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                                 MEDIAONE GROUP, INC.
                               MID-CAREER PENSION PLAN

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                                  TABLE OF CONTENTS

<TABLE>
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                                                                                 Page
<S>                                                                              <C>
Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE I      DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.1  Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.2  Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.3  Board or Board of Directors. . . . . . . . . . . . . . . . . . . . . . .  2
     1.4  Commencement Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.5  Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.6  Final Average Compensation . . . . . . . . . . . . . . . . . . . . . . .  2
     1.7  Installments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.8  Mid-Career Pension Credits . . . . . . . . . . . . . . . . . . . . . . .  3
     1.9  Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.10 Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.12 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     1.13 Short Term Incentive Award . . . . . . . . . . . . . . . . . . . . . . .  4

ARTICLE II     ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

     2.1  Eligibility to Participate . . . . . . . . . . . . . . . . . . . . . . .  4

ARTICLE III    PAYMENT OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . .  5

     3.1  Commencement Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     3.2  Lump Sum Distributions and Installments. . . . . . . . . . . . . . . . .  5
     3.3  Election of Form of Benefit. . . . . . . . . . . . . . . . . . . . . . .  5
     3.4  Small Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     3.5  Default Elections. . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     3.6  Suspension of Benefit Payments . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE IV     RETIREMENT BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . .  7

     4.1  Eligibility for Service Pension Benefit. . . . . . . . . . . . . . . . .  7
     4.2  Amount of Service Pension Benefit. . . . . . . . . . . . . . . . . . . .  7
     4.3  Early Retirement Discount. . . . . . . . . . . . . . . . . . . . . . . .  8
     4.4  Eligibility for Deferred Vested Benefit. . . . . . . . . . . . . . . . .  8
     4.5  Amount of Deferred Vested Benefit. . . . . . . . . . . . . . . . . . . .  8
     4.6  Not Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     4.7  Other Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

                                       i
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ARTICLE V      SPECIAL RULES APPLICABLE TO LUMP SUM DISTRIBUTIONS AND
               INSTALLMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

     5.1  Plan Benefit Paid in a Lump Sum. . . . . . . . . . . . . . . . . . . . .  9
     5.2  Deferral of Lump Sum Distribution. . . . . . . . . . . . . . . . . . . . 10
     5.3  No Partial Lump Sum Option Under the Plan. . . . . . . . . . . . . . . . 10
     5.4  Special Rules for Participants Electing Installments . . . . . . . . . . 10
     5.5  Inconsistent Provisions. . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VI     NO DISABILITY BENEFIT OR ANCILLARY DEATH BENEFITS . . . . . . . . . 11

     6.1  No Disability Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . 11
     6.2  No Ancillary Death Benefits. . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VII    PRE-RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . . . . 11

     7.2  Qualified Preretirement Survivor Annuity . . . . . . . . . . . . . . . . 11
     7.2  No Other Death Benefits. . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VIII   ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

     8.1  Administrator Responsibility . . . . . . . . . . . . . . . . . . . . . . 12
     8.2  Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     8.3  Review of Administrator Decisions. . . . . . . . . . . . . . . . . . . . 12
     8.4  Delegation of Responsibilities . . . . . . . . . . . . . . . . . . . . . 12
     8.5  Other Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE IX     GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . 13

     9.2  Source of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     9.3  Forfeiture of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . 13
     9.4  Assignment or Alienation . . . . . . . . . . . . . . . . . . . . . . . . 14
     9.5  Determination of Eligibility . . . . . . . . . . . . . . . . . . . . . . 14
     9.6  Payments to Others . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     9.7  No Guarantee of Employment . . . . . . . . . . . . . . . . . . . . . . . 15
     9.8  Nature of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     9.9  Plan Amendment and Termination . . . . . . . . . . . . . . . . . . . . . 15
     9.10 Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     9.11 Gender and Number. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
     9.12 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

                                       ii
<PAGE>

                                 MEDIAONE GROUP, INC.
                               MID-CAREER PENSION PLAN


                                       PREAMBLE

I.  Predecessor Plan History.

          U S WEST, Inc., a Delaware corporation ("Old U S WEST"), 
established the U S WEST Mid-Career Pension Plan (the "Predecessor Plan") 
effective January 1, 1984 to restore to certain of its employees and to the 
employees of certain of its subsidiaries various pension benefits to which 
they would have been entitled if they had become employees at an earlier 
stage of their careers. Effective January 1, 1988 and January 1, 1997, the 
Predecessor Plan was amended and restated.

II.  Corporate History.

          In 1995, pursuant to a Restated Certificate of Incorporation of Old 
U S WEST, Old U S WEST assets, liabilities and businesses were divided 
between the Communications Group and the Media Group.  Both Communications 
Group and Media Group employees participated in the Predecessor Plan.

          In 1998, Old U S WEST determined that it was desirable to separate 
the Communications Group and the Media Group into two separate public 
companies.  In furtherance of that goal, Old U S WEST effected a 
restructuring of certain of its assets among the Communications Group and 
Media Group.  In addition, Old U S WEST redeemed all of the Old U S WEST 
Communications Group Common Stock for all of the capital stock of USW-C, 
Inc., a wholly-owned subsidiary of Old U S WEST; as a result, USW-C, Inc. 
ceased to be affiliated with Old U S WEST.  Upon such redemption, USW-C, Inc. 
was renamed U S WEST, Inc.  In addition, Old U S WEST was renamed MediaOne 
Group, Inc.  All of the existing shares of Old U S WEST Media Group Common 
Stock remain outstanding as MediaOne Group, Inc. Common Stock.  The foregoing 
transactions became effective on the Separation Time.

III. Current Plan.

          In connection with the foregoing separation, Old U S WEST 
determined that it was desirable to transfer sponsorship of the Predecessor 
Plan to USW-C, Inc.  In addition, MediaOne Group, Inc. adopted this Plan to 
accept liabilities with respect to Media Participants, as set forth in the 
Employee Matters Agreement between Old U S WEST and USW-C, Inc.

          This Plan document sets forth the terms and conditions of the Plan, 
effective as of the Separation Time (except as otherwise noted), and reflects 
the transfer of liabilities of all Media Participants to this Plan from the 
Predecessor Plan.  No benefits will be paid under this Plan to Communications 
Participants after the Separation Time unless, in accordance with the 
Employee Matters Agreement, a Terminated Communications 

                                       1
<PAGE>

Employee is reclassified as a Terminated Media Employee (as such terms are 
defined in the Employee Matters Agreement).

          Except as otherwise provided herein, the provisions of this Plan 
apply solely to an Employee of a Participating Company whose Eligible 
Separation occurred on or after the Separation Time.  If a Media 
Participant's Eligible Separation occurred prior to the Separation Time, that 
person is entitled to benefits under this Plan in accordance with the terms 
of the Predecessor Plan as the Predecessor Plan existed on the date of the 
Employee's Eligible Separation.

                                   ARTICLE I

                                  DEFINITIONS

     Capitalized terms in this Plan which are also defined in the Pension 
Plan shall have the meaning set forth in the Pension Plan, unless otherwise 
provided below:

     1.1  "ADMINISTRATOR" shall mean the Senior Vice President of Human 
Resources of the Company or his or her duly-authorized delegate, or, in the 
event the Plan benefits of the Senior Vice President, Human Resources are 
directly or indirectly impacted by any claim for benefits, the Human 
Resources Committee of the Board.

     1.2  "BENEFICIARY" means, as the context warrants, (i) the contingent 
annuitant designated by a Participant with respect to a pension benefit 
hereunder or (ii) the person or persons designated to receive any unpaid 
Installments after the Participant's death.

     1.3  "BOARD" or "BOARD OF DIRECTORS". shall mean the Board of Directors 
of the Company.

     1.4  "COMMENCEMENT DATE" is defined in Section 3.1.

     1.5  "COMPANY" shall mean MediaOne Group, Inc., a Delaware corporation 
and any successor thereto.  Up and until immediately prior to the Separation 
Time, Company meant Old U S WEST as defined in the Preamble.

     1.6  "FINAL AVERAGE COMPENSATION" shall mean final average compensation 
as defined in Section 1.21 of the Pension Plan, except that for this purpose 
the following definition of Compensation shall be substituted for 
compensation as defined in Section 1.10 of the Pension Plan.  Compensation 
for this purpose shall mean compensation as defined in Section 1.10 of the 
Pension Plan without regard to sub-sections (d) and (e) thereof (the 
provisions implementing Section 401(a)(17) of the Code), plus the following:

          (a)  Compensation deferred under the Company's Deferred 
Compensation Plan for a Plan Year (excluding any amounts deferred or payable 
pursuant to any incentive plan of the Company), prorated to one-twelfth 
(1/12) and spread evenly over the months for the Plan Year of the deferral;

                                       2
<PAGE>

          (b)  The amount of any Short Term Incentive Awards paid with 
respect to a Plan Year, prorated to one-twelfth (1/12) and spread evenly over 
the twelve months of the Plan Year during which the Short Term Incentive 
Awards were earned; and

          (c)  The value of the Company's common stock (without regard to its 
restricted status on the date of grant) paid as an award under a plan that 
provides for awards in the form of the Company's common stock in lieu of cash 
and that has been approved by the shareholders of the Company, provided that 
such award is designated by the Administrator as Compensation under this 
Plan. In all cases, such awards shall be valued for purposes of this Plan as 
of the date of the award.

     1.7  "INSTALLMENTS" shall mean a form of benefit in which a 
Participant's benefit under this Plan is paid in a fixed number of annual 
installments, not to exceed ten, elected by the Participant in accordance 
with procedures established by the Administrator.

     1.8  "MID-CAREER PENSION CREDITS" shall mean an amount equal to the 
lesser of (a) one-half (1/2) of the number of full and fractional years of 
the Participant's Pension Calculation Service under the Pension Plan earned 
since the later of his Employment Commencement Date or his most recent 
Reemployment Commencement Date or (b) one-half (1/2) of the difference 
between (1) age 30 and (2) the Participant's attained age on the later of his 
Employment Commencement Date or his most recent Reemployment Commencement 
Date.

     1.9  "PARTICIPANT" shall mean an Employee of a Participating Company who 
has satisfied the applicable requirements of Section 2.1.

     1.10 "PENSION PLAN" shall mean the MediaOne Group Pension Plan as it 
exists after the Separation Time, and as amended from time to time.  
References to any article or section of the Pension Plan include reference to 
any comparable or succeeding provisions that amend, supplement or replace 
such article or section. Prior to the Separation Time, "Pension Plan" meant 
the U S WEST Pension Plan maintained by Old U S WEST.

     1.11 "PLAN" shall mean this MediaOne Group Mid-Career Pension Plan, as 
amended.

     1.12 "PLAN YEAR" shall mean the fiscal year of the Plan, which shall be 
the calendar year.

     1.13 "SHORT TERM INCENTIVE AWARD" shall mean an award determined 
annually pursuant to either the Company's Short Term Incentive Plan or the 
Company's Executive Short Term Incentive Plan, as amended or superseded.  For 
Plan benefit calculation purposes, (i) any Short Term Incentive Award earned 
in the year of Termination shall be prorated and spread evenly over the 
applicable months on the payroll in the final Plan Year of employment and 
(ii) for a Participant who Terminates and who has a Short Term Incentive 
Award that is paid after Termination, the award will be spread evenly over 
the months of the year the award was earned.  If a Short Term Incentive Award 
is paid after 

                                       3
<PAGE>


Termination, the Participant's benefit under this Plan shall be adjusted 
retroactively to reflect such payment if necessary.

                                   ARTICLE II

                                  ELIGIBILITY

     2.1  ELIGIBILITY TO PARTICIPATE.

          (a)  The only persons who shall be Participants in this Plan shall 
be persons who both (1) are Media Participants and (2) were Participants in 
the Predecessor Plan at the Separation Time.  No person may become a 
Participant on or after the Separation Time, including any person who 
previously participated under the terms of the Predecessor Plan but is not a 
Participant at the Separation Time.

          (b)  An individual was a Participant in the Predecessor Plan if he 
met all of the following conditions:  (1) he must have been a participant in 
the Old U S WEST Pension Plan, (2) his Employment Commencement Date or most 
recent Re-employment Commencement Date must have occurred on or after the 
date on which such participant attained the age of thirty-five (35) years, 
and (3) the Old U S WEST Vice President of Human Resources must have 
designated him to participate in this Plan.  Notwithstanding the foregoing, 
no person, including a former Participant who is not employed on August 27, 
1996 and was or is reemployed thereafter, became or shall become a 
Participant on or after August 27, 1996.

          (c)  A Participant who incurs an Eligible Separation on or after 
August 27, 1996 and is subsequently reemployed shall not be eligible to 
participate with respect to periods of reemployment.

          (d)  The Participant's participation in the Plan commenced on the 
90th day after the date he receives the information concerning participation 
in the Plan.  If the information is given by hand delivery, the Participant 
shall receive the information on the date it is delivered.  If the 
information is given by mail, it shall be deemed received by the Participant 
on the third day after deposit in the United States first class mail, postage 
prepaid, addressed to the Participant at the most current address in the 
Company's records.

                                  ARTICLE III

                              PAYMENT OF BENEFITS

     3.1  COMMENCEMENT DATE.  Except as provided in Sections 3.2, 3.4, 3.5 
and 9.10, payment of a Plan benefit shall commence as of such time (the 
"Commencement Date") as elected (or deemed elected) by the Participant.

                                       4
<PAGE>

     3.2  LUMP SUM DISTRIBUTIONS AND INSTALLMENTS.

          (a)  Notwithstanding Section 3.1, but subject to Sections 3.4, 3.5 
and 9.10, if a Participant elects payment under this Plan in the form of a 
lump sum distribution or Installments, the distribution shall be paid or 
commence to be paid approximately 60 days after Eligible Separation (unless 
the Participant elects deferral of the distribution), with an additional 
payment, which shall be paid approximately sixty (60) days following the 
payment of the Participant's final Short Term Incentive Award, which shall 
take into account any Short Term Incentive Awards that were not included in 
the calculation of the payment that the Participant had already received.  
The Commencement Date of such a distribution shall be the Participant's First 
Starting Date, even though the distribution may not be made for approximately 
60 days (no interest shall be paid due to the delay in payment).  If a 
Participant who has elected payment of benefits under this Plan in the form 
of a lump sum dies after the Commencement Date, but before the payment of the 
lump sum, said lump sum shall be paid to the deceased Participant's estate.

          (b)  Notwithstanding Section 3.1, but subject to Sections 3.4, 3.5 
and 9.10, if the Participant elects deferral of the lump sum distribution or 
Installments, the distribution shall be paid or commence to be paid, in 
accordance with the Participant's election, in March of the first, second, 
third, fourth or fifth calendar year after the calendar year in which the 
Eligible Separation occurs.  The Commencement Date of such a distribution 
shall be the March 1 of the year in which the distribution is to commence, 
even though the distribution may not actually commence on such date (no 
interest shall be paid due to the delay in payment).

     3.3  ELECTION OF FORM OF BENEFIT.

          (a)  Within 90 days after a Participant received information 
regarding participation in the Plan and prior to the date he commenced 
participation in the Plan, he was permitted to elect the form in which 
benefit payments shall be made.  A Participant may elect to change the form 
of benefit at any time after the fifth anniversary of the previous election 
(excluding elections made under the Predecessor Plan before May 1997).  
However, any such election shall be void unless the Participant remains an 
Employee at least six months after the date the election is filed with the 
Administrator.  If a Participant ceased to participate in the Plan and 
subsequently recommenced participation, any prior election (or deemed 
election) remained valid unless a new election is made.

          (b)  A Participant may elect payment of the Plan benefit in any 
form of benefit available to that Participant under the Pension Plan 
(excluding the partial lump sum option) or Installments.  Except as set forth 
in Article V (dealing with payments of lump sums and Installments), the 
benefit under the Plan shall be calculated by converting the single life 
annuity otherwise payable under Article IV into the form elected (or deemed 
elected under Section 3.5) using the actuarial factors set forth in the 
Pension Plan appropriate for the form of benefit elected, without regard to 
any adjustments under Code Section 415.

                                       5
<PAGE>

          (c)  The Participant shall have full power and authority to make 
elections with respect to the form of payment of benefits under this Plan 
without obtaining the consent of such Participant's spouse, including the 
waiver of payment in the form of a joint and survivor annuity.  All such 
elections shall be made on a form provided by the Administrator in accordance 
with procedures established by the Administrator.  Any election in effect 
under the Predecessor Plan at the Separation Time shall remain in effect 
under this Plan until changed by the Participant in accordance with the rules 
set forth above.

     3.4  SMALL BENEFITS.  Notwithstanding any election or deemed election 
pursuant to Sections 3.3 or 3.5 or any other provision of this Plan, if the 
Participant's benefit under this Plan, expressed as a lump sum in accordance 
with Article V, is $10,000 or less, the Plan benefit shall be payable only in 
the form of a lump sum approximately sixty (60) days after the Participant's 
Eligible Separation.

     3.5  DEFAULT ELECTIONS.

          (a)  This subsection (a) applies to Participants who make any 
benefit elections after April 30, 1997.  If a Participant fails to elect a 
Commencement Date and either (i) fails to elect a form of Plan benefit or 
(ii) elects a lump sum, the Plan benefit shall be paid in the form of a lump 
sum approximately 60 days after the Eligible Separation.  If a Participant 
fails to elect a Commencement Date and elects Installments, the Plan benefit 
shall be paid in the form of Installments commencing approximately 60 days 
after the Eligible Separation.  If a Participant elects an annuity form of 
benefits under the Plan, but fails to elect a Commencement Date, the 
Commencement Date shall be the Annuity Starting Date under the Pension Plan.  
If the Participant elects a Commencement Date, but fails to elect a form of 
Plan benefit, it shall be paid in a lump sum on that date set forth in 
Section 3.2 coinciding with or immediately preceding the elected Commencement 
Date.

          (b)  This subsection (b) applies to Participants who do not make 
any benefit elections after April 1997.  If a Participant fails to elect a 
form of Plan benefit, benefits shall be paid as a single life annuity 
(whether or not the Participant is married on the Commencement Date); no 
survivor or contingent annuitant benefits shall be payable to any person.  If 
a Participant elected a lump sum or Installments under the Predecessor Plan 
before May, 1997, but fails to elect a Commencement Date, the distribution 
shall be paid or commence to be paid approximately 60 days after the Eligible 
Separation.  If a Participant fails to elect a Commencement Date, and (i) the 
Participant elected an annuity under the Predecessor Plan prior to May 1997 
or (ii) the Participant did not elect a form of benefits, the Participant 
shall be deemed to have elected a Commencement Date that is his Annuity 
Starting Date under the Pension Plan.

     3.6  SUSPENSION OF BENEFIT PAYMENTS.  Reemployment with a Participating 
Company commencing on or after January 1, 1997 shall not result in suspension 
of benefits.  Reemployment with any Participating Company prior to 1997 
subsequent to Termination with any type of benefits described heretofore 
shall result in the suspension of the benefit for the period of such 
employment or reemployment.

                                       6
<PAGE>

                                    ARTICLE IV

                                RETIREMENT BENEFIT

     4.1  ELIGIBILITY FOR SERVICE PENSION BENEFIT.  A Participant shall be 
eligible for a service pension benefit pursuant to this Plan if he incurs an 
Eligible Separation and qualifies for a service pension under Article V-B of 
the Pension Plan. The Participant's Mid-Career Pension Credits shall not be 
taken into account for purposes of determining whether the Participant is 
eligible for a service pension under this Plan, the Pension Plan or any other 
plan and shall not be considered as term of employment for any purpose under 
any such plan or otherwise.

     4.2  AMOUNT OF SERVICE PENSION BENEFIT.

          (a)  Benefit Formula.  The service pension benefit of a Participant 
under this Plan shall be a pension for the life of the Participant payable in 
monthly installments, the monthly amount of which shall equal one-twelfth of 
the following amount:

               (1)   the sum of 1.25 percent of the Participant's Final Average
     Compensation (not in excess of Covered Compensation) and 1.50 percent of
     the excess of Final Average Compensation over Covered Compensation,
     multiplied by

               (2)   the number of Mid-Career Pension Credits which the
     Participant has earned.

          (b)  Ad Hoc Increases.  No ad hoc increases set forth in the 
Pension Plan, including the increases effective January 1, 1996 and January 
1, 1998, shall apply under this Plan.

     4.3  EARLY RETIREMENT DISCOUNT.  The monthly service pension benefit for 
each Participant who is granted a service pension benefit under Section 4.1 
shall be reduced by one-half percent (0.5%) for each month by which his age 
(in terms of completed years and months) at the time of his Commencement Date 
is less than 55.  If the Participant has a Term of Employment of thirty or 
more years, all of the adjustments set forth in Section 5B.1(d) shall be 
applied.

     4.4  ELIGIBILITY FOR DEFERRED VESTED BENEFIT.  A Participant who is not 
eligible for a service pension benefit under Section 4.1 shall be eligible 
for a deferred vested benefit pursuant to this Plan if he incurs an Eligible 
Separation and completed five or more Years of Vesting Service.

     4.5  AMOUNT OF DEFERRED VESTED BENEFIT. The monthly benefit payable for 
each Participant eligible for a deferred vested benefit under Section 4.4 
shall be calculated exclusively in accordance with Section 4.2(a), provided 
that if the Participant's Commencement Date under this Plan occurs prior to 
attainment to age 65, the benefit shall be reduced in accordance with the 
factors set forth in Appendix C of the Pension Plan.  

                                       7
<PAGE>

Such amount shall be calculated as of the date of the Participant's Eligible 
Separation and shall be calculated as if such Participant had retired on such 
date.  No recalculation of the benefit shall be made after such date or as a 
result of amendments made to this Plan subsequent to such date.

     4.6  NOT VESTED.  A participate who is not Vested under the Pension Plan 
shall not be entitled to any benefits under this Plan.

     4.7  OTHER PROVISIONS.

          (a)  The Pension Plan contains Defined Lump Sum benefits under 
Articles V-D and V-E of the Pension Plan.  No similar benefit is provided 
under the terms of this Plan.

          (b)  The Pension Plan benefit is generally the greater of the 
benefit under Article V-B or Article V-D of the Pension Plan.  No similar 
rules apply under this Plan.  Accordingly, a Participant under this Plan is 
entitled to the benefits set forth in this Plan regardless of whether the 
Article V-D benefit under the Pension Plan exceeds the Article V-B benefit 
under the Pension Plan.

          (c)  The Pension Plan contains different benefit formulas in 
Article V-B depending upon whether the participant has 30 or more years of 
Pension Calculation Service.  No similar rules apply under this Plan.  
Accordingly, the formula in Section 4.2(a) of this Plan applies even if the 
Participant's Pension Calculation Service (or the sum of such service and his 
Mid-Career Pension Credits) exceeds 30.

          (d)  Notwithstanding any other provision of this Plan, any increase 
in Pension Plan benefits which may occur upon termination of the Pension Plan 
as a result of the operation of Section 11.5(b) of the Pension Plan shall be 
disregarded in determining the benefit under this Plan.

                                   ARTICLE V

                          SPECIAL RULES APPLICABLE TO
                    LUMP SUM DISTRIBUTIONS AND INSTALLMENTS


     5.1  PLAN BENEFIT PAID IN A LUMP SUM.  Notwithstanding Article IV, the 
following rules shall apply if a Participant elects to receive his Plan 
benefit in the form of an immediate lump sum.  The benefit under this Plan 
shall be computed as of the date of the Participant's Eligible Separation and 
shall equal the following amount.  First, if the Participant has a pension 
under Article V-B of the Pension Plan that is not a service pension, the 
pension under Sections 4.4 and 4.5 payable at age 65 shall be calculated.  If 
the Participant is eligible for a service pension in accordance with Section 
5B.1 of the Pension Plan, an immediate annuity under Sections 4.1, 4.2 and 
4.3 commencing on the First Starting Date shall be calculated.  Second, the 
foregoing 

                                       8
<PAGE>

hypothetical pension payable at age 65 or immediate annuity, as applicable, 
shall be converted into a lump sum based on the following factors:

          (a)  The interest rate used for this purpose shall equal:

               (i)   65% of the average yield on 30-Year Treasury Bonds as
     released by the Federal Reserve Board for the five business days
     immediately preceding the First Starting Date for Participants who have an
     Eligible Separation prior to August 1, 1997; or

               (ii)  65% of the average yield on 30-Year Treasury Bonds as
     released by the Federal Reserve Board for the business days occurring
     during the 30-day calendar period ending on the day before the date of
     Eligible Separation for Participants who have an Eligible Separation on or
     after August 1, 1997.

          (b)  Mortality shall be based on the 1983 Group Annuity Mortality 
Table, weighted 80% for males and 20% for females.

The Administrator shall use such other actuarial assumptions in calculating 
the present value of a Participant's benefit for the purpose of determining 
the amount of a lump sum distribution as it shall determine in its sole 
discretion.

     5.2  DEFERRAL OF LUMP SUM DISTRIBUTION.  Notwithstanding Article IV, if 
a Participant elects payment of his Plan benefit in the form of a lump sum 
and defers payment of such benefit pursuant to Section 3.2, the Plan benefit 
in this case shall not be computed by calculating the lump sum that would be 
payable as of the Commencement Date.  Instead, the Plan benefit shall be 
calculated in accordance with Section 5.1 above as of the Participant's 
Eligible Separation and increased with interest from the date of the Eligible 
Separation to the Commencement Date at an annual rate equal to:

          (a)  The yield on 10-year Treasury Notes on the date of the 
Eligible Separation as released by the Federal Reserve Board plus one percent 
during any period from the date of Eligible Separation to December 31, 1997; 
and

          (b)  For any portion of a Plan Year occurring on or after January 
1, 1998, the average yield on 5-year Treasury Notes as released by the 
Federal Reserve Board on the business days occurring during December prior to 
such Plan Year.  This rate shall be revised each year for all deferrals, 
including deferrals from prior years.

     5.3  NO PARTIAL LUMP SUM OPTION UNDER THE PLAN.  A Participant may not 
elect a partial lump sum option under the Plan.

     5.4  SPECIAL RULES FOR PARTICIPANTS ELECTING INSTALLMENTS.  
Notwithstanding any other provision of this Plan to the contrary, if a 
Participant elects payment of his Plan benefit in the form of Installments, 
each Installment shall be calculated as follows:

          (a)  The Participant shall be deemed to have an account balance which

                                       9
<PAGE>


initially shall be equal to the amount that would have been payable under 
this Plan if the Participant had elected payment under this Plan in the form 
of a lump sum distribution to be paid on the same date as the actual 
Commencement Date.

          (b)  The initial account balance shall be divided by the number of 
annual Installments elected by the Participant to determine the first annual 
Installment due on the Commencement Date.

          (c)  The account balance shall then be:  (i) debited on the date of 
each annual Installment by the amount of such Installment; and (ii) credited 
with interest at the rates set forth in Section 5.2 (taking into account the 
rate change on January 1) from the date of such annual Installment to the 
date of next Installment.

          (d)  The account balance as of the date of the next Installment 
shall be divided by the remaining number of annual Installments elected by 
the Participant to determine the amount of the next annual Installment.

          (e)  Subsections (c) and (d) shall be repeated each year to 
determine each subsequent Installment.

          (f)  If a Participant who has elected payment of benefits under 
this Plan in the form of Installments dies after the Commencement Date, but 
before the payment of all Installments, any unpaid Installments shall be paid 
to the deceased Participant's Beneficiary.  Should the Beneficiary die before 
payment of all remaining Installments, any remaining account balance shall be 
paid to the Beneficiary's estate.

     5.5  INCONSISTENT PROVISIONS.  The provisions of this Article V shall 
take precedence over any obviously inconsistent provisions in Article III or 
Article IV.

                                    ARTICLE VI

                NO DISABILITY BENEFIT OR ANCILLARY DEATH BENEFITS

     6.1  NO DISABILITY BENEFIT.  No person shall be eligible to receive a
disability pension from this Plan.

     6.2  NO ANCILLARY DEATH BENEFITS.  Article VII of the Pension Plan 
provides for certain ancillary death benefits.  No similar rules are provided 
under this Plan.  No ancillary death benefits are payable under this Plan.

                                       10
<PAGE>


                                   ARTICLE VII

                             PRE-RETIREMENT BENEFITS

     7.2  QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.  If a Vested Participant 
dies prior to the Commencement Date and is survived by a spouse, a death 
benefit in the form of a Qualified Preretirement Survivor Annuity, as 
described below, shall be payable to such surviving spouse.  Such Survivor 
Annuity shall be a monthly life annuity for the life of the surviving spouse 
which is equal to the greatest of the following:

          (a)  The amount the surviving spouse would have received under this 
Plan if the Participant had commenced receiving benefits under a Qualified 
Joint and 50% Survivor Annuity on the day before his death.

          (b)  An amount equal to 45% of the single life annuity that would 
have been payable under this Plan had the Active Participant Terminated on 
the date of his death, survived until age 65 and began to receive payments at 
age 65. This clause (b) shall not apply to the surviving spouse of a Former 
Participant.

Payment of the Survivor Annuity shall be made as soon as practicable after 
the death of the Participant; the first payment shall include any payments 
not made which were due on and after the date as of which it commenced.

     7.2  NO OTHER DEATH BENEFITS.  If a Participant dies before the 
Commencement Date and does not have five years of Vesting Service (and is not 
otherwise Vested) or if Participant is not survived by a surviving spouse, no 
death benefit shall be payable under this Plan.

                                   ARTICLE VIII

                                  ADMINISTRATION

     8.1  ADMINISTRATOR RESPONSIBILITY.  The Administrator shall have the 
administrative responsibilities set forth below:

          (a)  The Administrator shall have the specific powers elsewhere 
herein granted to it and shall have such other powers as may be necessary to 
enable it to administer the Plan, except for powers herein granted or 
provided to be granted to others.

          (b)  The Administrator shall have the full and complete power to 
interpret the terms of this Plan and to determine the amount of benefits 
payable to any Participant.  The Administrator shall also have full and 
complete power to determine the benefit payable if the specific facts 
applicable to the Participant or his beneficiary are not addressed in this 
document; such determination shall be made, by the Administrator in its sole 
discretion, on a basis reasonably consistent with the purpose of, and 
principles in, this Plan.

                                       11
<PAGE>

     8.2  CLAIMS PROCEDURE.  The review and appeal procedure for a 
Participant who has a claim under the Plan shall be the same procedures set 
forth in Section 13.2 of the Pension Plan (substituting the Administrator 
under this Plan for the Committee under the Pension Plan).

     8.3  REVIEW OF ADMINISTRATOR DECISIONS.  The Administrator shall 
determine conclusively for all parties all questions arising in the 
administration of the Plan, and any decision of the Administrator shall not 
be subject to further review, except as required by applicable law.

     8.4  DELEGATION OF RESPONSIBILITIES.  The Administrator may delegate 
responsibilities for the operation and administration of the Plan consistent 
with the Plan's terms, including delegation of responsibilities to 
Participating Companies.  The Administrator may designate in writing other 
persons to carry out its responsibilities under the Plan, and may employ 
persons to advise it with regard to any such responsibilities.

     8.5  OTHER PROVISIONS.  The expenses of the Administrator shall be borne 
by the Company.  The Administrator shall be the agent of the Plan for service 
of legal process.

                                    ARTICLE IX

                                GENERAL PROVISIONS

     9.1  RIGHTS TO BENEFIT.

          (a)  The Participant, spouse or beneficiary of the Participant, 
shall have no right to any benefit under this Plan except as may be provided 
by the Participating Company employing the Participant.  Where a 
Participant's Term of Employment has included service with more than one 
Participating Company, the last such Participating Company to employ him 
prior to his termination of employment  shall be solely responsible for the 
full benefit under this Plan. No Participant, spouse or Beneficiary shall 
have any claim or interest in (i) the assets of the Participating Company 
liable for the payments prior to the time such assets are payable to such 
person under the terms of this Plan or (ii) the assets of any other 
Participating Company at any time.  However, if the Company establishes a 
"rabbi trust" with respect to this Plan, the Participating Company shall have 
no obligation to pay any benefits under this Plan to the extent such benefits 
are paid from such trust.

          (b)  In circumstances specified in Section 9.3 below, benefits 
previously awarded may be discontinued in the sole discretion of the 
Participating Company or the Administrator.

     9.2  SOURCE OF PAYMENTS.  Except as set forth in Sections 9.1(a) or 
9.10(a)(iii), nothing contained in this Plan or any action taken pursuant to 
the provisions of this Plan shall create or be construed to create a trust of 
any kind.  Nothing contained in this Plan or 

                                       12
<PAGE>

any action taken pursuant to the provisions of this Plan shall create or be 
construed to create or a fiduciary relationship between the Company (or any 
Participating Company) and any Participant, his beneficiary or any other 
person.  The Plan is intended to be "unfunded" for purposes of the Code and 
ERISA and shall be interpreted and administered in a manner consistent with 
this intention.  To the extent that any person acquires a right to receive 
payments under this Plan, such right shall be no greater than the right of 
any unsecured general creditor of the Participating Company that owes the 
payment, as set forth in Section 9.1.

     9.3  FORFEITURE OF BENEFITS.  All benefits for which a Participant would 
be otherwise eligible hereunder may, at the sole discretion of the 
Administrator, be forfeited under any of the following circumstances:

          (a)  The Participant discloses "confidential information," except 
under circumstances where the Company or a court of competent jurisdiction 
has approved or required such disclosure.  For purposes of this Section 
9.3(a), "confidential information" means and includes, without limitation, 
any confidential, legal, financial, marketing, business, technical, or other 
information, including specifically but not exclusively, information that the 
Participant prepared, caused to be prepared, or received in connection with 
the Participant's employment with the Company (or its Subsidiaries), such as, 
management and business plans, business strategies, software, software 
evaluations, trade secrets, personnel information, marketing methods and 
techniques, and any of the above-recited information as it relates to the 
Company (or its Subsidiaries) that shall have been obtained and/or learned 
during his or her employment and that shall not be public knowledge.  This 
definition does not apply to (i) information or knowledge that already is or 
subsequently may come into the public domain after the termination of 
employment other than by way of unauthorized disclosure by the Participant, 
(ii) information or knowledge that the Participant is required to disclose by 
order of a court or governmental agency after the Participant provides 
advance notice to the Company (or its Subsidiaries) at least ten (10) 
calendar days prior to such disclosure (or, if the Participant is so required 
to make such disclosure within less than ten (10) calendar days of receipt of 
such an order, after the Participant provides timely advance notice to the 
Company (or its Subsidiaries)) to allow the Company (or its Subsidiaries) to 
take legal action with respect to the matter, or (iii) information that the 
Participant learns from a third party not known by the Participant, after due 
inquiry, to be under a confidentiality agreement with the Company (or its 
Subsidiaries).

          (b)  Determination by the Board of a Participating Company in its 
sole discretion that a Participant is engaged in misconduct in connection 
with his employment with such Participating Company.

          (c)  The Participant, without the consent of his employing 
Participating Company or the Participating Company paying him a benefit 
hereunder, at any time is employed by, becomes associated with, renders 
service to, or owns an interest in any business that is competitive with the 
Company or one of its Subsidiaries or with any business in which the Company 
or one of its Subsidiaries has a substantial interest (other than as a 
shareholder with a non-substantial interest in such business) as determined 
by the 

                                       13
<PAGE>

board of such Participating Company.

     9.4  ASSIGNMENT OR ALIENATION.  The benefits under this Plan shall not 
be subject to anticipation, alienation, sale, transfer, assignment, pledge, 
encumbrance or charge by any Participant, spouse or beneficiary, and any 
attempt to do so shall be null and void.

     9.5  DETERMINATION OF ELIGIBILITY.  In all questions relating to 
eligibility for any benefit hereunder, or relating to Term of Employment and 
rates of pay for determining benefits, the decision of the Administrator, 
based upon this Plan and upon the records of the Participating Company last 
employing such individual, and insofar as permitted by applicable law, shall 
be final.

     9.6  PAYMENTS TO OTHERS.  If any person entitled to a payment under the 
Plan is a minor, or if the Administrator determines that any such person is 
incapacitated by reason of physical or mental disability, whether or not 
legally adjudicated an incompetent, the Administrator shall have the power to 
cause the payments becoming due to such person to be made to another for his 
benefit without responsibility of the Administrator to see to the application 
of such payments.  Payments made pursuant to such power shall operate as a 
complete discharge of the Plan, the Company and the Administrator.

     9.7  NO GUARANTEE OF EMPLOYMENT.  Nothing contained herein shall be 
construed as conferring upon the Participant the right to continue in the 
employ of the Company or any Participating Company as an executive or in any 
other capacity.

     9.8  NATURE OF BENEFITS.  Any benefits payable under this Plan shall not 
be deemed to be salary or other compensation to the employee for the purpose 
of computing benefits to which he may be entitled under any pension plan or 
other arrangement of the Company or any Participating Company for the benefit 
of its employees.

     9.9  PLAN AMENDMENT AND TERMINATION.  The Company, through resolution of 
the Administrator, retains the right to make amendments to the Plan in its 
sole and absolute discretion, except that the Administrator may not make any 
amendment which would affect the level of benefits under the Plan.  The 
Company, through resolution of the Human Resources Committee of the Board of 
Directors, retains the right to make amendments to the Plan which would 
affect the level of benefits under the Plan and to terminate the Plan in 
whole or in part in its sole and absolute discretion.  Each Participating 
Company retains the right to withdraw from this Plan, at any time, for any 
reason, with or without notice. Upon termination of the Plan, payments shall 
be made to Participants and their beneficiaries as they become due under the 
terms of the Plan, but no participant shall accrue any additional benefits 
after the effective date of the termination.

     9.10 CHANGE IN CONTROL.

          (a)  Upon a "Change in Control" of the Company, as defined in the 
Company's Executive Compensation Plan, the following provisions shall be 
applicable:

                                       14
<PAGE>

               (i)   Each Participant in this Plan may elect, no later than
     thirty days after the Change in Control, to receive (as soon as practicable
     after the Change in Control) a single lump sum payment equal to 94 percent
     of the present value of his benefits under this Plan (as set forth in
     subsection (b)) as of the date of the Change in Control.  A Participant
     making such election shall permanently forfeit the remaining six percent of
     the present value of his benefits under this Plan (as set forth in
     subsection (b)) as of the date of the Change in Control and the Company
     shall have no further liability to the Participant with respect to benefits
     accrued under this Plan for periods prior to the Change in Control.

               (ii)  Without the written consent of each affected Participant,
     this Plan may not be amended during the period commencing on the date of
     the Change in Control and ending three years thereafter in any way that
     would cause a Participant to receive lower benefits under this Plan than he
     would have received if such amendment had not been made.

               (iii) The Company has established an irrevocable "rabbi trust"
     which may provide a source of funds to satisfy the Company's liability
     under this Plan.  Upon a Change in Control, the Company shall transfer to
     the trustee of such trust an amount equal to the present value of all
     benefits under this Plan as of the date of the Change in Control.  The
     trustee shall be a bank or other entity that may be granted corporate
     trustee powers under applicable law.  The Company shall have no obligation
     to pay any benefits under this Plan to the extent such benefits are paid
     from such trust.

          (b)  For purposes of this Section 9.10, the present value of the 
benefits under the Plan shall be determined as follows:

               (i)   In the case of a Participant or Beneficiary receiving
     benefits under this Plan, the present value of the remaining benefits
     payable in the future shall be calculated using the assumptions set forth
     in Section 5.1.

               (ii)  In the case of any other Participant, the present value
     shall be that lump sum payment which would be made under this Plan if the
     Participant terminated employment on the date of the Change in Control and
     elected a Commencement Date on the next day.

          (c)  Notwithstanding the foregoing, a Participant in this Plan who 
is not a Vested Participant under the Pension Plan at the time of the Change 
in Control shall be treated under this Plan (but not under the Pension Plan) 
as if he were a Vested Participant under this Plan with respect to benefits 
accrued as of the Change in Control, with the result that the Participant 
shall receive:

               (i)   if the Participant makes the election described in Section
     9.10(a)(i), the amount provided under that Section to be paid within sixty
     days following the Change in Control;

                                       15
<PAGE>


               (ii)  if the Participant does not make such election and is still
     not a Vested Participant under the Pension Plan at the time of his Eligible
     Separation, a lump sum to be paid within sixty days following his Eligible
     Separation equal to the amount that would be payable under this Plan if the
     Participant were vested under the Plan, had an Eligible Separation on the
     date of the Change in Control, and elected payment under this Plan in the
     form of a lump sum, plus interest on such amount at the rate set forth in
     Section 5.2(b) from the date which is 60 days after the date of the Change
     in Control to the date of payment.  Such a Participant shall not be
     entitled to any additional benefits if he is later reemployed; or

               (iii) if the Participant does not make such election and is a
     Vested Participant under the Pension Plan at the time of his Eligible
     Separation, the benefits otherwise payable under this Plan shall be paid;
     no special rules shall apply.

This Section 9.10(c) shall not affect the determination of the Participant's 
benefit under the Pension Plan.

          (d)  If benefits under this Plan are paid to a Participant because 
the Participant makes the election described in Section 9.10(a)(i) (the 
amount of such benefits shall be the "First Payment"), and the Participant 
subsequently becomes entitled to additional benefits under this Plan (because 
he continues to be employed) (a "Second Payment"), the following rules shall 
apply:

               (i)   If the Participant elects to receive the Second Payment in
     the form of an immediate lump sum or Installments, such lump sum benefit
     (or the initial account balance under Section 5.4(a), if Installments are
     elected) shall equal: (A) the amount of the lump sum benefit to which the
     Participant would have been entitled under this Plan had the First Payment
     not been made; reduced by (B) an amount equal to the sum of the First
     Payment and the amount forfeited under Section 9.10(a)(i), increased with
     interest on such sum at the rate set forth in Section 5.2(b) credited
     annually from the date of the First Payment to the date of the Second
     Payment.  If the lump sum or Installments are deferred, such net amount
     shall be increased with interest in accordance with Section 5.2(b).

               (ii)  If the Participant elects to receive the Second Payment in
     a form other than a lump sum or Installments, the Participant's monthly
     benefit shall equal the amount determined under the following formula:

                         C x (1 - B/A)

where: C is the amount of the monthly benefit to which the Participant would 
have been entitled under this Plan in the form elected by the Participant had 
the First Payment not been made; and A and B are defined in accordance with 
the preceding paragraph (i).

     9.11 GENDER AND NUMBER.  Whenever used herein, words in any gender shall 
be deemed to include the other genders, and the singular shall be deemed to 
include the plural and vice versa, unless the context expressly indicates 
otherwise.

                                       16
<PAGE>

     9.12  GOVERNING LAW.  This Plan shall be construed and enforced in 
accordance the laws of the State of Colorado, except to the extent preempted 
by Federal law.

Dated:  __________, 1998

                                   MEDIAONE GROUP, INC.


                                   By  
                                      -----------------------------------
                                   Its 
                                      -----------------------------------

                                       17