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       [FORM 7-- EXECUTIVE RETENTION AGREEMENT (RESTRICTED STOCK ONLY)]


                               MEDIAONE GROUP, INC.

                          EXECUTIVE RETENTION AGREEMENT



THIS AGREEMENT is made between MediaOne Group, Inc. (the "Company") and 
_________________ ("Grantee"), as of ____________________ ("Date of Grant").

     Pursuant to the Amended MediaOne Group, Inc. 1994 Stock Plan (the 
"Plan"), the Human Resources Committee of the Board of Directors (the 
"Committee") has approved the granting to Grantee of restricted shares of 
MediaOne Group Common Stock ("Restricted Stock"), as of the Date of Grant, on 
the terms and conditions set forth in this Agreement, as a matter of separate 
inducement in connection with Grantee's engagement with the Company or a 
Related Entity, and not in lieu of salary or other compensation for Grantee's 
services.

     In consideration of the foregoing and of the mutual covenants set forth 
herein, and other good and valuable consideration, the Company and Grantee 
agree as follows:

     1.  INCORPORATION OF PLAN AND DEFINED TERMS.  The Restricted Stock is 
granted pursuant to the Plan, the terms of which are incorporated by 
reference and apply to this Agreement as if they were fully set forth herein. 
Terms used in this Agreement and not otherwise defined shall have the 
meanings set forth in the Plan.

     2. CONTINUOUS EMPLOYMENT REQUIREMENT. Grantee hereby expressly agrees 
and acknowledges that he or she must remain in the continuous employment of 
the Company or a Related Entity for the full duration of the vesting period 
applicable to the Restricted Stock granted under this Agreement in order for 
the Restricted Stock to become Vested, unless otherwise expressly set forth 
elsewhere in this Agreement.  Grantee further expressly agrees and 
acknowledges that if he or she discontinues employment with the Company or a 
Related Entity at any time whatsoever, for any reason whatsoever, including 
without limitation termination of employment by the Company or Related 
Entity, prior to the time at which the Restricted Stock granted under this 
Agreement becomes Vested, Grantee shall forfeit all such unvested Restricted 
Stock.

     3.  RESTRICTED STOCK.

          A.  GRANT OF RESTRICTED STOCK.  On the terms and conditions set 
forth in this Agreement, the Company hereby grants to Grantee ______ shares 
of Restricted Stock.

          B.   RESTRICTED PERIOD.  Except as otherwise set forth in this 
Agreement, the Restricted Stock shall become Vested on the fifth (5th) annual 
anniversary of the Date of Grant; provided, however, that the vesting of the 
Restricted Stock shall be subject to the continuous 

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employment of Grantee until the fifth (5th) annual anniversary of the Date of 
Grant (the "Restricted Period").  Except as set forth in this Agreement, the 
Restricted Stock shall become Vested only to the extent that the foregoing 
continuous employment requirement is satisfied, regardless of the 
circumstances under which Grantee's employment is terminated, and the 
Restricted Stock consequently shall remain subject to forfeiture during the 
Restricted Period.

               (i) DEATH OR DISABILITY.  Except as otherwise set forth in 
this Agreement, in the event of the death or Disability of Grantee, a 
prorated number of shares of the Restricted Stock shall become Vested and the 
Restricted Stock shall not vest further.  Such proration shall be based on 
the number of months in the Restricted Period through the month of Grantee's 
death or Disability in relation to the total number of months in the 
Restricted Period.

               (ii)  RETIREMENT.  Except as otherwise set forth in this 
Agreement, if the Restricted Stock has not Vested upon Grantee's Retirement, 
the Restricted Period shall continue and restrictions shall lapse at the end 
of the Restricted Period, unless the Committee, in its sole discretion, 
determines otherwise.  The continuation of vesting shall be contingent upon 
Grantee's execution and delivery to the Company, on or prior to the effective 
date of Grantee's Retirement, of the Company's standard form of "Waiver & 
Release" of claims, available from the Human Resources Department of the 
Company.

               (iii) OTHER TERMINATION.  If Grantee's employment with the 
Company or a Related Entity is terminated for any reason other than for 
death, Disability or Retirement, the Restricted Stock shall be forfeited 
unless the Committee, in its sole discretion, determines that such Restricted 
Stock is then Vested or sets alternative terms on which such Restricted Stock 
may become Vested.

               (iv) CHANGE OF CONTROL.  Upon the occurrence of a Change of 
Control, the restrictions on the Restricted Stock shall lapse and shall be 
Vested immediately.  For purposes of this Paragraph, "Change of Control" 
shall have the identical meaning as set forth in the Change of Control 
Agreement, if any, that Grantee has executed with the Company, as may be 
amended in writing with the consent of both parties.  To ensure parallel 
application, for purposes of this Paragraph only, defined terms contained in 
the definition of "Change of Control" set forth in Grantee's Change of 
Control Agreement have the same meaning here as set forth in that Change of 
Control Agreement.  If Grantee has not executed any such Change of Control 
Agreement, then "Change of Control" shall have the identical meaning as set 
forth in the Plan.

          C.  CUSTODY; VOTING AND DIVIDENDS.  The Company shall hold the 
Restricted Stock in an account on behalf of Grantee.  The Grantee shall 
execute and return the attached Stock Power in favor of the Company, to be 
exercised by the Company only in the case of the forfeiture or other return 
of the Restricted Stock to the Company as provided herein. The Grantee shall 
reinvest such dividends as may be declared on such Restricted Stock, which 
dividends shall vest concurrently with the Restricted Stock.  Grantee shall 
be entitled to voting privileges associated with such Restricted Stock.

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          D.  NON-TRANSFERABILITY OF RESTRICTED STOCK.  Except as 
specifically set forth in this Paragraph, the Share is not transferable other 
than by last will and testament or the laws of descent and distribution, and 
the Share shall not be assigned, transferred, pledged, hypothecated, or 
otherwise disposed of in any way, whether by operation of law or otherwise, 
and shall not be subject to execution, attachment or similar process.  The 
Share shall not be assignable or transferable pursuant to a domestic 
relations order.  In limited circumstances, with the prior approval of the 
Senior Vice President - Human Resources, in full compliance with Section 16 
of the Securities Exchange Act of 1934, as amended, and the rules promulgated 
thereunder, and after Grantee has satisfied the Company's executive stock 
ownership goal then in effect and set by the Committee, Grantee may transfer 
the Share, in whole or in part, to one or more member(s) of his or her family 
(as that term is defined in Internal Revenue Code Reg. Section 25.2701-2(d)) 
("Member(s) of the Family") or to trusts maintained for the benefit of such 
Member(s) of the Family (together, "Transferee(s)"). Any such transfer shall 
be contingent upon the execution by both Grantee and Transferee(s) of a 
"Stock Transfer Agreement," in the form provided by the Company ("Transfer 
Agreement").  The Share shall not be transferable by Transferee(s).  Upon any 
attempt to assign, transfer, pledge, hypothecate or otherwise dispose of the 
Share other than as specifically set forth in this Paragraph, or upon the 
levy of any execution, attachment or similar process upon the Share, the 
Share shall immediately terminate and become null and void.

     4.  PERFORMANCE FOR COMPETITORS.  If at any time following the date of 
this Agreement and before the Restricted Stock is Vested, regardless of 
whether Grantee has Retired, Grantee directly or indirectly receives payment 
for services rendered to, or is otherwise employed by, any person, firm or 
corporation that is in competition with the Company or engaged in providing 
any goods or services that are substantially the same as any goods or 
services provided or under development by the Company, Grantee immediately 
shall forfeit all rights under the Restricted Stock, unless the Committee in 
its sole discretion determines otherwise, or unless Grantee is in full 
compliance with the Company's Policy on Service on Outside Boards of 
Directors, as interpreted solely by the Company's Risk Management Executive 
Council.  If at any time Grantee renders services to or becomes otherwise 
employed by any person, firm or corporation that is in competition with the 
Company or engaged in providing any goods or services that are substantially 
the same as goods or services provided or under development by the Company, 
Grantee shall have three (3) months after the date of such employment to 
exercise any Vested and non-expired Restricted Stock.  Any determination 
under this Paragraph 4, including whether a person, firm or corporation is 
"in competition with" the Company or providing "substantially the same" goods 
or services as the Company provides or is developing, will be subject to the 
sole discretion of the Committee.

     5.  NON-SOLICITATION OF EMPLOYEES ("NO RAID"). Grantee agrees that he or 
she will not for a period of one (1) year immediately following the 
termination of his or her employment with the Company for any reason, either 
on Grantee's own account or in conjunction with or on behalf of any other 
person or entity whatsoever, directly or indirectly induce, solicit, or 
entice away any 

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person who, at any time during the three (3) months immediately preceding 
Grantee's termination of employment, is a managerial level employee of the 
Company (including, but not limited to, any Officer, Executive Director or 
director-level employee, or any equivalent or successor term for any such 
employees).  If Grantee engages in any conduct contrary to the provisions of 
this Paragraph 5, Grantee shall forfeit the Restricted Stock to the extent 
the Restricted Stock has not Vested, unless the Committee determines 
otherwise.  Such forfeiture is in addition to any other remedies available 
under law.

     6.  INTELLECTUAL PROPERTY OWNERSHIP AND PROTECTION. Grantee agrees that 
any inventions, discoveries, creations (including without limitation 
software, writings, drawings and other works), improvements, confidential 
information or other intellectual property that he or she may develop or 
create, or assist in developing or creating, during his or her employment 
with the Company, whether or not patentable or eligible for copyright, that 
relate to the actual, planned, or foreseeable business or other activities of 
the Company, or that result from his or her work for the Company, are the 
exclusive property of the Company. Grantee agrees to disclose promptly such 
property to the Company and will, both during and after his or her 
employment, and without additional compensation, execute all assignments and 
other documents and do all things reasonably necessary to secure and enforce 
U.S. and foreign intellectual property rights for the Company, including 
patents and copyrights.

     Grantee is not obligated to assign any intellectual property to Company 
that Grantee created prior to Grantee's employment with the Company.  To 
avoid any confusion, Grantee must identify in writing on Attachment A any 
such intellectual property that has not been patented or published and 
forward it along with this letter.

     Grantee agrees that Grantee will hold in confidence and will not, during 
or after his or her employment, disclose or use for the benefit of any person 
or entity other than Company, any Company confidential information that was 
developed or received during his or her employment.  "Company confidential 
information"  shall include all trade secrets, research and development 
information, product and marketing plans, business or legal strategies, 
personnel or financial data, product and service specifications, prototypes, 
software, customer lists and other confidential information or materials of 
Company or of others with whom Company has a confidential relationship. 
Grantee will promptly return all such information and materials to Company 
when his or her employment ends.

If Grantee fails to comply with the provisions of this Paragraph, Grantee 
shall forfeit the Restricted Stock to the extent the Restricted Stock has not 
Vested, unless the Committee determines otherwise.  Such forfeiture is in 
addition to any other remedies available to the Company.

     7.  NON-DISCLOSURE OF AGREEMENT.  As a condition of receipt of the 
consideration in this Agreement, executive agrees not to disclose, directly 
or indirectly,  the existence of this Agreement, or the terms, conditions, or 
amounts set forth in this Agreement, except as may be required by law (after 
notice to the Company), provided, however, that the Executive may 

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disclose the existence and terms of this Agreement to Executive's immediate 
family, attorney, tax return preparer, and financial counselor.

     8.  DECISIONS OF COMMITTEE.  Any decision, interpretation or other 
action made or taken in good faith by the Committee arising out of or in 
connection with the Plan or the Restricted Stock shall be final, binding and 
conclusive on the Company and Grantee and any respective heir, executor, 
administrator, successor or assign.

     9.  ARBITRATION.     Grantee agrees that any claim, controversy or 
dispute that may arise directly or indirectly in connection with Grantee's 
employment or termination of employment with MediaOne Group, and/or any 
associated or related disputes arising therefrom involving MediaOne Group 
and/or any employee(s), Director(s), officer(s), or agent(s) of MediaOne 
Group, whether arising in contract, statute, tort, fraud, misrepresentation, 
discrimination, common law or any other legal theory, including, but not 
limited to, disputes relating to the making, performance or interpretation of 
this Agreement; and claims or other disputes arising under Title VII of the 
Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age 
Discrimination in Employment Act of 1967, as amended; 42 U.S.C. Section 1981, 
Section 1981a, Section 1983, Section 1985, or Section 1988; the Family and 
Medical Leave Act of 1993; the Americans with Disabilities Act of 1990, as 
amended; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards 
Act of 1938, as amended; the Employee Retirement Income Security Act of 1974, 
as amended ("ERISA"); the Colorado Anti-Discrimination Act; or any other 
similar federal, state or local law or regulation, whenever brought, shall be 
resolved by arbitration.  If, however, Grantee would otherwise be legally 
required to exhaust administrative remedies to obtain legal relief, Grantee 
can and must exhaust such administrative remedies prior to pursuing 
arbitration.  The only legal claims between Grantee and MediaOne Group that 
are not included for arbitration within this Agreement are claims for 
workers' compensation or unemployment compensation benefits.  BY SIGNING THIS 
AGREEMENT, GRANTEE VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHT 
GRANTEE MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, 
INCLUDING THE RIGHT TO A JURY TRIAL.  MEDIAONE GROUP ALSO HEREBY VOLUNTARILY, 
KNOWINGLY, AND INTELLIGENTLY WAIVES ANY RIGHT IT MIGHT OTHERWISE HAVE TO SEEK 
REMEDIES AGAINST GRANTEE IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO A 
JURY TRIAL. The Federal Arbitration Act, 9 U.S.C. Sections et.seq. ("FAA") 
shall govern the arbitrability of all claims, provided that they are 
enforceable under the FAA, as it may be amended from time to time.  In the 
event the FAA does not govern, the Colorado Uniform Arbitration Act shall 
apply.  Additionally, the substantive law of Colorado, to the extent it is 
consistent with the terms stated in this Agreement for arbitration, shall 
apply to any common law claims. This Agreement for arbitration supersedes any 
prior arbitration agreement between Grantee and MediaOne Group to the extent 
they are inconsistent.

     A single arbitrator engaged in the practice of law shall conduct the 
arbitration under the applicable rules and procedures of the American 
Arbitration Association ("AAA"), unless otherwise agreed to by the parties.  
Any dispute, that relates directly or indirectly to Grantee's employment with 
MediaOne Group or to the termination of Grantee's employment will be 
conducted under the AAA National Rules for the Resolution of Employment 
Disputes, effective June 1, 1997.  The arbitrator shall be chosen from a 
state other than Grantee's state of residence and other than Colorado.  Other 
than as set forth herein, the arbitrator shall have no authority to 

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add to, detract from, change, amend, or modify existing law.  The arbitrator 
shall have the authority to order such discovery as is necessary for a fair 
resolution of the dispute.  The arbitrator may award punitive damages, as 
allowed by Title VII of the Civil Rights Act of 1964, as amended; the Civil 
Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as 
amended; and the Americans with Disabilities Act of 1990, as amended, 
regardless of any limitations imposed by federal, state, or local laws 
regarding amounts that may be awarded in arbitration proceedings.  All 
arbitration proceedings, including without limitation, settlements under this 
Agreement, will be confidential.  Grantee shall not be required to pay more 
than One Hundred Fifty Dollars ($150.00) of the arbitrator's hourly fees and 
expenses. The prevailing party in any arbitration shall be entitled to 
receive reasonable attorneys' fees as provided by law.  The arbitrator's 
decision and award shall be final and binding, as to all claims that were, or 
could have been, raised in the arbitration, and judgment upon the award 
rendered by the arbitrator may be entered to any court having jurisdiction 
thereof.  If any party hereto files a judicial or administrative action 
asserting claims subject to this arbitration provision, and another party 
successfully stays such action and/or compels arbitration of such claims, the 
party filing said action shall pay the other party's costs and expenses 
incurred in seeking such stay and/or compelling arbitration, including 
reasonable attorneys' fees not to exceed Two Thousand Five Hundred Dollars 
($2,500.00).

     10.  EXECUTIVE SEVERANCE AGREEMENT AND OTHER AGREEMENT WITH THE COMPANY. 
Except as expressly provided in this Agreement, the provisions of this 
Agreement shall not be affected in any way whatsoever by any Executive 
Severance Agreement or any other written or verbal agreement between Grantee 
and the Company or a Related Entity.

     11.  MISCELLANEOUS.

          A.  NOTICES.  Any notice to be given to the Company shall be 
personally delivered to or addressed to its Senior Vice President - Human 
Resources, and any notice to be given to Grantee shall be addressed to him or 
her at the address given beneath his or her signature below or such other 
address as the Company reasonably believes to be his or her most current 
address.  Any notice to the Company is deemed given when received on behalf 
of the Company by the Senior Vice President - Human Resources, of the Company 
at 188 Inverness Drive West, 5th Floor, Englewood, CO  80112.  Any notice to 
Grantee is deemed given when personally delivered or enclosed in a properly 
sealed envelope addressed as aforesaid and deposited, postage prepaid, in a 
post office or branch post office regularly maintained by the United States 
Postal Service.

          B.   EMPLOYMENT.  THE COMPANY OR RELATED ENTITY MAY TERMINATE 
GRANTEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE, UNLESS THE 
EMPLOYMENT IS COVERED BY SEPARATE CONDITIONS CONTAINED IN A COLLECTIVE 
BARGAINING AGREEMENT OR OTHER AUTHORIZED WRITTEN AGREEMENT SIGNED BY BOTH 
PARTIES, AND NOTHING CONTAINED IN THIS AGREEMENT CREATES OR IMPLIES AN 
EMPLOYMENT CONTRACT OR TERM OF EMPLOYMENT OR ANY PROMISE OF SPECIFIC 
TREATMENT UPON WHICH GRANTEE MAY RELY.

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          C.  GOVERNING LAW.  This Agreement shall be construed and enforced 
in accordance with the laws of the State of Colorado.

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          D.  AMENDMENTS.  The Company may at any time propose to amend this 
Agreement, but any such alteration or amendment shall be effective only if in 
writing, signed by a duly authorized officer of the Company and by Grantee.

MEDIAONE GROUP, INC.                         GRANTEE




By:

    /s/ [ILLEGIBLE]
                                        GRANTEE
CHAIRMAN, CEO & PRESIDENT

                                        ------------------------------------
                                        Full Name

                                        ------------------------------------
                                        Street Address

                                        ------------------------------------
                                        City, State and Zip Code

                                        ------------------------------------
                                        Social Security Number

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                            IRREVOCABLE STOCK POWER


     FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign and
transfer to:

                                 MEDIAONE GROUP, INC.
                                      84-0926774
                             (Tax Identification Number)

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((NOShrs)) shares of Common Stock issued by MediaOne Group, Inc. (the 
"Company") represented by Grant Number ((Cgrantno)), standing in the name of 
the undersigned on the books of the Company.

The undersigned does (do) hereby irrevocably constitute and appoint the Vice
President - Law, General Corporate and Litigation Group for the Company as
attorney to transfer the said stock on the books of the Company, with full power
of substitution in the premises.


                                             Dated:                         
-----------------------------------------          ------------------------ 
((FIRSTNAME)) ((MIDLNAME)) ((LASTNAME))





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IMPORTANT -- READ CAREFULLY:  The signature(s) of this Stock Power must
correspond with the name(s) as written upon the face of the certificate(s) or
account(s) in every particular without alteration or enlargement or any change
whatever.
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[NAME]
DATE
ATTACHMENT A
PAGE 1


           INTELLECTUAL PROPERTY THAT HAS NOT BEEN PATENTED OR PUBLISHED






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