

         The appeals committee's decision on review shall be made in writing and
shall be issued within 60 days following receipt of the request for review.  The
period for decision may be extended to a date not later than 120 days after such
receipt  if the  committee  determines  that  special  circumstances  require an
extension.  The  decision  on review  shall  include  specific  reasons  for the
decision and specific references to the Plan provisions on which the decision of
the appeals committee is based.

                                    Article X

                                  Miscellaneous

         10.1.  The Plan  shall be  binding  upon  Comdial  Corporation  and its
successors and assigns;  subject to the powers set forth in Article VI, and upon
a  Participant,  his or her  Beneficiary,  and either of their  assigns,  heirs,
executors and administrators.

         10.2.  All  benefits  payable  under  this Plan will be  reduced by any
amounts that are required to be withheld on account of income,  payroll or other
required tax withholding.

         10.3.  To the extent not  preempted  by federal  law, the Plan shall be
governed  and  construed  under the laws of the  Commonwealth  of Virginia as in
effect at the time of their adoption and execution, respectively.

         10.4.  Masculine pronouns wherever used shall include feminine pronouns
and the use of the singular shall include the plural.

         IN WITNESS  WHEREOF,  this instrument has been executed this 7th day of
July, 1999.

                                                     COMDIAL CORPORATION


                                                     By  \s\ Joe D. Ford
                                                       -------------------
                                                             Joe D. Ford