<PAGE>






                                   MEDIAONE GROUP
                             NONQUALIFIED PENSION PLAN

<PAGE>


                                 TABLE OF CONTENTS

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

ARTICLE I      DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

     1.1  "Administrator". . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.2  "Beneficiary". . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.3  "Board" or "Board of Directors". . . . . . . . . . . . . . . . . . . . .  3
     1.4  "Commencement Date". . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.5  "Company". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.6  "Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.7  "Installments" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.8  "Nonqualified Percentage". . . . . . . . . . . . . . . . . . . . . . . .  3
     1.9  "Nonqualified Plan" or "Plan". . . . . . . . . . . . . . . . . . . . . .  3
     1.10  "Nonqualified Plan Hypothetical Benefit". . . . . . . . . . . . . . . .  3
     1.11  "Participant" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.12  "Pension Plan". . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.13  "Pension Plan Hypothetical Benefit" . . . . . . . . . . . . . . . . . .  4
     1.14  "Pension Percentage". . . . . . . . . . . . . . . . . . . . . . . . . .  4
     1.15  "Plan". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     1.16  "Plan Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     1.17  "Short Term Incentive Award". . . . . . . . . . . . . . . . . . . . . .  4
     1.18  "Wages" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

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

     2.1  Eligibility to Participate . . . . . . . . . . . . . . . . . . . . . . .  4
     2.2  Entitlement to Benefits. . . . . . . . . . . . . . . . . . . . . . . . .  5

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

     3.1  Commencement Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     3.2  Lump Sum Distributions and Installments. . . . . . . . . . . . . . . . .  5
     3.3  Election of Form of Benefit. . . . . . . . . . . . . . . . . . . . . . .  6
     3.4  Small Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.5  Default Elections. . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     3.6  Suspension of Benefit Payments . . . . . . . . . . . . . . . . . . . . .  8

ARTICLE IV     AMOUNT OF BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . .  8

     4.1  Calculation in First Year. . . . . . . . . . . . . . . . . . . . . . . .  8
     4.2  Calculation in Subsequent Years. . . . . . . . . . . . . . . . . . . . .  9
     4.3  Survivor Annuity.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

                                       i
<PAGE>

     4.4  Actuarial Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     4.5  Example. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     4.6  Certain Increases in Pension Plan Benefits . . . . . . . . . . . . . . . 11

ARTICLE V      SPECIAL RULES APPLICABLE TO
              LUMP SUM DISTRIBUTIONS AND INSTALLMENTS. . . . . . . . . . . . . . . 11

     5.1  Entire Pension Plan Benefit Paid in a Lump Sum . . . . . . . . . . . . . 11
     5.2  Nonqualified Plan Benefit Paid in a Lump Sum . . . . . . . . . . . . . . 11
     5.3  Deferral of Lump Sum Distribution. . . . . . . . . . . . . . . . . . . . 13
     5.4  Special Rules for Participants Who
          Elect a Partial Lump Sum Option
          Under the Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.5  No Partial Lump Sum Option Under
          the Nonqualified Plan. . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.6  Example. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.7  Special Rules for Participants
          Electing Installments. . . . . . . . . . . . . . . . . . . . . . . . . . 15
     5.8  Inconsistent Provisions. . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VI     PRE-RETIREMENT DEATH BENEFITS . . . . . . . . . . . . . . . . . . . 16

     6.1  Death of Participant Prior to
          Annuity Starting Date Under the Pension Plan . . . . . . . . . . . . . . 16
     6.2  Death of Participant after Annuity
          Starting Date under the Pension Plan
          but Prior to Commencement Date
          under the Nonqualified Plan. . . . . . . . . . . . . . . . . . . . . . . 16
     6.3  No Election of Beneficiary or Form of Payment. . . . . . . . . . . . . . 17

ARTICLE VII    ANCILLARY DEATH BENEFITS. . . . . . . . . . . . . . . . . . . . . . 17

     7.1  Eligibility for Death Benefits . . . . . . . . . . . . . . . . . . . . . 17
     7.2  Amount of Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . 17
     7.3  Method of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     7.4  Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VIII        Disability Benefits. . . . . . . . . . . . . . . . . . . . . . 19

     8.1  Eligibility for Disability Benefit . . . . . . . . . . . . . . . . . . . 19
     8.2  Amount of Disability Benefit . . . . . . . . . . . . . . . . . . . . . . 19
     8.3  Method of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE IX     ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 20

     9.1  Administrator Responsibility . . . . . . . . . . . . . . . . . . . . . . 20
     9.2  Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

                                       ii
<PAGE>

     9.3  Review of Administrator Decisions. . . . . . . . . . . . . . . . . . . . 20
     9.4  Delegation of Responsibilities . . . . . . . . . . . . . . . . . . . . . 20
     9.5  Other Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE X GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

     10.1  Rights to Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     10.2  Source of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     10.3  Forfeiture of Benefits. . . . . . . . . . . . . . . . . . . . . . . . . 22
     10.4  Assignment or Alienation. . . . . . . . . . . . . . . . . . . . . . . . 22
     10.5  Determination of Eligibility. . . . . . . . . . . . . . . . . . . . . . 23
     10.6  Payments to Others. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     10.7  No Guarantee of Employment. . . . . . . . . . . . . . . . . . . . . . . 23
     10.8  Nature of Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     10.9  Plan Amendment and Termination. . . . . . . . . . . . . . . . . . . . . 23
     10.10  Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     10.11  Gender and Number. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     10.12  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>


                                       iii
<PAGE>

                                  MEDIAONE GROUP
                            NONQUALIFIED PENSION PLAN

                                     PREAMBLE

I.  Predecessor Plan History.

          U S WEST, Inc., a Delaware corporation ("Old U S WEST"), 
established the U S WEST Senior Management Non-Qualified Pension Plan (the 
"Predecessor Nonqualified Plan") effective January 1, 1984 to restore to 
certain of its executives and to the executives of certain of its 
subsidiaries various pension benefits that cannot be paid from the U S WEST 
Pension Plan (the "Predecessor Pension Plan").  Effective January 1, 1997, 
the Predecessor Nonqualified Plan was amended, restated, and renamed the U S 
WEST Nonqualified Pension Plan.

II.  Corporate History.

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

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

III.  Current Plan.

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

          This Plan document sets forth the terms and conditions of the
Nonqualified Plan, effective as of the Separation Time (except as otherwise
noted), and reflects the transfer of liabilities of all Media Participants to
this Nonqualified Plan from the 

                                       1
<PAGE>

Predecessor Nonqualified Plan.  No benefits will be paid under this 
Nonqualified Plan to Communications Participants after the Separation Time 
unless (1) in accordance with the Employee Matters Agreement, a Terminated 
Communications Employee is reclassified as a Terminated Media Employee (as 
such terms are defined in the Employee Matters Agreement) or (2) a 
Communications Participant becomes an Employee and Participant hereunder 
after the Separation Time.

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

                                   ARTICLE I

                                  DEFINITIONS

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

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

     1.2   "Beneficiary" means, as the context warrants, (i) the contingent 
annuitant designated by a Participant with respect to a pension benefit 
hereunder, (ii) the beneficiary set forth in Article VI with respect to a 
pre-retirement death benefit payable in Article VI, (iii) the person or 
persons designated to receive any unpaid Installments after the Participant's 
death, and/or (iv) the beneficiary set forth in Section 7.3 with respect to 
the ancillary benefits payable under Article VII.

     1.3   "Board" or "Board of Directors" shall mean the Board of Directors 
of the Company.

     1.4   "Commencement Date" is defined in Section 3.1.

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

     1.6   "Compensation" shall mean compensation as defined in Section 1.10 
of the Pension Plan without regard to sub-sections (d) and (e) thereof (the 
provisions 

                                       2
<PAGE>


implementing Section 401(a)(17) of the Code), plus the following:

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

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

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

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

     1.8   "Nonqualified Percentage"  is defined in Section 4.1(b).

     1.9   "Nonqualified Plan" or "Plan" shall mean this MediaOne Group 
Nonqualified Pension Plan, as amended.

     1.10  "Nonqualified Plan Hypothetical Benefit" is defined in Section 
4.1(c).

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

     1.12  "Pension Plan" shall mean the MediaOne Group Pension Plan as it 
exists after the Separation Time, and as amended from time to time.  
References to any article or section of the Pension Plan include reference to 
any comparable or succeeding provisions that amend, supplement or replace 
such article or section.  Prior to the Separation Time, "Pension Plan" meant 
the U S WEST Pension Plan maintained by Old U S WEST.  After the Separation 
Time, the term "Pension Plan" shall also mean the U S WEST Pension Plan or 
its successor to the extent such plan or successor provides benefits to 
Participants in this Plan which are attributable to periods prior to the 
Separation Time.

     1.13   "Pension Plan Hypothetical Benefit" is defined in Section 4.1(a).

     1.14  "Pension Percentage" is defined in Section 4.1(b).

                                       3
<PAGE>

     1.15  "Plan" shall mean this MediaOne Group Nonqualified Pension Plan, 
as amended.

     1.16  "Plan Year" shall mean the fiscal year of the Plan, which shall be 
the calendar year.

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

     1.18  "Wages" shall mean wages as defined under Section 7.9 of the 
Pension Plan as of February 28, 1993, calculated without regard to Code 
Section 401(a)(17), plus the Short Term Incentive Award most recently paid 
prior to February 28, 1993.

                                   ARTICLE II

                                  ELIGIBILITY


     2.1   ELIGIBILITY TO PARTICIPATE.  Each Media Participant who is a 
participant in the Predecessor Nonqualified Plan immediately prior to the  
Separation Time, shall become a Participant hereunder at the Separation Time. 
Subject to Part III of the Preamble, each other participant in the Pension 
Plan (a) whose Compensation for a Plan Year exceeds the limit on includible 
compensation for benefit accrual purposes under Code Section 401(a)(17), or 
(b) who is a participant in the Company's Deferred Compensation Plan, or (c) 
who is eligible for a Short Term Incentive Award with respect to a Plan Year, 
shall be eligible to participate in this Nonqualified Plan.  Such an eligible 
individual's participation in the Nonqualified Plan shall commence on the 
90th day after the date he receives the information concerning participation 
in the Nonqualified Plan.  If the information is given by hand delivery, the 
Participant shall receive the information on the date it is delivered.  If 
the information is given by mail, it shall be deemed received by the 
Participant on the third day after deposit in the United States first class 
mail, postage prepaid, addressed to the Participant at the most current 
address in the Company's records.  Such individual shall continue to 
participate in this Nonqualified Plan until such Participant ceases to 
satisfy at least one of the eligibility requirements specified in this 
Section 2.1.

     2.2   ENTITLEMENT TO BENEFITS.  Notwithstanding the foregoing, a person 
who is eligible to participate pursuant to subsection (a) of Section 2.1 
shall not be entitled to any 

                                       4
<PAGE>

benefits from this Plan unless such person's benefits under the Pension Plan 
would be greater if the limit on includible compensation under Section 
401(a)(17) of the Code did not apply or Compensation under the Nonqualified 
Plan were substituted for compensation under the Pension Plan.  For purposes 
of the preceding sentence, the determination of whether the benefit under the 
Pension Plan would be greater shall be made by assuming that Code Section 415 
did not apply.  If a person's benefits under the Pension Plan are reduced 
solely by virtue of Code Section 415, no benefits shall be payable from this 
Plan although the individual may be entitled to a benefit from the excess 
plan set forth in Section 5C.2 of the Pension Plan.  If a Participant is 
entitled to a benefit under this Nonqualified Plan, no benefits shall be 
payable from the excess plan set forth in Section 5C.2 of the Pension Plan.

                                   ARTICLE III

                               PAYMENT OF BENEFITS


     3.1   COMMENCEMENT DATE.  Payment of a Nonqualified Plan benefit shall 
commence as of such time (the "Commencement Date") as elected (or deemed 
elected) by the Participant; provided, however, except as provided in 
Sections 3.2, 3.4, 3.5 and 10.10, the Commencement Date may not be earlier 
than the Annuity Starting Date elected under the Pension Plan or, except as 
provided by the next sentence, later than the fifth anniversary of his 
Eligible Separation. Except as provided in Sections 3.2, 3.4, 3.5 and 10.10, 
if the Annuity Starting Date under the Pension Plan is later than the fifth 
anniversary of the Participant's Eligible Separation, then the Commencement 
Date shall be the same day as the Annuity Starting Date.  For purposes of 
this Section 3.1, if the Participant elects a partial lump sum under the 
Pension Plan, the Annuity Starting Date under the Pension Plan shall be the 
date as of which the annuity under the Pension Plan commences.

     3.2   LUMP SUM DISTRIBUTIONS AND INSTALLMENTS.

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

                                       5
<PAGE>

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

     3.3   ELECTION OF FORM OF BENEFIT.  (a) If a Participant becomes 
eligible for participation in this Nonqualified Plan, he shall, within 90 
days after he receives information regarding participation in the 
Nonqualified Plan and prior to the date he commences participation in the 
Nonqualified Plan, elect the form in which benefit payments shall be made.  A 
Participant may elect to change the form of benefit at any time after the 
fifth anniversary of the previous election (excluding elections made under 
the Predecessor Nonqualified Plan before May 1997).  However, any such 
election shall be void unless the Participant remains an Employee at least 
six months after the date the election is filed with the Administrator.  If a 
Participant ceases to participate in the Plan and subsequently recommences 
participation, any prior election (or deemed election) shall remain valid 
unless a new election is made.

           (b)  A Participant may elect payment of the Nonqualified Plan 
benefit in any form of benefit available to that Participant under the 
Pension Plan (excluding the partial lump sum option) or Installments.

           (c)  The Participant shall have full power and authority to make 
elections with respect to the form of payment of benefits under this Plan 
without obtaining the consent of such Participant's spouse, including the 
waiver of payment in the form of a joint and survivor annuity.  All such 
elections shall be made on a form provided by the Administrator in accordance 
with procedures established by the Administrator.

           (d)  Notwithstanding the foregoing, a Participant's affirmative 
election of a lump sum benefit or Installments under this Nonqualified Plan 
shall not be valid unless the Participant acknowledges that he will not be 
entitled to any cost-of-living adjustments provided under Code Section 415 
under the Pension Plan after his Eligible Separation.

           (e)  Any election in effect under the Predecessor Nonqualified 
Plan at the Separation Time shall remain in effect under this Plan until 
changed by the Participant in accordance with the rules set forth above.

                                       6
<PAGE>

     3.4   SMALL BENEFITS.  Notwithstanding any election or deemed election 
pursuant to Sections 3.3 or 3.5 or any other provision of this Plan, if the 
Participant's benefit under this Nonqualified Plan (excluding any benefits 
payable under Article VII of this Nonqualified Plan), expressed as a lump sum 
in accordance with Article V, is $10,000 or less, the Nonqualified Plan 
benefit (excluding any benefits payable under Article VII of this 
Nonqualified Plan) shall be payable only in the form of a lump sum 
approximately sixty (60) days after the Participant's Eligible Separation.  
For purposes of the preceding sentence, if the Participant's Annuity Starting 
Date under the Pension Plan is more than sixty (60) days after his Eligible 
Separation, the Participant's benefits under this Nonqualified Plan shall be 
calculated as if the Participant elected a single life annuity under the 
Pension Plan (if the Participant is not married on the First Starting Date) 
or as a 50% joint and survivor annuity under the Pension Plan (if the 
Participant is married on the First Starting Date), in each case commencing 
at age 65 or the First Starting Date, whichever produces the lower 
Nonqualified Percentage, based on the Code Section 415 limits in effect on 
the date of Eligible Separation.

     3.5   DEFAULT ELECTIONS.      (a)  This subsection (a) applies to all 
Participants other than those described in sub-section (b) below.  If a 
Participant fails to elect a Commencement Date and either (i) fails to elect 
a form of Nonqualified Plan benefit or (ii) elects a lump sum, the 
Nonqualified Plan benefit shall be paid in the form of a lump sum 
approximately 60 days after the Eligible Separation.  If a Participant fails 
to elect a Commencement Date and elects Installments, the Nonqualified Plan 
benefit shall be paid in the form of Installments commencing approximately 60 
days after the Eligible Separation. If a Participant elects an annuity form 
of benefits under the Nonqualified Plan, but fails to elect a Commencement 
Date, the Commencement Date shall be the Annuity Starting Date under the 
Pension Plan.  If the Participant elects a Commencement Date, but fails to 
elect a form of Nonqualified Plan benefit, it shall be paid in a lump sum on 
that date set forth in Section 3.2 coinciding with or immediately preceding 
the elected Commencement Date.

           (b)  This subsection (b) applies to Media Participants hired by 
Old U S WEST or one of its subsidiaries before May 1997 who do not make any 
benefit elections after April 1997.  If a Participant fails to elect a form 
of Nonqualified Plan benefit, benefits shall be paid as a single life annuity 
(if the Participant is not married on the Commencement Date) or as a 50% 
joint and survivor annuity (if the Participant is married on the Commencement 
Date).  If a Participant elected a lump sum or Installments under the 
Predecessor Nonqualified Plan before May, 1997, but fails to elect a 
Commencement Date, the distribution shall be paid or commence to be paid 
approximately 60 days after the Eligible Separation.  If a Participant fails 
to elect a Commencement Date, and (i) the Participant elected an annuity 
under the Predecessor Nonqualified Plan prior to May 1997 or (ii) the 
Participant did not elect a form of benefits, the Participant shall be deemed 
to have elected a Commencement Date that is his Annuity Starting Date under 
the Pension Plan.

     3.6   SUSPENSION OF BENEFIT PAYMENTS.  Reemployment with a Participating 
Company commencing on or after January 1, 1997 as a Management Employee shall 
not result in suspension of benefits.  Reemployment with any Participating 
Company prior to 

                                       7
<PAGE>

1997 subsequent to Termination with any type of benefits described heretofore 
shall result in the suspension of the benefit for the period of such 
employment or reemployment.

                                    ARTICLE IV

                                AMOUNT OF BENEFIT


     4.1   CALCULATION IN FIRST YEAR.  Subject to Articles III and V, the 
amount of a Participant's benefit payable under this Nonqualified Plan in the 
Plan Year in which the Commencement Date occurs shall be calculated in the 
following manner:

           (a)  The Participant's hypothetical benefit that would be payable 
under the Pension Plan for that year shall be calculated (i) by using the 
form of benefit and Annuity Starting Date elected by the Participant under 
the Pension Plan, (ii) by taking into account any cost-of-living adjustments 
provided under the Pension Plan, and (iii) by assuming Code Sections 
401(a)(17) and 415 (and the Pension Plan provisions implementing such Code 
sections) did not apply and Compensation under the Nonqualified Plan were 
substituted for compensation under the Pension Plan.  This hypothetical 
amount will be referred to as the Pension Plan Hypothetical Benefit.

           (b)  The ratio of (i) the actual Pension Plan benefit payable for 
that year using the form of benefit and Annuity Starting Date elected by the 
Participant under the Pension Plan and taking into account any cost-of-living 
adjustments provided under the Pension Plan or under Code Section 415, if 
applicable, to (ii) the Pension Plan Hypothetical Benefit, shall be 
calculated and expressed as a percentage (or fraction).  This amount shall be 
referred to as the Pension Percentage for the year.  The Nonqualified 
Percentage for that year shall equal 100 percent (or one) minus the Pension 
Percentage for the year.

           (c)  The Participant's hypothetical benefit that would be payable 
under the Pension Plan for that year shall be calculated (i) by using the 
form of benefit and Commencement Date elected by the Participant under the 
Nonqualified Plan, (ii) by taking into account any cost-of-living adjustments 
provided under the Pension Plan and (iii) by assuming if Code Sections 
401(a)(17) and 415 (and the Pension Plan provisions implementing such Code 
sections) did not apply and Compensation under the Nonqualified Plan were 
substituted for compensation under the Pension Plan.  This amount will be 
referred to as the Nonqualified Plan Hypothetical Benefit.

           (d)  Except as provided in Section 5.7, the annual amount of the
Nonqualified Plan benefit payable for the Plan Year in which the Commencement
Date occurs equals the Nonqualified Plan Hypothetical Benefit multiplied by the
Nonqualified Percentage.  Unless the Participant elects a lump sum benefit or
Installments, one-twelfth of such amount shall be paid each month in arrears
(with a pro rata adjustment for the first payment if the Commencement Date is
not the first day of a month), provided that 

                                       8
<PAGE>

no payment shall be made for months (or parts of a month) prior to the 
Commencement Date.

           (e)  In the event the Participant elects the same form of benefit 
under both the Pension Plan and Nonqualified Plan (other than a lump sum) and 
also elects that benefits under the two plans commence on the same date, the 
foregoing calculations will result in a benefit payable from this 
Nonqualified Plan equal to the excess of the amount set forth in Section 
4.1(a) over the amount described in Section 4.1(b)(i).

           (f)  As set forth in Section 3.3, if the sole reason that the 
Pension Plan Hypothetical Benefit exceeds the amount set forth in Section 
4.1(b)(i) is due to the application of Code Section 415, no benefits shall be 
payable from this Nonqualified Plan.

     4.2   CALCULATION IN SUBSEQUENT YEARS. The calculations described in 
Section 3.1 shall be performed again in each subsequent Plan Year in which a 
Nonqualified Plan benefit (other than a benefit in the form of Installments) 
is payable in accordance with the form of Nonqualified Plan benefit elected. 
Subject to Section 4.3, if the Pension Plan benefit ceases to be paid prior 
to the Nonqualified Plan benefit, the Nonqualified Percentage shall be fixed 
in the last Plan Year the Pension Plan pension benefit or survivor annuity is 
paid.

     4.3   SURVIVOR ANNUITY.  If the form of benefits elected by the 
Participant under this Nonqualified Plan provides for a survivor annuity 
(including a 10-year certain and life benefit, but excluding Installments) 
after his death and, if applicable, the contingent beneficiary outlives the 
Participant, the calculations described in this Article IV shall be performed 
again, beginning in the first month a benefit is payable to the beneficiary 
and recalculated in each subsequent Plan Year in which a Nonqualified Plan 
survivor annuity is payable in accordance with the form of Nonqualified Plan 
benefit elected.  For this purpose, however, the respective survivor 
annuities shall be used rather than the pension benefits.  If the Pension 
Plan benefit ceases to be paid prior to Nonqualified Plan benefit (or if 
there is no Pension Plan survivor annuity), the Nonqualified Percentage shall 
be fixed in the last Plan Year the Pension Plan pension benefit or survivor 
annuity is paid.

     4.4   ACTUARIAL FACTORS.  Except as set forth in Article V, the Pension 
Plan Hypothetical Benefit and the Nonqualified Plan Hypothetical Benefit 
shall be calculated using the actuarial factors set forth in the Pension Plan 
appropriate for the form of benefit and benefit commencement dates elected 
for the Pension Plan benefit and Nonqualified Plan benefit respectively, 
without regard to any adjustments under Code Section 415.

     4.5   EXAMPLE.  This Section 4.5 illustrates how the amount of 
Nonqualified Plan benefits is calculated for a Plan Year.  For this purpose, 
assume the Participant incurs an Eligible Separation on his 62nd birthday and 
that his Defined Lump Sum and DLS Normal Pension under the Pension Plan (in 
each case calculated as if Code Sections 401(a)(17) and 415 did not apply and 
Compensation under the Nonqualified Plan were substituted for compensation 
under the Pension Plan) are $2.2 million and $200,000/year, respectively.  
The Participant's DLS benefits are in all cases greater than the benefits 

                                       9
<PAGE>


under the grandfather formula in Pension Plan Article V-B (or Article V-A of 
the Pension Plan, if applicable).  At the time the Participant is 62, assume 
the DLS Normal Pension payable at age 65 under the Pension Plan is limited to 
$150,000/year due to Code Section 415.  Assume that the Section 415 limit 
increases to $160,000/year by the time the Participant attains age 65.

           (a) (i)  First, assume the Participant's Annuity Starting Date and 
Commencement Date occur upon attainment of age 65.  The Participant elects a 
single life annuity under the Pension Plan and a Qualified Joint and 100% 
Survivor Annuity under the Nonqualified Plan.  In this case, the Nonqualified 
Percentage is 20% [1 - ($160,000 DIVIDED BY $200,000)].  The Participant's 
Nonqualified Plan Hypothetical Benefit is $200,000 multiplied by 84% (to 
reflect payment in the form of a Qualified Joint and 100% Survivor Annuity), 
or $168,000.  The amount payable from the Nonqualified Plan for the year the 
Participant attains age 65 is 20% of $168,000, or $33,600.

               (ii)  Assume that the next year the amount payable from the 
Pension Plan increases to $165,000 due to the cost of living increases in 
Code Section 415(d).  Accordingly, this year, the Nonqualified Percentage is 
17.5% [1 - ($165,000 DIVIDED BY $200,000)]. Thus, the amount payable from the 
Nonqualified Plan this year is 17.5% of $168,000, or $29,400.

           (b)  Assume instead that the Participant elected Pension Plan 
benefits in the form of a Qualified Joint and 100% Survivor Annuity at age 
65. In this case, the Pension Plan Hypothetical Benefit is $168,000 
[84% times $200,000].  The Pension Plan benefit remains $160,000/year since 
the survivor spousal annuity is ignored under Code Section 415.  Accordingly, 
the Nonqualified Percentage is 8/168.  If the Participant elected a Qualified 
Joint and 100% Survivor Annuity under the Nonqualified Plan, he would receive 
an $8,000/year benefit [$168,000 times 8/168].  If he elected a life annuity 
under the Nonqualified Plan, the benefit would equal $200,000 times 8/168, or 
$9,523.81.

           (c) (i)  Now assume the Participant commences Pension Plan 
benefits at age 62 in the form of a single life annuity.  In this case, the 
Pension Plan Hypothetical Benefit is $144,000 [$200,000 times 72% (the Pension 
Plan's early retirement factor].  In contrast, under Code Section 415, the 
early retirement factor is 80% at 62; thus, the actual benefit payable under 
the Pension Plan is $120,000.  Accordingly, the Nonqualified Percentage is 1/6 
[1 minus (120/144)]. If the Participant elected a 10 Year Certain Life Annuity 
under the Nonqualified Plan at age 62, the Nonqualified Plan Hypothetical 
Benefit is $144,000 multiplied by 96% (to reflect payment in the form of a 10 
Year Certain Life Annuity), or $138,240.  The amount payable from the 
Nonqualified Plan for the year the Participant attains age 62 is $138,240 
multiplied by 1/6, or $23,040.

               (ii)  Because the Section 415 limit increases to $160,000 by 
the time the Participant attains age 65, the amount payable from the Pension 
Plan increases to $128,000 [160,000 times .8].  Accordingly, this year the 
Nonqualified Percentage is 1/9 [1 - ($128,000 DIVIDED BY $144,000)]. Thus, 
the amount payable from the Nonqualified Plan this year is 1/9 of $138,240, 
or $15,360.

                                       10
<PAGE>

           (d)  Assume the Participant in Section 4.5(c) commenced the 
Pension Plan benefits at age 62, but started the Nonqualified Plan benefit at 
age 65. As described in Section 4.5(c)(ii), the Nonqualified Percentage 
equals 1/9 [1 minus (128/144)].  If the Participant elected a 10 Year Certain 
Life Annuity under the Nonqualified Plan, the Nonqualified Plan Hypothetical 
Benefit is $200,000 multiplied by 96% (to reflect payment in the form of a 10 
Year Certain Life Annuity), or $192,000.  The amount payable from the 
Nonqualified Plan for the year is $192,000 multiplied by 1/9, or $21,333.33.  
No adjustment is made to reflect the fact that the Nonqualified Percentage is 
lower at age 65 when the Nonqualified Plan benefit commences than it would 
have been in earlier years when the Pension Plan benefit commenced.

     4.6   CERTAIN INCREASES IN PENSION PLAN BENEFITS.  Notwithstanding any 
other provision of this Nonqualified Plan, any increase in Pension Plan 
benefits which may occur upon termination of the Pension Plan as a result of 
the operation of Section 11.5(b) of the Pension Plan shall be disregarded in 
determining each Participant's Nonqualified Plan Hypothetical Benefit and 
Pension Plan Hypothetical Benefit (and Hypothetical Death Benefit) under this 
Nonqualified Plan.

                                     ARTICLE V

                           SPECIAL RULES APPLICABLE TO
                     LUMP SUM DISTRIBUTIONS AND INSTALLMENTS


     5.1   ENTIRE PENSION PLAN BENEFIT PAID IN A LUMP SUM.  Notwithstanding 
Article IV, if a Participant receives his entire Pension Plan benefit in the 
form of a lump sum, the Nonqualified Percentage shall be calculated as of the 
First Starting Date and shall never change.

     5.2   NONQUALIFIED PLAN BENEFIT PAID IN A LUMP SUM.  Notwithstanding 
Article IV, the following rules shall apply if a Participant elects to 
receive his Nonqualified Plan benefit in the form of an immediate lump sum.  
First, the Nonqualified Percentage shall be calculated in accordance with 
Section 4.1(a) and (b), except that it shall be calculated as of the First 
Starting Date and shall never change.  For purposes of the preceding 
sentence, if the Participant's Annuity Starting Date under the Pension Plan 
is more than sixty (60) days after his Commencement Date, the Participant's 
benefits under this Nonqualified Plan shall be calculated as if the 
Participant elected a single life annuity under the Pension Plan (if the 
Participant is not married on the First Starting Date) or as a 50% joint and 
survivor annuity under the Pension Plan (if the Participant is married on the 
First Starting Date), in each case commencing at age 65 or the First Starting 
Date, whichever produces the lower Nonqualified Percentage, based on the Code 
Section 415 limits in effect on the date of Eligible Separation.  Second, 
notwithstanding Sections 4.1(c) and (d), the benefit under this Nonqualified 
Plan shall be equal to the Nonqualified Percentage multiplied by a lump sum 
Nonqualified Plan Hypothetical Benefit, which is defined as set forth below. 
The lump sum Nonqualified Plan Hypothetical Benefit shall be 

                                       11
<PAGE>

computed as of the date of the Participant's Eligible Separation and shall 
equal the greater of the following amounts:

           (a)  If the Participant has a pension under (i) Article V-A of the 
Pension Plan and he is not SPE or (ii) Article V-B of the Pension Plan that 
is not a service pension, a hypothetical Normal Retirement Pension under 
Article V-A or V-B as applicable of the Pension Plan payable at age 65 shall 
be calculated by assuming Code Sections 401(a)(17) and 415 (and the Plan 
provisions implementing such Code sections) did not apply and Compensation 
under the Nonqualified Plan were substituted for compensation under the 
Pension Plan.  If the Participant has a pension under (i) Article V-A of the 
Pension Plan and he is SPE or (ii) Article V-B of the Pension Plan and is 
eligible for a service pension in accordance with Section 5B.1 of the Pension 
Plan, a hypothetical immediate annuity commencing on the First Starting Date 
shall be calculated under that Section by assuming that Code Sections 
401(a)(17) and 415 (and the Plan provisions implementing such Code sections) 
did not apply and Compensation under the Nonqualified Plan were substituted 
for compensation under the Pension Plan.  For purposes of calculating the 
lump sum Nonqualified Plan Hypothetical Benefit, the foregoing hypothetical 
Normal Retirement Pension or immediate annuity, as applicable, under Article 
V-A or V-B, as applicable, of the Pension Plan shall be converted into a lump 
sum based on the following factors:

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

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

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

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

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

           (b)  A hypothetical Defined Lump Sum under Article V-D or Article 
V-E, as applicable, of the Pension Plan shall be calculated by assuming Code 
Sections 401(a)(17) and 415 (and the Plan provisions implementing such Code 
sections) did not apply and Compensation under the Nonqualified Plan were 
substituted for compensation under the Pension Plan.  For purposes of 
calculating the lump sum Nonqualified Plan Hypothetical Benefit, the 
resulting hypothetical Defined Lump Sum under Article V-D or 

                                       12
<PAGE>

Article V-E, as applicable of the Pension Plan shall be multiplied by 1.35.

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

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

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

     5.4   SPECIAL RULES FOR PARTICIPANTS WHO ELECT A PARTIAL LUMP SUM OPTION 
UNDER THE PENSION PLAN.  This Section 5.4 applies to an X Participant who 
elects a partial lump sum option under the Pension Plan.

           (a)  Unless the Participant elects a lump sum under the 
Nonqualified Plan, the Commencement Date may not be prior to the date the 
annuity under the Pension Plan commences.

           (b)  The Pension Percentage shall equal the sum of two 
percentages. The first shall equal the actual lump sum paid by the Pension 
Plan divided by the Pension Plan Hypothetical Benefit, calculated as if the 
ENTIRE benefit were paid as a lump sum in the year the Pension Plan lump sum 
is paid.  This amount shall not change in subsequent years.  The second 
percentage shall equal the actual annual annuity paid by the Pension Plan 
divided by the Pension Plan Hypothetical Benefit for that year, calculated as 
if the ENTIRE benefit were paid in the same form of annuity elected under the 
Pension Plan.  This amount may change in subsequent years.  (If the 
Participant elected a lump sum under this Plan, the second percentage shall 
be calculated at the Eligible Separation in accordance with Section 5.2 and 
shall never change.)  The Nonqualified Percentage for each year shall equal 
100 percent (or one) minus the Pension Percentage for the year as calculated 
above.

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

     5.6   EXAMPLE.  This Section 5.6 illustrates how the lump sum 
calculations apply.  The basic assumptions are set forth in Section 4.5.

                                       13
<PAGE>

           (a)  Assume the Participant commences Pension Plan benefits in the 
form of a single life annuity at age 62 and a lump sum under the Nonqualified 
Plan at age 62.  First, as set forth in Section 4.5(c)(i), the Nonqualified 
Percentage is 1/6.  Second, the hypothetical $2.2 million lump sum amount 
that would be paid under the Pension Plan (if Code Sections 401(a)(17) and 
415 were disregarded) is multiplied by 1.35 to provide a Nonqualified Plan 
Hypothetical Benefit of $2.97 million.  Finally, the Nonqualified Plan lump 
sum benefit is 1/6 of $2.97 million, or $495,000.

           (b)  Now assume the Participant is single, defers his Pension Plan 
benefits and elects a lump sum under the Nonqualified Plan at age 65.  First, 
as set forth in Section 5.2, because the Participant defers his Pension Plan 
benefits, the Nonqualified Percentage is the lesser of the Nonqualified 
Percentage which would result if the Participant is deemed to have elected a 
life annuity at age 65 under the Pension Plan or the Nonqualified Percentage 
which would result if the Participant is deemed to have elected a life 
annuity at the First Starting Date (age 62 in this example) under the Pension 
Plan, regardless of the Participant's actual elections, and is based on the 
current Code Section 415 limits.  Thus, the Nonqualified Percentage is the 
lesser of:

               (i)  25% [1 minus (150/200)] based on the assumption that the 
Participant commences Pension Plan benefits in the form of a single life 
annuity at age 65; or

               (ii)  1/6 [1 minus (120/144)] based on the assumption that the 
Participant commences Pension Plan benefits in the form of a single life 
annuity at age 62.

Since, under Section 5.2, the lower percentage is used as the Nonqualified 
Percentage, the Nonqualified Percentage would be 1/6.  This Nonqualified 
Percentage is then applied to the Nonqualified Plan Hypothetical Benefit of 
$2.97 million calculated in Section 5.6(a) which results in a Nonqualified 
Plan lump sum benefit at age 62 of $495,000.  This amount would then be 
increased with interest to age 65 pursuant to Section 5.3.  Note that the 
amount would be different if the Participant were married at age 62 since the 
Nonqualified Percentage would be calculated by assuming the Participant 
elected a 50% joint and survivor annuity under the Pension Plan.

           (c)  Now assume the Participant elected a lump sum under the 
Pension Plan at age 62 upon Eligible Separation and a lump sum under the 
Nonqualified Plan.  Assume that due to Section 415, the Defined Lump Sum 
payable from the Pension Plan is limited to $1.5 million.  Accordingly, the 
Nonqualified Percentage is 7/22 [1 minus 1,500,000/2,200,000)].  If the 
Nonqualified Plan lump sum is also paid at age 62, it equals $2.97 million 
(as determined in Section 5.6(a)) times 7/22, or $945,000.  If the 
Nonqualified Plan lump sum is paid at age 65, the amount of $945,000 is 
increased with interest from age 62 to age 65 in accordance with Section 5.3.

           (d)  Now assume the Participant is single, elects a partial lump 
sum of $750,000 under the Pension Plan at age 62 and defers the balance of 
his pension under the Pension Plan.  He also elects a lump sum under the 
Nonqualified Plan at age 65.  

                                       14
<PAGE>

Two Pension Percentages are calculated, one for each form of benefit.  The 
lump sum percentage is 7.5/22.  The annuity percentage is calculated pursuant 
to Section 5.2 and equals 5/12 [the greater of 4.5/12 (75,000/200,000, which 
is the percentage assuming payment is at age 65) or 5/12 (60,000/144,000, 
which is the percentage assuming payment is at age 62)].  The Nonqualified 
Percentage equals 1 minus 7.5/22 minus 5/12. The Nonqualified Plan benefit is 
the Nonqualified Percentage times $2.97 million, or $720,000 payable at age 
62.  This amount is increased with interest to age 65 pursuant to Section 5.3.

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

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

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

           (c)  The account balance shall then be: (i) debited on the date of 
each annual Installment by the amount of such Installment; and (ii) credited 
with interest at the rates set forth in Section 5.3(b) (taking into account 
the rate change as of January 1) from the date of such annual Installment to 
the date of the next Installment.

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

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

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

     5.8   INCONSISTENT PROVISIONS.  The provisions of this Article V shall 
take precedence over any obviously inconsistent provisions in Article III or 
Article IV (other than Sections 4.1(f) or 4.6).

                                       15
<PAGE>

                                    ARTICLE VI

                          PRE-RETIREMENT DEATH BENEFITS

     This Article VI describes the pre-retirement death benefits payable if 
the Participant dies prior to the Commencement Date.  For purposes of this 
Article VI, the death benefits set forth in Article VII of the Pension Plan 
and in Article VII of this Plan shall be ignored.  If a Participant dies 
after the Commencement Date, but before his Annuity Starting Date under the 
Pension Plan, no benefit is payable under this Article VI.

     6.1   DEATH OF PARTICIPANT PRIOR TO ANNUITY STARTING DATE UNDER THE 
PENSION PLAN. This Section 6.1 applies if (i) a Participant dies while 
employed by the Company or a Subsidiary or (ii) a Participant dies after his 
Eligible Separation but prior to both his Commencement Date under this Plan 
and his Annuity Starting Date under the Pension Plan.  The Participant's 
pre-retirement death benefits shall be paid in the same form and at the same 
time as the pre-retirement death benefits under the Pension Plan; in 
addition, his Beneficiary under the Nonqualified Plan shall be the same as 
his beneficiary under the Pension Plan. The amount of the pre-retirement 
death benefit from the Nonqualified Plan shall equal the excess, if any, of 
the Hypothetical Death Benefit (as defined below) over the amount of 
pre-retirement death benefits which are payable under the Pension Plan.  The 
Hypothetical Death Benefit shall equal the amount of pre-retirement death 
benefit that would be payable from the Pension Plan (based on the form and 
commencement date elected) if Code Sections 401(a)(17) and 415 (and the Plan 
provisions implementing such Code Sections) did not apply, and Compensation 
under the Nonqualified Plan were substituted for compensation under the 
Pension Plan.  If a lump sum (rather than an annuity) is payable, such excess 
amount (as opposed to the Hypothetical Death Benefit) shall be calculated by 
(i) converting the excess hypothetical Qualified Preretirement Survivor 
Annuity under Article V-A or V-B of the Pension Plan into a lump sum using 
the factors in Section 5.2(a)(i) and (ii), or (ii) multiplying the excess 
hypothetical Defined Lump Sum by 1.35 as set forth in Section 5.2(b), 
whichever is applicable.

                                       16
<PAGE>

     6.2   DEATH OF PARTICIPANT AFTER ANNUITY STARTING DATE UNDER THE PENSION 
PLAN BUT PRIOR TO COMMENCEMENT DATE UNDER THE NONQUALIFIED PLAN.  This 
Section 6.2 applies if a Participant dies after the Annuity Starting Date 
under the Pension Plan but prior to the Commencement Date under this 
Nonqualified Plan. In that case, the pre-retirement death benefits from the 
Nonqualified Plan shall automatically be paid as an immediate lump sum.  The 
amount of such lump sum shall be calculated under Article V, as if the 
Participant did not die but had instead elected a lump sum benefit from the 
Nonqualified Plan payable on the date of his death.  The pre-retirement lump 
sum death benefit under this Section shall be paid to the beneficiary of the 
survivor annuity under the Pension Plan. If no survivor annuity is payable 
under the Pension Plan (either due to the form of Pension Plan benefit 
elected or the fact that the beneficiary predeceases the Participant), then 
the pre-retirement lump sum death benefit under this Section shall be paid to 
the Participant's estate, or if there is no such estate to the person who 
would receive such benefit under the rules set forth in Section 5D.5(g) of 
the Pension Plan.  After the date of death, no cost of living adjustments 
under Code Section 415 shall be made to the survivor annuity payable under 
the Pension Plan.

     6.3   NO ELECTION OF BENEFICIARY OR FORM OF PAYMENT.  A Participant may 
not elect a Beneficiary or form of pre-retirement death benefit under this 
Nonqualified Plan.  All pre-retirement death benefits shall be paid pursuant 
to Sections 6.1 through 6.3.

                                   ARTICLE VII

                             ANCILLARY DEATH BENEFITS


     7.1   ELIGIBILITY FOR DEATH BENEFITS.  Any Participant who is eligible 
for death benefits under Article VII of the Pension Plan shall be a 
participant in the death benefit provisions of this Article VII, but only 
with respect to the Wages of such Participant on February 28, 1993.  Any 
individual who became a Participant in the Pension Plan on or after March 1, 
1993 shall not be entitled to any death benefits under this Article VII.  
Notwithstanding any provision of the Plan to the contrary, the death benefit 
payable under Article VII of the Pension Plan and Article VII of this 
Nonqualified Plan shall be ignored for purposes of calculating the benefits 
described in Articles III through VI and Article VIII of this Nonqualified 
Plan.

     7.2   AMOUNT OF DEATH BENEFITS.

           (a)  Upon the payment of a death benefit under Article VII of the 
Pension Plan, the Participant shall also receive a death benefit under this 
Nonqualified Plan at the same time.  The amount of this death benefit shall 
equal the excess, if any, of the Hypothetical Death Benefit (as defined 
below) over the amount of death benefits which are payable pursuant to 
Article VII of the Pension Plan.

           (b)  The Hypothetical Death Benefit shall equal the death benefit
that would be payable under Article VII of the Pension Plan if Code Sections
401(a)(17) and 

                                       17
<PAGE>

415 (and the Plan provisions implementing such Code Sections) did not apply, 
and Wages under the Nonqualified Plan were substituted for wages under the 
Pension Plan.  In addition, in the case of a Participant entitled to a death 
benefit pursuant to Section 7.1 of the Pension Plan, the Hypothetical Death 
Benefit shall be calculated without regard to the $50,000 limitation in 
Section 7.1(a) of the Pension Plan and the benefit payable from this 
Nonqualified Plan shall be reduced by any amount payable pursuant to Section 
7.1(c) of the Pension Plan by a Participating Company or pursuant to any 
insurance policy described therein.

           (c)  This subsection (c) applies only if a death benefit is 
payable pursuant to Section 7.3(c) of the Pension Plan and the Participant is 
married on his First Starting Date.  In that case, the lump sum paid to the 
Participant from this Plan under Article VII shall be the greater of the 
amount set forth in Section 7.2(a) and the Special Death Benefit, as 
described below.  First, a Special Hypothetical Death Benefit shall be 
calculated; it shall equal the Hypothetical Death Benefit described in 
Section 7.2(b) except that it shall be calculated based on the assumptions 
set forth in Section 5.2 of the Nonqualified Plan (with the spouse's 
mortality based on the 1983 Group Annuity Mortality Table, weighted 20% for 
males and 80% for females) and using the actual age of the Participant and 
the Participant's spouse instead of the actuarial assumptions set forth in 
the Section 7.3(c) of the Pension Plan and Appendix L of the Pension Plan.  
Second, the ratio of (i) the actual death benefit paid pursuant to Section 
7.3(c) of the Pension Plan (after the application of subsection (e), if 
applicable) to (ii) the Hypothetical Death Benefit calculated pursuant to 
Section 7.2(b), shall be calculated and expressed as a percentage. Finally, 
the Special Death Benefit shall equal the Special Hypothetical Death Benefit 
multiplied by a percentage equal to 1 minus the percentage calculated in the 
preceding sentence.

           (d)  Notwithstanding the foregoing, in the case of a Participant 
whose Eligible Separation occurred before July 1, 1998, who received his 
benefit under the Pension Plan in the form of a lump sum and is receiving his 
benefit under this Nonqualified Plan in a form other than a lump sum, Section 
7.2(a)-(c) shall not apply and the death benefit under this Article VII shall 
be paid at death if the Participant is survived by a beneficiary as defined 
in Article VII of the Pension Plan.  The amount of such benefit shall be 
calculated in the following manner:

               (i) The ratio of (A) the death benefit paid under Article VII 
of the Pension Plan (after the application of sub-section (e) below, if 
applicable), to (B) the Hypothetical Death Benefit, determined in accordance 
with Section 7.2(b), shall be calculated and expressed as a percentage.

               (ii) The death benefit payable under this Nonqualified Plan 
shall equal the Hypothetical Death Benefit, determined under Section 7.2(b) 
(assuming the Pension Plan death benefit was paid at death rather than 
Eligible Separation), multiplied by a percentage equal to 1 minus the 
percentage calculated in paragraph (i) above.

           (e)  For purposes of sub-sections (c) and (d) above, if the Pension
Plan benefit is limited by the application of Code Section 415, it shall be
assumed that the 

                                       18
<PAGE>

retirement benefit portion of the Pension Plan benefit is paid prior to the 
death benefit portion under Article VII of the Pension Plan benefit so that 
the death benefit portion under Article VII is limited first.

     7.3   METHOD OF PAYMENT.  The death benefits payable under Section 7.2 
shall be paid in a lump sum.  Except in the case of a death benefit payable 
to the Participant (i.e., the Participant is entitled to a death benefit 
pursuant to Section 7.3(c) of the Pension Plan), the death benefit hereunder 
shall be payable to the beneficiaries who receive such death benefit (or, if 
Section 7.2(d) applies, would have received such benefit) pursuant to 
Sections 7.4 and 7.5 of the Pension Plan; such payment shall be made within 
180 days after the date that the Participant's death is reported to the 
Administrator.

     7.4   CLAIMS.  All claims for death benefits must be made within one 
year of the death on which the claim is based.  If notice of the existence of 
a spouse, child or other dependent relative of a deceased Participant or 
pensioner is not given to the Administrator within one year after the 
Participant's or pensioner's death, the Administrator shall not be required 
to recognize any claim made by or in behalf of any such person.

                                   ARTICLE VIII

                               DISABILITY BENEFITS


     8.1   ELIGIBILITY FOR DISABILITY BENEFIT.  A Participant who is entitled 
to a disability benefit under Appendix H of the Pension Plan shall also be 
entitled to a disability pension under this Nonqualified Plan.  
Notwithstanding any provision of the Plan to the contrary, the disability 
pension payable under the Pension Plan and under this Nonqualified Plan shall 
be ignored for purposes of calculating the benefits and death benefits 
described in Articles III through VII of this Nonqualified Plan.

     8.2   AMOUNT OF DISABILITY BENEFIT.  The amount of the disability 
payable hereunder shall be the excess of (x) the Hypothetical Disability 
Pension over (y) the sum of (i) actual amount of disability pension payable 
under Appendix H of the Pension Plan, including any amount paid by the 
Company or Participating Company pursuant to Section 3.4 of Appendix H of the 
Pension Plan and (ii) any long term disability benefit paid through a 
Company-provided plan or policy, including insurance or otherwise.  The 
Hypothetical Disability Pension equals the disability pension that would be 
paid under Appendix H of the Pension Plan if Code Sections 401(a)(17) and 415 
(and the Plan provisions implementing such Code sections) did not apply.

     8.3   METHOD OF PAYMENT.  The disability payable hereunder shall be paid 
at the same time and in the same form as the disability pension under 
Appendix H of the Pension Plan is paid. Such disability pension under this 
Nonqualified Plan shall cease at the time the disability pension under 
Appendix H of the Pension Plan ceases.

                                       19
<PAGE>

                                    ARTICLE IX

                                  ADMINISTRATION


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

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

           (b)  The Administrator shall have the full and complete power to 
interpret the terms of this Nonqualified Plan, to determine the eligibility 
of Employees to participate in this Nonqualified Plan and to determine the 
amount of benefits payable to any Participant.  The Administrator shall also 
have full and complete power to determine the benefit payable if the specific 
facts applicable to the Participant or his beneficiary are not addressed in 
this document; such determination shall be made, by the Administrator in its 
sole discretion, on a basis reasonably consistent with the purpose of, and 
principles in, this Plan.  In general, subject to the different actuarial 
assumptions in this Plan and the Pension Plan, the Administrator shall 
calculate benefits under this Plan so that the sum of the aggregate benefits 
from this Plan and the Pension Plan do not exceed the aggregate benefits that 
would be paid under the Pension Plan if Code Sections 401(a)(17) and 415 (and 
the Plan provisions implementing such Code sections) did not apply and 
Compensation under the Nonqualified Plan were substituted for compensation 
under the Pension Plan.

     9.2   CLAIMS PROCEDURE.  The review and appeal procedure for a 
Participant who has a claim under the Nonqualified Plan shall be the same 
procedures set forth in Section 13.2 of the Pension Plan; Sections 
13.2(a)-(d) are hereby incorporated by reference (substituting the 
Administrator under this Plan for the Committee under the Pension Plan).

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

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

     9.5   OTHER PROVISIONS.  The expenses of the Administrator shall be 
borne by 

                                       20
<PAGE>

the Company.  The Administrator shall be the agent of the Plan for service of 
legal process.

                                     ARTICLE X

                                 GENERAL PROVISIONS


     10.1  RIGHTS TO BENEFIT,

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

           (b)  In circumstances specified in Section 10.3 below, benefits 
previously awarded may be discontinued in the sole discretion of the 
Participating Company or the Administrator.

           (c)  In addition to the other prerequisites for a benefit set 
forth herein, an individual, or his surviving spouse or beneficiary, as 
applicable, shall only be eligible for a benefit if the individual is a 
Participant at the time of Eligible Separation.

     10.2  SOURCE OF PAYMENTS.  Except as set forth in Sections 10.1(a) or 
10.10(a)(iii), nothing contained in this Nonqualified Plan or any action 
taken pursuant to the provisions of this Nonqualified Plan shall create or be 
construed to create a trust of any kind.  Nothing contained in this 
Nonqualified Plan or any action taken pursuant to the provisions of this 
Nonqualified Plan shall create or be construed to create a fiduciary 
relationship between the Company (or any Participating Company) and any 
Participant, his beneficiary or any other person.  The Nonqualified Plan is 
intended to be "unfunded" for purposes of the Code and ERISA and shall be 
interpreted and administered in a manner consistent with this intention.  To 
the extent that any person acquires a right to receive payments under this 
Nonqualified Plan, such right shall be no greater than the right of any 
unsecured general creditor of the Participating Company that owes the 
payment, as set forth in Section 10.1.

     10.3  FORFEITURE OF BENEFITS.  All benefits for which a Participant 
would be otherwise eligible hereunder may, at the sole discretion of the 
Administrator, be forfeited 

                                       21
<PAGE>

under any of the following circumstances:

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

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

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

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

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

                                       22
<PAGE>

permitted by applicable law, shall be final.

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

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

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

     10.9  PLAN AMENDMENT AND TERMINATION.  The Company, through resolution 
of the Administrator, retains the right to make amendments to the 
Nonqualified Plan in its sole and absolute discretion, except that the 
Administrator may not make any amendment which would affect the level of 
benefits under the Nonqualified Plan.  The Company, through resolution of the 
Human Resources Committee of the Board of Directors, retains the right to 
make amendments to the Nonqualified Plan which would affect the level of 
benefits under the Nonqualified Plan and to terminate the Nonqualified Plan 
in whole or in part in its sole and absolute discretion.  Each Participating 
Company retains the right to withdraw from this Nonqualified Plan, at any 
time, for any reason, with or without notice.  Upon termination of the 
Nonqualified Plan, payments shall be made to Participants and their 
beneficiaries as they become due under the terms of the Nonqualified Plan, 
but no participant shall accrue any additional benefits after the effective 
date of the termination.  In order to determine a Participant's benefit, (i) 
following the effective date of termination of this Nonqualified Plan there 
shall be no increases in any Participant's Nonqualified Plan Hypothetical 
Benefit or Pension Plan Hypothetical Benefit (or Hypothetical Death Benefit) 
and (ii) the Pension Percentage shall equal the percentage (not in excess of 
100 percent) obtained by comparing the actual Pension Plan payment (as set 
forth in Section 4.1(b)(i)), including any accruals earned after the date of 
this Plan's termination, to the Pension Plan Hypothetical Benefit, as 
modified by the preceding clause (i).

     10.10 CHANGE IN CONTROL.

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

                                       23
<PAGE>

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

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

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

           (b)  For purposes of this Section 10.10, the present value of the 
benefits under the Plan shall be determined as follows:

               (i)  In the case of a Participant or Beneficiary receiving 
benefits under this Plan, the present value of the remaining benefits payable 
in the future shall be calculated using the assumptions set forth in Section 
5.2.

               (ii)  In the case of any other Participant, the present value 
shall be that lump sum payment which would be made under this Plan if the 
Participant terminated employment on the date of the Change in Control and 
elected a Commencement Date on the next day.  For purposes of the preceding 
sentence, if the Participant's Annuity Starting Date under the Pension Plan 
is more than sixty (60) days after the date of the Change in Control, the 
Participant's benefits under this Nonqualified Plan shall be calculated as if 
the Participant elected a single life annuity under the Pension Plan (if the 
Participant is not married on the Plan termination date) or a 50% joint and 
survivor annuity under the Pension Plan (if the Participant is married on the 
Plan termination date), in each case commencing at age 65 or the date of the 
Change in Control, whichever produces the lower Nonqualified Percentage, 
based on the Code Section 415 limits in effect on the date of the Change in 
Control.

           (c)  Notwithstanding the foregoing, a Participant in this
Nonqualified Plan 

                                       24
<PAGE>

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

               (i)  (A) if the Participant makes the election described in 
Section 10.10(a)(i), the amount provided under that Section to be paid within 
sixty days following the Change in Control; or (B) if the Participant does 
not make such election and is still not a Vested Participant under the 
Pension Plan at the time of his Eligible Separation, a lump sum to be paid 
within sixty days following his Eligible Separation equal to the amount that 
would be payable under this Nonqualified Plan if the Participant were a 
Vested Participant under the Pension Plan, had an Eligible Separation on the 
date of the Change in Control, and elected payment under this Nonqualified 
Plan in the form of a lump sum (for this purpose, the Pension Percentage 
shall be calculated in accordance with the second sentence of Section 
10.10(b)(ii)), plus interest on such amount at the rate set forth in Section 
5.3(b) from the date which is 60 days after the date of the Change in Control 
to the date of payment; and

               (ii) within sixty days following the end of the Plan Year in 
which his Eligible Separation occurs, an additional lump sum equal to the 
lump sum that would have been payable under the Pension Plan as if he were 
vested and incurred an Eligible Separation as of the date of the Change in 
Control, plus interest on such amount at the rate set forth in Section 5.3(b) 
from the date which is 60 days after the date of the Change in Control to the 
date of payment, provided that no payment shall be made pursuant to this 
clause (ii) if the Participant is a Vested Participant under the Pension Plan 
at the end of the year in which his Eligible Separation occurs.

If the Participant does not make the election described in Section 
10.10(a)(i) and is a Vested Participant under the Pension Plan at the time of 
his Eligible Separation, the benefits otherwise payable under this Plan shall 
be paid; no special rules apply.  This Section 10.10(c) shall not affect the 
determination of the Participant's benefit under the Pension Plan.

           (d)  If benefits under this Plan are paid to a Participant either 
because the Participant makes the election described in Section 10.10(a)(i) 
or because the Participant receives benefits after an Eligible Separation 
pursuant to Section 10.10(c) (the amount of such benefits shall be the "First 
Payment"), and the Participant subsequently becomes entitled to additional 
benefits under this Nonqualified Plan (either because he continues to be 
employed or is later reemployed) (a "Second Payment"), the following rules 
shall apply:

               (i) If the Participant elects to receive the Second Payment in 
the form of an immediate lump sum or Installments, such lump sum benefit (or 
the initial account balance under Section 5.7(a), if Installments are 
elected) shall equal: (A) the amount of the lump sum benefit to which the 
Participant would have been entitled under this Plan had the First Payment 
not been made; reduced by (B) an amount equal to the 

                                       25
<PAGE>

sum of the First Payment and, if applicable, the amount forfeited under 
Section 10.10(a)(i) increased with interest on such sum at the rate set forth 
in Section 5.3(b) credited annually from the date of the First Payment to the 
date of the Second Payment.  If the lump sum or Installments are deferred, 
such net amount shall be increased with interest in accordance with Section 
5.3(b).

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

                         C x (1 - B/A)

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

               (iii) If the Participant received a payment pursuant to 
Section 10.10(c)(ii), then for purposes of the preceding paragraphs (i) and 
(ii), B shall equal the sum of the amount set forth in clause (B) of Section 
10.10(d)(i) plus the lump sum made pursuant to Section 10.10(c)(ii), 
increased with interest at the rate set forth in Section 5.3(b) credited 
annually from the date of such payment to the date of the Second Payment.

           (e)  Notwithstanding the foregoing, no benefits shall be paid 
pursuant to this Section 10.10 unless the Participant acknowledges that he 
will not be entitled to any cost-of-living adjustments provided under Code 
Section 415 under the Pension Plan after the earlier of the Change in Control 
or the Participant's Eligible Separation.

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

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

Dated:  __________, 1998

                                   MEDIAONE GROUP, INC.


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

                                       26