2

                                                                            


                                                     July ____, 1998



[Name]
[Title]
[Company]
[Address]
 
Dear [Name]:

MediaOne  Group,   Inc.,  on  behalf  of  itself,   its   subsidiaries  and  its
stockholders,  and any successor or surviving  entity,  wishes to encourage your
continued   service  and   dedication  in  the   performance   of  your  duties,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined in Subsection I(i)) of the Company (as defined in Subsection  I(k)). The
Board of Directors of the Company (the "Board")  believes that the prospect of a
pending or threatened  Change of Control  inevitably  creates  distractions  and
personal risks and uncertainties for its executives,  and that it is in the best
interests  of  MediaOne  Group,  Inc.  and its  stockholders  to  minimize  such
distractions to certain executives. The Board further believes that it is in the
best  interests of the Company to encourage its  executives'  full attention and
dedication to their duties, both currently and in the event of any threatened or
pending Change of Control.

Accordingly,  the Board has determined that appropriate steps should be taken to
reinforce  and  encourage  the  continued  retention  of certain  members of the
Company's  management,  including yourself,  and the attention and dedication of
management  to  their  assigned  duties  without  distraction  in  the  face  of
potentially disturbing circumstances arising from the possibility of a Change of
Control.

In order to induce you  ("Executive") to remain in the employ of the Company and
in  consideration of your continued  service to the Company,  the Company agrees
that you shall  receive the  benefits  set forth in this letter  agreement  (the
"Agreement")  in the event that your  employment  with the Company is terminated
subsequent to a Change of Control in the  circumstances  described  herein.  For
purposes of this  Agreement,  references  to  employment  with the Company shall
include  employment  with a Subsidiary  of the Company (as defined in Subsection
I(y)).

I.  Definitions

The meaning of each capitalized term that is used in this Agreement is set forth
below.

(a) AAA. The American Arbitration Association.

(b) Additional Pay. The meaning of this term is set forth in Subsection IV(b).

(c) Agreement.  The meaning of this term is set forth in the third  paragraph of
    this Agreement.

(d)  Agreement  Payments.  The  meaning of this term is set forth in  Subsection
     IV(e)(i).

(e) Beneficiaries. The meaning of this term is set forth in Subsection VI(b).

(f) Board.  The meaning of this term is set forth in the first paragraph of this
    Agreement.

(g) Business  Combination.  The meaning of this term is set forth in  Subsection
    I(i)(iii).


(h) Cause.  For  purposes  of this  Agreement,  "Cause"  shall mean  Executive's
willful breach or failure to perform his employment duties. For purposes of this
Subsection  I(h),  no act, or failure to act, on the part of Executive  shall be
deemed  "willful"  unless done,  or omitted to be done, by Executive not in good
faith and without reasonable belief that such action or omission was in the best
interest of the Company.  Notwithstanding the foregoing,  Executive's employment
shall  not be  deemed to have been  terminated  for Cause  unless  and until the
Company  delivers to Executive a certificate of a resolution duly adopted by the
affirmative  vote of not less  than  seventy-five  percent  (75%) of the  entire
membership  of the Board at a  meeting  of the  Board  called  and held for such
purpose (after  reasonable notice to Executive and an opportunity for Executive,
together with Executive's  counsel, to be heard before the Board),  finding that
in the good faith  opinion of the Board,  Executive  has engaged in such willful
conduct and specifying the details of such willful conduct.

(i) Change of Control.  For  purposes of this  Agreement,  a "Change of Control"
shall be deemed to have  occurred  if there is a change of  control  of a nature
that would be required  to be reported in response to Item 6(e) of Schedule  14A
of Regulation  14A  promulgated  under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not the Company is then subject to such
reporting  requirement;  provided  that,  without  limitation,  such a Change of
Control shall be deemed to have occurred if:

          (i) any "person" (as such term is used in Sections  13(d) and 14(d)(2)
     as currently in effect,  of the Exchange  Act) is or becomes a  "beneficial
     owner" (as  determined  for  purposes of  Regulation  13D-G as currently in
     effect,  under the Exchange  Act,  directly or  indirectly,  of  securities
     representing  twenty percent (20%) or more of the total voting power of all
     of the Company's then outstanding voting  securities.  For purposes of this
     Agreement,  the term "person" shall not include:  (A) the Company or any of
     its Subsidiaries, (B) a trustee or other fiduciary holding securities under
     an employee benefit plan of the Company or any of its Subsidiaries,  or (C)
     an underwriter  temporarily  holding securities  pursuant to an offering of
     said securities;

          (ii)  during  any  period  of  two  (2)  consecutive  calendar  years,
     individuals  who at the beginning of such period  constitute  the Board and
     any new director(s)  whose election by the Board or nomination for election
     by the Company's stockholders was approved by a vote of at least two-thirds
     of the  directors  then still in office who either  were  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 Board,  but  excluding  for this  purpose,  any such  individual  whose
     initial  assumption of office occurs as a result of an actual or threatened
     election  contest (as such terms are used in Rule 14a-11 of Regulation 14A,
     as currently in effect,  of the Exchange Act) or other actual or threatened
     solicitation  of proxies on consents by or on behalf of a person other than
     the Board;

          (iii) the stockholders of the Company approve a merger,  consolidation
     or sale or other  disposition of all or substantially  all of the assets of
     the Company (a "Business Combination"), in each case, unless following such
     Business  Combination:  (i) all or substantially all of the individuals and
     entities who were the  "beneficial  owners" (as  determined for purposes of
     Regulation  13D-G,  as  currently in effect,  of the  Exchange  Act) of the
     outstanding  voting  securities  of the Company  immediately  prior to such
     Business Combination  beneficially own, directly or indirectly,  securities
     representing  more than seventy  percent (70%) of the total voting power of
     the then outstanding  voting  securities of the corporation  resulting from
     such Business Combination or the parent of such corporation (the "Resulting
     Corporation");  (ii) no "person" (as such term is used in Section 13(d) and
     14(d)(2),  as  currently  in effect,  of the  Exchange  Act),  other than a
     trustee or other fiduciary  holding  securities  under an employee  benefit
     plan of the Company or the Resulting Corporation, is the "beneficial owner"
     (as determined for purposes of Regulation 13D-G, as currently in effect, of
     the  Exchange   Act),   directly  or  indirectly,   of  voting   securities
     representing twenty percent (20%) or more of the total voting power of then
     outstanding  voting securities of the Resulting  Corporation;  and (iii) at
     least a majority of the members of the board of directors of the  Resulting
     Corporation  were members of the Board at the time of the  execution of the
     initial agreement, or at the time of the action of the Board, providing for
     such Business Combination;

          (iv)  the  stockholders  of the  Company  approve  a plan of  complete
     liquidation or dissolution of the Company; or

          (v) any other event that a simple  majority of the Board,  in its sole
     discretion, shall determine constitutes a Change of Control.

(j) Code. The meaning of this term is set forth in Subsection IV(e)(i).

(k) Company. The meaning of this term is set forth in Subsection VI(a).

(l) Controlled Group. For purposes of this Agreement,  "Controlled  Group" shall
mean the Company and all of the Company's Subsidiaries.

(m)  Disability.  For  purposes of this  Agreement,  "Disability"  shall mean an
illness,  injury or similar  incapacity  which 52 weeks after its  commencement,
continues to render  Executive  unable to perform the  material and  substantial
duties of  Executive's  position  or any  substantially  similar  occupation  or
substantially  similar  employment  for  which  Executive  is  qualified  or may
reasonably become qualified by training,  education or experience.  Any question
as to the existence of a Disability  upon which Executive and the Company cannot
agree shall be  determined  by a  qualified  independent  physician  selected by
Executive  (or,  if  Executive  is unable to make such  selection,  by any adult
member of Executive's immediate family or Executive's legal representative), and
approved by the Company,  such  approval not to be  unreasonably  withheld.  The
determination  of  such  physician  made in  writing  to both  the  Company  and
Executive shall be final and conclusive for all purposes of this Agreement.

(n) Employer. For purposes of this Agreement,  "Employer" shall mean the Company
or the  Subsidiary,  as the case may be, with which  Executive has an employment
relationship.

(o) Exchange Act. This term shall have the meaning set forth in Subsection I(i).

(p) Executive. This term shall have the meaning set forth in the third paragraph
of this Agreement.

(q)  Excise  Tax.  This term  shall  have the  meaning  set forth in  Subsection
IV(e)(i).

(r) Good Reason.  For purposes of this  Agreement,  "Good Reason" shall mean the
occurrence,  without  Executive's  prior express written consent,  of any of the
following circumstances:

     (i) The assignment to Executive of any duties inconsistent with Executive's
     status or  responsibilities  as in effect  immediately prior to a Change of
     Control, including imposition of travel obligations which differ materially
     from required business travel immediately prior to the Change of Control;

     (ii) Any  diminution  in the  status  or  responsibilities  of  Executive's
     position  from  that  which  existed  immediately  prior to the  Change  of
     Control,  whether by reason of the Company  ceasing to be a public  company
     under the  Exchange  Act,  becoming  a  subsidiary  of a  successor  public
     company, or otherwise;

     (iii)  (A) A  reduction  in  Executive's  annual  base  salary as in effect
     immediately before the Change of Control; or (B) the failure to pay a bonus
     award to which Executive is entitled under any short-term incentive plan(s)
     or  program(s) or any  long-term  incentive  plan(s) or program(s) in which
     Executive  participates,  or any  companion,  amended,  successor  or other
     incentive  compensation plan(s) or program(s),  at the time such awards are
     usually paid;

     (iv) A change  in the  principal  place of  Executive's  employment,  as in
     effect  immediately  prior to the Change of Control to a location more than
     thirty-five (35) miles distant from the location of such principal place at
     such time;

     (v) The  failure  by the  Company  to  continue  in  effect  any  incentive
     compensation  plan or stock  option  plan in which  Executive  participates
     immediately  prior to the Change of  Control,  unless  participation  in an
     equivalent  alternative  compensation or stock or stock option  arrangement
     (embodied in an ongoing  substitute or alternative  plan) has been provided
     to  Executive,  or the  failure  by the  Company  to  continue  Executive's
     participation  in any such  compensation or stock or stock option plan on a
     substantially  equivalent or more  beneficial  basis,  both in terms of the
     nature  and  amount  of  benefits  provided  and the  level of  Executive's
     participation relative to other participants,  as existed immediately prior
     to the time of the Change of Control;

     (vi) (A) Except as required by law,  the failure by the Company to continue
     to  provide  to  Executive  benefits   substantially   equivalent  or  more
     beneficial,  in the  aggregate,  to those  enjoyed by  Executive  under the
     qualified  and  non-qualified  employee  benefit and  welfare  plans of the
     Company, including, without limitation, any pension, deferred compensation,
     life  insurance,   medical,   dental,  health  and  accident,   disability,
     retirement or savings plan(s) or program(s) in which Executive was eligible
     to participate  immediately prior to the Change of Control;  (B) the taking
     of any action by the Company that would, directly or indirectly, materially
     reduce or deprive  Executive of any other  perquisite or benefit enjoyed by
     Executive  immediately prior to the Change of Control  (including,  without
     limitation,  Company-paid  and/or  reimbursed club  memberships,  financial
     counseling  fees and the like);  or (C) the failure by the Company to treat
     Executive  under the Company's  vacation  policy,  past practice or special
     agreement  in the same  manner  and to the  same  extent  as was in  effect
     immediately prior to the Change of Control;

     (vii) The failure of the Company to obtain a satisfactory written agreement
     from any successor prior to consummation of the Change of Control to assume
     and agree to perform this Agreement,  as contemplated in Subsection  VI(a);
     or

     (viii) Any purported  termination by the Company of Executive's  employment
     that is not effected  pursuant to a Notice of  Termination  satisfying  the
     requirements of Subsection  III(b) or, if applicable,  Subsection I(h). For
     purposes  of  this  Agreement,  no  such  purported  termination  shall  be
     effective except as constituting Good Reason.

Executive's  continued  employment with the Company or any Subsidiary  shall not
constitute   a  consent  to,  or  a  waiver  of  rights  with  respect  to,  any
circumstances constituting Good Reason hereunder.

(s)  Gross-Up  Payment.  The  meaning  of this term is set  forth in  Subsection
IV(e)(i).

(t) Notice of  Termination.  The meaning of this term is set forth in Subsection
    III(b).

(u) Other Payments. The meaning of this term is set forth in Subsection 
    IV(e)(i).

(v)  Payments.  The  meaning  of this term is set forth in  Subsection
     IV(e)(i).

(w) Resulting Corporation.  The meaning of this term is set forth in
    Subsection I (i)(iii).

(x)  Retirement.  For  purposes  of  this  Agreement,  "Retirement"  shall  mean
Executive's voluntary termination of employment with the Company, other than for
Good Reason,  and in accordance with the Company's  retirement  policy generally
applicable to its employees or in accordance  with any prior or  contemporaneous
retirement agreement or arrangement between Executive and the Company.

(y)  Subsidiary.  For purposes of this  Agreement,  "Subsidiary"  shall mean any
corporation  of which fifty  percent (50%) or more of the voting stock is owned,
directly or indirectly, by the Company.

(z) Tax  Consultant.  The  meaning  of  this  term is set  forth  in  Subsection
IV(e)(ii).

(aa)  Terminate(d)  or  Termination.  The  meaning  of this term is set forth in
Subsection III(a).

(bb) Termination Date. For purposes of this Agreement,  "Termination Date" shall
mean:

     (i) If  Executive's  employment is terminated for  Disability,  thirty (30)
     calendar days after Notice of Termination is given (provided that Executive
     shall not have returned to the full-time  performance  of his duties during
     such thirty-day period); and

     (ii) If  Executive's  employment is terminated  for Cause or Good Reason or
     for any reason other than death or  Disability,  the date  specified in the
     Notice of Termination  (which in the case of a termination  for Cause shall
     not be less than thirty (30) calendar days and in the case of a termination
     for Good Reason shall not be less than thirty (30)  calendar  days nor more
     than sixty (60) calendar days,  respectively,  from the date such Notice of
     Termination is given).

II.  Term of Agreement

(a) General.  Upon execution by Executive,  this Agreement  shall commence as of
June 16, 1998.  This Agreement  shall  continue in effect  through  December 31,
2001;  provided,  however,  that  commencing on January 1, 2002, and every third
January 1 thereafter, the term of this Agreement shall automatically be extended
for three (3) additional years unless,  not later than ninety (90) calendar days
prior to the January 1 on which this Agreement otherwise  automatically would be
extended, the Company shall have given notice to Executive that it does not wish
to extend this Agreement; provided further, however, that if a Change of Control
shall have occurred  during the original or any extended term of this Agreement,
this Agreement  shall continue in effect for a period of thirty-six  (36) months
beyond  the month in which  the  Change of  Control  occurred.  The term of this
Agreement  automatically  shall be extended for three (3) additional  years from
the date of any public  announcement of an event that would  constitute a Change
of Control as defined in this  Agreement;  provided,  however,  that if any such
announced  event is not  consummated  within  that  three (3) year  period,  the
original renewal term thereafter shall apply.

(b) Disposition of Employer. In the event Executive is employed by a Subsidiary,
the terms of this Agreement shall expire if such Subsidiary is sold or otherwise
disposed  of  prior to the date on which a  Change  of  Control  occurs,  unless
Executive  continues in employment with the Controlled  Group after such sale or
other  disposition.  If Executive's  Employer is sold or disposed of on or after
the date on which a Change of Control  occurs,  this  Agreement  shall  continue
through its original term or any extended term then in effect.

(c) Deemed  Change of  Control.  If  Executive's  employment  with  Employer  is
terminated  prior  to the date on which a Change  of  Control  occurs,  and such
termination  was at the request of a third party who has taken steps to effect a
Change of Control,  or otherwise was in  connection  with the Change of Control,
then for all purposes of this Agreement,  a Change of Control shall be deemed to
have occurred prior to such termination.

(d)  Expiration of Agreement.  No  termination  or expiration of this  Agreement
shall affect any rights,  obligations  or liabilities of either party that shall
have accrued on or prior to the date of such termination or expiration.

III.  Termination Following Change of Control

(a)  Entitlement  to  Benefits.  If a Change of  Control  shall  have  occurred,
Executive  shall be entitled to the benefits  provided in Section IV hereof upon
the subsequent  termination  of his  employment  with the Company for any reason
(including,  without limitation,  by Executive without Good Reason) within three
(3) years after the date of the Change of Control,  unless the Change of Control
is a  Business  Combination  and (A) the  board of  directors  of the  Resulting
Corporation  (as defined in Subsection  I(i)(iii)) is comprised of a majority of
the Board as constituted immediately prior to execution of the initial agreement
or action of the Board  leading to the Business  Combination,  and (B) Executive
remains in the  position of Chief  Executive  Officer of the  Company  after the
Business  Combination  at the request of the board of directors of the Resulting
Corporation  on terms that would not  constitute  Good Reason for  Executive  to
terminate his  employment.  If a Change of Control shall have occurred that is a
Business  Combination  meeting the criteria  specified in clauses (A) and (B) of
the preceding sentence,  Executive shall be entitled to the benefits provided in
Section IV hereof upon the  subsequent  Termination  (as  defined  below) of his
employment  with the Company within three (3) years after the date of the Change
of Control  unless  such  termination  is (i) a result of  Executive's  death or
Retirement, (ii) for Cause, (iii) a result of Executive's Disability, or (iv) by
Executive  other  than  for  Good  Reason.   For  purposes  of  this  Agreement,
"Termination,"  when  capitalized,  shall  mean  a  termination  of  Executive's
employment  that  is  not  as a  result  of  Executive's  death,  Retirement  or
Disability and (x) if by the Company,  is not for Cause, or (y) if by Executive,
is for Good Reason.

(b) Notice of Termination.  Any purported termination of Executive's  employment
by either the Company or Executive  shall be  communicated  by written Notice of
Termination  to the other party  hereto in  accordance  with Section  VIII.  For
purposes  of this  Agreement,  a "Notice  of  Termination"  shall mean a written
notice that indicates the specific  provision(s)  of this Agreement  relied upon
and sets  forth in  reasonable  detail  the facts and  circumstances  claimed to
provide a basis for termination of Executive's employment under the provision(s)
so indicated.  If Executive's  employment shall be terminated by the Company for
Cause or by  Executive  for  other  than  Good  Reason,  the  Company  shall pay
Executive his full base salary through the Termination  Date at the salary level
in effect at the time Notice of  Termination  is given and shall pay any amounts
to be paid to  Executive  pursuant to any other  compensation  or stock or stock
option plan(s),  program(s) or employment  agreement(s) then in effect,  and the
Company shall have no further obligations to Executive under this Agreement.

If within thirty (30) calendar  days after any Notice of  Termination  is given,
the party  receiving such Notice of Termination  notifies the other party that a
dispute exists concerning the grounds for termination, then, notwithstanding the
meaning of  "Termination  Date" set forth in Subsection  I(bb),  the Termination
Date  shall be the date on which the  dispute is  finally  resolved,  whether by
mutual written  agreement of the parties or by a decision  rendered  pursuant to
Section XI; provided that the Termination  Date shall be extended by a notice of
dispute  only if such  notice is given in good faith and the party  giving  such
notice  pursues  the  resolution  of such  dispute  with  reasonable  diligence.
Notwithstanding  the pendency of any such dispute,  the Company will continue to
pay Executive his full compensation including,  without limitation, base salary,
bonus, incentive pay and equity grants, in effect when the notice of the dispute
was given, and continue Executive's participation in all benefits plans or other
perquisites in which Executive was participating, or which he was enjoying, when
the Notice of  Termination  giving  rise to the  dispute  was  given,  until the
dispute is finally  resolved.  Amounts paid under this Subsection  III(b) are in
addition  to and not in lieu of all other  amounts due to  Executive  under this
Agreement  and shall not be offset  against or reduce any other  amounts  due to
Executive under this Agreement.

IV.  Compensation Upon a Termination

Following  a Change of  Control,  and  pursuant  to the  provision  set forth in
Subsection III(a) Executive shall be entitled to the following benefits:

(a) Standard  Benefits.  The Company shall pay to  Executive,  in cash, no later
than the second business day following the Termination Date:

     (i) his full base salary through the  Termination  Date at the salary level
     in effect on either (x) the day on which Notice of Termination is given, or
     (y) the day  immediately  preceding  the  date of the  Change  of  Control,
     whichever is higher;

     (ii) the annual bonus payable to Executive  under any short-term  incentive
     plan(s)  or  program(s)  of the  Company  in which  Executive  participates
     following a termination of employment after a change of control, as defined
     in such  plan(s) or  program(s).  If a change of control  has not  occurred
     within the meaning of such plan(s) or program(s), a change of control shall
     be deemed to have  occurred  with respect to  Executive  for the purpose of
     determining  the bonus  payable to  Executive  based on a Change of Control
     occurring within the meaning of this Agreement; and

     (iii) the annual grant value of any  long-term  incentive  award payable to
     Executive  under any  long-term  incentive  plan(s)  or  program(s)  of the
     Company  in  which  Executive   participates  following  a  termination  of
     employment  after a change  of  control,  as  defined  in such  plan(s)  or
     program(s).  If a change of control has not occurred  within the meaning of
     such  plan(s) or  program(s),  a change of control  shall be deemed to have
     occurred with respect to Executive  based on a Change of Control  occurring
     within the meaning of this Agreement.

In addition,  the Company  shall cause:  (x) all unvested  stock options held by
Executive on the Termination Date  immediately to vest and be fully  exercisable
as of the Termination Date; (y) any restrictions on all restricted stock held by
Executive on the  Termination  Date  immediately to lapse and all shares of such
stock to fully vest as of the  Termination  Date; and (z) any accrued benefit or
deferred  arrangement  of the Company  that  Executive  otherwise  would  become
entitled to if he continued  employment with the Company  immediately to vest as
of the Termination Date.

(b)  Additional  Benefits.  The Company shall pay to Executive as additional pay
("Additional  Pay"),  the  product of (i) the lesser of (x) three (3) or (y) the
difference  between  sixty-five  (65) and  Executive's age as of the date of the
Notice of Termination  (calculated to the nearest twelfth of a year), multiplied
by (ii) the sum of (x)  Executive's  annual  base  salary in effect  immediately
prior to the  Termination  Date, (y)  Executive's  annual bonus amount under any
short-term incentive plan(s) or program(s) in which Executive participates, such
bonus  amount  to be  calculated  on  the  basis  of the  extent  to  which  the
performance  factors targeted by the Human Resources Committee of the Board have
been  achieved  (for  this  purpose,  the  Company's   performance  through  the
Termination  Date  shall be  annualized  based  upon the  actual  number of days
elapsed  from the  beginning  of the fiscal year in which the  Termination  Date
occurs  through the  Termination  Date over a year of 360 days),  which shall be
deemed to be 100% unless the performance actually achieved is greater than 100%,
in which case the actual performance level shall be utilized, and (z) the dollar
value of the most recent annual grant to Executive prior to the Termination Date
under any long-term incentive plan(s), program(s) or grant(s) in which Executive
participates,  whether  such  value  is in the  form of  stock,  stock  options,
Dividend Equivalent Units or any other form of long term incentive compensation,
such grant value to be  calculated as if the  performance  measures set forth in
any such plan(s),  program(s) or grant(s) (e.g.,  Dividend Equivalent Units) for
the  applicable  performance  period  shall be deemed to be one hundred  percent
(100%).  The Company shall pay the Additional Pay to Executive in a lump sum, in
cash, not later than the fifteenth  calendar day following the Termination Date.
The  Company  also  shall  provide   Executive  with  office  space  and  shared
administrative  support for the three (3) year period immediately  following the
Termination  Date, in the county of Executive's  residence,  at a location to be
designated  by the Company,  which office space and support  shall be similar to
that currently  provided by the Company to retired senior officers.  The Company
shall maintain for Executive for the three (3) year period immediately following
the  Termination  Date,  all  perquisites  and  benefits  enjoyed  by  Executive
immediately prior to the Termination Date.

(c) Retirement Plan Benefits.  If not already vested,  Executive shall be deemed
fully vested as of the  Termination  Date in any Company  retirement  plan(s) or
other written  agreement(s) between Executive and the Company relating to pay or
other benefits upon  retirement in which  Executive was a participant,  party or
beneficiary  immediately  prior to the  Change of  Control,  and any  additional
plan(s) or agreement(s) in which such Executive  became a participant,  party or
beneficiary  thereafter.   In  addition  to  the  foregoing,   for  purposes  of
determining  the  amounts  to  be  paid  to  Executive  under  such  plan(s)  or
agreement(s),  the years of service  with the Company  and the age of  Executive
under all such plans and agreements  shall be deemed  increased by the lesser of
thirty-six (36) months or such shorter period of time as would render  Executive
sixty-five  (65) years of age. For purposes of this Subsection  IV(c),  the term
"plan(s)" includes,  without  limitation,  the Company's qualified pension plan,
non-qualified  and  mid-career  pension plans,  and any companion,  successor or
amended plan(s),  and the term "agreement(s)"  encompasses,  without limitation,
the terms of any offer  letter(s)  leading to  Executive's  employment  with the
Company where Executive was a signatory thereto, any written amendment(s) to the
foregoing and any subsequent  agreements on such matters. In the event the terms
of the plans  referenced in this Subsection IV(c) do not for any reason coincide
with the provisions of this Subsection  IV(c) (e.g.,  if plan  amendments  would
cause  disqualification  of  qualified  plans),  Executive  shall be entitled to
receive  from the Company  under the terms of this  Agreement an amount equal to
all  amounts he would have  received,  at the time he would have  received  such
amounts,  had all such plans  continued in existence as in effect on the date of
this Agreement after being amended to coincide with the terms of this Subsection
IV(c).

(d) Health and Other Benefits. Following the Termination Date, the Company shall
continue to provide  substantially  the same level of health,  vision and dental
benefits to Executive and Executive's eligible dependents that the Company would
provide to Executive and Executive's eligible dependents if Executive were first
eligible for retiree health, vision and dental benefits immediately prior to the
Change of Control. The eligibility of Executive's dependents shall be determined
by the terms of any  retiree  health,  vision  and  dental  benefit  plan(s)  or
program(s) in effect  immediately prior to the Change of Control.  Following the
Termination  Date,  (i) ownership of any Basic  Executive Life Insurance held by
the Company for the benefit of Executive,  immediately shall be transferred to a
third party  trustee and held in an  irrevocable  rabbi trust for the benefit of
Executive,  and (ii) any collateral assignment by Executive to the Company under
any  Supplemental  Executive Life Insurance  (SELI) owned by Executive  shall be
subordinated to Executive's  right to maximum cash value under the SELI measured
against a death  benefit  equal to fifty  percent  (50%) of the SELI coverage in
effect  immediately prior to the Change of Control,  without the SELI becoming a
modified endowment contract.

(e)  Gross-Up  Payments.  

     (i) In the event any payment(s) or the value of any benefit(s)  received or
     to be received by Executive in connection with  Executive's  termination or
     contingent  upon a Change of Control  (whether  received  or to be received
     pursuant to the terms of this  Agreement (the  "Agreement  Payments") or of
     any other plan,  arrangement or agreement of the Company,  its  successors,
     any  person  whose  actions  result in a Change of  Control  or any  person
     affiliated with any of them (or which, as a result of the completion of the
     transaction(s) causing a Change of Control, will become affiliated with any
     of them) ("Other Payments" and, together with the Agreement  Payments,  the
     "Payments")),  in the opinion of the Tax  Consultant  (as defined  below in
     Subsection  IV(e)(ii)),would be subject to an excise tax imposed by Section
     4999 of the Internal  Revenue Code of 1986,  as amended (the "Code") or any
     other  federal,  state or local  excise tax (any such  excise or other tax,
     together  with any interest and  penalties,  are  hereinafter  collectively
     referred to as the "Excise  Tax"),  as  determined as provided  below,  the
     Company  shall pay to  Executive  an  additional  amount  such that the net
     amount  retained  by  Executive,  after  deduction  of  the  Excise  Tax on
     Agreement  Payments and Other  Payments  and any  federal,  state and local
     income and employment  tax and Excise Tax upon the Payment(s)  provided for
     by this Subsection  IV(e)(i),  and any interest,  penalties or additions to
     tax payable by Executive  with respect  thereto shall be equal to the total
     present value of the Agreement Payments and Other Payments at the time such
     Payments  are to be made (the  "Gross-Up  Payment(s)").  The  intent of the
     parties is that the Company  shall be  responsible  in full for,  and shall
     pay, any and all Excise Tax on any Payments and Gross-Up Payment(s) and any
     income and all employment taxes (including,  without limitation,  penalties
     and  interest)  imposed on any Gross-Up  Payment(s)  as well as any loss of
     deduction caused by or related to the Gross-Up Payment(s).

     (ii) All  determinations  required to be made under this Subsection  IV(e),
     including,  without  limitation,  whether  and when a  Gross-Up  Payment is
     required, and the amount of such Gross-Up Payment and the assumptions to be
     utilized in arriving at such determinations,  unless otherwise set forth in
     this Agreement,  shall be made by tax consultant(s) selected by the Company
     and reasonably acceptable to Executive ("Tax Consultant").  For purposes of
     determining the amount of any Gross-Up  Payment,  Executive shall be deemed
     to pay federal income taxes at the highest  marginal rate of federal income
     taxation in the calendar year in which the Gross-Up  Payment is to be made,
     and state and local income taxes at the highest  marginal  rate of taxation
     in the state and locality of Executive's residence on the Termination Date,
     net of the  maximum  reduction  in  federal  income  taxes  which  could be
     obtained  from  deduction of such state and local taxes.  The Company shall
     cause the Tax Consultant to provide detailed supporting calculations to the
     Company and  Executive  within  fifteen (15)  business days after notice is
     given by  Executive  to the Company  that any or all of the  Payments  have
     occurred,  or such earlier time as is requested by the Company.  Within two
     (2) business  days after such notice is given to the  Company,  the Company
     shall  instruct the Tax  Consultant to timely  provide the data required by
     this  Subsection  IV(e) to  Executive.  All fees  and  expenses  of the Tax
     Consultant  shall  be  paid  in  full by the  Company.  Any  Excise  Tax as
     determined  pursuant to this Subsection  IV(e) shall be paid by the Company
     to the Internal Revenue Service or any other  appropriate  taxing authority
     on  Executive's  behalf  within five (5) business days after receipt of the
     Tax Consultant's determination. If the Tax Consultant determines that there
     is substantial  authority  (within the meaning of Section 6662 of the Code)
     that no Excise  Tax is  payable  by  Executive,  the Tax  Consultant  shall
     furnish Executive with a written opinion that failure to disclose or report
     the Excise Tax on Executive's federal income tax return will not constitute
     a substantial  understatement  of tax or be reasonably  likely to result in
     the imposition of a negligence or any other penalty.  Any  determination by
     the Tax  Consultant  shall be binding upon the Company and Executive in the
     absence  of  material  mathematical  or legal  error.  As a  result  of the
     uncertainty in the  application of Section 4999 of the Code at the time the
     initial determination by the Tax Consultant hereunder,  it is possible that
     Gross-Up  Payments  will not have been made by the Company that should have
     been made or that  Gross-Up  Payments  have been made that  should not have
     been made, in each case,  consistent with the  calculations  required to be
     made hereunder.  In the event the Company exhausts its remedies pursuant to
     Subsection  IV(e)(iii) below and Executive is thereafter required to make a
     payment of any Excise Tax or any  interest,  penalties  or addition to tax,
     the Tax Consultant  shall  determine the amount of  underpayment  of Excise
     Taxes that has occurred and any such  underpayment and interest,  penalties
     or addition to tax shall be  promptly  paid by the Company to the  Internal
     Revenue Service or other appropriate taxing authority on Executive's behalf
     or, if such  underpayment  has been  previously  paid by  Executive  to the
     appropriate taxing authority, to Executive. In the event the Tax Consultant
     determines  that an  overpayment of Gross-Up  Payment(s) has occurred,  any
     such  overpayment  shall be treated for all purposes as a loan to Executive
     with  interest  at the  applicable  federal  rate  provided  for in Section
     7872(f)(2)  of the Code,  due and  payable  within  ninety  (90) days after
     written  demand  to  Executive  by the  Company;  provided,  however,  that
     Executive shall have no duty or obligation whatsoever to repay such loan if
     Executive's  receipt  of  the  overpayment,  or  any  portion  thereof,  is
     includible in Executive's  income and Executive's  repayment of the same is
     not deductible by Executive for federal and state income tax purposes.

     (iii)  Executive  shall notify the Company in writing of any claim of which
     he is aware  by the  Internal  Revenue  Service  or  state or local  taxing
     authority,  that,  if  successful,  would  result in any  Excise  Tax or an
     underpayment of any Gross-Up Payment(s). Such notice shall be given as soon
     as practicable but no later than fifteen (15) business days after Executive
     is informed in writing of the claim by the taxing  authority  and Executive
     shall provide written notice of the Company of the nature of the claim, the
     administrative or judicial appeal period, and the date on which any payment
     of the claim must be paid. Executive shall not pay any portion of the claim
     prior to the expiration of the thirty (30) day period following the date on
     which  Executive  gives such notice to the Company (or such shorter  period
     ending on the date that any amount under the claim is due).  If the Company
     notifies  Executive in writing prior to the  expiration of such thirty (30)
     day period that it desires to contest the claim, Executive shall:

          (A) give the  Company  any  information  reasonably  requested  by the
          Company relating to the claim;

          (B) take such action in connection  with  contesting  the claim as the
          Company  shall  reasonably  request  in  writing  from  time to  time,
          including,   without   limitation,   accepting  legal   representation
          concerning  the claim by an  attorney  selected  by the Company who is
          reasonably acceptable to Executive; and

          (C) cooperate  with the Company in good faith in order to  effectively
          contest the claim;

     provided,  however,  that the Company shall bear and pay directly all costs
     and  expenses  (including,  without  limitation,  additional  interest  and
     penalties  and  attorneys'  fees)  incurred  in  such  contests  and  shall
     indemnify  and hold  Executive  harmless,  on an after-tax  basis,  for any
     Excise Tax or income  tax  (including,  without  limitation,  interest  and
     penalties  thereon)  imposed  as a result of such  representation.  Without
     limitation upon the foregoing  provisions of this  Subsection  IV(e) (iii),
     except as  provided  below,  the  Company  shall  control  all  proceedings
     concerning such contest and, in its sole opinion,  may pursue or forego any
     and all administrative appeals, proceedings,  hearings and conferences with
     the taxing authority pertaining to the claim. At the written request of the
     Company and upon  payment to  Executive  of an amount at least equal to the
     claim plus any additional  amount  necessary to obtain the  jurisdiction of
     the appropriate tribunal and/or court,  Executive shall pay the same to the
     appropriate  taxing  authority  and sue for a refund.  Executive  agrees to
     prosecute  in  cooperation  with the  Company  any  contest of a claim to a
     determination  before any  administrative  tribunal,  in a court of initial
     jurisdiction  and in one or more  appellate  courts,  as the Company  shall
     determine; provided, however, that if the Company requests Executive to pay
     the claim and sue for a refund,  the  Company  shall  advance the amount of
     such payment to Executive,  on an interest-free  basis, and shall indemnify
     and hold Executive  harmless on an after-tax basis,  from any Excise Tax or
     income tax (including, without limitation,  interest and penalties thereon)
     imposed on such  advance or for any  imputed  income on such  advance.  Any
     extension  of the  statute of  limitations  relating to  assessment  of any
     Excise Tax for the taxable  year of  Executive  which is the subject of the
     claim is to be limited  solely to the  claim.  Furthermore,  the  Company's
     control  of the  contest  shall be  limited  to issues for which a Gross-Up
     Payment would be payable  hereunder.  Executive shall be entitled to settle
     or  contest,  as the case may be, any other  issue  raised by the  Internal
     Revenue Service or any other taxing authority.

     (iv) If,  after the  receipt  by  Executive  of an amount  advanced  by the
     Company pursuant to Subsection  IV(e)(iii)  above,  Executive  receives any
     refund of a claim or any  additional  amount that was  necessary  to obtain
     jurisdiction,  Executive  shall  promptly  pay to the Company the amount of
     such refund  (together  with any interest  paid or credited  thereon  after
     taxes applicable thereto).  If, after the receipt by Executive of an amount
     advanced  by  the  Company  pursuant  to  Subsection  IV(e)(iii)  above,  a
     determination is made that Executive shall not be entitled to any refund of
     the claim,  and the  Company  does not notify  Executive  in writing of its
     intent to contest such denial of refund of a claim prior to the  expiration
     of thirty (30) calendar days after such determination,  then the portion of
     such advance  attributable  to a claim shall be forgiven by the Company and
     shall not be required to be repaid by Executive. The amount of such advance
     attributable to a claim shall offset, to the extent thereof,  the amount of
     the underpayment required to be paid by the Company to Executive.

     (v) If, after the advance by the Company of an additional  amount necessary
     to obtain  jurisdiction,  there is a final determination made by the taxing
     authority that  Executive is not entitled to any refund of such amount,  or
     any portion  thereof,  then such advance  shall be repaid to the Company by
     Executive within thirty (30) calendar days after Executive  receives notice
     of such final  determination.  A final  determination  shall occur when the
     period to contest or  otherwise  appeal any  decision by an  administrative
     tribunal or court of initial  jurisdiction  has been waived or the time for
     contesting or appealing the same has expired.

(f) Legal Fees and  Expenses.  The Company shall pay to Executive all legal fees
and  expenses  as and  when  incurred  by  Executive  in  connection  with  this
Agreement,  including all such fees and expenses, if any, incurred in contesting
or  disputing  any  termination  or in seeking to obtain or enforce any right or
benefit provided by this Agreement,  regardless of the outcome,  unless,  in the
case of a legal  action  brought by or in the name of  Executive,  a decision is
rendered pursuant to Section XI, or in any other proper legal  proceeding,  that
such action was not brought by Executive in good faith.

(g) No Mitigation. Executive shall not be required to mitigate the amount of any
payment  provided  for  in  this  Section  IV by  seeking  other  employment  or
otherwise,  nor shall the amount of any payment or benefit  provided for in this
Section IV be reduced by any  compensation  earned by Executive as the result of
employment by another employer or by retirement or other benefits  received from
whatever source after the Termination Date or otherwise,  except as specifically
provided  in this  Section  IV. The  Company's  obligation  to make  payments to
Executive   provided  for  in  this  Agreement  and  otherwise  to  perform  its
obligations  hereunder  shall  not be  affected  by any  set-off,  counterclaim,
recoupment, defense or other claim, right or action that the Company or Employer
may have against Executive or other parties.

V.  Death and Disability Benefits

In the event of the death or Disability of Executive  after a Change of Control,
Executive, or in the case of death, Executive's  Beneficiaries (as defined below
in  Subsection  VI.(b)),  shall  receive the benefits to which  Executive or his
Beneficiaries  are  entitled  under this  Agreement  and any and all  retirement
plans, pension plans,  disability policies and other applicable plans, programs,
policies, agreements or arrangements of the Company.

VI.  Successors; Binding Agreement

(a) Obligations of Successors.  The Company will require any successor  (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the  business  and/or  assets of the Company to  expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the  Company is  required  to perform it.  Failure of the Company to
obtain such  assumption  and agreement  prior to the  effectiveness  of any such
succession  shall be a breach of this  Agreement and shall entitle  Executive to
compensation  from the  Company  in the  same  amount  and on the same  terms as
Executive would be entitled hereunder if Executive had terminated employment for
Good  Reason  following  a  Change  of  Control,  except  that for  purposes  of
implementing  the  foregoing,  the date on which  any  such  succession  becomes
effective shall be deemed the Termination  Date. As used in this Agreement,  the
term "Company" shall mean MediaOne Group,  Inc.,  including any surviving entity
or successor to all or  substantially  all of its business and/or assets and the
parent of any such surviving entity or successor.

(b) Enforceable by  Beneficiaries.  This Agreement shall inure to the benefit of
and be enforceable by Executive's personal or legal representatives,  executors,
administrators,  successors,  heirs,  distributees,  devisees and legatees  (the
"Beneficiaries").  In the event of the death of Executive while any amount would
still be payable  hereunder if such death had not  occurred,  all such  amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this Agreement to Executive's Beneficiaries.

(c) Employment. Except in the event of a Change of Control and, thereafter, only
as specifically set forth in this Agreement,  nothing in this Agreement shall be
construed  to (i) limit in any way the right of the Company or a  Subsidiary  to
terminate Executive's employment at any time for any reason or for no reason; or
(ii) be evidence of any agreement or understanding,  expressed or implied,  that
the Company or a Subsidiary will employ Executive in any particular position, on
any particular terms or at any particular rate of remuneration.

VII.  Confidential Information.

Executive  shall hold in  fiduciary  capacity for the benefit of the Company all
secret or confidential  information,  knowledge or data relating to the Company,
the Subsidiaries and their respective businesses, which shall have been obtained
during  Executive's  employment  with the Employer and which shall not be public
knowledge (other than by acts by Executive or his  representatives  in violation
of this Agreement). After termination of Executive's employment with the Company
or any Employer within the Controlled Group,  Executive shall not, without prior
written consent of the Company or the Employer,  communicate or divulge any such
information, knowledge or data to anyone other than the Company, the Employer or
those  designated  by them.  In no event  shall an  asserted  violation  of this
Section  VII  constitute  a basis  for  deferring  or  withholding  any  amounts
otherwise payable to Executive under this Agreement.

VIII.  Notice

All notices and  communications  including,  without  limitation,  any Notice of
Termination  hereunder,  shall be in writing and shall be given by hand delivery
to the other party, by registered or certified mail,  return receipt  requested,
postage prepaid, or by overnight delivery service, addressed as follows:

         If to Executive:

         [Name]
         [Title]
         [Company]
         [Address]
 
         If to the Company:

         MediaOne Group, Inc.
         188 Inverness Drive West, Suite 500
         Englewood, Colorado   80112
         Attn:  Vice President - Law, General Corporate and Litigation Group

or to such other  address as either  party shall have  furnished to the other in
writing in accordance herewith.  Notice and communications shall be deemed given
and effective when actually received by the addressee.

IX.  Miscellaneous

No provision of this Agreement may be modified, waived or discharged unless such
waiver,  modification  or  discharge  is  agreed  to in  writing  and  signed by
Executive and the Chairman of the Human  Resources  Committee of the Board or an
authorized  officer designated by the Board. No waiver by either party hereto at
any time of any breach by the other party  hereto of, or  compliance  with,  any
conditions  or provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have  been  made by  either  party  which  are not  expressly  set forth in this
Agreement.  The validity,  interpretation,  construction and performance of this
Agreement shall be governed by the laws of the State of Delaware. All references
to sections of the Code or the Exchange Act shall be deemed also to refer to any
successor provisions of such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law. The  obligations  of the Company under  Sections IV and V shall survive the
expiration of the term of this Agreement.

X.  Validity

The invalidity or  unenforceability of any provision of this Agreement shall not
affect the validity or  enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

XI.  Arbitration

Executive  may agree in writing  with the Company (in which case this Article XI
shall have effect but not otherwise) that any dispute that may arise directly or
indirectly  in connection  with this  Agreement,  Executive's  employment or the
termination of Executive's  employment,  whether  arising in contract,  statute,
tort, fraud,  misrepresentation,  discrimination or other legal theory, shall be
resolved by  arbitration  in Denver,  Colorado  under the  applicable  rules and
procedures of the AAA. The only legal claims  between  Executive and the Company
or any  Subsidiary  that would not be included in this  agreement to arbitration
are claims by Executive for workers'  compensation or unemployment  compensation
benefits,  claims for benefits under a Company or Subsidiary benefit plan if the
plan does not provide for arbitration of such disputes,  and claims by Executive
that seek judicial relief in the form of specific performance of the right to be
paid until the Termination Date during the pendency of any applicable dispute or
controversy.  If this  Article XI is in effect,  any claim with  respect to this
Agreement,  Executive's  employment or the termination of Executive's employment
must be established by a preponderance of the evidence submitted to an impartial
arbitrator. A single arbitrator engaged in the practice of law shall conduct any
arbitration under the applicable rules and procedures of the AAA. The arbitrator
shall have the authority to order a pre-hearing  exchange of  information by the
parties including,  without limitation,  production of requested documents,  and
examination  by  deposition  of parties  and their  authorized  agents.  If this
Article XI is in effect, the decision of the arbitrator:  (i) shall be final and
binding, (ii) shall be rendered within ninety (90) days after the impanelment of
the  arbitrator,  and (iii)  shall be kept  confidential  by the parties to such
arbitration.  The  arbitration  award may be enforced in any court of  competent
jurisdiction. The Federal Arbitration Act, 9 U.S.C. Section 1 et seq., not state
law, shall govern the arbitrability of all claims.


If this letter sets forth our  agreement on the subject  matter  hereof,  kindly
sign both  originals  of this  letter  and return to the Vice  President  - Law,
General Corporate and Litigation Section, one of the fully executed originals of
this letter which will then constitute our Agreement on this subject.

Sincerely,

MediaOne Group, Inc.



By:___________________________________
   [Name]
   Chairman, Human Resources Committee of
         the Board of Directors


______________________________________
[Name]

 

14