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            [FORM 6 - RESTRICTED STOCK AGREEMENT (EXECUTIVE HRC VERSION)]


                                   MEDIAONE GROUP

                             RESTRICTED STOCK AGREEMENT


     THIS AGREEMENT is entered into between MediaOne Group (the "Company") 
and the Grantee ("Grantee") named in the schedule attached hereto and made a 
part of this Agreement (the "Schedule"), as of the date set forth in the 
Schedule.

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

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

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

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

     3.  RESTRICTED PERIOD.  The Restricted Stock shall become Vested in 
accordance with the schedule set forth in the Schedule (the "Restricted 
Period").  Except as specifically set forth below and elsewhere in this 
Agreement, the Restricted Stock shall not become Vested before the expiration 
of the Restricted Period, regardless of the circumstances under which 
Grantee's employment is terminated.  The Restricted Stock shall remain 
subject to forfeiture during the Restricted Period.

          (i)  DEATH.  In the event of the death of Grantee, the Restricted 
Stock shall no longer be subject to any restriction and shall be Vested 
immediately.

                                       
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          (ii)  DISABILITY.  Except as otherwise set forth in this Agreement, 
if Grantee's employment with the Company or a Related Entity is terminated 
because of Disability, the Restricted Stock shall no longer be subject to any 
restriction and shall be Vested immediately.

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

          (iv)  OTHER TERMINATION.  If Grantee's employment with the Company 
or a Related Entity is terminated for any reason other than for death, 
Disability, or Retirement, any unvested portion of the Restricted Stock shall 
be forfeited immediately unless (i) such forfeiture is contrary to the terms 
of an Executive Severance Agreement executed by Grantee and an authorized 
officer of the Company, (ii) another provision of this Agreement expressly 
sets forth otherwise or (iii) the Committee, in its sole discretion, 
determines that such Restricted Stock then is Vested or sets alternative 
terms on which such Restricted Stock may become Vested.

          (v)  EXECUTIVE SEVERANCE AGREEMENT.  If Grantee has executed an 
Executive Severance Agreement with the Company and becomes entitled to the 
receipt of "Severance Benefits," as set forth in that Executive Severance 
Agreement, {[CHOICE A -- USE FOR "COMPENSATION TYPE" GRANTS, E.G. 
LTIP-RELATED GRANTS] the Restricted Stock will become Vested immediately 
upon the expiration of sixteen (16) days following Grantee's execution and 
delivery to the Company of the standard "Waiver & Release" of claims and 
compliance with the "Conditions" as set forth in that Executive Severance 
Agreement.]  OR [CHOICE B -- USE FOR "RETENTION TYPE" GRANTS]  any unvested 
portion of the Restricted Stock shall be forfeited immediately unless the 
Committee, in its sole discretion, determines that any such Restricted Stock 
then is Vested or sets alternative terms on which such Restricted Stock may 
become Vested.

            CHANGE OF CONTROL.  For purposes of this Paragraph, "Change of
Control" shall have the identical meaning as set forth in the Change of Control
Agreement, if any, that Grantee has executed with the Company.  To ensure
parallel application, for purposes of this Paragraph only, defined terms
contained in the definition of "Change of Control" set forth in Grantee's Change
of Control Agreement shall have the same meaning here as set forth in that
Change of Control Agreement.  If Grantee has not executed any such Change of
Control 

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Agreement, "Change of Control" shall have the identical meaning as set forth 
in the [Stock, LTIP, etc.] Plan.

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

     5.  PERFORMANCE FOR COMPETITORS.  If at any time following the date of 
this Agreement and before the Restricted Stock is Vested, regardless of 
whether Grantee has Retired, Grantee directly or indirectly receives payment 
for services rendered to, or is otherwise employed by, any person, firm or 
corporation that is in competition with the Company or engaged in providing 
any goods or services that are substantially the same as any goods or 
services provided or under development by the Company, Grantee immediately 
shall forfeit all rights under the Restricted Stock, unless the Committee in 
its sole discretion determines otherwise, or unless Grantee is in full 
compliance with the Company's Policy on Service on Outside Boards of 
Directors, as interpreted solely by the Company's Senior Management 
Compliance Committee.  If at any time Grantee renders services to or becomes 
otherwise employed by any person, firm or corporation that is in competition 
with the Company or engaged in providing any goods or services that are 
substantially the same as goods or services provided or under development by 
the Company, Grantee shall have ninety (90) days after the date of such 
employment to exercise any Vested and non-expired Restricted Stock.  Any 
determination under this Paragraph 6, including whether a person, firm or 
corporation is "in competition with" the Company or providing "substantially 
the same" goods or services as the Company provides or is developing, will be 
subject to the sole discretion of the Committee.

     6.  NON- SOLICITATION OF EMPLOYEES ("NO RAID"). Grantee agrees that he 
or she will not for a period of one (1) year immediately following the 
termination of his or her employment with the Company for any reason, either 
on Grantee's own account or in conjunction with or on behalf of any other 
person or entity whatsoever, directly or indirectly induce, solicit, or 
entice away any person who, at any time during the three (3) months 
immediately preceding Grantee's termination of employment, is a managerial 
level employee of the Company (including, but not limited to, any Officer, 
Executive Director or director-level employee, or any equivalent or successor 
term for any such employees).  If Grantee engages in any conduct contrary to 
the provisions of this Paragraph 7, Grantee shall forfeit the Restricted 
Stock to the extent the Restricted Stock has not Vested, unless the Committee 
determines otherwise.  Such forfeiture is in addition to any other remedies 
available under law.

     7.  INTELLECTUAL PROPERTY OWNERSHIP AND PROTECTION.  Grantee agrees that 
any inventions, discoveries, creations (including without limitation 
software, writings, drawings and other 

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

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

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

[USE AS NEEDED, COULD REMOVE DEPENDING ON THE CIRCUMSTANCE I.E., NO STOCK IN THE
OFFER].  If Grantee fails to comply with the provisions of this paragraph____,
Grantee shall forfeit the Restricted Stock to the extent the Restricted Stock
has not vested, unless the Committee determines otherwise.  Such forfeiture is
in addition to any other remedies available to the Company.

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

     11.  ARBITRATION.  Grantee agrees that any claim, controversy or dispute 
that may arise directly or indirectly in connection with Grantee's employment 
or termination of employment with MediaOne, and/or any associated or related 
disputes arising therefrom involving MediaOne and/or any employee(s), 
Director(s), officer(s), or agent(s) of MediaOne, whether arising in 
contract, statute, tort, fraud, misrepresentation, discrimination, common law 
or any other legal theory, including, but not limited to, disputes relating 
to the making, performance or interpretation of this Agreement; and claims or 
other disputes arising under Title VII of the Civil 

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Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age 
Discrimination in Employment Act of 1967, as amended; 42 U.S.C. Section  
1981, Section  1981a, Section  1983, Section  1985, or Section  1988; the 
Family and Medical Leave Act of 1993; the Americans with Disabilities Act of 
1990, as amended; the Rehabilitation Act of 1973, as amended; the Fair Labor 
Standards Act of 1938, as amended; the Employee Retirement Income Security 
Act of 1974, as amended ("ERISA"); the Colorado Anti-Discrimination Act; or 
any other similar federal, state or local law or regulation, whenever 
brought, shall be resolved by arbitration.  If, however, Grantee would 
otherwise be legally required to exhaust administrative remedies to obtain 
legal relief, Grantee can and must exhaust such administrative remedies prior 
to pursuing arbitration.  The only legal claims between Grantee and MediaOne 
that are not included for arbitration within this Agreement are claims for 
workers' compensation or unemployment compensation benefits.  BY SIGNING THIS 
AGREEMENT, GRANTEE VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHT 
GRANTEE MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, 
INCLUDING THE RIGHT TO A JURY TRIAL.  MEDIAONE ALSO HEREBY VOLUNTARILY, 
KNOWINGLY, AND INTELLIGENTLY WAIVES ANY RIGHT IT MIGHT OTHERWISE HAVE TO SEEK 
REMEDIES AGAINST GRANTEE IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO A 
JURY TRIAL. The Federal Arbitration Act, 9 U.S.C. Sections  1-16 ("FAA") 
shall govern the arbitrability of all claims, provided that they are 
enforceable under the FAA, as it may be amended from time to time.  In the 
event the FAA does not govern, the Colorado Uniform Arbitration Act shall 
apply.  Additionally, the substantive law of Colorado, to the extent it is 
consistent with the terms stated in this Agreement for arbitration, shall 
apply to any common law claims. This Agreement for arbitration supersedes any 
prior arbitration agreement between Grantee and MediaOne to the extent they 
are inconsistent.

     A single arbitrator engaged in the practice of law shall conduct the 
arbitration under the applicable rules and procedures of the American 
Arbitration Association ("AAA"), unless otherwise agreed to by the parties.  
Any dispute, that relates directly or indirectly to Grantee's employment with 
MediaOne or to the termination of Grantee's employment will be conducted 
under the AAA National Rules for the Resolution of Employment Disputes, 
effective June 1, 1997.  The arbitrator shall be chosen from a state other 
than Grantee's state of residence and other than Colorado.  Other than as set 
forth herein, the arbitrator shall have no authority to add to, detract from, 
change, amend, or modify existing law.  The arbitrator shall have the 
authority to order such discovery as is necessary for a fair resolution of 
the dispute.  The arbitrator may award punitive damages, as allowed by Title 
VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 
1991; the Age Discrimination in Employment Act of 1967, as amended; and the 
Americans with Disabilities Act of 1990, as amended, regardless of any 
limitations imposed by federal, state, or local laws regarding amounts that 
may be awarded in arbitration proceedings. All arbitration proceedings, 
including without limitation, settlements under this Agreement, will be 
confidential.  Grantee shall not be required to pay more than One Hundred 
Fifty Dollars ($150.00) of the arbitrator's hourly fees and expenses. The 
prevailing party in any arbitration shall be entitled to receive reasonable 
attorneys' fees as provided by law.  The arbitrator's decision and award 
shall be final and binding, as to all claims that were, or could have been, 
raised in the arbitration, and judgment upon the award rendered by the 
arbitrator may be entered to any court having jurisdiction thereof.  If any 
party hereto files a judicial or administrative action asserting claims 
subject to this arbitration provision, and another party successfully stays 
such action and/or compels arbitration of such claims, the party filing said 

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action shall pay the other party's costs and expenses incurred in seeking 
such stay and/or compelling arbitration, including reasonable attorneys' fees 
not to exceed Two Thousand Five Hundred Dollars ($2,500.00).

     12.  MISCELLANEOUS.

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

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

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

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

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of 
the date set forth in the Schedule.

MediaOne Group                     GRANTEE


By:
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                                   Name

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


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


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


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                             IRREVOCABLE STOCK POWER


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

                                    MEDIAONE GROUP
                                      84-0926774
                             (Tax Identification Number)


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((NOShrs)) shares of Common Stock issued by MediaOne Group (the "Company")
represented by Grant Number ((Grant no)), standing in the name of the
undersigned on the books of the Company.

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



-----------------------------------------   Dated:
((FirstName))((MidName))((LastName))              -------------------------







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


           INTELLECTUAL PROPERTY THAT HAS NOT BEEN PATENTED OR PUBLISHED






1.









2.












3.