ii- 4 AMENDED AND RESTATED INVESTMENT AGREEMENT

________________________________________

AMENDED AND RESTATED

INVESTMENT AGREEMENT

dated as of April 6, 1998

by and between

AIRTOUCH COMMUNICATIONS, INC.,
a Delaware corporation,

and

U S WEST, INC.,
a Delaware corporation

________________________________________
2
TABLE OF CONTENTS

Page
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ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II REPRESENTATIONS AND WARRANTIES OF AIRTOUCH . . . . . . . . . . . . . . . . . 4
2.1 Organization and Qualification . . . . . . . . . . . . . . . . . . . . 4
2.2 Authorization; Enforcement . . . . . . . . . . . . . . . . . . . . . . 4
2.3 No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF U S WEST . . . . . . . . . . . . . . . . 5
3.1 Organization and Qualification . . . . . . . . . . . . . . . . . . . . 5
3.2 Authorization; Enforcement . . . . . . . . . . . . . . . . . . . . . . 5
3.3 No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.4 Ownership of Securities of AirTouch . . . . . . . . . . . . . . . . . 6

ARTICLE IV COVENANTS OF U S WEST . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.1 Standstill Provisions . . . . . . . . . . . . . . . . . . . . . . . . 6
4.2 Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.3 Transfers; Tender Offers; Suspension of Transfers . . . . . . . . . . 10

ARTICLE V COOPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.1 Notice; Consultation . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.2 AirTouch Participation in Marketing Efforts . . . . . . . . . . . . . 12
5.3 U S WEST Market Stand-off . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VI REGISTRATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.1 Demand Registration . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.2 Company Registration . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.3 Registration Procedures . . . . . . . . . . . . . . . . . . . . . . . 17
6.4 Conditions to Offerings . . . . . . . . . . . . . . . . . . . . . . . 20
6.5 Additional Conditions . . . . . . . . . . . . . . . . . . . . . . . . 21
6.6 Registration Expenses . . . . . . . . . . . . . . . . . . . . . . . . 23
6.7 Indemnification; Contribution . . . . . . . . . . . . . . . . . . . . 24
6.8 Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.9 Reorganization, Reclassification, Merger,
Consolidation or Disposition of Assets . . . . . . . . . . . . . . . . 27

ARTICLE VII CERTAIN ADDITIONAL RIGHTS WITH RESPECT TO PREFERRED STOCK . . . . . . . . . 27
7.1 Earnings and Profits Gross-Up . . . . . . . . . . . . . . . . . . . . 27

ARTICLE VIII TERM OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE IX MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.1 Legend; Removal of Legend . . . . . . . . . . . . . . . . . . . . . . 29
9.2 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.3 Specific Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . 29
9.4 Entire Agreement; Amendments . . . . . . . . . . . . . . . . . . . . . 30
9.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
9.6 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

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9.8 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . 31
9.9 No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . 31
9.10 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
9.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
9.12 Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
9.13 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

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AMENDED AND RESTATED INVESTMENT AGREEMENT

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT (the "Agreement"),
dated as of April 6, 1998, by and among AIRTOUCH COMMUNICATIONS, INC., a
Delaware corporation ("AirTouch"), and U S WEST, INC., a Delaware corporation
("U S WEST").

W I T N E S S E T H:

WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of
January 29, 1998, among U S WEST, U S WEST Media Group, Inc. ("Media"), U S
WEST NewVector Group, Inc., U S WEST PCS Holdings, Inc. and AirTouch (the
"Merger Agreement"), Media, a wholly owned subsidiary of U S WEST, has acquired
on the date hereof 59,446,902 shares of AirTouch's Common Stock (as defined
below), and 825,000 shares of AirTouch's Class D Preferred Stock (as defined
below) and 825,000 shares of AirTouch's Class E Preferred Stock (as defined
below), in each case, subject to adjustment as set forth in the Merger
Agreement; and

WHEREAS, in connection with the foregoing, AirTouch and U S WEST
desire to set forth herein certain terms regarding their relationship after
consummation of the transactions contemplated by the Merger Agreement.

NOW, THEREFORE, AirTouch and U S WEST agree as follows:

ARTICLE I
DEFINITIONS

1.1 Defined Terms. (a) As used in this Agreement, the following
terms shall have the following meanings (unless indicated otherwise, all
Article and Section references are to Articles and Sections of this Agreement):

"Affiliate" shall mean a Person that directly, or indirectly through
one or more intermediaries, controls, is controlled by or is under common
control with the Person specified. For purposes of this definition, the term
"control" (including the terms "controlling," "controlled by" and "under common
control with") of a Person means the possession, direct or indirect, of (i) the
power to vote 50% or more stock or other equity interests the holders of which
are generally entitled to vote for the election of the board of directors or
similar governing body of such Person or (ii) without limiting clause (i)
above, in the case of a partnership, a general partner's interest or other
control of the partnership with respect to actions or matters described in
Article IV hereof.

"AirTouch Change of Control" shall mean (a) the consummation by
AirTouch of any sale, lease, transfer, conveyance or other disposition (other
than by way of merger or

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consolidation), in one or a series of related transactions, of assets (i) that
represent more than 80% of the total fair market value of its assets on a
proportionate basis immediately prior to such disposition, (ii) that generated
more than 80% of its total operating revenues on a proportionate basis in the
preceding fiscal year and (iii) that generated more than 80% of its total net
income from operations on a proportionate basis during the preceding fiscal
year, provided, however, that any such transaction or series of related
transactions shall not be deemed to be an AirTouch Change of Control if a
majority of the value of the consideration received in exchange for the assets
transferred, sold or otherwise disposed of consists of assets (or interests in
assets) of a like kind or nature; (b) the adoption of a plan relating to the
liquidation or dissolution of AirTouch; (c) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any "person" or "group" (as such terms are used in Section
13(d)(3) of the Exchange Act) becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly through one or more intermediaries, of greater than 50% of the
voting power of the outstanding Voting Securities; or (d) when individuals who
at the beginning of any period of two consecutive calendar years constituted
the Board of Directors of AirTouch (together with any new directors whose
election to the Board of Directors or whose nomination for election was
approved by a vote of at least two-thirds of the members of the Board of
Directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the members of the Board of Directors of AirTouch then in office.

"AirTouch Securities" shall mean the Common Stock, the Class D
Preferred Stock, the Class E Preferred Stock and any other securities of
AirTouch.

"beneficial ownership" shall have the meaning specified in Rule 13d-3
under the Exchange Act, as such rule is currently in effect; provided that, for
purposes of Section 4.3, a Person shall be deemed to be the beneficial owner of
any AirTouch Security which may be acquired upon the conversion or exchange of
a Monetizing Security at such time as such Person becomes the beneficial owner
of such Monetizing Security.

"Business Day" shall mean a day other than a Saturday, Sunday or other
day on which banks located in New York City or San Francisco are authorized or
required by law to close.

"Class D Preferred Stock" shall mean AirTouch's Class D Preferred
Stock, par value $.01 per share.

"Class E Preferred Stock" shall mean AirTouch's Class E Preferred
Stock, par value $.01 per share.

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"Common Stock" shall mean AirTouch's Common Stock, $.01 par value.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations
thereunder, all as the same shall be in effect from time to time.

"Merger Agreement" shall have the meaning set forth in the first
recital of this Agreement.

"Monetizing Securities" shall mean any security which is convertible
into or exchangeable for any AirTouch Security.

"Other Investor" shall mean any Person who, directly or indirectly,
beneficially owns 10% or more of the outstanding Voting Securities.

"Person" shall mean any individual, partnership, limited liability
company, corporation, trust, unincorporated organization or other entity, or a
government or agency or political subdivision thereof.

"Preferred Stock" means the Class D Preferred Stock and the Class E
Preferred Stock.

"Registrable Shares" shall mean any and all of (i) the shares of
Common Stock issued pursuant to the Merger to Media, (ii) the shares of
Preferred Stock issued pursuant to the Merger to Media and (iii) any AirTouch
Securities issuable or issued or distributed in respect of any of the
securities identified in clauses (i) or (ii) by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization,
reorganization, merger, consolidation or otherwise.

"Rights Agreement" shall mean the Rights Agreement between AirTouch
and the Bank of New York, as Rights Agent, dated as of September 19, 1994, as
it may be amended from time to time, or any successor agreement.

"SEC" shall mean the Securities and Exchange Commission or its
successor.

"Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations thereunder, all as
the same shall be in effect from time to time.

"transfer" shall mean, with respect to any AirTouch Security, a sale,
exchange, transfer or other disposition, whether or not for value, of such
AirTouch Security or any interest therein, or of any direct or indirect right
or option to acquire beneficial ownership of the same, or, without limiting the
foregoing, the issuance of any Monetizing Security.

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"Voting Securities" shall mean any AirTouch Security (unless the
context specifically contemplates another issuer) having the ordinary power to
vote, in the absence of contingencies, in the election of directors of
AirTouch.

(b) Each of the following terms is defined in the Section set forth
opposite such term:

Term Section
---- -------

AAA 8.12(a)
Acquisition Proposal 4.1(b)
Approved Offer 4.3(b)
Certificates 7.1
Decision 8.12(a)
Disadvantageous Condition 6.5(a)
Inspectors 5.3(f)
Other Shares 6.2(c)
Percentage Limitation 4.1(a)
Records 6.3(f)
Registration Statement 6.1
Unapproved Offer 4.3(b)
U S WEST Response 4.1(b)

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF AIRTOUCH

AirTouch hereby makes the following representations and warranties to
U S WEST:

2.1 Organization and Qualification. AirTouch is a corporation duly
organized and existing in good standing under the laws of the State of Delaware
and has the corporate power to own its properties and to carry on its business
as now being conducted.

2.2 Authorization; Enforcement. (a) AirTouch has full legal right,
power and authority to enter into and perform this Agreement, (b) the execution
and delivery of this Agreement by AirTouch and the consummation by it of the
transactions contemplated hereby have been duly authorized by it, (c) this
Agreement has been duly authorized, executed and delivered by AirTouch and (d)
this Agreement constitutes a valid and binding obligation of AirTouch
enforceable against AirTouch in accordance with its terms, except that (i) such
enforcement is subject to the effect of any bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar law relating to, or
affecting generally the enforcement of, creditors' rights and remedies and (ii)
the remedies of specific performance and injunctive relief may be subject to
general principles of equity.

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2.3 No Conflicts. The execution, delivery and performance of this
Agreement and the consummation by AirTouch of the transactions contemplated
hereby will not conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a lien or other encumbrance on any property or
asset of AirTouch pursuant to any agreement, indenture or instrument to which
AirTouch is a party, or by which any property or asset of AirTouch is bound or
affected, or result in a violation of its Certificate of Incorporation or
By-laws or any law, rule, regulation, order, judgment or decree of any court or
governmental agency applicable to AirTouch or by which any property or asset of
AirTouch is bound or affected. Except for such filings as may be required by
the Exchange Act or as specifically contemplated hereby, no consent,
authorization or order of, or filing or registration with, any court or
governmental agency is required for the execution, delivery and performance of
this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF U S WEST

U S WEST hereby makes the following representations and warranties to
AirTouch:

3.1 Organization and Qualification. U S WEST is a corporation duly
organized and existing in good standing under the laws of the State of Delaware
and has the corporate power to own its properties and to carry on its business
as now being conducted.

3.2 Authorization; Enforcement. (a) U S WEST has full legal right,
power and authority to enter into and perform this Agreement, (b) the execution
and delivery of this Agreement by U S WEST and the consummation by it of the
transactions contemplated hereby have been duly authorized by it, (c) this
Agreement has been duly authorized, executed and delivered by U S WEST and (d)
this Agreement constitutes a valid and binding obligation of U S WEST
enforceable against U S WEST in accordance with its terms, except that (i) such
enforcement is subject to the effect of any bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar law relating to, or
affecting generally the enforcement of, creditors' rights and remedies and (ii)
the remedies of specific performance and injunctive relief may be subject to
general principles of equity.

3.3 No Conflicts. The execution, delivery and performance of this
Agreement and the consummation by U S WEST of the transactions contemplated
hereby will not conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to
others

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any rights of termination, amendment, acceleration or cancellation of, or
result in the creation of a lien or other encumbrance on any property or asset
of U S WEST pursuant to any agreement, indenture or instrument to which U S
WEST is a party, or by which any property or asset of U S WEST is bound or
affected, or result in a violation of its Certificate of Incorporation or
By-laws or any law, rule, regulation, order, judgment or decree of any court or
governmental agency applicable to U S WEST or by which any property or asset of
U S WEST is bound or affected. Except for such filings as may be required by
the Exchange Act or as specifically contemplated hereby, no consent,
authorization or order of, or filing or registration with, any court or
governmental agency is required for the execution, delivery and performance of
this Agreement.

3.4 Ownership of Securities of AirTouch. U S WEST and its Affiliates
do not beneficially own any AirTouch Securities, other than the securities U S
WEST acquired pursuant to the Merger Agreement or other agreement of the
parties.

ARTICLE IV
COVENANTS OF U S WEST

4.1 Standstill Provisions.

(a) U S WEST covenants to and agrees with AirTouch that, except as it
may be specifically permitted by this Agreement or unless it is specifically
invited in writing to do so by AirTouch, U S WEST will not, and will cause each
of its Affiliates not to, directly or indirectly:

(i) in any way acquire or agree to acquire beneficial
ownership of any securities or any direct or indirect rights or
options to acquire beneficial ownership of any AirTouch Securities,
except (A) pursuant to the Merger Agreement and (B) thereafter,
through open-market or privately-negotiated purchases from third
parties of Voting Securities, if the aggregate percentage (calculated
by voting power) of the Voting Securities beneficially owned by U S
WEST and its Affiliates after giving effect to such acquisition would
not exceed the aggregate percentage of total voting power of
AirTouch's capital stock represented on the date hereof by the
AirTouch capital stock issued to U S WEST pursuant to the Merger
Agreement (the "Percentage Limitation"); provided that following each
transfer of Voting Securities by U S WEST or its Affiliates to any
person other than an Affiliate of U S WEST, the Percentage Limitation
shall be reduced to the percentage (calculated by voting power) of
outstanding Voting Securities then beneficially owned by U S WEST and
its Affiliates; and provided further that in no event shall U S WEST
and

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its Affiliates be deemed to have exceeded any Percentage Limitation
then in effect solely as a result of a reduction in the outstanding
Voting Securities, including through repurchases of outstanding Voting
Securities by AirTouch, which reduction has the effect of increasing
the percentage (calculated by voting power) of outstanding Voting
Securities beneficially owned by U S WEST and its Affiliates beyond
the Percentage Limitation (provided that any subsequent increase in
the Voting Securities beneficially owned by U S WEST and its
Affiliates, without the prior approval of AirTouch, shall be deemed to
be a violation of the Percentage Limitation);

(ii) make any public announcement with respect to, or
submit to AirTouch or any of its directors, officers, representatives,
employees, attorneys, advisers, agents or Affiliates (whether publicly
or otherwise) any proposal for, the acquisition of Voting Securities
not permitted by paragraph (i) above which would result in U S WEST's
exceeding the Percentage Limitation or for or with respect to any
merger, consolidation or business combination involving AirTouch or
its Affiliates or for or with respect to any purchase of a substantial
portion of the assets of AirTouch or its Affiliates, whether or not
any parties other than U S WEST and its Affiliates are involved and
whether or not such proposal might require the making of a public
announcement by AirTouch;

(iii) make, or in any way participate in, any
"solicitation" of "proxies" to vote any Voting Securities or become a
"participant" in any "election contest" (as such terms are defined or
used in Regulation 14A under the Exchange Act, as such Regulation is
currently in effect);

(iv) propose any matter for submission to a vote of
stockholders of AirTouch;

(v) form, join or in any way participate in a "group"
(within the meaning of Section 13(d)(3) of the Exchange Act) with
respect to any Voting Securities of AirTouch;

(vi) grant any proxy with respect to any Voting Securities
to any Person not approved by AirTouch;

(vii) deposit any Voting Securities in a voting trust or
subject any Voting Securities to any arrangement or agreement with
respect to the voting of such Voting Securities or other agreement
having similar effect;

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(viii) take any action which would be reasonably likely to
require AirTouch to make a public announcement regarding any of the
matters specified in this Section 4.1(a)(i)-(xii);

(ix) enter into any negotiations, arrangements or
understandings with any third party with respect to any of the
foregoing, or any discussions designed to advise, assist or encourage
any third party in connection with any of the foregoing;

(x) disclose publicly any intention, plan or arrangement
inconsistent with the foregoing;

(xi) request AirTouch (or any of its officers, directors,
representatives, employees, attorneys, advisors, agents or Affiliates)
to waive, amend or modify any provisions of Section 4.1(a)(i)-(xii);
or

(xii) otherwise act, alone or in concert with others, to
seek to control or influence the management, Board of Directors or
policies of AirTouch.

(b) Notwithstanding any provision of this Section 4.1 to the
contrary, in the event that (i) AirTouch and any Person or "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) enter into an agreement
pursuant to which (A) such Person or group would acquire a majority (calculated
by voting power) of the then outstanding Voting Securities of AirTouch or the
right to appoint a majority of the directors of AirTouch, or (B) a majority
(calculated by voting power) of the then outstanding Voting Securities of
AirTouch is to be acquired by any Person or group (within the meaning of
Section 13(d)(3) of the Exchange Act) in a merger, consolidation or other
business combination (any such event being an "Acquisition Proposal"), (ii) a
bona fide tender or exchange offer by any Person or group (within the meaning
of Section 13(d)(3) of the Exchange Act) (other than AirTouch or any
wholly-owned Affiliate thereof) which would result, if consummated in
accordance with its terms, in the beneficial ownership by such Person or group
of in excess of 50% (calculated by voting power) of the then outstanding Voting
Securities is approved or recommended by the Board of Directors of AirTouch,
(iii) in connection with the matters discussed in clause (i) or (ii), or a
tender or exchange offer for greater than 40% of the outstanding Voting
Securities which the Board of Directors of AirTouch has not approved or
recommended, the Board of Directors of AirTouch has terminated or amended (or
agreed to terminate or amend) the Rights Agreement or has redeemed (or agreed
to redeem) the Rights issued thereunder, and such action has permitted or will
have permitted the consummation of such Acquisition Proposal or offer, or a
final, non-appealable court order has declared the Rights Agreement invalid or
otherwise required the redemption of the Rights issued thereunder or (iv)
AirTouch and any Person

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enter into an agreement providing for a transaction or series of related
transactions that results in the transfer, sale or other disposition by
AirTouch of assets (A) that represent more than 80% of the total fair market
value of its assets on a proportionate basis immediately prior to such
disposition, (B) that generated more than 80% of its total operating revenues
on a proportionate basis in the preceding fiscal year and (C) that generated
more than 80% of its total net income from operations on a proportionate basis
during the preceding fiscal year (excepting any such transaction or series of
related transactions in which a majority of the value of the consideration
received in exchange for the assets transferred, sold or otherwise disposed of
consists of assets (or interests in assets) of a like kind or nature), this
Section 4.1 shall not prohibit U S WEST (unless acting in concert with such
Person) from making either a competing Acquisition Proposal or a tender or
exchange offer pursuant to which U S WEST or its Affiliates would acquire at
least the same percentage (calculated by voting power) of AirTouch's then
outstanding Voting Securities as would be acquired in such non-U S WEST
Acquisition Proposal or such non-U S WEST tender or exchange offer (a "U S WEST
Response"). U S WEST agrees that any U S WEST Response (including amendments
thereto) will provide for consideration that is no less favorable to AirTouch's
stockholders than that being offered pursuant to such non-U S WEST Acquisition
Proposal or such non-U S WEST tender or exchange offer (taking into account the
form of consideration and the number of shares to be acquired pursuant to such
U S WEST Response). In the event that the transactions contemplated by clauses
(i), (ii), (iii) or (iv) shall have been terminated or abandoned after the U S
WEST Response, U S WEST shall have the ability, subject to the requirements of
the preceding sentence, to amend or modify its response, and to consummate the
transaction contemplated by the U S WEST Response or such amendment or
modification, so long as U S WEST shall not have terminated or abandoned its
initial response other than as a result of such amendment or modification. In
the event that the transactions contemplated by clauses (i), (ii), (iii) or
(iv) shall have been terminated or abandoned prior to the U S WEST Response,
or, if not so terminated or abandoned, in the event thereafter that such
transactions and those contemplated by such U S WEST Response shall have been
terminated or abandoned, all of the restrictions contained in this Section 4.1
shall again be applicable.

(c) Neither U S WEST nor its Affiliates may act in concert with any
Other Investor with respect to any of the activities set forth in this Section
4.1.

4.2 Voting Rights.

(a) U S WEST and its Affiliates shall vote all of the Voting
Securities held by them in favor of the individuals nominated by AirTouch for
election to the Board of Directors of AirTouch; provided that U S WEST's
obligations under this

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Section 4.2(a) shall terminate, and Section 4.2(b) shall become applicable to
the matters set forth in this Section 4.2(a), if Weil, Gotshal & Xxxxxx LLP,
Xxxxxxxxx Madison & Sutro LLP or other nationally recognized securities counsel
for U S WEST or AirTouch in connection with a transfer of AirTouch Securities
by U S WEST informs U S WEST and AirTouch in writing that, as a result of this
Section 4.2(a), such counsel is unable to deliver an opinion that U S WEST is
not an "affiliate" of AirTouch within the meaning of Rule 144 under the
Securities Act ("Rule 144").

(b) On each matter other than those set forth in Section 4.2(a), U S
WEST and its Affiliates shall vote the Voting Securities held by them in the
same proportions as all other stockholders of AirTouch of the same class of
Voting Security.

4.3 Transfers; Tender Offers; Suspension of Transfers.

(a) U S WEST and its Affiliates will not, at any time, directly or
indirectly, transfer, or offer to transfer, any AirTouch Securities
beneficially owned by them to any Person who, together with its Affiliates and
any "group" (within the meaning of Section 13(d) of the Exchange Act) of which
such Person or any Affiliate is a part, would, to the knowledge of U S WEST
(after due inquiry, other than in the case of a widely distributed public
offering of AirTouch Securities or Monetizing Securities), after such transfer
beneficially own Voting Securities representing in excess of 4.9% of the then
outstanding Voting Securities, other than (i) transfers to any Person that is
eligible with respect to Voting Securities to file a statement on Schedule 13G
pursuant to Rule 13d-1(b)(i) under the Exchange Act, (ii) transfers to any
Affiliate of U S WEST or (iii) subsequent to the issuance of any Monetizing
Security, transfers upon the conversion or exchange of such Monetizing Security
in accordance with the terms thereof.

(b) (i) In the event that a tender or exchange offer (other than an
"Approved Offer", as defined below) is commenced by any Person or group (within
the meaning of Section 13(d)(3) of the Exchange Act) and such offer would
result, if consummated in accordance with its terms, in the beneficial
ownership by such Person or group of in excess of 50% (calculated by voting
power) of the Voting Securities then outstanding (an "Unapproved Offer"), U S
WEST and its Affiliates will not tender or otherwise transfer any of the
AirTouch Securities then beneficially owned by them to the offerer pursuant to
such offer unless the Board of Directors of U S WEST, upon the advice of legal
counsel and financial advisers, reasonably believes in good faith, taking into
account the conditions of the offer, that such tender offer will result in
shares being purchased (without any extension of the then scheduled expiration
date and without giving effect to shares that might be tendered by U S WEST and
its Affiliates); provided, however, that prior to tendering or offering for
exchange any such AirTouch Securities

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in such Unapproved Offer, U S WEST first shall have offered to AirTouch not
later than 72 hours prior to the expiration of such Unapproved Offer the right
to purchase for the same consideration (or cash equivalent) that number of such
AirTouch Securities which, if tendered or offered for exchange, would be
purchased in such Unapproved Offer, which purchase shall be closed not later
than the second business day following the consummation of such Unapproved
Offer; and provided further, that U S WEST may tender or offer for exchange
such AirTouch Securities in such Unapproved Offer in the event that AirTouch
shall have failed within the later of 48 hours after receipt of such notice or
24 hours prior to the expiration of such Unapproved Offer to provide U S WEST
with reasonable assurance that it shall be ready, willing and able to
consummate such purchase.

(ii) "Approved Offer" shall mean (i) a tender or exchange offer for
AirTouch Securities commenced by AirTouch (or an Affiliate of AirTouch) or (ii)
a tender or exchange offer for AirTouch Securities commenced by a third party,
(x) in connection with which, AirTouch has terminated or amended (or agreed to
terminate or amend) the Rights Agreement or redeemed (or agreed to redeem) the
Rights issued thereunder and such action has permitted or will have permitted
the consummation of such offer, or a final, non-appealable court order has
declared the Rights Agreement invalid or otherwise required the redemption of
the Rights issued thereunder or (y) which AirTouch's Board of Directors has
otherwise approved.

(c) Any transfer of AirTouch Securities in violation of this Section
4.3 shall be null and void and AirTouch shall not give effect, or permit
AirTouch's transfer agent to give effect, to such attempted transfer in its
stock records.

ARTICLE V
COOPERATION

5.1 Notice; Consultation. U S WEST shall not offer for sale or sell
any AirTouch Securities or any Monetizing Securities in a registered public
offering until at least 10 Business Days after delivery of notice thereof to
AirTouch. U S WEST also shall give AirTouch prior notice of any other proposed
sale of AirTouch Securities or any Monetizing Securities, to the extent
practicable. Any such notice shall set forth, among other things: (i) the
proposed terms and conditions of the securities to be issued, (ii) the identify
of the lead manager or placement agent, if any, for the offering, (iii) the
size of the offering, (iv) the proposed plan of distribution for the offering
and (v) the proposed closing date for the offering. In connection with any
public offering (and, to the extent practicable, any private offering) of
AirTouch Securities or Monetizing Securities by U S WEST or its

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Affiliates, U S WEST shall consult with AirTouch regarding the matters set
forth in clauses (i) through (v) of the preceding sentence.

5.2 AirTouch Participation in Marketing Efforts. (a) Upon written
request by U S WEST of AirTouch, AirTouch shall make at least one of its
executive officers (and, if AirTouch designates only one executive officer, at
least one other senior employee reasonably acceptable to U S WEST) available
for a reasonable period of time to participate in a reasonable number of road
show or other investor presentations in connection with any public offering of
AirTouch Securities pursuant to the registration rights set forth in Article VI
or any offering (public or private) of Monetizing Securities by U S WEST or its
Affiliates, which participation shall be of a degree and nature reasonably
acceptable to AirTouch. Subject to the foregoing, AirTouch shall be entitled
to determine the number and identity of its executive officers (or other senior
employees) who shall participate in any such road show or other investor
presentations. U S WEST shall deliver any request under this Section 5.2(a)
for AirTouch participation in road show or other investor presentations
reasonably in advance of such presentations and shall include in such request a
reasonably detailed itinerary for such presentations. The obligations of
AirTouch under this Section 5.2(a) shall be subject to the following
conditions:

(i) The aggregate gross proceeds of the offering shall be no
less than $350 million (in the case of an offering of Common Stock or
Monetizing Securities relating to Common Stock) or $250 million (in
the case of Preferred Stock or Monetizing Securities relating to
Preferred Stock);

(ii) AirTouch shall not be obligated to participate in road
show or other investor presentations in connection with more than
eight offerings of AirTouch Securities or Monetizing Securities
pursuant to this Section 5.2(a);

(iii) AirTouch's obligation to make available at least one of
its executive officers to participate in road show or other investor
presentations shall be subject to the following limitations: (A) in
connection with an offering of Common Stock (or Monetizing Securities
relating to Common Stock) the aggregate gross proceeds of which shall
exceed $500 million, such executive officer participation (including
all related travel time) shall be scheduled to occur within a single
calendar week (i.e., commencing on a Sunday and ending on the
succeeding Saturday) and (B) in connection with any other offering,
such executive officer participation (excluding related travel time)
shall be scheduled to occur on two days within a single calendar week;

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(iv) AirTouch's obligations under this Section 5.2(a) shall
be suspended during AirTouch's own customary disclosure "quiet
periods" (unless U S WEST shall have exercised a demand registration
right under Section 6.1 in connection with such offering and
AirTouch's obligations with respect thereto shall not have been
suspended under Section 6.5(a));

(v) AirTouch shall not be obligated to participate in any
road show or other investor presentation for any offering of AirTouch
Securities or Monetizing Securities pursuant to this Section 5.2(a) if
AirTouch, in its reasonable judgment after consultation with legal
counsel, shall have determined that such participation, in the absence
of AirTouch effecting a registration of AirTouch Securities, would
create a substantial risk of AirTouch not being in compliance with the
Securities Act, provided that AirTouch's obligations shall be
reinstated if U S WEST shall elect to exercise a demand registration
right under Section 6.1 in connection with such offering and AirTouch,
in its reasonable judgment after consultation with legal counsel,
shall determine that as a result of such registration such substantial
risk of AirTouch non-compliance with the Securities Act no longer
exists;

(vi) AirTouch shall not be obligated to participate in road
show or other investor presentations pursuant to this Section 5.2(a)
in connection with more than two completed offerings by U S WEST or
its Affiliates during any 360- day period;

(vii) AirTouch's obligations under this Section 5.2(a) shall
be suspended if AirTouch shall have delivered to U S WEST a
certificate of an executive officer of AirTouch to the effect that
fulfilling such obligations would result in a Disadvantageous
Condition, provided that such suspension right shall be subject to
conditions comparable to the conditions set forth in Sections
6.5(a)(ii) and (iii) (it being understood that AirTouch's exercise of
a suspension right under this Section 5.2(a)(vii) in connection with
any offering (other than an offering registered pursuant to Section
6.1) shall not be deemed an exercise of a suspension right for
purposes of Section 6.5(a)(iii)(C) and shall in no way restrict
AirTouch from exercising its suspension rights under Section 6.5(a));
and

(viii) U S WEST shall reimburse (on an as incurred basis)
AirTouch for all reasonable expenses incurred by AirTouch incident to
the performance of its obligations under this Section 5.2(a);
provided, that if AirTouch suspends its obligations pursuant to
Section 5.2(a)(vii) in the circumstances described in Section
6.5(a)(iii)(A), AirTouch shall reimburse U S WEST for all reasonable

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expenses incurred by U S WEST through the date of such suspension in
marketing the offering.

(b) To the extent practicable, U S WEST shall notify AirTouch
reasonably in advance of all road show or other investor presentations
conducted in connection with any public offering of AirTouch Securities or
Monetizing Securities by U S WEST or its Affiliates as to which U S WEST shall
not have exercised its rights under Section 5.2(a) to request AirTouch
participation. An executive officer or other senior employee designated by
AirTouch shall be entitled to attend any such road show or other investor
presentations (it being understood that U S WEST may require the recusal of
AirTouch's designee from any portion of an investor presentation which does not
relate to AirTouch Securities or Monetizing Securities). At the election of
AirTouch, such executive officer or other senior employee shall also be
entitled to participate in any such road show or other investor presentations,
which participation shall be of a degree and nature reasonably acceptable to U
S WEST.

5.3 U S WEST Market Stand-off. As long as U S WEST and its
Affiliates beneficially own Common Stock representing at least 5% of the
outstanding Common Stock, if requested by AirTouch, U S WEST shall not transfer
any AirTouch Securities or Monetizing Securities during the period following
the effective date of any registration statement of AirTouch filed under the
Securities Act in which AirTouch (under the terms of any underwriting
arrangement by which it is bound) would be subject to customary "holdback" or
"lock-up" provisions; provided that such period shall not exceed 90 days.

ARTICLE VI
REGISTRATION RIGHTS

6.1 Demand Registration. (a) AirTouch agrees that upon the written
request of U S WEST it will file a registration statement under the Securities
Act (a "Registration Statement") as to the number of Registrable Shares held by
U S WEST or its Affiliates specified in such request (it being understood that
any such registration may relate to the sale of such Registrable Shares or
Monetizing Securities relating to such Registrable Shares); provided that
AirTouch shall not be required to file more than eight Registration Statements
(including Shelf Registration Statements (as defined below)) that become
effective and remain effective for the period referred to in Section 6.3(j).

(b) AirTouch agrees that upon the written request of U S WEST it
will prepare and file with the SEC, one or more registration statements under
the Securities Act covering Registrable Shares which may be transferred by U S
WEST to holders of Monetizing Securities upon the exchange or conversion
thereof (a "Shelf Registration"); provided that AirTouch shall

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not be required to file, or maintain the effectiveness of, a Registration
Statement with respect to a Shelf Registration (a "Shelf Registration
Statement") if AirTouch delivers to U S WEST an opinion, in form and substance
reasonably satisfactory to U S WEST and its counsel, to the effect that the
Registrable Shares are freely transferable to such holders of such Monetizing
Securities under Section 4(1) of the Securities Act without regard to any
volume or other restrictions (the "Resale Opinion"). A Shelf Registration
Statement shall be on Form S-3 or other appropriate form permitting
registration of such Registrable Shares for transfer by U S WEST to holders of
Monetizing Securities upon the exchange or conversion thereof. Each Shelf
Registration Statement shall count towards the number of Registration
Statements AirTouch is required to file pursuant to this Section 6.1.
AirTouch's obligations to prepare and file a Shelf Registration Statement under
this Section 6.1(b) shall be subject to the following conditions:

(i) The Registrable Shares covered by such Shelf Registration
Statement shall be transferable by U S WEST to holders of Monetizing
Securities upon the exchange or conversion thereof only during the
three consecutive business day period commencing on each date by which
AirTouch is obligated to file with the SEC a quarterly report on Form
10-Q or an annual report on Form 10-K (the "Exchange Periods");

(ii) AirTouch shall have no obligation under Section 6.3(d),
6.3(j) or otherwise to keep such Shelf Registration Statement
effective or with respect to the accuracy or completeness of the
disclosure contained or incorporated therein at any time other than
during the Exchange Periods;

(iii) AirTouch shall have no obligation under Section 6.3(d),
6.3(j) or otherwise to keep such Shelf Registration effective or with
respect to the accuracy or completeness of the disclosure contained or
incorporated therein during any Exchange Period if, prior to the
commencement of such Exchange Period, AirTouch shall have notified U S
WEST that fulfilling such obligation would result in a Disadvantageous
Condition under Section 6.5(a)(i)(A) or 6.5(a)(i)(C) (it being
understood that AirTouch's delivery of such notice shall not be deemed
an exercise of a suspension right for purposes of Section
6.5(a)(iii)(C) and shall in no way restrict AirTouch from exercising
its suspension rights under Section 6.5(a)).

(c) In connection with any registration of Registrable Shares
pursuant to this Section 6.1 with respect to an underwritten offering of
Registrable Shares (or Monetizing Securities relating to Registrable Shares),
AirTouch will not register securities for sale for the account of any Person
other

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than holders of Registrable Shares, and will not register any securities other
than Registrable Shares, if the representative of the underwriters selected by
U S WEST advises AirTouch in writing that market factors require such a
limitation or that such registration would otherwise reduce the number of
Registrable Shares that U S WEST would be able to sell in such underwriting or
adversely affect U S WEST's offering of Registrable Shares.

6.2 Company Registration.

(a) If AirTouch shall determine to register any Common Stock either
for its own account or the account of a security holder or holders exercising
their respective demand registration rights, other than a registration relating
solely to employee benefit plans, or a registration relating solely to a
transaction described in Rule 145 promulgated under the Securities Act, or a
registration on any registration form that does not permit secondary sales,
AirTouch will:

(i) promptly give to U S WEST written notice thereof; and

(ii) use its best efforts to include in such registration
(and any related qualification under blue sky laws or other
compliance), except as set forth in Section 6.2(b) below, and in any
underwriting involved therein, the number of shares of Common Stock
then held by U S WEST or its Affiliates specified in a written request
made by U S WEST and received by AirTouch within ten business days
after the written notice from AirTouch described in clause (i) above
is mailed or delivered by AirTouch. Such written request may specify
all or a part of the number of shares of Common Stock then held by U S
WEST or its Affiliates.

(b) (i) If the registration of which AirTouch gives notice is for a
registered public offering involving an underwriting, AirTouch shall so advise
U S WEST as a part of the written notice given pursuant to Section 6.2(a)(i).
In such event, the right of U S WEST to registration pursuant to this Section
6.2 shall be conditioned upon U S WEST's participation in such underwriting and
the inclusion of U S WEST's shares of Common Stock in the underwriting to the
extent provided herein. U S WEST shall (together with AirTouch and the other
holders of securities of AirTouch with registration rights to participate
therein distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriters selected by AirTouch. In the event that U S WEST shall include
shares of Common Stock having a fair market value in excess of $100 million in
such underwriting, AirTouch shall consult with U S WEST regarding the selection
of a co-manager for such underwriting.

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(ii) Notwithstanding any other provision of this Section 6.2, if the
representative of the underwriters advises AirTouch in writing that marketing
factors require a limitation on the number of shares to be underwritten or that
the inclusion of U S WEST's shares would reduce the number of shares of Common
Stock that AirTouch would be able to sell in such underwriting or otherwise
adversely affect AirTouch's offering of Common Stock, the representative may
(subject to the limitations set forth below) exclude all of U S WEST's shares
of Common Stock from, or limit the number of U S WEST's shares of Common Stock
to be included in, the registration and underwriting. AirTouch shall so advise
U S WEST, and the number of shares of Common Stock that are entitled to be
included in the registration and underwriting shall be allocated first to
AirTouch for securities being sold for its own account and thereafter as set
forth in Section 6.2(c).

(c) In any circumstance in which all of U S WEST's shares of Common
Stock and other shares of Common Stock with registration rights (the "Other
Shares") requested to be included in a registration on behalf of U S WEST or
other selling stockholders cannot be so included as a result of limitations on
the aggregate number of shares of Common Stock that may be so included, the
number of shares of Common Stock that may be so included shall be allocated
among U S WEST and other selling stockholders requesting inclusion of shares
pro rata on the basis of the number of shares of Common Stock that are held by
U S WEST and other selling stockholders, provided, however, that such
allocation shall not operate to reduce the aggregate number of U S WEST's
shares of Common Stock and Other Shares to be included in such registration.
If U S WEST or any other selling stockholder does not request inclusion of the
maximum number of shares of Common Stock allocated to it pursuant to the
above-described procedure, the remaining portion of its allocation shall be
reallocated among U S WEST and other selling stockholders whose allocations did
not satisfy their requests pro rata on the basis of the number of shares of
Common Stock which are held by U S WEST and other selling stockholders, and
this procedure shall be repeated until all of the shares of Common Stock which
may be included in the registration on behalf of U S WEST and other selling
stockholders have been so allocated.

6.3 Registration Procedures. In the case of each registration
involving Registrable Shares pursuant to this Article VI (including the Shelf
Registration), AirTouch will:

(a) furnish to U S WEST, prior to the filing of a Registration
Statement, copies of such Registration Statement as it is proposed to be filed,
and thereafter such number of copies of such Registration Statement, each
amendment and supplement thereto (in each case including all exhibits thereto),
the prospectus included in such Registration Statement (including each
preliminary prospectus) and such other documents in such

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quantities as U S WEST reasonably may request from time to time in order to
facilitate the disposition of such Registrable Shares;

(b) use all reasonable efforts to register or qualify the offer and
sale of such Registrable Shares under such other securities or blue sky laws of
such jurisdiction as U S WEST reasonably requests and do any and all other acts
and things as reasonably may be necessary or advisable to enable U S WEST to
consummate the disposition in such jurisdictions of the Registrable Shares
owned by U S WEST; provided that AirTouch will not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subsection (b), (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction;

(c) use all reasonable efforts to cause such Registrable Shares to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of AirTouch to
enable U S WEST to consummate the disposition of such Registrable Shares;

(d) notify U S WEST, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such Registration
Statement or amendment contains an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, and (subject to AirTouch's suspension
rights set forth in Section 6.5(a)) AirTouch will promptly prepare a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Shares, such prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading;

(e) enter into customary agreements, including an underwriting
agreement in customary form, with customary "holdback" or "lock-up" provisions
(which in no event will apply to AirTouch for a period of longer than 90 days
and which will be subject to customary exceptions), and, subject to the
provisions of Section 5.2, take such other customary actions incidental to the
registration of the Registrable Shares as are reasonably requested by U S WEST;

(f) make available for inspection by U S WEST, any underwriter
participating in any disposition pursuant to such registration, and any
attorney, accountant or other agent retained by U S WEST or any such
underwriter (collectively, the "Inspectors"), all financial and other records,
pertinent corporate documents and properties of AirTouch (collectively, the

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"Records") as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause the officers, directors and employees
of AirTouch to supply all information reasonably requested by any such
Inspector in connection with such registration;

(g) use all reasonable efforts to obtain a legal opinion from counsel
for AirTouch and a comfort letter from the independent public accountants for
AirTouch, in each case, addressed to U S WEST and the underwriters, if any, in
customary form and covering such matters of the type customarily covered by
legal opinions and comfort letters as U S WEST or the underwriters reasonably
request;

(h) otherwise use all reasonable efforts to comply with all
applicable rules and regulations of the SEC, and make generally available to
its security holders, as soon as reasonably practicable, an earnings statement
covering a period of twelve months beginning within three months after the
effective date of such Registration Statement, which earnings statement shall
satisfy the provisions of section 11(a) of the Securities Act and Rule 158
thereunder;

(i) use all reasonable efforts to cause all such Registrable Shares
to be listed on each securities exchange on which similar securities issued by
AirTouch are listed (it being understood that, at the request of U S WEST,
AirTouch shall use all reasonable efforts to list the Class D Preferred Stock
and the Class E Preferred Stock on the New York Stock Exchange); and

(j) use its best efforts (i) to have any registration of the
Registrable Shares declared effective as promptly as practicable after the
filing thereof and (ii) except as set forth in Section 6.1(b) with respect to
the period of effectiveness of the Shelf Registration, to keep such
Registration Statement continuously effective for a period (up to three months)
sufficient to complete the distribution of the Registrable Shares. AirTouch
further agrees to supplement or make amendments to the Registration Statement,
if required by (x) the registration form utilized by AirTouch for such
registration or by the instructions applicable to such registration form, (y)
the Securities Act or the rules and regulations thereunder or (z) U S WEST (or
any underwriter for U S WEST) with respect to information concerning U S WEST
or such underwriter or the plan of distribution to be utilized with respect to
the Registrable Shares. AirTouch agrees to furnish to U S WEST copies of any
such supplement or amendment prior to its being used or filed with the SEC.

6.4 Conditions to Offerings.

(a) The obligations of AirTouch to take the actions contemplated by
Sections 6.1 and 6.3 with respect to an offering

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of Registrable Shares shall be subject to the following conditions:

(i) The aggregate gross proceeds of the offering shall be no
less than $350 million (in the case of Common Stock or Monetizing
Securities relating to Common Stock) or $250 million (in the case of
Preferred Stock or Monetizing Securities relating to Preferred Stock);

(ii) U S WEST shall have the right to select the lead manager
to administer the offering and its counsel, provided that such lead
manager shall be selected from among the investment banking firms set
forth on Exhibit A hereto after consultation with AirTouch, and such
counsel must be reasonably satisfactory to AirTouch;

(iii) AirTouch shall have the right to select the senior
co-manager of the offering (provided that such selection shall be made
after consultation with U S WEST) who shall have greater than
customary co-manager involvement in and access to information
regarding all aspects of the offering and greater than customary
co-manager participation in the economics of the transaction (which
greater than customary participation in the economics of the
transaction shall be determined by U S WEST);

(iv) U S WEST and its lead manager shall use reasonable
efforts to effect a wide distribution of such Registrable Shares;

(v) U S WEST shall provide, and shall cause its lead manager
to provide, to AirTouch such information regarding the distribution of
the Registrable Shares (or related Monetizing Securities) as AirTouch
may from time to time reasonably request (including, without
limitation, all reports and other information regarding the status of
the formation of the "books" of the offering provided to U S WEST
during the offering process (at the same time as such reports and
other information are provided to U S WEST) and the ability to review
the "books" of the offering at the time of pricing of the offering);

(vi) A registration statement filed by AirTouch pursuant to
Section 6.1 shall not have been declared effective within the
immediately preceding six months;

(vii) U S WEST shall conform to all requirements of the
Securities Act and the Exchange Act applicable to it with respect to
the offering and sale of such Registrable Shares and shall advise each
underwriter, broker or dealer through which any of such Registrable
Shares are offered that such Registrable Shares are part of a
distribution

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that is subject to the prospectus delivery requirements of the
Securities Act; and

(viii) U S WEST shall promptly notify AirTouch of the
completion of the distribution of the offering of such Registrable
Shares.

(b) AirTouch's obligations pursuant to Sections 6.1 and 6.3 shall
be suspended during any "holdback" or "lock-up" period (which shall in no event
exceed 90 days) in effect under any underwriting arrangements by which AirTouch
is bound; provided that during such "holdback" or "lock-up" period AirTouch
shall take all reasonable actions in preparation for fulfilling its obligations
pursuant to Sections 6.1 and 6.3 promptly following the expiration thereof.

(c) U S WEST agrees that, upon receipt of any notice from AirTouch
of the happening of any event of the kind described in Section 6.3(d), or the
issuance by the SEC or other regulatory authority of any stop order or other
order suspending or limiting the offer or sale of the Registrable Shares, U S
WEST will forthwith discontinue disposition of Registrable Shares pursuant to
the registration covering such Registrable Shares until U S WEST's receipt of
the copies of the supplemented or amended prospectus contemplated by Sections
6.3(a) and 6.3(d) or AirTouch notifies U S WEST of the lifting of such stop
order or similar order; provided, however, that the effectiveness period
referred to in Section 6.3(j) shall be tolled for the duration of any such
discontinuance and AirTouch shall use its best efforts to have such stop order
or other order promptly lifted.

(d) U S WEST shall, and shall direct each of its underwriters and
other Inspectors to, hold all confidential information made available or
provided hereunder by AirTouch or its officers, directors, employees, agents or
other representatives in strict confidence (unless disclosure of such
information is ordered pursuant to a court or other governmental order).

6.5 Additional Conditions.

(a) (i) AirTouch's obligations pursuant to Sections 6.1 and 6.3
shall be suspended if AirTouch shall deliver to U S WEST a certificate of an
executive officer of AirTouch to the effect that any of the following
conditions (each, a "Disadvantageous Condition") exists: (A) the fulfillment of
such obligations would require AirTouch to make a disclosure that would be
detrimental to AirTouch and premature and AirTouch concludes, as a result, that
it is essential to suspend such obligations, (B) AirTouch has filed or proposes
to file a registration statement with respect to any of its securities to be
distributed in an underwritten public offering and it is advised by its lead or
managing underwriter that an offering by U S WEST of Registrable Shares would
materially adversely affect the distribution of

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such securities, provided that AirTouch is actively employing, or upon such
proposed filing actively employs, all reasonable efforts to cause any such
filed registration statement to become effective, or (C) the fulfillment of
such obligations would require AirTouch to prepare financial statements not
required to be prepared for AirTouch to comply with its obligations under the
Exchange Act at the time that the registration statement is proposed to be
filed.

(ii) AirTouch's obligations under Sections 6.1 and 6.3 shall be
reinstated upon the earlier of (A) 90 days following the delivery of such
certificate or (B) such time as a Disadvantageous Condition no longer exists;
provided that, during the period in which such Disadvantageous Condition
exists, AirTouch shall take reasonable actions in preparation for fulfilling
its obligations pursuant to Sections 6.1 and 6.3 promptly following the
expiration thereof. A Disadvantageous Condition shall be deemed to no longer
exist: (1) in the case of Section 6.5(a)(i)(A) above, upon the making of such
disclosure by AirTouch (or, if earlier, when such disclosure is determined by
AirTouch to be either no longer necessary for the fulfillment of such
obligations or no longer detrimental), (2) in the case of Section 6.5(a)(i)(B)
above, upon the conclusion of any period during which AirTouch would not,
pursuant to the terms of its underwriting arrangements, be permitted to offer
for sale or sell Registrable Shares for its own account (it being understood
that AirTouch shall only agree to customary "holdback" or "lock- up" periods as
part of such underwriting arrangements and (3) in the case of Section
6.5(a)(i)(C) above, as soon as (x) it would no longer be necessary to prepare
such financial statement to comply with the Securities Act or (y) AirTouch
prepares such financial statements.

(iii) Notwithstanding the foregoing, AirTouch shall not be entitled
to suspend its obligations under Sections 6.1 and 6.3:

(A) subsequent to the filing of a registration statement for
Registrable Shares, during the period beginning 15 days prior to, and
ending 35 days following, the date that such registration statement is
declared effective (or expected to be declared effective in the case
of periods prior to such effective date), unless (1) AirTouch's Board
of Directors shall determine, after consultation with legal counsel,
that such suspension is essential in the exercise of its fiduciary
duties as a result of any material development or event not initiated
by AirTouch during such period and (2) AirTouch reimburses U S WEST
for the reasonable expenses incurred by U S WEST through the date of
such suspension in marketing the offering to which such registration
statement relates;

(B) by asserting a Disadvantageous Condition under Section
6.5(a)(i)(B), unless it shall have delivered notice of such
Disadvantageous Condition within 10 business days following

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its receipt of notice of an exercise of U S WEST's demand registration
rights under Section 6.1; or

(iv) The period during which U S WEST is required to sell its
Registrable Shares pursuant to Section 6.3(j) shall be tolled for the duration
of any suspension pursuant to this Section 6.5(a).

(b) The number of Registrable Shares to be registered in any
Registration Statement filed pursuant to Section 6.1 of this Agreement shall be
reduced to the extent that the senior co-manager selected by AirTouch (or, if
no such senior co-manager shall have been selected by AirTouch, an investment
banking firm of national standing) shall have advised AirTouch in writing
setting forth the reasons for such advice in reasonable detail (and provided U
S WEST with a copy of such written advice) that the distribution of all of the
Registrable Shares (or Monetizing Securities relating to such Registrable
Shares, as applicable) requested to be registered by U S WEST in the manner
contemplated by U S WEST would materially and adversely affect the market price
of AirTouch's equity securities. If the number of shares registered is reduced
pursuant to this Section 6.5(b) by more than one-third of the number requested
to be registered by U S WEST, the Registration Statement relating to such
reduced number shall not count as one of the Registration Statements available
to U S WEST under Section 6.1.

6.6 Registration Expenses. All expenses incident to the performance
of or compliance with this Article VI by AirTouch, including, without
limitation, all fees and expenses of compliance with securities or blue sky
laws (including reasonable fees and disbursements of counsel in connection with
blue sky qualifications of the Registrable Shares), printing expenses,
messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the fees and expenses incurred in connection with
the listing of the Registrable Shares to be registered on each securities
exchange on which similar securities issued by AirTouch are then listed (or, in
the case of the Preferred Stock, on the New York Stock Exchange), fees and
disbursements of counsel for AirTouch and its independent certified public
accountants (including the expenses of any comfort letters required by or
incident to such performance), securities acts liability insurance (if AirTouch
elects to obtain such insurance), the reasonable fees and expenses of any
special experts retained by AirTouch in connection with such registration and
the fees and expenses of other Persons retained by AirTouch, will be borne by
AirTouch. Notwithstanding anything in this Section 6.6 to the contrary,
AirTouch will not have any responsibility for any registration or filing fees
payable under any federal or state securities or

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blue sky laws (with respect to Registrable Shares or Monetizing Securities) or,
except as provided in Section 5.2(a)(viii) or 6.5(a)(iii)(A), for any of the
expenses of U S WEST incurred in connection with any registration hereunder
including, without limitation, expenses associated with the issuance of any
Monetizing Securities, underwriting fees, discounts and commissions and
transfer taxes, if any, attributable to the sale of U S WEST's Registrable
Shares, counsel fees of U S WEST and travel costs.

6.7 Indemnification; Contribution.

(a) Indemnification by AirTouch. AirTouch agrees to indemnify, to
the fullest extent permitted by law, U S WEST (and any Affiliate thereof
holding Registrable Shares), each Person, if any, who controls U S WEST or such
Affiliate (within the meaning of either the Securities Act or the Exchange
Act), and their respective directors and officers against any and all losses,
claims, damages, liabilities and expenses (including attorneys' fees) caused by
any untrue or alleged untrue statement of material fact contained in any
Registration Statement, prospectus or preliminary prospectus (each as amended
and/or supplemented, if AirTouch shall have furnished any amendments or
supplements thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading; provided that AirTouch shall not be
required to indemnify U S WEST or such Affiliate, such controlling persons or
their respective officers or directors for any losses, claims, damages,
liabilities or expenses resulting from any such untrue statement or omission if
such untrue statement or omission is made in reliance on and conformity with
any information with respect to U S WEST or its Affiliates or the underwriters
furnished to AirTouch by U S WEST or its Affiliates or the underwriters
expressly for use therein; and provided further, that with respect to any
untrue statement or omission or alleged untrue statement or omission made in
any preliminary prospectus, the indemnity agreement contained in this paragraph
shall not inure to the benefit of U S WEST or such Affiliate, if the liability
or expense results from the fact that a copy of the prospectus was not sent or
given to such Person at or prior to the written confirmation of sale of such
Registrable Shares to such Person as required by the Securities Act and if the
untrue statement or omission has been corrected in the prospectus, unless such
failure to deliver the prospectus was a result of noncompliance by AirTouch
with its obligations under Section 6.3(a) hereof.

(b) Indemnification by U S WEST. In connection with any registration
in which U S WEST is participating, U S WEST will furnish to AirTouch in
writing such information with respect to U S WEST and its Affiliates as
AirTouch reasonably requests for use in connection with any such registration,
prospectus, or

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preliminary prospectus and agrees to indemnify, to the fullest extent permitted
by law, AirTouch, each Person, if any, who controls AirTouch (within the
meaning of either the Securities Act or of the Exchange Act), and their
respective directors and officers to the same extent as the foregoing indemnity
from AirTouch to U S WEST, but only with respect to information relating to U S
WEST furnished to AirTouch in writing by U S WEST expressly for use in the
Registration Statement, the prospectus, any amendment or supplement thereto, or
any preliminary prospectus.

(c) Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to Section 6.7(a)
or Section 6.7(b), such Person (hereinafter called the "indemnified party")
shall promptly notify the person against whom such indemnity may be sought
(hereinafter called the "indemnifying party") in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and the indemnified party
shall have been advised by counsel that representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all such indemnified parties, and
that all such fees and expenses shall be reimbursed as they are incurred. In
the case of any such separate firm for the indemnified parties, such firm shall
be designated in writing by the indemnified parties. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel as contemplated by the
third sentence of this Section 6.7(c), the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more

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than 30 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not either have reimbursed the
indemnified party in accordance with such request or reasonably objected in
writing, on the basis of the standards set forth herein, to the propriety of
such reimbursement prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement does not
provide for any injunctive or other non-monetary relief against the indemnified
party and includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

(d) Contribution. If the indemnification provided for in this
Section 6.7 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to in this Section 6.7, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 6.7(c), any
legal or other fees or expenses reasonably incurred by such party in connection
with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6.7(d) were determined by pro rata
allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

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If indemnification is available under this Section 6.7, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Sections 6.7(a) and (b) without regard to the relative fault of
said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 6.7(d).

6.8 Rule 144. AirTouch covenants that it will file the reports
required to be filed by it under the Exchange Act and the rules and regulations
adopted by the SEC thereunder, and it will take such further action as U S WEST
may reasonably request, all to the extent required from time to time to enable
U S WEST to sell AirTouch Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144, as such rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC. Upon the request of U S WEST, AirTouch will deliver to U S
WEST a written statement as to whether it has complied with such requirements.

6.9 Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In the event that AirTouch shall propose to enter into
an agreement of merger, consolidation or other business combination with any
Person and in connection with such agreement AirTouch will no longer have a
class of equity securities having substantially the same rights as the Common
Stock registered with the SEC pursuant to Section 12(b) or 12(g) of the
Exchange Act, AirTouch hereby covenants and agrees with U S WEST that it will
cause such Person (or the parent of such Person if stockholders of AirTouch
receive shares of the capital stock of such parent in connection with such
transaction) to assume the rights and obligations of AirTouch set forth in this
Article VI and in Article V hereof (provided that all obligations of such
Person and the parent of such Person under Article V shall terminate on the
third anniversary of the date hereof), to the full extent set forth herein (it
being understood that the shares of capital stock of such Person or parent
received by U S WEST in connection with any such transaction shall be
"Registrable Shares" under this Agreement).

ARTICLE VII
CERTAIN ADDITIONAL RIGHTS WITH
RESPECT TO PREFERRED STOCK

7.1 Earnings and Profits Gross-Up.

(a) If the aggregate amount of any dividends paid pursuant to
Section 3(a) of the Certificates of Designation, Preferences and Privileges of
the Preferred Stock (the "Certificates") made during any taxable year with
respect to the shares of Preferred Stock exceeds the current and accumulated
earnings and profits of AirTouch as of the end of such taxable year, as
determined for federal income tax purposes, AirTouch shall make a Gross-Up

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Payment (as defined below) to U S WEST with respect to such dividends received
which exceeded AirTouch's current and accumulated earnings and profits (each
such dividend, to the extent such dividend exceeded AirTouch's current and
accumulated earnings and profits and as a result failed to qualify as a
dividend for federal income tax purposes, an "Excess Distribution"). Within 90
days following the end of such taxable year, AirTouch shall deliver a notice to
U S WEST indicating the dividends for such taxable year which were Excess
Distributions and, within 120 days following the end of such taxable year,
distribute to U S WEST an amount equal to the aggregate Gross-Up Payment to be
paid to U S WEST with respect to such taxable year.

(b) A "Gross-Up Payment" shall mean a payment to U S WEST of an
amount which, when taken together with the aggregate Excess Distributions paid
to U S WEST by AirTouch during any taxable year pursuant to Section 3(a) of the
Certificates, would cause the net yield in dollars received by U S WEST on the
Preferred Stock (after taking into effect the federal income tax consequences
to U S WEST of receiving the Excess Distributions and the Gross-Up Payment) to
be equal to the net yield in dollars which would have been received by U S WEST
on the Preferred Stock during such taxable year had none of the dividends paid
on the Preferred Stock to U S WEST during such taxable year constituted Excess
Distributions. Such Gross- Up Payment shall be calculated by treating that
portion of the Excess Distribution that would constitute a return of capital to
U S WEST as capital gain received by U S WEST (assuming that U S WEST will hold
the Preferred Stock for a period of time equal to one half of the period
remaining until maturity), by applying a discount rate equal to the then
current yield on AirTouch's senior, unsecured debt having an equivalent
maturity to such amount in determining its present value, and using the
marginal corporate federal income tax rate applicable to U S WEST during such
taxable year. Within ten Business Days following its receipt from AirTouch of
a notice that Excess Distributions were made with respect to any taxable year,
U S WEST shall provide AirTouch with a calculation (together with such
supporting information as AirTouch may reasonably request) of the marginal
corporate federal income tax rate applicable to U S WEST during such taxable
year and U S WEST's tax basis in the Preferred Stock as of the time of each
Excess Distribution.

ARTICLE VIII
TERM OF AGREEMENT

8.1 Termination of Article IV. Article IV of this Agreement shall
terminate at such time as U S WEST and its Affiliates (a) cease to beneficially
own Voting Securities representing at least 5% (calculated by voting power) of
the then outstanding Voting Securities and (b) upon the occurrence of an
AirTouch Change of Control.

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8.2 Termination of Article V and VI. Articles V and VI of this
Agreement shall terminate (except as to Preferred Stock and Monetizing
Securities related thereto) at such time as the Common Stock beneficially owned
by U S WEST and its Affiliates ceases either (a) to have a fair market value of
at least $600 million or (b) to represent at least 1.5% of the then outstanding
Common Stock.

ARTICLE IX
MISCELLANEOUS

9.1 Legend; Removal of Legend.

(a) All certificates evidencing AirTouch Securities beneficially
owned by U S WEST shall have the following legend, which shall remain on such
certificates until such time as the securities represented by such certificates
are no longer subject to the restrictions of this Agreement:

THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF AN
INVESTMENT AGREEMENT (INCLUDING THE RESTRICTIONS ON TRANSFER SET FORTH
THEREIN) DATED AS OF APRIL 6, 1998, BETWEEN AIRTOUCH COMMUNICATIONS,
INC. AND U S WEST, INC. AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
ALIENATED EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS
ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF AIRTOUCH.

(b) Any legend endorsed on a certificate pursuant to paragraph (a)
shall be removed if the AirTouch Securities represented by such certificate
shall have been effectively transferred in compliance with Section 4.3 or this
Agreement shall have terminated.

9.2 Severability. If any term, provision, covenant or restriction of
this Agreement is determined to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect, unless such action would
substantially impair the benefits to either party of the remaining provisions
of this Agreement.

9.3 Specific Enforcement. The parties hereto acknowledge and agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent or cure breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they may be entitled by law or equity.

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9.4 Entire Agreement; Amendments. Except to the extent that other
agreements are specifically referred to herein, this Agreement between AirTouch
and U S WEST contains the entire understanding of the parties with respect to
the matters covered hereby and thereby and, except as specifically set forth
herein or therein, neither AirTouch nor U S WEST makes any representation,
warranty, covenant or undertaking with respect to such matters. This Agreement
amends and restates in its entirety that certain Amended and Restated
Investment Agreement, dated as of September 30, 1995, between AirTouch and U S
WEST's predecessor, U S WEST, Inc., a Colorado corporation. This Agreement may
be amended only by an agreement in writing executed by the parties hereto. The
parties hereto may amend this Agreement without notice to or the consent of any
third party.

9.5 Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be effective (a) when
personally delivered or transmitted by telecopier on a Business Day during
normal business hours where such notice is to be received at the address or
number designated below or (b) on the Business Day following the date of
mailing by overnight courier, fully prepaid, addressed to such address,
whichever shall first occur. The addresses for such communications shall be:

If to AirTouch: AirTouch Communications, Inc.
Xxx Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxx, Esq.
Senior Vice President, Legal and
External Affairs
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

With a copy to: Pillsbury Madison & Sutro LLP
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxxxx X. Xxxxxxxx III
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

If to U S WEST: U S WEST, Inc.
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

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With a copy to: Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Block, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

Any party hereto may from time to time change its address for notices under
this Section 9.5 by giving at least 10 days' notice of such changed address to
the other party hereto.

9.6 Waivers. No waiver by either party of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future thereof or a waiver of any other
provision, condition or requirement of this Agreement; nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right accruing to it thereafter.

9.7 Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions of this Agreement.

9.8 Successors and Assigns.

(a) This Agreement shall be binding upon and inure to the benefit
of the parties and their successors, legal representatives and permitted
assigns. The parties hereto may amend this Agreement without notice to or the
consent of any third party. Neither AirTouch nor U S WEST shall assign this
Agreement or any rights hereunder without the prior written consent of the
other (which consent may be withheld for any reason in the sole discretion of
the party from whom consent is sought).

(b) Notwithstanding the foregoing, in the event that U S WEST
distributes to its stockholders (by dividend, redemption, exchange, merger of
otherwise) all the outstanding shares of capital stock of MediaCo (as defined
in the Merger Agreement) and following such distribution MediaCo or a wholly
owned subsidiary thereof beneficially owns all of the AirTouch Securities owned
by U S WEST prior to such distribution, (i) U S WEST shall assign all, but not
less than all, of its rights and obligations under this Agreement to MediaCo,
(ii) MediaCo shall agree to be bound by the terms of this Agreement (by
instrument in form and substance reasonably satisfactory to AirTouch) and (iii)
upon assumption by MediaCo of the obligations so assigned, U S WEST shall be
released from its obligations hereunder to AirTouch.

9.9 No Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the

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benefit of, nor may any provision of this Agreement be enforced by, any other
Person.

9.10 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
without regard to the principles of conflicts of laws.

9.11 Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts shall together constitute one and the same
instrument.

9.12 Enforcement. The parties agree that irreparable damage would
occur and that the parties would not have any adequate remedy at law in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any United States federal court
located in the State of Delaware or in Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity.
In addition, each of the parties hereto (a) consents to submit itself to the
personal jurisdiction of any United States federal court located in the State
of Delaware or any Delaware state court in the event any dispute arises out of
this Agreement or any of the transactions contemplated by this Agreement, (b)
agrees that only such courts shall have jurisdiction and venue over any such
dispute, (c) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court and (d)
agrees that it will not bring any action relating to this Agreement in any
court other than a United States federal court sitting in the State of Delaware
or a Delaware state court.

9.13 Arbitration

(a) General Arbitration Provisions.

(i) The parties hereto agree that all disputes under this
Agreement shall be resolved by binding arbitration, which shall be
administered by the American Arbitration Association ("AAA") in
Phoenix, Arizona, and, except as expressly provided in this Agreement,
shall be conducted in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, as such Rules may be amended
from time to time, with the hearing locale to be Phoenix, Arizona.

(ii) A single neutral arbitrator shall preside over the
arbitration and decide the dispute (the "Decision").

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(iii) The Decision shall be binding, and the prevailing party
may enforce such decision in any court of competent jurisdiction.

(iv) The parties shall cooperate with each other in causing
the arbitration to be held in as efficient and expeditious a manner as
practicable.

(v) The parties have selected arbitration in order to
expedite the resolution of disputes and to reduce the costs and
burdens associated with litigation. The parties agree that the
arbitrator should take these concerns into account when determining
the scope of permissible discovery and other hearing and pre-hearing
procedures.

(vi) Without limiting any other remedies which may be
available under applicable laws, the arbitrator shall have no
authority to award punitive damages.

(vii) The arbitrator shall render a decision within 120 days
after accepting an appointment to serve as arbitrator unless the
parties otherwise agree or the arbitrator makes a finding that a party
has carried the burden of showing good cause for a longer period.

(viii) Notwithstanding anything herein to the contrary, any
party may seek a temporary restraining order or a preliminary
injunction from any court of competent jurisdiction in order to
prevent immediate and irreparable injury, loss or damage pending the
selection of an arbitrator to render a Decision on the ultimate merits
of any dispute.

(b) Selection of the Arbitrator.

(i) The parties hereto shall cooperate in good faith to
select a mutually agreeable arbitrator. If the parties have not
agreed upon an arbitrator within 30 days of the initiation of the
arbitration, then an arbitrator shall be selected pursuant to the
provisions of Section 9.13(b)(ii) of this Agreement.

(ii) If the parties are unable to agree upon an arbitrator
pursuant to the procedures of Section 9.13(b)(i) of this Agreement,
then the American Arbitration Association shall designate an
arbitrator pursuant to its Commercial Arbitration Rules, except that
the list of potential arbitrators from the National Panel of
Commercial Arbitrators submitted to the parties shall be drawn from
throughout the United States other than from the State of Arizona, and
shall have expertise in the subject matter or nature of the dispute.

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(c) Confidentiality. All proceedings and decisions of the arbitrator
shall be maintained in confidence, to the extent legally permissible, and shall
not be made public by any party or any arbitrator without the prior written
consent of all parties to the arbitration, except as may be required by law.

(d) Fees and Costs. Each party shall bear its own costs and
attorneys' fees in connection with any arbitration, and the parties shall
equally bear the fees, costs and expenses of the arbitrator and the arbitration
proceedings; provided, however, that the arbitrator may exercise discretion to
award costs, but not attorneys' fees, to the prevailing party.

(e) Award. Any arbitration award shall be binding and enforceable
against the parties hereto, their successors and assigns, and judgment may be
entered thereon in any court of competent jurisdiction.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the date hereof.

AIRTOUCH COMMUNICATIONS, INC.

By /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
and Chief Financial Officer

U S WEST, INC.

By /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President

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