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EXHIBIT 10y



                             Date


Name
U S WEST, Inc. Officer Title
U S WEST, Inc.
7800 East Orchard Road, Suite 200
Englewood, Colorado  80111

Dear ________:

    U S WEST, Inc., on behalf of itself, its subsidiaries and 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, personal risks
and uncertainties for its executives, and that it is in the best interests of
U S WEST, 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 defined 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.


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    (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(c).

    (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:  (i) the Company or any of
    its Subsidiaries; (ii) a trustee or other fiduciary holding securities
    under an employee benefit plan of the Company or any of its Subsidiaries;
    or (iii) an underwriter temporarily holding securities pursuant to an
    offering of such 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
    (2/3) 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 or 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


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    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 Sections
    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 the
    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; 

         (v)  the Company:  (A) redeems substantially all of the outstanding
    shares of U S WEST Communications Group Common Stock or U S WEST Media
    Group Common Stock in exchange for shares of one or more wholly-owned
    subsidiaries of the Company that hold all or substantially all of the
    assets that are attributed to that Group; (B) distributes to the
    stockholders of U S WEST Communications Group or U S WEST Media Group the
    shares of one or more wholly-owned subsidiaries that hold all or
    substantially all of the assets attributed to that Group; (C) converts all
    of the outstanding shares of U S WEST Communications Group Common Stock
    into the shares of U S WEST Media Group Common Stock, or vice versa; (D)
    distributes the stock of one or more wholly-owned subsidiaries holding all
    or substantially all of the assets of the Company, under applicable law, at
    a time when there are no classes of Common Stock that separately track the
    performance of certain Company businesses; or (E) sells or otherwise
    disposes of all or substantially all of the assets of the U S WEST
    Communications Group or the U S WEST Media Group and distributes the net
    proceeds of such sale or disposition to the holders of the common stock
    related to such Group by dividend or redemption; or

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

         (vii)     Notwithstanding any terms to the contrary contained in this
    Subsection I(i), the following shall not constitute a Change of Control for
    purposes of this Agreement:  if (i) the stockholders of the Company approve
    a merger of the Company and (ii) in connection with such merger or
    immediately prior to such merger (A) substantially all of the assets of the
    Company are contributed to Newco (as defined below) and (B) the
    stockholders of the U S WEST Communications Group receive shares of Newco
    Communications Group Common Stock (as defined below) for each share of U S
    WEST Communications Group Common Stock held and the stockholders of the U S
    WEST Media Group receive shares of Newco Media Group Common Stock (as
    defined below) for each share of U S WEST Media Group Common Stock held. 
    As used herein, "Newco" shall mean a newly formed subsidiary of the Company
    that has two classes of Common Stock, one of which reflects the performance
    of businesses that comprise the businesses of the U S WEST Communications
    Group ("Newco Communications Group Common Stock") and one of which reflects
    the performance of businesses that comprise the businesses of the U S WEST
    Media Group ("Newco Media Group Common Stock").  This


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    limited exception to the definition of "Change of Control" set forth in this
    Subsection I(i)(vii) shall not apply, and a Change of Control shall be 
    deemed to have occurred, if one or more transaction(s), whether structured
    as set forth in this Subsection I(i)(vii) or otherwise, alone or in the 
    aggregate, result(s) in the sale, transfer, exchange or disposition of all
    or substantially all of the assets of the Communications Group, the Media
    Group or the Company as a whole, as each of those entities is constituted
    as of the date of this Agreement.

    (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 occupation or employment for which
Executive is qualified or may reasonably become qualified by training, education
or experience.  Any dispute as to the existence of a Disability upon which
Executive and the Company cannot agree shall be resolved 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 decision 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 otherwise is entitled under any short-term
    incentive plan(s) or 


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    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 or stock 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).


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    (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 February 7, 1997.  This Agreement shall continue in effect through December
31, 2000; provided, however, that commencing on January 1, 2001, 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
of the Company 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,


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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 (as defined below) of his employment with the Company
within three (3) years after the date of the Change of Control.  For purposes of
this Agreement, "Termination" 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.  


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IV.  Compensation Upon a Termination

    Following a Change of Control, upon Executive's Termination, Executive
shall be entitled to the following benefits, provided that such Termination
occurs during the three (3) year period immediately following the date of the
Change of Control:  

    (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 occurs
through the Termination Date over a year of 360 days), which shall be deemed to
be one hundred percent (100%) unless the performance actually achieved is
greater than one hundred percent (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)


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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 written agreement(s) 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 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 the 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


                                       9


<PAGE>


    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 and all income and 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 of 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 


                                      10


<PAGE>


    that has occurred and any such underpayment and any interest, penalties or 
    addition to tax shall promptly be 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) calendar 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 to 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 full amount
    of such payment 


                                      11


<PAGE>


    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 from
    the taxing authority 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,
payment 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 or benefit 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 with 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.(c)), shall receive the benefits to


                                      12


<PAGE>


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 U S WEST, 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) Joint and Several Liability.  Upon the occurrence of a Change of
Control as defined in Subsection I(i)(v)(A), (B), (D) or (E), the Company and
the Subsidiary whose stock is distributed (by redemption or dividend) to the
stockholders of the Company as described therein shall be jointly and severally
liable for all of the obligations of the Company under this Agreement, and prior
to the occurrence of such event, the Company shall require such Subsidiary to
expressly agree in writing to perform this Agreement jointly and severally with
the Company.

    (c) 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.  

    (d) 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 a 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.  


                                      13


<PAGE>


VIII.  Notice

    All notices and communications, including, without limitation, any Notice
of Termination hereunder, shall be in writing and shall be given either 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
    U S WEST, Inc. Officer Title
    U S WEST, Inc.
    7800 East Orchard Road, Suite 200
    Englewood, Colorado  80111

    If to the Company:  

    U S WEST, Inc.
    7800 East Orchard Road, Suite 200
    Englewood, Colorado  80111
    Attn.:  Vice President - Law and Human Resources

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Notices 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 Company's Chief Executive Officer or other authorized officer
designated by the Board or an appropriate committee of 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.  


                                      14


<PAGE>


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. 1-15, not state law, shall govern the arbitrability of all claims.


    If this Agreement sets forth the terms of our understanding on the subject
matter hereof, kindly sign both originals of this letter and return to the Vice
President - Law and Human Resources of the Company one of the fully executed
originals of this letter which will then constitute our Agreement on this
subject.  


Sincerely,

U S WEST, Inc.


By:___________________________________
   Chairman, President and Chief Executive Officer


______________________________________
Name





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