<PAGE>


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                              TAX SHARING AGREEMENT
                                       
                                    between

                                 U S WEST, INC.
                     (to be renamed MEDIAONE GROUP, INC.)

                                      and

                                  USW-C, Inc.
                        (to be renamed U S WEST, INC.)



                      Dated as of                , 1998
                                  --------- ----




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<PAGE>


                                       
                                TABLE OF CONTENTS


<TABLE>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I
     Definitions; Certain Operating Conventions . . . . . . . . . . . . . .   2

ARTICLE II
     Allocation and Payment . . . . . . . . . . . . . . . . . . . . . . . .   5

ARTICLE III
     Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

ARTICLE IV
     Preparation and Filing of Tax Returns,
     Cooperation and Record Retention . . . . . . . . . . . . . . . . . . .  10

ARTICLE V
     Refunds, Audits and Adjustments. . . . . . . . . . . . . . . . . . . .  11

ARTICLE VI
     Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
</TABLE>


<PAGE>
                                       
                             TAX SHARING AGREEMENT


     TAX SHARING AGREEMENT, dated as of _____________, by and between U S 
WEST, Inc., a Delaware corporation ("U S WEST") to be renamed MediaOne Group, 
Inc. and USW-C, Inc., a Delaware corporation and wholly owned subsidiary of 
U S WEST ("New U S WEST") to be renamed U S WEST, Inc.

                                       
                             W I T N E S S E T H


     WHEREAS, New U S WEST and its subsidiaries are currently members of the 
U S WEST Consolidated Group (as defined herein);

     WHEREAS, pursuant to the Separation Agreement entered into between U S 
WEST and New U S WEST dated _________ (the "Separation Agreement"), (a) U S 
WEST shall effect a restructuring of certain of its assets, liabilities and 
businesses, as a result of which New U S WEST shall own the Directories 
Business and the businesses currently attributed to the Communications Group 
(each as defined in the Separation Agreement) (the "Reorganization") and (b) 
U S WEST shall distribute all of the outstanding capital stock of New U S 
WEST to its stockholders (the "Separation");

     WHEREAS, the parties intend that for United States federal income tax 
purposes the Reorganization and the Separation shall qualify as tax-free 
transactions pursuant to Sections 332, 368(a) and 355 of the Code (as defined 
herein);

     WHEREAS, the parties wish to (a) provide for the payment of tax 
liabilities and entitlement to refunds thereof, allocate responsibility for, 
and cooperation in, the filing of tax returns and provide for certain other 
matters relating to taxes and (b) set forth certain covenants and indemnities 
relating to the preservation of the tax-free status of the Reorganization and 
the Separation.

     NOW, THEREFORE, in consideration of the mutual promises and undertakings 
contained herein and in any other document executed in connection with this 
Agreement, the parties agree as follows:

<PAGE>
                                       
                                   ARTICLE I

                   DEFINITIONS; CERTAIN OPERATING CONVENTIONS

     1.1  For the purposes of this Agreement, the following terms shall have 
the meanings set forth below:

     ADJUSTMENTS shall mean any proposed or final change in the Tax Liability 
of a taxpayer.

     CODE shall mean the Internal Revenue Code of 1986, as amended.

     COMBINED RETURN shall mean any combined, unitary, or consolidated State 
Income Tax return that includes one or more members of the MediaOne Group and 
one or more members of the New U S WEST Group (as hereinafter defined).

     COMBINED RETURN TAX SAVINGS shall mean, with respect to a Taxable Year 
in which one or more Combined Returns were filed or required to be filed in 
the Communications Group Region, the excess of the State Income Tax that 
would have been payable to all Tax Authorities in the Communications Group 
Region if the MediaOne Group had not been included in such Combined Returns 
for such Taxable Year over the actual State Income Tax paid to such Tax 
Authorities in respect of such Combined Returns.

     COMMUNICATIONS GROUP REGION shall mean the 14-state region comprised of 
the states of Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, 
New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming.

     CONTRIBUTED MEDIA GROUP SUBSIDIARIES shall mean each of U S WEST Media 
Group, Inc. and U S WEST Capital Funding, Inc., and each of their respective 
subsidiaries.

     CONTRIBUTED SUBSIDIARIES shall mean each of U S WEST Foundation, U S 
WEST Educational Foundation, U S WEST Investment Management Company, U S WEST 
SPF, Co., U S WEST Federal Relations, Inc., and U S WEST IP Holdings, Inc., 
and each of their respective subsidiaries.

     FEDERAL INCOME TAX shall mean federal Taxes determined on the basis of 
net income or profits (including, but not limited to, any alternative minimum 
tax, capital gains and any Tax on items of Tax preferences) but excluding 
non-income Taxes such as federal payroll and excise Taxes.
                                       


                                       2

<PAGE>

     INDEMNIFYING PARTY shall mean any Person from which an Indemnified Party 
is seeking indemnification pursuant to the provisions of this Agreement.

     INDEMNIFIED PARTY shall mean any Person which is seeking indemnification 
from an Indemnifying Party pursuant to the provisions of this Agreement.

     IRS shall mean the United States Internal Revenue Service.

     MEDIAONE GROUP shall mean, individually and collectively, as the case 
may be, each member of the U S WEST Consolidated Group, other than any member 
of the New U S WEST Group.

     NEW U S WEST GROUP shall mean, individually and collectively, as the 
case may be, New U S WEST and its present and future direct and indirect 
subsidiaries; provided, however, that on or prior to the Separation Date, 
none of the Contributed Subsidiaries or the Contributed Media Group 
Subsidiaries shall be included as a member of the New U S WEST Group.

     PERSON shall mean and includes any individual, corporation, company, 
association, partnership, joint venture, limited liability company, joint 
stock company, trust, unincorporated organization, or other entity.

     POST-SEPARATION TAXABLE PERIOD shall mean a taxable period that begins 
after the Separation Date.

     PRE-SEPARATION TAXABLE PERIOD shall mean a taxable period that ends on 
or before the Separation Date.

     PRESENT VALUE BENEFIT shall mean the present value (based on a discount 
rate equal to the short-term applicable federal rate as determined under 
Section 1274(d) of the Code at the time of determination, and assuming that 
the Indemnified Party will be liable for Taxes at all relevant times at the 
maximum marginal rates) of any income tax benefit.

     PROCEEDING shall mean any audit or other examination, or any judicial or 
administrative proceeding, relating to liability for or refunds or 
Adjustments with respect to Taxes.

     REFUND shall mean any refund of Taxes, including any reduction in 
liability for such Taxes by means of a credit, offset or otherwise.
                                       


                                       3


<PAGE>

     RULING REQUEST shall mean the request by U S WEST for an advance letter 
ruling from the IRS with respect to certain Tax aspects of the Reorganization 
and the Separation.

     SEPARATE RETURN shall mean any Tax Return, including any consolidated, 
combined or unitary Tax Return, filed by either the New U S WEST Group or the 
MediaOne Group but excluding any Tax Return filed which includes one or more 
members of both groups.

     SEPARATION DATE shall mean the date the Separation is effected.

     STATE INCOME TAX shall mean any state or local jurisdiction Taxes 
imposed on or measured by gross or net income, value added, net worth or 
capital stock.  State Income Taxes do not include business and occupation 
taxes, gross receipts taxes, excise, sales or use taxes, real property gains, 
real or personal property, transfer or similar taxes.

     STRADDLE PERIOD shall mean a taxable period that includes, but does not 
end on, the Separation Date.

     TAX OR TAXES shall mean all taxes, charges, fees, imposts, levies or 
other assessments, including, without limitation, all net income, gross 
receipts, capital, sales, use, gains, ad valorem, value added, transfer, 
franchise, profits, inventory, capital stock, license, withholding, payroll, 
employment, social security, unemployment, excise, severance, stamp, 
occupation, property and estimated taxes, custom duties, fees, assessments 
and charges of any kind whatsoever, together with any interest and any 
penalties, fines, additions to tax or additional amounts imposed by any 
taxing authority (domestic or foreign) and shall include any transferee 
liability in respect of Taxes.

     TAX AUTHORITY shall mean the IRS and any other domestic or foreign 
governmental authority responsible for the administration and collection of 
Taxes.

     TAX LIABILITIES shall mean all liabilities for Taxes.

     TAX RETURNS shall mean all reports, returns, declaration forms and 
statements filed or required to be filed with respect to Taxes.

     TAX-TIMING ADJUSTMENT shall mean any Adjustment in one Taxable Year 
which will result in an offsetting Adjustment or Adjustments (including an 
Adjustment to the basis of an asset not eligible for depreciation or 
amortization) in another Taxable Year.
                                       


                                       4

<PAGE>

     TAXABLE YEAR shall mean the year on the basis of which taxable income is 
computed.

     TREASURY shall mean the United States Department of the Treasury.

     U S WEST CONSOLIDATED GROUP shall mean the affiliated group of 
corporations, within the meaning of Section 1504(a) of the Code, of which U S 
WEST is the common parent, and any member of such group.

     1.2  OTHER DEFINITIONAL PROVISIONS.  (a)  Capitalized terms not 
otherwise defined in this Agreement shall have the meaning ascribed to them 
in the Separation Agreement.

     (b)  The words "hereof", "herein", and "hereunder" and words of similar 
import, when used in this Agreement, shall refer to this Agreement as a whole 
and not to any particular provision of this Agreement.

     (c)  The terms defined in the singular shall have a comparable meaning 
when used in the plural, and vice versa.

     1.3  TERMINATION OF TAXABLE YEARS.  For Federal Income Tax purposes, the 
Taxable Year of each member of the New U S WEST Group (including the 
Contributed Subsidiaries and the Contributed Media Group Subsidiaries) shall 
end as of the close of the Separation Date.  New U S WEST and U S WEST shall, 
unless prohibited by applicable law, take all action necessary or appropriate 
to close the taxable period of each member of the New U S WEST Group for all 
Tax purposes as of the close of the Separation Date.
                                       

                                   ARTICLE II

                             ALLOCATION AND PAYMENT

     2.1  ALLOCATION OF TAXES.  U S WEST and New U S WEST each agrees, on its 
own behalf and on behalf of the MediaOne Group and the New U S WEST Group, 
respectively, to allocate and pay its respective share of Taxes as provided 
in this Agreement.

     (a)  Except as provided in Section 2.1(e), the Federal Income Tax 
liability (including Refunds and deficiencies) of the U S WEST Consolidated 
Group for any Pre-Separation Taxable Period and any Straddle Period shall be 
allocated between the New U S WEST Group and the MediaOne Group in accordance 
with Treasury Regulations Sections
                                       


                                       5

<PAGE>

1.1552-1(a)(3) and 1.1502-33(d)(3).  The fixed percentage under 
Treasury Regulations Section 1.1502-33(d)(3) shall be 100 percent.

     (b)  Except as provided in Section 2.1(e), the State Income Tax 
liability of the New U S WEST Group and the MediaOne Group for any 
Pre-Separation Taxable Period and any Straddle Period in any state included 
in the Communications Group Region in which a Combined Return is or is 
required to be filed shall be allocated between the New U S WEST Group and 
the MediaOne Group in proportion to the state taxable income (positive or 
negative) of each member of each group included in such Combined Return, or, 
where the basis is other than net income, in proportion to each member's 
respective Tax base.  Each group shall appropriately compensate the other 
group for any reduction in State Income Tax liability resulting from the 
other group's having negative state taxable income.

     (c)  Except as provided in Section 2.1(e), the State Income Tax 
liability of the New U S WEST Group and the MediaOne Group for any 
Pre-Separation Taxable Period and any Straddle Period in any state not 
included in the Communications Group Region in which a Combined Return is or 
is required to be filed shall be allocated between the New U S WEST Group and 
the MediaOne Group as follows:

          (i)   For the Taxable Years ended December 31, 1996, December 31, 
   1997 and on the Separation Date, all such State Income Tax liability for 
   each such Taxable Year shall be allocated to the New U S WEST Group to 
   the extent such State Income Tax liability does not exceed the Combined 
   Return Tax Savings actually realized by the New U S WEST Group for each 
   such Taxable Year.  Any excess State Income Tax liability shall be 
   allocated 66.6% to the New U S WEST Group and 33.4% to the MediaOne Group.

          (ii)  For Taxable Years ended on or prior to December 31, 1995, 
   all such State Income Tax liability shall be allocated 66.6% to the 
   New U S WEST Group and 33.4% to the MediaOne Group.

          (iii) Notwithstanding the foregoing, any liability arising solely 
   out of the inclusion of the New U S WEST Group in a Tax Return which was 
   originally filed as a Separate Return by a member of the affiliated group 
   (as defined in Section 1504(a) of the Code) of which Continental 
   Cablevision, Inc. was the common parent corporation for the Taxable Year 
   ended December 31, 1996 shall be allocated 50% to the New U S WEST Group 
   and 50% to the MediaOne Group.
                                       


                                       6

<PAGE>

     (d)  Except as provided in Sections 2.1(c)(iii) and 2.1(e), all Tax 
Liabilities of the New U S WEST Group and the MediaOne Group for any 
Pre-Separation Taxable Period and any Straddle Period arising out of the 
filing of a Separate Return shall be allocated to the member to which such 
Tax Liabilities relate.  

     (e)  Any Tax Liability which is a Shared Liability (as defined in the 
Separation Agreement), shall be allocated in the following manner:  

          (i)  Any Tax Liability of U S WEST arising out of operations 
   conducted directly by it and any Tax Liability of the Contributed 
   Subsidiaries for any Pre-Separation Taxable Period or any Straddle Period 
   shall be allocated 58% to the New U S WEST Group and 42% to the MediaOne 
   Group.

          (ii) Any Tax Liability arising out of Transaction Costs (as defined 
   in the Separation Agreement) shall be allocated as the underlying costs are 
   allocated pursuant to Section 1.1(l) of the Separation Disclosure Schedule.

     2.2  TAX ATTRIBUTES.  Tax attributes for Pre-Separation Taxable Periods 
and any Straddle Period shall be allocated to the New U S WEST Group and the 
MediaOne Group in accordance with the Code and Treasury Regulations (and any 
applicable state, local and foreign laws or regulations).  U S WEST and New U 
S WEST shall jointly determine the amounts of such attributes as of the 
Separation Date and hereby agree to compute all Tax Liabilities for Taxable 
Years ending after the Separation Date consistently with that determination.

     2.3  TAX-TIMING ADJUSTMENTS.  To the extent that any portion of any Tax 
Liability (or Tax benefit) allocated under Section 2.1 relates to a 
Tax-timing Adjustment, that portion of such Tax Liability (or Tax benefit) 
shall be allocated to the entity that will receive the benefit (or detriment) 
of that Tax-timing Adjustment.  For purposes of this Agreement, the fact that 
the period or periods in which offsetting Adjustments will arise is unknown 
or not determinable shall not be taken into account.

     2.4  PENALTIES, ADDITIONS TO TAX AND INTEREST.  Penalties, additions to 
Tax and interest on any Tax deficiencies or overpayments will be allocated as 
the underlying deficiencies or overpayments are allocated under this 
Agreement.

     2.5  PAYMENT OF TAXES.  U S WEST and New U S WEST each agrees to pay or 
cause to be paid their respective shares of Taxes as allocated and provided 
in this Agreement.
                                       


                                       7

<PAGE>

     (a)  For the Taxable Year ended December 31, 1997 and any Straddle 
Period, New U S WEST shall timely pay to U S WEST an amount equal to the 
allocable Federal Income Tax liability of the New U S WEST Group determined 
under Section 2.1(a) and (e), including the New U S WEST Group's share of 
estimated Federal Income Taxes.  U S WEST shall be responsible for the 
payment to the IRS of the Federal Income Tax liability of the U S WEST 
Consolidated Group for such Taxable Years.

     (b)  For the Taxable Year ended December 31, 1997 and any Straddle 
Period, New U S WEST shall timely pay to U S WEST an amount equal to the 
allocable State Income Tax liability of the New U S WEST Group determined 
under Sections 2.1(b), (c) and (e), including the New U S WEST Group's share 
of estimated State Income Taxes.  U S WEST shall be responsible for the 
payment to the applicable Tax Authority of such State Income Tax liabilities. 

     2.6  CHARACTERIZATION OF PAYMENTS.  For all Tax purposes, the New U S 
WEST Group and the MediaOne Group agree to treat (i) any payment required by 
this Agreement as either a contribution by U S WEST to New U S WEST or a 
distribution by New U S WEST to U S WEST, as the case may be, occurring 
immediately prior to the Separation Date and (ii) any payment of interest or 
non-federal Taxes by or to a Tax Authority as taxable or deductible, as the 
case may be, to the party entitled under this Agreement to retain such 
payment or required under this Agreement to make such payment, in either case 
except as otherwise mandated by applicable law.
                                       

                                  ARTICLE III

                                INDEMNIFICATION

     3.1  INDEMNIFICATION BY U S WEST.  U S WEST shall pay, and shall 
indemnify and hold the New U S WEST Group and their respective shareholders, 
directors, officers, employees, affiliates, agents and successors harmless 
from and against, without duplication, (i) all Tax Liabilities allocable to 
the MediaOne Group under Article II, (ii) all Tax Liabilities attributable to 
Tax Returns required to be filed by the MediaOne Group for any 
Post-Separation Taxable Period, (iii) all Tax Liabilities incurred by the New 
U S WEST Group by reason of the breach by U S WEST of any of its covenants 
hereunder, and (iv) any costs and expenses related to the foregoing 
(including, without limitation, reasonable attorneys' fees and expenses).

     3.2  LIABILITY OF MEDIAONE GROUP FOR UNDERTAKING CERTAIN TRANSACTIONS.  
Notwithstanding any other provision of this Agreement to the contrary, if, as 
a result of any 
                                       


                                       8

<PAGE>

event, action, or failure to act wholly or partially within the control of 
the MediaOne Group (including, without limitation, any event, action, or 
failure to act that results in a breach of any representation or in the 
inaccuracy of any statement made to the IRS in connection with, the Ruling 
Request), or any other event related to the acquisition of U S WEST stock, 
any Taxes are imposed on the New U S WEST Group with respect to any action 
taken pursuant to the Separation and the Reorganization, including, without 
limitation, the transactions that were intended to be tax-free under Sections 
332, 355 and 368 of the Code, then U S WEST shall indemnify and hold harmless 
the New U S WEST Group with respect to any such Taxes on an after-tax basis.

     3.3  INDEMNIFICATION BY NEW U S WEST.  New U S WEST shall pay, and shall 
indemnify and hold the MediaOne Group and their respective shareholders, 
directors, officers, employees, affiliates, agents and successors harmless 
from and against, without duplication, (i) all Tax Liabilities allocable to 
the New U S WEST Group under Article II, (ii) all Tax Liabilities 
attributable to Tax Returns required to be filed by the New U S WEST Group 
for any Post-Separation Taxable Period, (iii) all Tax Liabilities incurred by 
the MediaOne Group by reason of the breach by New U S WEST of any of its 
covenants hereunder and (iv) any costs and expenses related to the foregoing 
(including, without limitation, reasonable attorneys' fees and expenses).

     3.4  LIABILITY OF NEW U S WEST GROUP FOR UNDERTAKING CERTAIN 
TRANSACTIONS.  Notwithstanding any other provision of this Agreement to the 
contrary, if, as a result of any event, action, or failure to act wholly or 
partially within the control of the New U S WEST Group (including, without 
limitation, any event, action or failure to act that results in a breach of 
any representation or in the inaccuracy of any statement made to the IRS in 
connection with, the Ruling Request), or any other event related to the 
acquisition of New U S WEST stock, any Taxes are imposed on the MediaOne 
Group with respect to any action taken pursuant to the Separation and the 
Reorganization, including, without limitation, the transactions that were 
intended to be tax-free under Sections 332, 355 and 368 of the Code, then New 
U S WEST shall indemnify and hold harmless the MediaOne Group with respect to 
any such Taxes on an after-tax basis.

     3.5  PAYMENT.  If the Indemnifying Party is required to indemnify the 
Indemnified Party pursuant to this Article III, the Indemnified Party shall 
submit its calculations of the amount required to be paid pursuant to this 
Article IV (which shall be net of the Present Value Benefit realized or 
realizable by the Indemnified Party), showing such calculations in sufficient 
detail so as to permit the Indemnifying Party to understand the calculations. 
 Subject to the following sentence, the Indemnifying Party shall pay to the 
Indemnified Party, no later than ten (10) business days after the 
Indemnifying Party receives 
                                       


                                       9

<PAGE>

the Indemnified Party's calculations, the amount that the Indemnifying Party 
is required to pay the Indemnified Party under this Article III.  If the 
Indemnifying Party disagrees with such calculations, it must notify the 
Indemnified Party of its disagreement in writing within ten (10) business 
days of receiving such calculations.  Any dispute regarding such calculations 
shall be resolved in accordance with Section 6.13 of this Agreement.

     3.6  TIME LIMITS.  Any claim under this Article III with respect to a 
Tax Liability must be made no later than thirty (30) days after the 
expiration of the applicable statute of limitations for assessment of such 
Tax Liability.

                                       
                                   ARTICLE IV

              PREPARATION AND FILING OF TAX RETURNS, COOPERATION
                              AND RECORD RETENTION

     4.1  FEDERAL TAX RETURNS.  New U S WEST and U S WEST hereby agree to 
cooperate fully with each other to meet filing requirements for the U S WEST 
Consolidated Group Tax Returns for any Pre-Separation Taxable Period and any 
Straddle Period.  New U S WEST, as agent for the U S WEST Consolidated Group, 
will be responsible for the filing of such Tax Returns for the Taxable Years 
ended December 31, 1997 and ending December 31, 1998, and, at the request of 
U S WEST, shall use its best efforts to file the Tax Return for the Taxable 
Year ending December 31, 1998 by its original due date.  For purposes of this 
Section 4.1, cooperation includes making available all instructions, 
workpapers, research, data and notes of any kind required for the completion 
of the Tax Return, as well as making available personnel to assist in the 
consolidation effort.  Personnel requirements, including the use of third 
party contractors, will be negotiated and agreed upon between U S WEST and 
New U S WEST.  Interviewing and hiring of third-party contractors will be 
done jointly, and costs of these contractors will be shared equally.  Any 
software license costs specifically related to a separate entity shall be 
borne by that entity.  Where software license costs are not discernible as 
separate entity costs, such software license costs will be shared equally.  
Due dates for information required for the U S WEST Consolidated Group Tax 
Returns will be negotiated between U S WEST and New U S WEST and good faith 
efforts will be made to meet those dates.

     4.2  COMBINED RETURNS.  New U S WEST and U S WEST hereby agree to 
cooperate fully with each other to meet filing requirements for Combined 
Returns for any Pre-Separation Taxable Period and any Straddle Period.  New U 
S WEST, as agent for U S WEST, will be responsible for the filing of the 
Combined Returns for the Taxable Years ended December 31, 1997 and ending 
December 31, 1998 and, at the request of U S WEST, shall 
                                       


                                      10

<PAGE>

use its best efforts to file any Combined Returns for the Taxable Year ending 
December 31, 1998 by their original due date.  For purposes of this Section 
4.2, cooperation includes making available all instructions, workpapers, 
research, data and notes of any kind required for the completion of the 
Combined Return, as well as making available personnel to assist in the 
combination effort.  Personnel requirements, including the use of third party 
contractors, will be negotiated and agreed upon between U S WEST and New U S 
WEST.  Interviewing and hiring of third-party contractors will be done 
jointly, and costs of these contractors will be shared equally.  Any software 
license costs specifically related to a separate entity shall be borne by 
that entity.  Where software license costs are not discernible as separate 
entity costs, such software license costs will be shared equally.  Due dates 
for information required for Combined Returns will be negotiated between U S 
WEST and New U S WEST and good faith efforts will be made to meet those dates.

     4.3  SEPARATE RETURNS.  Any Separate Return shall be prepared and caused 
to be filed by the entity required by law to file such Separate Return.  

     4.4  COOPERATION; MAINTENANCE AND RETENTION OF RECORDS.  U S WEST and 
New U S WEST shall, and shall cause the MediaOne Group and the New U S WEST 
Group respectively to, provide the requesting party with such assistance and 
documents as may be reasonably requested by such party in connection with (i) 
the preparation of any Tax Return, (ii) the conduct of any Proceeding, (iii) 
any matter relating to Taxes of any member of the U S WEST Consolidated 
Group, the New U S WEST Group or the MediaOne Group and (iv) any other matter 
that is a subject of this Agreement.  New U S WEST and U S WEST shall retain 
or cause to be retained all Tax Returns, schedules and workpapers, and all 
material records or other documents relating thereto, until the expiration of 
the statute of limitations (including any waivers or extensions thereof) of 
the Taxable Years to which such Tax Returns and other documents relate or 
until the expiration of any additional period that any party reasonably 
requests, in writing, with respect to specific material records or documents. 
 A party intending to destroy any material records or documents shall provide 
the other party with reasonable advance notice and the opportunity to copy or 
take possession of such records and documents.  The parties hereto will 
notify each other in writing of any waivers or extensions of the applicable 
statute of limitations that may affect the period for which the foregoing 
records or other documents must be retained.
                                       


                                      11

<PAGE>

                                   ARTICLE V

                        REFUNDS, AUDITS AND ADJUSTMENTS

     5.1  REFUNDS OF TAXES.  Except as provided in Section 5.2 below, New U S 
WEST shall be entitled to all Refunds relating to Taxes (plus any interest 
thereon received with respect thereto from the applicable Tax Authority) for 
which New U S WEST is or may be liable pursuant to Articles II and III of 
this Agreement, and U S WEST shall be entitled to all Refunds relating to 
Taxes (plus any interest thereon received with respect thereto from the 
applicable Tax Authority) for which U S WEST is or may be liable pursuant to 
the provisions of Articles II and III of this Agreement.  A party receiving a 
Refund to which another party is entitled pursuant to this Agreement shall 
pay the amount to which such other party is entitled (plus any interest 
thereon received with respect thereto from the applicable Tax Authority) 
within ten (10) days after the receipt of the Refund.

     5.2  CARRYBACKS.  (a)  The carryback of any loss, credit or other Tax 
attribute in any Post-Separation Taxable Period shall be in accordance with 
the provisions of the Code and Treasury Regulations (and any applicable 
state, local or foreign laws or regulations).

     (b)  In the event that the New U S WEST Group realizes any loss, credit 
or other Tax attribute in any Post-Separation Taxable Period, such group may 
elect to carry back such loss, credit or Tax attribute to a Pre-Separation 
Taxable Period.  U S WEST shall cooperate with New U S WEST in seeking from 
the appropriate Tax Authority any Refund that reasonably would result from 
such carryback.  New U S WEST shall be entitled to any Refund (or other Tax 
benefit) realized by the MediaOne Group (including any interest thereon 
received from such Tax Authority) attributable to such carryback, within ten 
(10) business days after such Refund (or other Tax benefit) is received; 
PROVIDED, HOWEVER, that U S WEST shall be entitled to any Refund (or other 
Tax benefit) that results from the carryback of a loss, credit or other Tax 
attribute by the MediaOne Group from a Post-Separation Taxable Period to a 
Pre-Separation Taxable Period.

     (c)  Except as otherwise provided by applicable law, if the MediaOne 
Group and the New U S WEST Group both may carry back a loss, credit or other 
Tax attribute to the same Pre-Separation Taxable Period, any Refund (or other 
Tax benefit) resulting therefrom shall be allocated between U S WEST and New 
U S WEST proportionately based on the relative amounts of the Refunds (or 
other Tax benefits) to which the MediaOne Group and the New U S WEST Group, 
respectively, would have been entitled had its carrybacks been the only 
carrybacks to such Taxable Year.

                                      12

<PAGE>

     (d)  To the extent that the amount of a Refund to which a party is 
entitled under this Section 5.2 is reduced by the applicable Tax Authority as 
a result of the offset of such amount against a Tax Liability of the other 
party, as allocated under this Agreement, the party which receives the 
benefit of such offset shall appropriately compensate the other party within 
ten (10) days of receipt of such benefit.

     5.3  FEDERAL AUDITS AND ADJUSTMENTS.

     (a)  NOTIFICATION OF AUDIT.  Each of U S WEST and New U S WEST shall 
give written notice to the other party of any audit of the U S WEST 
Consolidated Group Tax Return for any Pre-Separation Taxable Period or 
Straddle Period within ten (10) business days after receipt of written 
notification of such audit from the IRS.  Such notice shall include a copy of 
the notification received from the IRS.

     (b)  STATUTE OF LIMITATIONS.  Any extension of the statute of 
limitations for any Pre-Separation Taxable Period or Straddle Period shall be 
with the mutual agreement of U S WEST and New U S WEST.  Any dispute 
regarding the extension of the statute of limitations shall be resolved in 
accordance with Section 6.13 of this Agreement.

     (c)  AUDIT ACTIVITY.  Each of U S WEST and New U S WEST will coordinate 
its respective efforts with respect to audits of any Pre-Separation Taxable 
Period and any Straddle Period and will furnish the other with all necessary 
workpapers and records to respond to audit inquiries.  New U S WEST will be 
responsible as agent for the U S WEST Consolidated Group for day-to-day 
contact with IRS agents assigned to such audits.  U S WEST will be 
responsible for responding to audit inquiries regarding issues primarily 
affecting Tax Liabilities of the MediaOne Group, but will act through New U S 
WEST, rather than directly contacting the IRS with respect to such matters.

     (d)  NOTIFICATION.  New U S WEST will provide timely reports to U S WEST 
detailing significant activities, information requests, issues raised or 
resolved, and any other relevant information, such reports to be no less 
frequent than quarterly.

     (e)  PROPOSED ADJUSTMENTS.  New U S WEST shall notify U S WEST of any 
Adjustment to the U S WEST Consolidated Group Tax Returns within ten (10) 
business days after receipt of notification of such Adjustment from the IRS.  
New U S WEST shall include in its notice to U S WEST a copy of the 
notification received from the IRS.

          (i)  AGREED ISSUES.  New U S WEST will not enter into any agreement 
with the IRS as agent for the U S WEST Consolidated Group with respect to any 

                                      13

<PAGE>

Adjustment without the written consent of U S WEST, in those cases where the 
MediaOne Group would be liable for more than 50% of the proposed Tax 
Liability (as allocated under this Agreement) attributable to such 
Adjustment.  For purposes of this paragraph, all determinations shall be made 
separately for each Adjustment.

          (ii)  UNAGREED ISSUES.  In the event U S WEST and New U S WEST, as 
the case may be, do not agree to all Adjustments for a Taxable Year, 
decisions regarding the procedures and preferred forum for contesting 
Adjustments on unagreed issues shall be made by whichever of the MediaOne 
Group or the New U S WEST Group is responsible for more than 50% of the 
cumulative Tax Liability attributable to such Adjustments.  The party making 
the decision shall consult in good faith with the other party and shall 
promptly notify the other party of its decision.

          (iii)  CONSENT NOT REQUIRED.  Notwithstanding any other provision 
of this Agreement, if the IRS notifies U S WEST that the IRS will deal 
directly with the MediaOne Group with respect to its Tax Liability, U S WEST 
shall have full authority to act for the MediaOne Group and resolve any issue 
affecting its Tax Liability without the consent of New U S WEST.  U S WEST 
will provide New U S WEST with a timely report summarizing any such audit 
activity, such report to be no less frequent than quarterly.

     (f)  FEDERAL REFUND CLAIMS.  If the New U S WEST Group desires to file a 
claim for Refund with respect to a Taxable Year for which it was a member of 
the U S WEST Consolidated Group, it shall prepare and submit to U S WEST the 
claim for Refund and a statement specifying the date on which the statute of 
limitations for filing the Refund claim will expire.  U S WEST will file the 
Refund claim prior to the date specified as the last day to claim the Refund 
if such a filing is commercially reasonable, and will take any other 
appropriate action at New U S WEST's request necessary to secure the Refund.

     (g)  LITIGATION.  Subject to the balance of this Section 5.3(g), U S 
WEST and New U S WEST jointly shall conduct all Proceedings relating to 
Adjustments of the MediaOne Group and the U S WEST Group as allocated under 
this Agreement.  U S WEST shall have the ability to control the conduct of 
such Proceedings with respect to issues relating to an Adjustment for which 
the MediaOne Group would be liable for more than 50% of the proposed Tax 
Liability (as allocated under this Agreement) attributable to such 
Adjustment.  New U S WEST shall have the ability to control the conduct of 
such Proceedings with respect to issues relating to an Adjustment for which 
the New U S WEST Group would be liable for more than 50% of the proposed Tax 
Liability (as allocated under this Agreement) attributable to such 
Adjustment.  The party with the ability to control the conduct of all or a 
portion of the Proceedings pursuant to this Section 5.3(g) shall consult in 
good faith with the other party, 

                                      14

<PAGE>

which other party shall be entitled to participate in all conferences, 
meetings, and other matters related to the resolution of such Proceedings.

     5.4  AUDITS AND ADJUSTMENTS RELATED TO COMBINED RETURNS.

     (a)  NOTIFICATION OF AUDIT.  Each of U S WEST and New U S WEST shall 
give written notice to the other party of any audit of a Combined Return for 
any Pre-Separation Taxable Period or Straddle Period within ten (10) business 
days after receipt of written notification of such audit from a Tax 
Authority.  Such notice shall include a copy of the notification received 
from the relevant Tax Authority.

     (b)  STATUTE OF LIMITATIONS.  Any extension of the statute of 
limitations for any Pre-Separation Taxable Period or Straddle Period shall be 
with the mutual agreement of U S WEST and New U S WEST.  Any dispute 
regarding the extension of the statute of limitations shall be resolved in 
accordance with Section 6.13 of this Agreement.

     (c)  AUDIT ACTIVITY.  Each of U S WEST and New U S WEST will coordinate 
its respective efforts with respect to audits of Combined Returns of any 
Pre-Separation Taxable Period and any Straddle Period and will furnish the 
other with all necessary workpapers and records to respond to audit 
inquiries.  New U S WEST will be responsible as agent for any Combined Return 
for day-to-day contact with state Tax Authorities regarding such audits.  U S 
WEST will be responsible for responding to audit inquiries regarding issues 
primarily affecting Tax Liabilities of the MediaOne Group, but will act 
through New U S WEST, rather than directly contacting the appropriate Tax 
Authorities with respect to such matters.

     (d)  NOTIFICATION.  With respect to a Combined Return, New U S WEST will 
provide timely reports to U S WEST detailing significant activities, 
information requests, issues raised or resolved, and any other relevant 
information, such reports to be no less frequent than quarterly.

     (e)  PROPOSED ADJUSTMENTS.  New U S WEST shall notify U S WEST of any 
Adjustment to a Combined Return within ten (10) business days after receipt 
of notification of such Adjustment from the applicable state Tax Authority.  
New U S WEST shall include in its notice to U S WEST a copy of the 
notification received from such Tax Authority.

          (i)  AGREED ISSUES.  New U S WEST will not enter into any agreement 
with a state Tax Authority as agent for U S WEST with respect to any 
Adjustment in connection with a Combined Return without the written consent 
of U S WEST in such cases 

                                      15

<PAGE>

where the MediaOne Group would be liable for more than 50% of the proposed 
Tax Liability (as allocated under this Agreement) at issue.  For purposes of 
this paragraph, all determinations shall be made separately for each 
Adjustment.

          (ii)  UNAGREED ISSUES.  In the event U S WEST and New U S WEST, as 
the case may be, do not agree to all Adjustments with respect to a Combined 
Return for a Taxable Year, decisions regarding the procedures and preferred 
forum for contesting Adjustments on unagreed issues shall be made by 
whichever of the MediaOne Group or the New U S WEST Group is responsible for 
more than 50% of the cumulative Tax Liability attributable to such 
Adjustments.  The party making the decision shall consult in good faith with 
the other party and shall promptly notify the other party of its decision.

     (f)  STATE REFUND CLAIMS.  If the New U S WEST Group desires to file a 
claim for Refund with respect to a Taxable Year for which it filed a Combined 
Return, it shall prepare and submit to U S WEST the claim for Refund and a 
statement specifying the date on which the statute of limitations for filing 
the Refund claim will expire.  U S WEST will file the Refund claim prior to 
the date specified if such filing is commercially reasonable and will take 
any other appropriate action at New U S WEST's request necessary to secure 
the Refund.

     (g)  STATE TAX LITIGATION.  Subject to the balance of this Section 
5.4(g), U S WEST and New U S WEST jointly shall conduct all Proceedings 
relating to Adjustments of the MediaOne Group and the New U S WEST Group 
allocated under this Agreement in connection with a Combined Return.  U S 
WEST shall have the ability to control the conduct of such Proceedings with 
respect to issues relating to an Adjustment for which the MediaOne Group 
would be liable for more than 50% of the proposed Tax Liability (as allocated 
under this Agreement) attributable to such Adjustment.  New U S WEST shall 
have the ability to control the conduct of such Proceedings with respect to 
issues relating to an Adjustment for which the New U S WEST Group would be 
liable for more than 50% of the proposed Tax Liability (as allocated under 
this Agreement) attributable to such Adjustment.  The party with the ability 
to control the conduct of all or a portion of the Proceedings pursuant to 
this Section 5.4(g) shall consult in good faith with the other party, which 
other party shall be entitled to participate in all conferences, meetings, 
and other matters related to the resolution of such Proceedings.

     5.5  SEPARATE RETURN MATTERS.  The New U S WEST Group and the MediaOne 
Group will be responsible for and manage their respective Separate Return 
Proceedings.

     5.6  PAYMENT OF COSTS.  All costs incurred, whether external or internal 
(such as in-house tax and legal department salaries and other personnel), 
with respect to a Proceeding 


                                      16

<PAGE>

shall be borne by the party with respect to which the costs relate.  All 
other costs relating to Tax Returns or Proceedings not otherwise provided for 
in this Agreement shall be allocated 50% to the New U S WEST Group and 50% to 
the MediaOne Group.
                                       

                                  ARTICLE VI

                                 MISCELLANEOUS

     6.1  COVENANTS RELATING TO RULING REQUEST.

     (a)  U S WEST AND THE MEDIAONE GROUP.  (i) U S WEST shall comply and 
shall cause the MediaOne Group to comply with and otherwise not take any 
action inconsistent with each representation and statement made to the IRS in 
connection with the Ruling Request and (ii) until two (2) years after the 
Separation Date, U S WEST will remain engaged in the active conduct of a 
trade or business, as defined in Section 355(b) of the Code.

     (b)  NEW U S WEST AND THE NEW U S WEST GROUP.  (i) New U S WEST shall 
comply and shall cause the New U S WEST Group to comply with and otherwise 
not take any action inconsistent with each representation and statement made 
to the IRS in connection with the Ruling Request and (ii) until two (2) years 
after the Separation Date, New U S WEST will remain engaged in the active 
conduct of a trade or business, as defined in Section 355(b) of the Code.

     6.2  TERMINATION OF PRIOR TAX SHARING AGREEMENTS.  This Agreement shall 
take effect on the Separation Date and shall replace all other agreements, 
whether or not written, in respect of any Taxes between or among the MediaOne 
Group on the one hand and the New U S WEST Group on the other.  All such 
replaced agreements shall be canceled as of the Separation Date to the extent 
they relate to the New U S WEST Group, and any rights or obligations of the 
MediaOne Group or the New U S WEST Group existing thereunder thereby shall be 
fully and finally settled without any payment by any party thereto.

     6.3  MERGER OR CONSOLIDATION.  Neither New U S WEST nor U S WEST (in 
either case, the "Transaction Party") shall (i) consolidate with or merge 
into any Person or permit any Person to consolidate with or merge into the 
Transaction Party (other than a merger or consolidation in which the 
Transaction Party is the surviving or continuing corporation) or (ii) sell, 
assign, transfer, lease or otherwise dispose of, in one transaction or a 
series of related transactions, all or substantially all of the assets of the 
Transaction Party, unless the resulting, surviving or transferee Person shall 
expressly assume, by instrument in 
                                       



                                       17

<PAGE>

form and substance reasonably satisfactory to the other party, all of the 
obligations of the Transaction Party under this Agreement.

     6.4  SUBSIDIARIES.  Each of the parties hereto shall cause to be 
performed, and hereby guarantees the performance of, all actions, agreements 
and obligations set forth herein to be performed by any Subsidiary of such 
party or by any entity that is contemplated to be a Subsidiary (as defined in 
the Separation Agreement) of such party on or after the Separation Date.

     6.5  GOVERNING LAW.  This Agreement shall be governed by, and construed 
in accordance with, the laws of Colorado, without reference to choice of law 
principles, including matters of construction, validity and performance.

     6.6  AMENDMENT.  This Agreement may be amended, modified or supplemented 
only by a written Agreement signed by all of the parties hereto.

     6.7  NOTICES.  Notices, requests, permissions, waivers, referrals and 
all other communications hereunder shall be in writing and shall be deemed to 
have been duly given if signed by the respective persons giving them (in the 
case of any corporation, the signature shall be by an officer thereof) and 
delivered by hand or by telecopy or on the date of receipt indicated on the 
return receipt if mailed (registered or certified, return receipt requested, 
properly addressed and postage prepaid):

     If to U S WEST, to:

          U S WEST, Inc.
          (to be renamed "MEDIAONE
          GROUP, INC.")
          188 Inverness Drive West
          Englewood, Colorado  80112
          Attention: Director of Taxes
          Telephone: 303-
          Telecopy:  303-
                                       




                                      18

<PAGE>

     If to New U S WEST, to:

          USW-C, Inc.
          (to be renamed "U S WEST, INC.")
          6300 South Syracuse Way
          Suite 700 North
          Englewood, Colorado  80111
          Attention: Director of Taxes
          Telephone: 303-850-3900
          Telecopy:  303-850-3959


Such names and addresses may be changed by notice given in accordance with 
this Section 6.7.

     6.8   ENTIRE AGREEMENT.  This Agreement contains the entire 
understanding of the parties hereto with respect to the subject matter 
contained herein, and supersedes and cancels all prior agreements, 
negotiations, correspondence, undertakings and communications of the parties, 
oral or written, respecting such subject matter.

     6.9   HEADINGS; REFERENCES.  The article, section and paragraph headings 
contained in this Agreement are for reference purposes only and shall not 
affect in any way the meaning or interpretation of this Agreement.  All 
references herein to "Articles" or "Sections" shall be deemed to be 
references to Articles or Sections hereof unless otherwise indicated.

     6.10  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts and each counterpart shall be deemed to be an original, but all 
of which shall constitute one and the same original.

     6.11  PARTIES IN INTEREST; ASSIGNMENT; SUCCESSOR.  Neither this 
Agreement nor any of the rights, interest or obligations hereunder shall be 
assigned by any of the parties hereto without the prior written consent of 
the other parties.  Subject to the preceding sentence, this Agreement shall 
inure to the benefit of and be binding upon U S WEST and New U S WEST and 
their respective successors and permitted assigns.  Nothing in this 
Agreement, express or implied, is intended to confer upon any other Person 
any rights or remedies under or by reason of this Agreement.

     6.12  CONFIDENTIALITY.  Each of New U S WEST and U S WEST shall hold, 
and each of the New U S WEST Group and the MediaOne Group shall use its 
reasonable best 
                                      


                                      19

<PAGE>

efforts to hold, in strict confidence all information concerning the other 
party obtained by it prior to the Separation Date or furnished to it by such 
other party pursuant to this Agreement pursuant to and in accordance with the 
terms of Section 10.5 of the Separation Agreement.

     6.13  ARBITRATION.  Resolution of any and all disputes arising from or 
in connection with this Agreement, whether based on contract, tort, statute 
or otherwise, including, but not limited to, disputes over arbitrability and 
disputes in connection with claims by third parties shall be exclusively 
governed by and settled in accordance with the provisions of Section 12.2 of 
the Separation Agreement, provided, however, that nothing contained in 
Section 12.2 of the Separation Agreement shall preclude either party from 
seeking or obtaining injunctive relief or equitable or other judicial relief 
to enforce such Section 12.2, or, pending resolution of Disputes (as defined 
in the Separation Agreement) under such Section, to preserve the status quo 
or to enforce an arbitral award rendered pursuant to such Section.

     6.14  SEVERABILITY; ENFORCEMENT.  The invalidity of any portion hereof 
shall not affect the validity, force or effect of the remaining portions 
hereof.  If it is ever held that any restriction hereunder is too broad to 
permit enforcement of such restriction to its fullest extent, each party 
agrees that a court of competent jurisdiction may enforce such restriction to 
the maximum extent permitted by law, and each party hereby consents and 
agrees that such scope may be judicially modified accordingly in any 
proceeding brought to enforce such restriction.

     6.16  EFFECTIVE DATE.  This Agreement shall become effective only upon 
the occurrence of the Separation.

     IN WITNESS WHEREOF, each of the Parties has caused this Tax Sharing 
Agreement to be executed on its behalf by its officers thereunto duly 
authorized, all as of the day and year first written above.

                                       U S WEST, Inc.


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       USW-C, Inc.





                                       20

<PAGE>

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:










                                      21