<PAGE>

                              EMPLOYEE MATTERS AGREEMENT

                         TRANSFER, ASSUMPTION AND/OR DIVISION
                 OF EMPLOYEE BENEFITS PLANS AND EMPLOYEE ARRANGEMENTS

<PAGE>


                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
<C>  <S>                                                                         <C>
1.   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

2.   GENERAL PRINCIPLES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     (a)  New U S WEST Liabilities . . . . . . . . . . . . . . . . . . . . . . . .  7
     (b)  MediaOne Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     (c)  Shared Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     (d)  Class Action Liabilities . . . . . . . . . . . . . . . . . . . . . . . .  9
     (e)  Appeal Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     (f)  Funded Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     (g)  Control of litigation. . . . . . . . . . . . . . . . . . . . . . . . . . 10
     (h)  Election to Assume Liability . . . . . . . . . . . . . . . . . . . . . . 10

3.   SPONSORSHIP AND ADMINISTRATION OF EMPLOYEE BENEFIT PLANS AND EMPLOYEE
     ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

4.   EMPLOYEE SAVINGS PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

5.   TRANSFER OF U S WEST PENSION PLAN ASSETS AND LIABILITIES. . . . . . . . . . . 17

6.   OTHER TAX-QUALIFIED PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . 25

7.   WELFARE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     (a)  Communications Plans . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     (b)  Media Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     (c)  Joint Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     (d)  Continuing Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . 28
     (e)  Continuance of Elections . . . . . . . . . . . . . . . . . . . . . . . . 28
     (f)  Co-Payments and Maximum Benefits . . . . . . . . . . . . . . . . . . . . 28
     (g)  Pre-existing conditions. . . . . . . . . . . . . . . . . . . . . . . . . 29
     (h)  COBRA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
     (i)  Long-Term Disability . . . . . . . . . . . . . . . . . . . . . . . . . . 30

8.   VEBA's. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

9.   INCENTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     (a)  Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     (b)  Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     (c)  LTIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     (d)  ESTIP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
     (e)  Phantom Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

10.  OTHER BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
     (a)  Top-hat plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
     (b)  Employment contracts . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     (c)  Split-dollar contracts . . . . . . . . . . . . . . . . . . . . . . . . . 41
     (d)  Ex-Pat Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     (e)  Vail Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

                                       i

<PAGE>

     (f)  Leaves of Absence. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     (g)  Non-Employee Director Plans. . . . . . . . . . . . . . . . . . . . . . . 43
     (h)  Non-Employee State Executive Board Plan. . . . . . . . . . . . . . . . . 43

11.  PORTABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

12.  FURTHER AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

13.  COOPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

14.  NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES . . . . . . . . . 46

15.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
     (a)  Payment of 1998 Administrative Costs and Expenses. . . . . . . . . . . . 47
     (b)  Audit Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
          (1)  Information Provided. . . . . . . . . . . . . . . . . . . . . . . . 48
          (2)  Vendor Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . 48
     (c)  Beneficiary Designations . . . . . . . . . . . . . . . . . . . . . . . . 49
     (d)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
     Effect If Separation Does Not Occur . . . . . . . . . . . . . . . . . . . . . 49
     (e)  Provisions of Separation Agreement . . . . . . . . . . . . . . . . . . . 49
</TABLE>

                                      ii

<PAGE>

                              EMPLOYEE MATTERS AGREEMENT

                         TRANSFER, ASSUMPTION AND/OR DIVISION
                 OF EMPLOYEE BENEFITS PLANS AND EMPLOYEE ARRANGEMENTS


1.   DEFINITIONS.

     (a)  All capitalized terms used in this EM Agreement shall have the
          meanings set forth below or, if not set forth below, the meaning
          given in the Separation Agreement.

          "AirTouch Transfers" shall mean Terminated Employees whose employment
          is transferred to AirTouch Communications, Inc. or any of its
          affiliates prior to the Separation Time as a result of the merger
          agreement among Existing U S WEST, certain subsidiaries thereof and
          AirTouch Communications, Inc. and who either: (i) are eligible for
          retiree medical coverage or retiree life insurance as of the date of
          transfer of employment; or (ii) have an account balance in the Media
          Savings Plan/ESOP immediately after the Separation Time.

          "Average Value" shall mean the average Market Value of the
          Communications Stock or Media Stock, as applicable, over the period of
          20 Trading Days ending on the fifth Trading Day prior to the date of
          the Separation Time, rounded to the nearest one-hundred thousandth (or
          if there shall not be a nearest one-hundred thousandth, to the next
          highest one-hundred thousandth).   
          
          "Cable Companies" shall mean MediaOne of Delaware, Inc. (f/k/a
          Continental Cablevision, Inc.), MediaOne, Inc. and/or MediaOne of
          Michigan, Inc. (f/k/a Booth Communications), or their predecessors.

          "COBRA" shall mean the continuation coverage requirements for group
          health plans under Title X of the Consolidated Omnibus Budget
          Reconciliation Act of 1985, as amended, and as codified in Code
          Section 4980B and ERISA Sections 601 through 608.

          "Communications Employees" shall mean all persons who are Employees of
          the New U S WEST Group at the Separation Time, including without
          limitation (1) Employees who worked for Existing U S WEST prior to the
          Separation Time that are designated as Communications Employees by
          Existing U S WEST as of the Separation Time, (2) Employees who, prior
          to the Separation Time, worked for an entity that is a 

                                       1

<PAGE>

          member of the MediaOne Group that are designated as Communications
          Employees as of the Separation Time, and (3) Employees who, prior to
          the Separation Time, worked for Dex that are designated as
          Communications Employees as of the Separation Time.

          "Communications Employee Arrangements" shall mean all Employee
          Arrangements sponsored by members of the New U S WEST Group after the
          Separation Time.

          "Communications Employee Benefit Plans" shall mean all Employee
          Benefit Plans sponsored by members of the New U S WEST Group after the
          Separation Time.

          "Deferred Benefits" shall mean the entitlement of a Terminated
          Employee, based solely on the records of the Existing U S WEST Group
          at the Separation Time, to future benefits under one or more of the
          Deferred Plans.  Except as provided in the definition of Terminated
          Media Employee and Terminated Inc. Employee, a Terminated Employee
          who, according to such records, is not entitled to any benefits under
          the Deferred Plans or who has already received all of such benefits
          prior to the Separation Time does not have any Deferred Benefits. 

          "Deferred Plans" shall mean the U S WEST Employee Savings Plan/ESOP
          (except accounts attributable to AirTouch Transfers); the U S WEST
          Pension Plan (including the disability pensions provided thereunder);
          retiree medical benefits under any medical plan maintained by the
          Existing U S WEST Group (but excluding COBRA); and long-term
          disability benefits under a long-term disability plan maintained by
          the Existing U S WEST Group.  

          "EBC" shall mean the Employee Benefits Committee of Existing U S WEST
          as constituted prior to the Separation Time.

          "EM Agreement" shall mean this Employee Matters Agreement, which is
          Exhibit A to the Separation Agreement.

          "Employee" means a person who is an employee of the Existing U S WEST
          Group at the Separation Time, including an employee who is not
          actively performing services because such employee is on an approved
          leave of absence, short-term disability, illness or other similar
          reasons.  Employee shall include: (i) a person who is a former
          employee of the Existing U S WEST Group; and/or (ii) a person who has
          been transferred to Time Warner Communications pursuant to 

                                      2

<PAGE>

          the agreement of Existing U S WEST and Time Warner Communications;
          and/or (iii) a person who is an employee of Time Warner Communications
          at the Separation Time, including an employee who is not actively
          performing services because such employee is on an approved leave of
          absence, short-term disability, illness or other similar reasons.  In
          addition, an individual who is described in either of the preceding
          sentences (whether he works for the Existing U S WEST Group or Time
          Warner Communications) immediately prior to the Separation Time who
          does not report for work to the New U S WEST Group, MediaOne Group or
          Time Warner Communications (depending upon his applicable assignment)
          immediately after the Separation Time shall be considered an Employee
          (for purposes of this EM Agreement only) unless (1) prior to the
          Separation Time, he notifies the Existing U S WEST Group or Time
          Warner Communications, as applicable, that he is terminating,
          effective on or before the Separation Time or (2) prior to the
          Separation Time, the Existing U S WEST Group or Time Warner
          Communications, as applicable, notifies him that he is terminated,
          effective on or before the Separation Time.  All Employees shall be
          either Communications Employees or Media Employees.  A former employee
          who is on lay-off is a Terminated Employee, not an Employee.  

          "Employment Related Liabilities" shall mean all Liabilities, including
          litigation costs, which relate to an Employee, a Terminated Employee
          or their respective dependents and beneficiaries, in each case
          relating to, arising out of or resulting from employment by the
          Existing U S WEST Group or predecessor prior to the Separation Time,
          including Liabilities under Employee Benefit Plans and Employee
          Arrangements.  Notwithstanding the preceding sentence, the following
          Liabilities are not Employment Related Liabilities: (1) any Liability
          which is specifically addressed in a provision other than Section 2 of
          this EM Agreement, (2) Liabilities arising under or relating to the
          severance agreements between Existing U S WEST and members of the
          Executive Group (which Liabilities are addressed in Schedules 3.4(a)
          and 3.4(b) of the Separation Agreement) and (3) any other Liability
          scheduled in the Separation Agreement. 

          "Executive Group" shall mean Richard D. McMormick, Charles P. Russ
          III, Michael P. Glinsky, Robert W. Gras, and James T. Anderson.

                                      3

<PAGE>

          "Existing U S WEST" shall mean U S WEST, Inc., a Delaware corporation,
          prior to the Separation Time.

          "Existing U S WEST Group" shall mean, prior to the Separation Time,
          Existing U S WEST and all of its Subsidiaries.

          "Media Employees" shall mean all persons who are Employees of the
          MediaOne Group at the Separation Time, including without limitation
          (1) Employees who worked for Existing U S WEST prior to the Separation
          Time that are designated as Media Employees by Existing U S WEST as of
          the Separation Time (including, without limitation, Employees who are
          employed by Time Warner Communications), (2) Employees who, prior to
          the Separation Time, worked for an entity that is a member of the New
          U S WEST Group that are designated as Media Employees as of the
          Separation Time and (3) Employees who, prior to the Separation Time,
          worked for MGI that are designated as Media Employees as of the
          Separation Time.

          "Media Employee Arrangements" shall mean the Employee Arrangements
          sponsored by members of the MediaOne Group after the Separation Time.

          "Media Employee Benefit Plans" shall mean the Employee Benefit Plans
          sponsored by members of the MediaOne Group after the Separation Time.

          "MediaOne" shall mean MediaOne Group, Inc., a Delaware corporation, at
          and after the Separation Time.  MediaOne was known as U S WEST, Inc.
          prior to the Separation Time.

          "MediaOne Employee Benefits Committee" shall mean, effective on and
          after the Separation Time, the committee of MediaOne Group, Inc.
          designated to administer various Media Employee Benefit Plans and
          Media Employee Arrangements.

          "MediaOne Group" shall mean, at and after the Separation Time,
          MediaOne Group, Inc. and all of its Subsidiaries.

          "New U S WEST Employee Benefits Committee" shall mean, effective on
          and after the Separation Time, the committee of New U S WEST
          designated to administer various Communications Employee Benefit Plans
          and Communications Employee Arrangements.

                                       4

<PAGE>

          "Non-Employee Directors" shall mean those members of the Board of
          Directors of the respective corporation who are or were not employees
          of that entity during their term of office.  "Retired Non-Employee
          Directors" shall mean those Non-Employee Directors who have completed
          their term on the respective Board of Directors prior to the
          Separation Time.

          "Non-Employee Director Plans" shall mean the U S WEST, Inc. Deferred
          Compensation Plan for Non-Employee Directors and the U S WEST, Inc.
          Retirement Plan for Non-Employee Directors.

          "Separation Agreement" shall mean the Separation Agreement, dated as
          of __________, 1998, between U S WEST, Inc. and USW-C, Inc.  

          "Terminated Communications Employees" shall mean all persons who are
          Terminated Employees and who are not Terminated Media Employees or
          Terminated Inc. Employees.  Terminated Communications Employees shall
          include (1) all Terminated Employees (other than AirTouch Transfers)
          with Deferred Benefits (unless they were actively employed by one of
          the Cable Companies on their last day of active employment with the
          Existing U S WEST Group); (2) all Terminated Employees who were last
          actively employed before November 1, 1995 (unless they were actively
          employed by one of the Cable Companies on their last day of active
          employment with the Existing U S WEST Group) and are not entitled to
          Deferred Benefits at the Separation Time; and (3) all Terminated
          Employees who were last actively employed (on or after November 1,
          1995 and before the Separation Time) by an entity that is a member of
          the New U S WEST Group (excluding MGI, but including Dex and its
          subsidiaries) after the Separation Time and are not entitled to
          Deferred Benefits at the Separation Time. 

          "Terminated Employee" means a person who formerly was actively
          employed by the Existing U S WEST Group and who is not an Employee. 
          An individual who is employed by the Existing U S WEST Group
          immediately prior to the Separation Time who does not report for work
          to the New U S WEST Group or MediaOne Group (depending upon his
          applicable assignment) immediately after the Separation Time shall be
          considered a Terminated Employee if (1) prior to the Separation Time,
          he notifies Existing U S WEST or its Subsidiaries that he is
          terminating, effective on or before the Separation Time or (2) prior
          to the Separation Time, Existing U S WEST or its Subsidiaries notify
          him that he is terminated, 

                                      5

<PAGE>

          effective on or before the Separation Time. All members of the
          Executive Group shall be Terminated Employees. Each Terminated
          Employee shall be either (a) a Terminated Communications Employee,
          (b) a Terminated Inc. Employee or (c) a Terminated Media Employee,
          provided that, to the extent set forth in this EM Agreement, a
          Terminated Employee may be classified differently for different
          purposes.

          "Terminated Inc. Employees" shall mean all Terminated Employees who
          were last actively employed (on or after November 1, 1995 and before
          the Separation Time) by Existing U S WEST (but not its Subsidiaries)
          and are not entitled to Deferred Benefits at the Separation Time.  If,
          after the Separation Time, it is determined by a final decision of a
          court of competent jurisdiction or an agreement of MediaOne and New U
          S WEST that a Terminated Inc. Employee is entitled to benefits under
          one or more Deferred Plans (other than as a result of future
          employment with the MediaOne Group or New U S WEST Group), such
          Terminated Employee shall be considered to have Deferred Benefits
          solely with respect to those Deferred Plans that owe him additional
          benefits (and shall therefore be a Terminated Communications Employee
          solely with respect to such Deferred Plans, provided that if the
          Deferred Plan is the U S WEST Pension Plan, the individual shall also
          be a Terminated Communications Employee with respect to the U S WEST
          Nonqualified Pension Plan).

          "Terminated Media Employees" shall mean (1) all Terminated Employees
          (whether or not they have Deferred Benefits) who were actively
          employed by one of the Cable Companies on their last day of active
          employment with the Existing U S WEST Group; (2) all Terminated
          Employees who were last actively employed (on or after November 1,
          1995 and before the Separation Time) by an entity that is a member of
          the MediaOne Group after the Separation Time (unless such last
          employer was Existing U S WEST) and are not entitled to Deferred
          Benefits at the Separation Time; (3) all Terminated Employees who were
          last actively employed (on or after November 1, 1995 and before the
          Separation Time) by MGI and are not entitled to Deferred Benefits at
          the Separation Time; and (4) all AirTouch Transfers, regardless of
          their last day of employment.  Notwithstanding the foregoing, if,
          after the Separation Time, it is determined by a final decision of a
          court of competent jurisdiction or an agreement of MediaOne and New U
          S WEST that a Terminated Media Employee described in clause (2) or (3)
          above is entitled to benefits under one or more 

                                      6

<PAGE>

          Deferred Plans (other than as a result of future employment with 
          the MediaOne Group or New U S WEST Group), such Terminated Employee 
          shall be considered to have Deferred Benefits solely with respect 
          to those Deferred Plans that owe him additional benefits (and shall 
          therefore be a Terminated Communications Employee solely with 
          respect to such Deferred Plans, provided that if the Deferred Plan 
          is the U S WEST Pension Plan, the individual shall also be a 
          Terminated Communications Employee with respect to the U S WEST 
          Nonqualified Pension Plan).

          "Welfare Plan" shall mean an Employee Benefit Plan which is a health
          benefit, life insurance or other employee welfare benefit plan, within
          the meaning of Section 3(1) of ERISA, which is maintained by Existing
          U S WEST, New U S WEST, MediaOne or a Subsidiary of any of them.

     (b)  All determinations under this Section 1 with respect to status as an
          Employee, Terminated Employee, Media Employee, Communications
          Employee, Terminated Media Employee, Terminated Inc. Employee or
          Terminated Communications Employee shall be made as of the Separation
          Time, unless otherwise specifically set forth in this Section 1.

     (c)  Notwithstanding the foregoing definitions, in the event it is unclear
          as to whether a Terminated Employee is a Terminated Communications
          Employee, Terminated Inc. Employee or a Terminated Media Employee, or
          in the event that a Terminated Employee was last actively employed at
          a time the individual was on a temporary transfer from one member of
          the Existing U S WEST Group to another for less than 12 months,
          MediaOne and New U S WEST shall agree on an equitable classification
          of such employee or employees (and the assumption of any liability
          attributable thereto).

2.   GENERAL PRINCIPLES.

     (a)  New U S WEST Liabilities.  Except as otherwise provided in this EM
          Agreement, New U S WEST and its Subsidiaries hereby assume and agree
          to pay, perform, fulfill and discharge:

          (1)  All Employment Related Liabilities (regardless of where such
          Employment Related Liabilities arose or arise or were or are incurred)
          to or relating to Communications Employees and Terminated
          Communications Employees;

                                      7

<PAGE>

          (2)  All Liabilities, including litigation costs, relating to, or
          arising out of or resulting from the performance of services to the
          New U S WEST Business (other than MGI) prior to the Separation Time by
          an independent contractor, leased employee or similar individual or by
          any person who alleges that he was an employee of the New U S WEST
          Business (other than MGI) prior to the Separation Time or the
          dependent or beneficiary of any such independent contractor or alleged
          employee;

          (3)  All Liabilities, including litigation costs, which relate to a
          Communications Employee or his dependents and beneficiaries, in each
          case relating to, arising out of or resulting from employment by the
          New U S WEST Group on or after the Separation Time (including
          Liabilities under Communications Employee Benefit Plans and
          Communications Employee Arrangements); and

          (4)  All Liabilities, including litigation costs, relating to, or
          arising out of or resulting from the performance of services to the
          New U S WEST Group on or after the Separation Time by an independent
          contractor, leased employee or similar individual or by any person who
          alleges that he was an employee of the New U S WEST Group on or after
          the Separation Time or the dependent or beneficiary of any such
          independent contractor or alleged employee.

     (b)  MediaOne Liabilities.  Except as otherwise provided in this EM
          Agreement, MediaOne and its Subsidiaries hereby assume and agree to
          pay, perform, fulfill and discharge: 

          (1)  All Employment Related Liabilities (regardless of where such
          Employment Related Liabilities arose or arise or were or are incurred)
          to or relating to Media Employees and Terminated Media Employees; 

          (2)  All Liabilities, including litigation costs, relating to, or
          arising out of or resulting from the performance of services to the
          MediaOne Business (other than Existing U S WEST) or MGI prior to the
          Separation Time by an independent contractor, leased employee or
          similar individual or by any person who alleges that he was an
          employee of the MediaOne Business (other than Existing U S WEST) or
          MGI prior to the Separation Time or the dependent or beneficiary of
          any such independent contractor or alleged employee; 

                                      8

<PAGE>

          (3)  All Liabilities, including litigation costs, which relate to a
          Media Employee or his dependents and beneficiaries, in each case
          relating to, arising out of or resulting from employment by the
          MediaOne Group on or after the Separation Time (including Liabilities
          under Media Employee Benefit Plans or Media Employee Arrangements);
          and

          (4)  All Liabilities, including litigation costs, relating to, or
          arising out of or resulting from the performance of services to the
          MediaOne Group on or after the Separation Time by an independent
          contractor, leased employee or similar individual or by any person who
          alleges that he was an employee of the MediaOne Group on or after the
          Separation Time or the dependent or beneficiary of any such
          independent contractor or alleged employee. 

     (c)  Shared Liabilities.  New U S WEST and MediaOne hereby agree to share
          equally: 

          (1)  All Employment Related Liabilities (regardless of where such
          Employment Related Liabilities arose or arise or were or are incurred)
          to or relating to Terminated Inc. Employees; and

          (2)  All Liabilities, including litigation costs, relating to, or
          arising out of or resulting from the performance of services to
          Existing U S WEST (but not its Subsidiaries) prior to the Separation
          Time by an independent contractor, leased employee or similar
          individual or by any person who alleges that he was an employee of
          Existing U S WEST prior to the Separation Time or the dependent or
          beneficiary of any such independent contractor or alleged employee.

     (d)  Class Action Liabilities.  For purposes of determining whether the New
          U S WEST Group or Media Group is responsible for Liabilities involving
          or arising out of actions relating to more than one Employee or
          Terminated Employee, the portion of Employment Related Liabilities
          relating to any single Employee or Terminated Employee shall be in
          proportion to the total number of Employees and Terminated Employees
          to which the action relates, whether or not all such Employees or
          Terminated Employees submit claims.

     (e)  Appeal Rights.  If either New U S WEST or MediaOne believes that the
          result arising from the application of the foregoing provisions of
          this Section 2 will result in an inequitable allocation of liability,
          it may refer the matter to the Separation Committee and 

                                      9
<PAGE>

          the procedures set forth in Section 12.2 of the Separation Agreement
          shall apply.  Any such referral must be made in writing within sixty
          days after the referring party becomes aware of the Employment Related
          Liability to which the referral relates.

     (f)  Funded Benefits.  Notwithstanding the foregoing provisions of this
          Section 2, neither the New U S WEST Group nor the MediaOne Group shall
          be liable to the extent that any Liability is payable from a trust or
          insurance contract which funds the benefits under an Employee Benefit
          Plan or Employee Arrangement maintained by the New U S WEST Group or
          MediaOne Group after the Separation Date.

     (g)  Control of litigation.  Except as set forth in sub-section (h) below,
          if any litigation is brought by an Employee or Terminated Employee
          over Liabilities addressed in this EM Agreement, the MediaOne Group
          shall control the litigation if it is responsible for the Liabilities
          and the New U S WEST Group shall control the litigation if it is
          responsible for the Liabilities, irrespective of which party is the
          defendant, provided that if the party (or its Subsidiaries) entitled
          to control the litigation is not sued, it shall not control the
          litigation unless it agrees in writing that it will be responsible for
          any resulting Liability.  In the case of a shared liability described
          in subsection (c) above or an action described in subsection (d)
          above, the parties agree to cooperate to jointly control the
          litigation, unless one of the parties agrees to assume all Liabilities
          arising out of the litigation.  

     (h)  Election to Assume Liability.  In the event that any Employee or
          Terminated Employee makes a claim or commences litigation which, if
          successful, would result in Liability that is allocated under this EM
          Agreement (other than under this paragraph (h)) exclusively to either
          MediaOne or New U S WEST (the "Allocated Liability Party"), but which
          Liability, if any, arises from alleged actions taken by an Employee or
          Terminated Employee of the business of the other party (the "Other
          Party"), then the Allocated Liability Party shall give written notice
          of such claim or litigation (the "Claim Notice") to the Other Party
          within thirty days of becoming aware that such claim or litigation
          involves an Employee or Terminated Employee of the business of the
          Other Party.  The Other Party may then elect, by giving written notice
          (the "Election Notice") to the Allocated Liability Party within thirty
          days after receiving the Claim Notice, to take control of the 

                                      10

<PAGE>

          defense of the claim and/or litigation and to assume all Liability,
          including litigation costs, associated with such claim or litigation
          (other than a Liability described in subsection (f) above).  If the 
          Election Notice is given, the Allocated Liability Party shall cease to
          have any Liability with respect to the claim or litigation which is
          the subject of the Election Notice and all such Liability (other than
          a Liability described in subsection (f) above) shall be assumed by the
          Other Party. 

     (i)  The provisions of this Section 2 are designed solely to allocate
          Liabilities between the New U S WEST Group and the MediaOne Group. 
          Notwithstanding any provision of this EM Agreement, except to the
          extent required by the preceding sentence, this EM Agreement shall not
          impose any Liability relating to an Employee or Terminated Employee on
          any entity or Subsidiary other than the entity or Subsidiary that
          incurred the Liability.  For example, if a Communications Employee
          worked solely for one Subsidiary of New U S WEST, that Subsidiary (but
          not New U S WEST or any other Subsidiary) shall be responsible for any
          unfunded Liabilities owed to that individual.     

3.   SPONSORSHIP AND ADMINISTRATION OF EMPLOYEE BENEFIT PLANS AND EMPLOYEE
     ARRANGEMENTS.

     (a)  At or prior to the Separation Time, all Communications Employee
          Benefit Plans and Communications Employee Arrangements that are not
          already sponsored by a member of the New U S WEST Group shall be
          transferred to and assumed by New U S WEST in accordance with the
          terms of this EM Agreement.  Each of such Communications Employee
          Benefit Plans and Communications Employee Arrangements is hereby
          amended (such amendments to be self-effectuating), effective as of the
          Separation Time, to provide transfer of sponsorship to New U S WEST. 
          In addition, each Communications Employee Benefit Plan and
          Communications Employee Arrangement is hereby amended (such amendments
          to be self-effectuating), effective as of the Separation Time, to
          provide that the Liabilities to be assumed by a corresponding Media
          Employee Benefit Plan or Media Employee Arrangement shall cease to be
          Liabilities under such Communications Employee Benefit Plan or
          Communications Employee Arrangement.  New U S WEST, MediaOne and their
          Subsidiaries shall take all action reasonably appropriate prior to the
          Separation Time (or as soon as practicable thereafter) to effectuate
          such assumptions, including amendments of the 

                                      11

<PAGE>

          applicable Employee Benefit Plans and Employee Arrangements where
          desirable.

          To the extent that any of the Communications Employee Benefit Plans or
          Communications Employee Arrangements is administered by the EBC prior
          to the Separation Time, such plan or arrangement shall be administered
          by the New U S WEST Employee Benefits Committee on and after the
          earlier of the Separation Time or the date sponsorship of the
          applicable plan or arrangement is assumed by New U S WEST.  In
          addition, any functions or responsibilities of the Treasurer of
          Existing U S WEST with respect to such plans or arrangements prior to
          the Separation Time shall become duties and responsibilities of the
          Treasurer of New U S WEST (or such other officer as New U S WEST shall
          designate) on the date set forth in the preceding sentence.

     (b)  To the extent that a Media Employee Benefit Plan or Media Employee
          Arrangement (or, in the case of any newly adopted Media Employee
          Benefit Plan or Media Employee Arrangement, the Employee Benefit Plan
          or Employee Arrangement that is replaced by such newly adopted Media
          plan or arrangement) is administered by the EBC prior to the
          Separation Time, such plan or arrangement shall be administered by the
          MediaOne Employee Benefits Committee on and after the Separation Time.
          In addition, any functions or responsibilities of the Treasurer of
          Existing U S WEST with respect to such plans or arrangements prior to
          the Separation Time shall become duties and responsibilities of the
          Treasurer of MediaOne (or such other officer as MediaOne shall
          designate) on and after the Separation Time.

4.   EMPLOYEE SAVINGS PLANS.

     (a)  On or before the Separation Time, sponsorship of the U S WEST Savings
          Plan/ESOP (consisting of the "U S WEST Savings Plan" and the "U S WEST
          ESOP") shall be transferred from Existing U S WEST to New U S WEST. 
          Prior to the Separation Time, Multimedia shall establish a new defined
          contribution plan or plans consisting of a profit-sharing plan and a
          stock bonus plan which shall be an employee stock ownership plan (the
          "Media Savings Plan/ESOP", consisting of the "Media Savings Plan" and
          the "Media ESOP"), effective immediately after the Separation Time,
          for the benefit of Media Employees and Terminated Media Employees
          (excluding persons described in clauses (2) or (3) of the definition
          of Terminated Media Employee) covered by the existing U S WEST Savings

                                      12

<PAGE>

          Plan/ESOP.  The Media Savings Plan/ESOP shall initially contain terms
          and conditions that are similar to those of the existing U S WEST
          Savings Plan/ESOP, including without limitation (1) provisions
          required by Section 411(d)(6) of the Code for account balances to be
          transferred from the U S WEST Savings Plan/ESOP, and (2) provisions
          granting credit for past service with the Existing U S WEST Group for
          purposes of eligibility, vesting, distributions and withdrawals.  Each
          Media Employee and Terminated Media Employee who was a participant in
          the U S WEST Savings Plan/ESOP as of the Separation Time shall become
          a participant in the Media Savings Plan/ESOP as of the Separation
          Time.

     (b)  As soon as reasonably practicable after the Separation Time, New U S
          WEST shall cause to be transferred from the U S WEST Savings Plan to
          the Media Savings Plan assets having a fair market value equal to the
          aggregate value of the account balances in the U S WEST Savings Plan
          (but not the ESOP), as of the date of the transfer, applicable to
          Media Employees and Terminated Media Employees, and Multimedia shall
          cause the Media Savings Plan to accept such transfers and to assume
          all Savings Plan liabilities relating to Media Employees and
          Terminated Media Employees (excluding persons described in clauses (2)
          or (3) of the definition of Terminated Media Employee).  All such
          liabilities shall cease to be liabilities of the U S WEST Savings
          Plan.  Such transfer shall be in (i) shares of MediaOne Common Stock
          and New U S WEST Common Stock to the extent such shares are allocated
          in the U S WEST Savings Plan to accounts of Media Employees or
          Terminated Media Employees, (ii) notes evidencing loans to Media
          Employees or Terminated Media Employees, and (iii) with the balance in
          cash or, to the extent that the parties mutually agree, other
          securities held by the U S WEST Savings Plan.

     (c)  As soon as reasonably practicable after the Separation Time, New U S
          WEST shall cause to be transferred from the U S WEST ESOP to the Media
          ESOP assets having a fair market value equal to the aggregate value of
          the account balances in the U S WEST ESOP (but not the Savings Plan),
          as of the date of the transfer, applicable to Media Employees and
          Terminated Media Employees, and Multimedia shall cause the Media ESOP
          to accept such transfers and to assume all ESOP liabilities relating
          to Media Employees and Terminated Media Employees (excluding persons
          described in clauses (2) or (3) of the definition of Terminated Media
          Employee).  All such 

                                      13

<PAGE>

          liabilities shall cease to be liabilities of the U S WEST ESOP.  
          Such transfer shall be in shares of MediaOne Common Stock and of 
          New U S WEST Common Stock.  To the greatest extent possible and 
          consistent with fiduciary duties under Sections 404 and 406 of 
          ERISA, the shares of Common Stock shall be transferred so that, 
          immediately following the transfer, the U S WEST ESOP will have at 
          least 60% of its assets invested in New U S WEST Common Stock and 
          the Media ESOP will have at least 60% of its assets invested in 
          MediaOne Common Stock.

     (d)  U S WEST Savings Plan/ESOP shall transfer to the Media Savings
          Plan/ESOP all qualified domestic relations orders (within the meaning
          of Section 414(p) of the Code) ("QDROs") held by the U S WEST Savings
          Plan/ESOP with respect to Media Employees and Terminated Media
          Employees.  New U S WEST shall cause to be transferred from the U S
          WEST Savings Plan/ESOP assets having a fair market value equal to the
          aggregate account values relating to such QDROs in accordance with
          paragraphs (b) and (c) above, and the Media Savings Plan ESOP shall
          assume all liabilities relating to such QDROs.

     (e)  The U S WEST ESOP will repay all "acquisition loans" (as defined in
          the U S WEST Savings Plan/ESOP) prior to the Separation Time.  If, as
          of the Separation Time, the U S WEST ESOP holds shares of common stock
          that have not been allocated to participants' accounts, the U S WEST
          ESOP will transfer to the Media ESOP unallocated shares of stock
          having a fair market value equal to (x) the total market value of all
          unallocated shares held by the U S WEST ESOP as of the Separation
          Time, multiplied by (y) the aggregate dollar value of the Employing
          Company Contributions made under the U S WEST ESOP during the first
          calendar quarter of 1998 as matched allotments to Media Employees and
          Terminated Media Employees, divided by (z) the aggregate dollar value
          of the Employing Company Contributions made under the U S WEST ESOP
          during the first calendar quarter of 1998 as matched allotments to all
          Employees and Terminated Employees.  To the greatest extent possible,
          the unallocated shares transferred to the Media ESOP pursuant to this
          paragraph shall be shares of MediaOne Common Stock.

     (f)  If required by law, New U S WEST and Multimedia shall cause to be
          filed with the IRS all applicable Forms 5310A and any other required
          forms with the appropriate governmental agency in order for the Media
          Savings Plan/ESOP to receive a transfer of 

                                      14

<PAGE>

          assets from the U S WEST Savings Plan/ESOP on or following the 
          Separation Time in accordance with paragraphs (b), (c), (d) and (e) 
          above.  Within nine months after the Separation Time, Multimedia 
          shall cause to be filed with the IRS a request for a determination 
          that the Media Savings Plan/ESOP is qualified under Section 401(a) 
          of the Code.  Multimedia agrees to make all reasonable amendments 
          requested by the IRS to obtain such determination letter.
          
     (g)  Subject to paragraph (h), and in accordance with applicable law and to
          the extent consistent with fiduciary duties under Sections 404 and 406
          of ERISA, the U S WEST Savings Plan and the U S WEST ESOP will
          maintain a MediaOne Common Stock Fund for participants who retain such
          investment of their account balances after the Separation Time.  No
          new investments in the MediaOne Common Stock Fund of the U S WEST
          Savings Plan or in the MediaOne Common Stock Fund of the U S WEST ESOP
          will be permitted after the Separation Time.  Subject to paragraph
          (h), and in accordance with applicable law and to the extent
          consistent with fiduciary duties under Sections 404 and 406 of ERISA,
          the Media Savings Plan and the Media ESOP will maintain a New U S WEST
          Common Stock Fund for participants who retain such investment of their
          account balances after the Separation Time.  No new investments in the
          New U S WEST Common Stock Fund of the Media Savings Plan or in the New
          U S WEST Common Stock Fund of the Media ESOP will be permitted after
          the Separation Time.  The U S WEST Savings Plan (but not the ESOP)
          will maintain the MediaOne Common Stock Fund, and the Media Savings
          Plan (but not the ESOP) will maintain the New U S WEST Common Stock
          Fund, for at least five years after the Separation Time; as soon as
          practicable after either plan sponsor decides to eliminate such stock
          fund, it shall inform the issuer of the stock to be sold so that the
          issuer may arrange a facility to exercise the right of first refusal
          described below.  When the trustee of the U S WEST Savings Plan
          intends to sell MediaOne Common Stock because the MediaOne Common
          Stock Fund will no longer be maintained or the trustee of the Media
          Savings Plan intends to sell New U S WEST Common Stock because the New
          U S WEST Common Stock Fund will no longer be maintained, such trustee
          shall first offer such stock to the issuer prior to offering such
          stock for sale on the open market.  After the close of business, the
          issuer shall then have the right to purchase such stock at the closing
          price of the stock on that day.  If the issuer does not exercise such
          right to purchase, the trustee 

                                      15

<PAGE>

          shall be free to sell the stock on the open market the next day, 
          provided that,subject to fiduciary duties under Sections 404 and 
          406 of ERISA, the trustee shall not sell in any one day more than 
          20% of the average daily trading volume of the relevant stock.  
          (For this purpose, the average daily trading volume is the 
          arithmetic mean of the reported daily trading volumes of the 
          relevant stock on the New York Stock Exchange (or, if not traded on 
          the New York Stock Exchange, the principal exchange on which the 
          stock is traded) in the two calendar months preceding any such 
          sale.) 

     (h)  Within two years after the Separation Time, the U S WEST ESOP (but not
          the Savings Plan) will dispose of all investment in MediaOne Common
          Stock and the Media ESOP (but not the Savings Plan) will dispose of
          all investment in New U S WEST Common Stock (each, a "Non-Employer
          Common Stock").  Subject to fiduciary duties under Sections 404 and
          406 of ERISA, the U S WEST ESOP shall exchange shares of MediaOne
          Common Stock it holds for shares of New U S WEST Common Stock held by
          the Media ESOP, and VICE VERSA, at the Common Stocks' relative fair
          market values.  To the extent such exchanges are not practicable for
          some or all of the Non-Employer Common Stock held by either ESOP, the
          U S WEST ESOP and the Media ESOP will sell shares of Non-Employer
          Common Stock.  As soon as practicable after either plan sponsor
          decides to sell such Non-Employer Common Stock, it shall inform the
          issuer of the stock to be sold so that the issuer may arrange a
          facility to exercise the right of first refusal described below.  When
          the trustee of the U S WEST ESOP intends to sell MediaOne Common Stock
          or the trustee of the Media ESOP intends to sell New U S WEST Common
          Stock (other than because of a sale by, or distribution to, plan
          participants), such trustee shall first offer such stock to the issuer
          prior to offering such stock for sale on the open market.  After the
          close of business, the issuer shall then have the right to purchase
          such stock at the closing price of the stock on that day.  If the
          issuer does not exercise such right to purchase, the trustee shall be
          free to sell the stock on the open market the next day.  Subject to
          fiduciary duties under Sections 404 and 406 of ERISA, from the
          Separation Time to and including the second anniversary of the
          Separation Time, neither the U S WEST ESOP nor the Media ESOP will
          sell in any one day more than 20% of the average daily trading volume
          of the relevant Non-Employer Common Stock.  (For this purpose, the
          average daily trading volume is the arithmetic mean of the reported
          daily trading volumes of the relevant 

                                      16

<PAGE>

          stock on the New York Stock Exchange (or, if not traded on the New
          York Stock Exchange, the principal exchange on which the stock is
          traded) in the two calendar months preceding any such sale.)

     (i)  MediaOne and New U S WEST shall take such action as necessary to
          ensure that participants in the U S WEST Savings Plan/ESOP and the
          Media Savings Plan/ESOP are notified that a quiet period will occur
          beginning on or about the Separation Time, during which changes in
          investment direction with respect to participants' accounts generally
          will not be permitted.

     (j)  The Media Savings Plan/ESOP and the assets and liabilities with
          respect thereto shall be considered a Media Employee Benefit Plan. 
          The U S WEST Savings Plan/ESOP and the assets and liabilities with
          respect thereto shall be considered a Communications Employee Benefit
          Plan.

5.   TRANSFER OF U S WEST PENSION PLAN ASSETS AND LIABILITIES.

     (a)  On or prior to the Separation Time, sponsorship of the U S WEST
          Pension Plan shall be transferred from Existing U S WEST to New U S
          WEST.  Prior to the Separation Time, Multimedia shall establish a
          defined benefit pension plan (the "Media Pension Plan"), effective
          immediately after the Separation Time, for the benefit of the Media
          Employees and Terminated Media Employees (excluding persons described
          in clauses (2) or (3) of the definition of Terminated Media Employee)
          covered by the existing U S WEST Pension Plan.  The Media Pension Plan
          shall contain terms and conditions that are substantially similar to
          those of the existing U S WEST Pension Plan, including credit for past
          service with the Existing U S WEST Group for eligibility, vesting,
          early retirement, and, contingent upon the transfer of assets set
          forth in paragraph (b) below, benefit accrual and compensation earned
          with the Existing U S WEST Group.  Notwithstanding the preceding
          sentence, the Media Pension Plan shall contain two benefit structures.
          In general, (1) the benefits for all Media Employees who are employed
          immediately after the Separation Time and who earned benefits under
          Articles V-B or V-D of such Pension Plan prior to the Separation Time
          shall continue in such benefit structure and (2) all other Media
          Employees, as well as all future employees of the MediaOne Group shall
          participate in a benefit structure substantially similar to the
          benefit structure currently contained in the Appendix I of the U S
          WEST Pension Plan, provided that this EM Agreement does not obligate

                                      17

<PAGE>

          Multimedia to continue to maintain such benefit formulas for any
          particular period of time.  In addition, the U S WEST Pension Plan
          currently contains two subsidies relating to service pensions: (i) the
          early retirement pension under the grandfathered formula in Article
          V-B (but not the DLS formula in Article V-D) is unreduced (or provides
          for a lower reduction) for Participants that are service pension
          eligible and (ii) if a lump sum service pension is elected, a 0%
          interest rate applies prior to age 65.  The Media Pension Plan shall
          include, for all Media Employees described in clause (2) of the second
          preceding sentence (but not any future employees of the MediaOne Group
          or any Terminated Media Employees) whose combined age and service (in
          each case rounded up to the next integer), as of January 1, 1999,
          equals or exceeds 55, both of the foregoing subsidies with respect to
          both the DLS formula set forth in Article 6, and the grandfathered
          formula in Article 7, of Appendix I of the Pension Plan; such
          provisions shall be referred to as the "Service Pension Amendments."

          Immediately after the Separation Time, all Liabilities under the U S
          WEST Pension Plan to, or relating to, Media Employees or Terminated
          Media Employees (excluding persons described in clauses (2) or (3) of
          the definition of Terminated Media Employee) shall be assumed by the
          Media Pension Plan and shall cease to be Liabilities of the U S WEST
          Pension Plans.  Such Liabilities shall include all accrued benefits,
          within the meaning of Section 411(d)(6) of the Code, all ancillary
          benefits (such as the death benefits set forth in Article VII of the U
          S WEST Pension Plan and disability benefits set forth in Appendix J
          thereof) and any other benefits.  The Media Pension Plan shall comply
          with Section 411(d)(6) of the Code with respect to such assumed
          Liabilities.  Each Media Employee and Terminated Media Employee who
          was a participant in the U S WEST Pension Plan as of the Separation
          Time shall become a participant in the Media Pension Plan as of the
          Separation Time.

          Notwithstanding the foregoing, the following rules shall apply to any
          Terminated Employee who is not vested in the U S WEST Pension Plan at
          the Separation Time who returns to employment with either the MediaOne
          Group or the New U S WEST Group after the Separation Time.  To the
          extent required by law, any such Terminated Employee who becomes
          entitled to credit, for benefit accrual purposes, for his service with
          the Old U S WEST Group prior to the Separation 

                                      18

<PAGE>

          Time as a result of returning to employment after the Separation 
          Time, then (1) any benefits attributable to such prior service 
          shall be payable from the Media Pension Plan if the individual 
          returns to employment with the MediaOne Group and (2) any benefits 
          attributable to such prior service shall be payable from the U S 
          WEST Pension Plan if the individual returned to employment with the 
          New U S WEST Group.

     (b)  New U S WEST shall cause a "spin-off" transfer within the meaning of
          Section 414(1) of the Code, from the U S WEST Pension Plan to the
          Media Pension Plan in the manner and at the times specified in
          paragraph (e) below.  For purposes of this Section 5, the following
          definitions shall apply:

          (1)  "Actuaries" refer to the enrolled actuaries for the U S WEST
               Pension Plan at the Separation Time.

          (2)  "Contingent Amount" equals the difference between the amount that
               the Final Determination provides that should have been
               transferred from the U S WEST Pension Plan to the Media Pension
               Plan in connection with the spinoff and the Media Asset Share. 
               If the difference is positive, that is, the Final Determination
               provides that additional assets should have been transferred to
               the Media Pension Plan, the difference shall be referred to as a
               "Positive Contingent Amount."  If the difference is negative,
               that is, the Final Determination provides that the amount that
               should have been transferred is less than the Media Asset Share,
               the difference shall be referred to as a "Negative Contingent
               Amount."

          (3)  "Final Determination" means a final nonappealable determination
               by a court, or a final settlement of litigation or a dispute
               among Multimedia, New U S WEST, the U S WEST Pension Plan and the
               Media Pension Plan and any other parties to the litigation or
               dispute, that provides that the amount of assets to be
               transferred from U S WEST Pension Plan to the Media Pension Plan
               in connection with the spinoff should be more than or less than
               the Media Asset Share.

          (4)  "Media Asset Share" shall mean the product of: (i) the fair
               market value of the assets of the U S WEST Pension Plan as of the
               end of the month coinciding with or immediately preceding 

                                      19

<PAGE>

               the Separation Time, and (ii) the Media Fraction; increased or
               decreased by an amount to be agreed to by New U S WEST and
               MediaOne to reflect the rate of return of the U S WEST Pension
               Plan (or any other mutually agreeable rate) during the period, if
               any, commencing immediately after the end of the month coinciding
               with or immediately preceding the Separation Time and ending on
               the Separation Time.

          (5)  "Media Economic PBO" for the U S WEST Pension Plan shall mean the
               portion of the Total Economic PBO as of the Separation Time
               attributable to the Media Employees and Terminated Media
               Employees, as calculated by the Actuaries.  For this purpose, the
               U S WEST Pension Plan shall be deemed amended to include the
               Service Pension Amendments.

          (6)  "Media Fraction" for the U S WEST Pension Plan shall mean (i) the
               Media Economic PBO, divided by (ii) the Total Economic PBO.

          (7)  "Premium Amount" shall equal the estimated PBGC premiums
               initially paid to the PBGC by the Media Pension Plan for plan
               year 1998, without regard to any adjustment required as a result
               of an audit.

          (8)  "Total Economic PBO" shall be the projected benefit obligation,
               as defined in SFAS No. 87, of the U S WEST Pension Plan, as
               calculated by the Actuaries as of the Separation Time using
               actuarial methods and assumptions mutually agreeable to the
               parties.  For this purpose, the U S WEST Pension Plan shall be
               deemed amended to include the Service Pension Amendments.

          (9)  "Transfer Amount" shall equal the Media Asset Share plus the
               Premium Amount plus the Positive Contingent Amount and minus the
               Negative Contingent Amount.

     (c)  In order to determine the Media Asset Share, Multimedia and New U S
          WEST shall determine in good faith the Media Employees, Terminated
          Media Employees, Communications Employees, Terminated Communications
          Employees and Terminated Inc. Employees as of the Separation Time. 
          Such determinations shall be updated six months after the Separation
          Time to take into account the 

                                      20

<PAGE>

          reclassification of Employees as of the Separation Time as Media
          Employees or Communications Employees.

     (d)  If required by law, Multimedia and New U S WEST shall cause to be
          filed all applicable Forms 5310A and any other required IRS or PBGC
          forms with the appropriate governmental agency in order for the Media
          Pension Plan to receive a transfer of assets from the U S WEST Pension
          Plan on or following the Separation Time, in accordance with paragraph
          (e) below.  Within nine months after the Separation Time, Multimedia
          shall cause to be filed with the IRS a request for a determination
          that the Media Pension Plan is qualified under Section 401(a) of the
          Code.  Multimedia agrees to make all reasonable amendments requested
          by the IRS to obtain such determination letter.

     (e)  New U S WEST shall cause the U S WEST Pension Plan to transfer assets
          in an amount equal to the Transfer Amount (plus interest to the extent
          set forth below) to the Media Pension Plan and Multimedia shall cause
          the Media Pension Plan to accept such assets equal to such Transfer
          Amount (and interest), as follows:

          (1)  Immediately after the Separation Time or as soon as reasonably
               practicable thereafter, an amount equal to 98% of the Media Asset
               Share, as estimated by the Actuaries (immediately prior to the
               Separation Time) and provided to Multimedia and New U S WEST in
               writing.

          (2)  As soon as practicable after the value of the plan assets as of
               the Separation Time is determined and the Media Asset Share is
               determined by the Actuaries and provided in writing to MediaOne
               and New U S WEST (but not later than 30 days after such writing
               is provided), the excess of the Media Asset Share over the sum of
               (i) the interim transfer effected under (1) above, and (ii) any
               benefit payments paid to Terminated Media Employees or Media
               Employees by the U S WEST Pension Plan after the Separation Time.
               (If such amount is a negative number, such amount shall be
               transferred from the Media Pension Plan to the U S WEST Pension
               Plan.)  

          (3)  In addition, if there is a Final Determination that sets forth a
               Contingent Amount, New U S WEST, the U S WEST Pension Plan,
               Multimedia, and the Media Pension Plan agree as follows:

                                      21

<PAGE>

               (A)  If there is a Positive Contingent Amount, as soon as
                    practicable after the Final Determination, the U S WEST
                    Pension Plan shall transfer the assets equal to the Positive
                    Contingent Amount to the Media Pension Plan, and the Media
                    Pension Plan shall accept such transfers; and 

               (B)  If there is a Negative Contingent Amount, as soon as
                    practicable after the Final Determination, the Media Pension
                    Plan shall transfer the assets equal to the Negative
                    Contingent Amount to the U S WEST Pension Plan, and the U S
                    WEST Pension Plan shall accept such transfers.

          (4)  As soon as practicable after the Premium Amount is determined and
               paid by the Media Pension Plan, an amount equal to the Premium
               Amount.

          To the extent any of the foregoing amounts set forth in paragraphs (1)
          through (4) of this subsection (e) are paid after the Separation Time,
          such amount shall be increased or decreased by interest from the
          Separation Time to the date of payment (to the extent not paid or
          previously advanced) at a rate to be agreed to by New U S WEST and
          MediaOne to reflect the rate of return of the U S WEST Pension Plan or
          the Media Pension Plan, whichever is applicable (or any other mutually
          agreeable rate), during the period commencing with the Separation Time
          and ending with the date of payment; provided that (i) no interest
          shall be paid with respect to the Contingent Amount if the Final
          Determination already provides for an adjustment reflecting interest
          or plan earnings and (ii) no interest shall be paid with respect to
          the Premium Amount.

          With respect to all of the foregoing transfers between the U S WEST
          Pension Plan and the Media Pension Plan, the specific assets to be
          transferred shall be agreed upon by New U S WEST and Multimedia in
          good faith so as to not treat the Media Pension Plan and the U S WEST
          Pension Plan unfairly in any material respect.

     (f)  Notwithstanding subsections (a) through (e) above, the value of assets
          to be transferred to and liabilities to be assumed by the Media
          Pension Plan shall be no less than that necessary to satisfy the
          requirements of Section 414(1) of the Code, as 

                                      22

<PAGE>

          determined by the Actuaries, based on the assumptions used by the PBGC
          in the case of a termination of a trusteed pension plan.

     (g)  Multimedia, New U S WEST, the U S WEST Pension Plan and the Media
          Pension Plan (collectively, the "Pension Parties") all agree that, if
          there is a Final Determination that provides for a Contingent Amount,
          such Final Determination shall be satisfied to the maximum extent
          permitted by law by making the transfers among the U S WEST Pension
          Plan and the Media Pension Plan as set forth above, as opposed to
          requiring any additional contributions or payments (a "Corporate
          Liability") from either MediaOne, New U S WEST or any of their
          Subsidiaries.  The Pension Parties agree to cooperate to the maximum
          extent to ensure that no such Corporate Liability ensues as a result
          of any Final Determination or claims relating to the allocation of
          plan assets between the two plans.  If any litigation is brought
          against one of the Pension Parties claiming that the amount of assets
          transferred from the U S WEST Pension Plan to the Media Pension Plan
          should have been higher or lower, the other Pension Parties shall, at
          the request of the Pension Party that was sued, agree to be joined in
          any such litigation and to use their best efforts to ensure that any
          potential Contingent Amount be satisfied by plan-to-plan transfers, as
          opposed to Corporate Liability.

          In addition, the Pension Parties agree that, to the extent permitted
          by law, any costs of defending any claims that a Contingent Amount is
          payable and any Liabilities arising out of such claims shall be borne
          by the U S WEST Pension Plan and the Media Pension Plan.  

          The following rules shall apply if there is any Corporate Liability
          for a Contingent Amount or arising out of any claims that a Contingent
          Amount is payable.  Any Corporate Liability that is an out-of-pocket
          cost of defending any such claims (whether or not the claims result in
          litigation), such as attorneys or consultant fees (but excluding any
          fees for Plaintiffs' attorneys) and travel expenses, shall be borne
          equally by New U S WEST and Multimedia; provided that each party shall
          bear all expenses for salaries and benefits of its employees.  Any
          other Corporate Liability, such as the payment of a Contingent Amount,
          any direct payments to claimants in lieu of a Contingent Amount or
          fees for plaintiffs' attorneys, shall be borne by (1) New U S WEST, if
          the claimants asserted that the amount of 

                                      23

<PAGE>
          plan assets transferred to the Media Pension Plan should have been
          greater than the amount actually transferred and (2) Multimedia, if
          the claimants asserted that the amount of plan assets transferred to
          the Media Pension Plan should have been less than the amount actually
          transferred.

     (h)  The U S WEST Pension Plan shall transfer to the Media Pension Plan all
          qualified domestic relations orders (within the meaning of Section
          414(p) of the Code) ("QDROs") held by the U S WEST Pension Plan with
          respect to Media Employees and Terminated Media Employees.  

     (i)  Qualified transfers.  This subsection (i) applies if a qualified
          transfer, within the meaning of Code Section 420 (a "Qualified
          Transfer"), is made within either the U S WEST Pension Plan or the
          Media Pension Plan during the calendar year in which the Separation
          Time occurs. 

          (1)  If the Internal Revenue Service, a court of competent
               jurisdiction or the sponsor of the plan in which the Qualified
               Transfer is made determines that any Terminated Employees who
               terminated employment during the period commencing twelve months
               prior to the Qualified Transfer and ending on the Separation Time
               are entitled to vested pension benefits solely because of the
               Qualified Transfer, then, notwithstanding any other provision of
               this EM Agreement, the plan in which the Qualified Transfer is
               made shall provide such vested pension benefits to such
               Terminated Employee.  

          (2)  If (i) the Internal Revenue Service declines to issue a favorable
               determination letter with respect to the provisions of either the
               U S WEST Pension Plan or the Media Pension Plan setting forth the
               terms of a Qualified Transfer unless Employees or other employees
               who terminate employment after the Separation Time from the
               business of the sponsor of the other pension plan are provided
               vested pension benefits on account of the Qualified Transfer or
               (ii) a court of competent jurisdiction determines that such
               Employees or employees are entitled to such benefits on account
               of the Qualified Transfer, then such other pension plan shall
               provide such Employees or employees with the required vested
               pension benefits.

                                      24

<PAGE>

     (j)  The Media Pension Plan and the assets and liabilities with respect
          thereto shall be considered a Media Employee Benefit Plan.  The U S
          WEST Pension Plan and the assets and liabilities with respect thereto
          shall be considered a Communications Employee Benefit Plan.

6.   OTHER TAX-QUALIFIED PLANS.

     Any other plan that is qualified under Section 401 of the Code and is not
     described in Section 4 or 5 above shall be retained by the entity that
     sponsors it before the Separation Time.

7.   WELFARE PLANS.

     (a)  Communications Plans.  As of the Separation Time, any Welfare Plan,
          including all insurance or amounts held in trust and associated
          therewith to the extent attributable solely to such plan, which
          exclusively covers Communications Employees, Terminated Communications
          Employees and/or Terminated Inc. Employees and their eligible spouses
          and dependents shall be transferred to and assumed by New U S WEST and
          shall be deemed to be amended to provide for such transfer and
          assumption.  New U S WEST or its Subsidiaries shall assume and pay the
          Liability with respect thereto (whether accrued or arising before or
          after the Separation Time).  All such plans shall be considered
          Communications Employee Benefit Plans.

     (b)  Media Plans.  As of the Separation Time, any Welfare Plan, including
          all insurance or amounts held in trust and associated therewith to the
          extent attributable solely to such plan, which exclusively covers
          Media Employees and/or Terminated Media Employees and their eligible
          spouses and dependents shall be retained by the MediaOne Group and, if
          necessary, are hereby amended to provide for such retention (without
          the need for any further action).  MediaOne or its Subsidiaries shall
          assume and pay the Liability with respect thereto (whether accrued or
          arising before or after the Separation Time).  All such plans shall be
          considered Media Employee Benefit Plans.

     (c)  Joint Plans.  This subsection (c) addresses the treatment of any
          Welfare Plan (including, without limitation, any retiree medical plan
          or retiree life insurance plan) which, as of the Separation Time,
          covers both: (1) Communications Employees, Terminated Communications
          Employees and/or Terminated Inc. Employees; and (2) Media Employees
          and/or Terminated Media Employees (a "Joint Welfare Plan").  

                                      25
<PAGE>
          (1)  As of the Separation Time, each Joint Welfare Plan shall be
               transferred to and assumed by New U S WEST or one of its
               Subsidiaries.  Each of such Joint Welfare Plans is hereby amended
               as set forth in Section 3 of this EM Agreement.  At and
               immediately following the Separation Time, New U S WEST or its
               Subsidiaries shall maintain as a separate plan and assume and pay
               the Liabilities and expenses (whether accrued or arising before
               or after the Separation Time) with respect to that portion of the
               Joint Welfare Plans as relates to obligations to Communications
               Employees, Terminated Communications Employees and Terminated
               Inc. Employees; in addition, any such retiree medical plan shall
               assume any retiree medical Liabilities or expenses of persons
               described in clauses (2) or (3) of the definition of Terminated
               Media Employee.  This EM Agreement does not obligate New U S WEST
               to continue to maintain such plans or their terms for any
               particular period of time. All such plans shall be considered
               Communications Employee Benefit Plans.

          (2)  As soon as practicable, Multimedia or its Subsidiaries shall
               establish and maintain one or more separate plans corresponding
               to each of the Joint Welfare Plans.  Such Plans shall be
               effective as of the Separation Time and shall contain such
               benefits as desired by Multimedia.  However, such plans shall
               assume and pay the Liabilities and expenses (whether accrued or
               arising before or after the Separation Time) under the Joint
               Welfare Plans with respect to Media Employees and Terminated
               Media Employees, provided that any new Media retiree medical plan
               shall not assume any retiree medical Liabilities or expenses of
               persons described in clauses (2) or (3) of the definition of
               Terminated Media Employee.  All Liabilities and expenses assumed
               by such Media Employee Benefit Plans shall cease to be
               Liabilities of the Communications Employee Benefit Plans
               described in the preceding paragraph.  The Liabilities of each
               such Joint Welfare Plan so assumed by Multimedia or its
               Subsidiaries together with each such separate plan established by
               Multimedia, shall be considered a Media Employee Benefit Plan. 
               Unless Multimedia or its Subsidiaries adopts a plan with respect
               to a Joint Welfare Plan prior to the Separation Time, Multimedia
               is hereby deemed to have


                                      26

<PAGE>

               adopted (without the requirement of any additional action), 
               effective as of the Separation Time, a separate Media Welfare 
               Plan that is substantially identical in all respects to the 
               Joint Welfare Plan it replaces, provided that this EM Agreement 
               does not obligate Multimedia to continue to maintain such terms 
               for any particular period of time.

          (3)  MediaOne (and Multimedia) and New U S WEST shall use commercially
               reasonable efforts to obtain, effective as of the Separation
               Time, separate coverages or to split the coverages between
               Multimedia and New U S WEST under the Joint Welfare Plans that
               provided benefits through Provider Contracts prior to the
               Separation Time.  Such coverage shall be on substantially the
               same terms and conditions as applied immediately before the
               Separation Time, or such other terms and conditions as are
               acceptable to Multimedia and New U S WEST.  To the extent
               practicable, such coverages shall be obtained by entering into a
               separate contract between Multimedia and the third party.  For
               purposes of this paragraph, the term "Provider Contract" shall
               mean a contract to provide benefits with an insurance company,
               health maintenance organization, preferred provider organization
               or similar provider of benefits, as well as third party
               administrative services contracts.  To the extent such efforts
               are not successful with respect to any Provider Contract, then
               New U S WEST shall administer such Provider Contract on an
               equitable basis for the benefit of both Multimedia and New U S
               WEST until the expiration of the applicable contract.  For any
               period after the Separation Time when Multimedia is participating
               in any such Provider Contract administered by New U S WEST,
               Multimedia shall pay an allocable share of the cost of such
               contract based upon the actual experience attributable to Media
               Employees and Terminated Media Employees thereunder, or if actual
               experience is not readily determinable, based upon the relative
               headcount of Media Employees and Terminated Media Employees to
               all individuals covered by such Provider Contract.  Such payments
               shall include interest on any funds advanced by New U S WEST at a
               rate to be agreed upon in a services agreement to be effective as
               of the Separation Time.


                                      27

<PAGE>

     (d)  Continuing Treatment.  Notwithstanding the foregoing provisions of
          this Section 7, all treatments which have been precertified or are
          being provided as of the Separation Time shall be provided without
          interruption under the appropriate Welfare Plan until such treatment
          is concluded or discontinued pursuant to applicable plan rules and
          limitations, but New U S WEST, in the case of a Communications
          Employee or Terminated Communications Employee, or Multimedia, in the
          case of a Media Employee or Terminated Media Employee, shall be
          responsible for all expenses relating to, arising out of or resulting
          from such on-going treatments after the Separation Time.

     (e)  Continuance of Elections.  Multimedia and New U S WEST shall cause the
          Welfare Plans which they or their Subsidiaries maintain after the
          Separation Time to recognize and maintain all coverage and
          contribution elections made by Employees under the Welfare Plans
          maintained by the Existing U S WEST Group prior to the Separation Time
          and shall apply such elections under the Welfare Plans maintained by
          Multimedia and New U S WEST or their Subsidiaries, whichever is
          applicable, for the remainder of the period or periods for which such
          elections are by their terms applicable.  Neither the transfer or
          other movement of employment from one member of the Existing U S WEST
          Group to another member on or before the Separation Time nor the
          transfer and assignment to the New U S WEST Group or the MediaOne
          Group in connection with the Reorganization, Contribution and
          Separation shall constitute or be treated as a "status change" under
          the Welfare Plans maintained by either Existing U S WEST, New U S
          WEST, Multimedia or their Subsidiaries.

     (f)  Co-Payments and Maximum Benefits.  Multimedia and New U S WEST shall
          cause the Welfare Plans which they or their Subsidiaries maintain
          after the Separation Time to recognize and give credit for:

          (1)  All amounts applied to deductibles, out-of-pocket maximums, and
               other applicable benefit coverage limits with respect to
               Employees covered by Welfare Plans maintained by the Existing U S
               WEST Group prior to the Separation Time for the remainder of the
               year in which the Separation Time occurs; and

          (2)  All benefits paid to Employees under the Welfare Plans maintained
               by the Existing U S WEST Group prior to the Separation Time for
               purposes of determining when such persons have


                                      28

<PAGE>

               reached their lifetime maximum benefits under the Welfare Plans 
               maintained by Multimedia and New U S WEST or their Subsidiaries, 
               whichever is applicable, after the Separation Time. 

     (g)  Pre-existing conditions.  After the Separation Time, any group health
          plan maintained by Multimedia and New U S WEST or their Subsidiaries
          shall be prohibited from making exceptions from the coverage of
          individuals who were Employees or Terminated Employees prior to the
          Separation Time and their eligible spouses and dependents for 
          pre-existing conditions except to the extent such exception is 
          applicable under the plan in effect immediately prior to the 
          Separation Time.
 
     (h)  COBRA.  Notwithstanding the foregoing provisions of this Section 7:

          (1)  New U S WEST or its Subsidiaries shall be responsible for
               providing coverage required under COBRA, including the
               administration of such coverage, to (A) all Employees and
               Terminated Employees (and their eligible spouses and dependents)
               whose entitlement to benefits under COBRA is attributable to a
               "qualifying event," as defined in COBRA, which occurred before
               the Separation Time under any group health plan other than a
               group health plan maintained by the Cable Companies and (B) all
               Communications Employees, Terminated Communications Employees and
               Terminated Inc. Employees if such individual's entitlement to
               benefits under COBRA is attributable to a "qualifying event"
               which occurs on or after the Separation Time.

          (2)  MediaOne or its Subsidiaries shall be responsible for providing
               coverage required under COBRA, including the administration of
               such coverage, to (A) all Employees and Terminated Employees (and
               their eligible spouses and dependents) whose entitlement to
               benefits under COBRA is attributable to a "qualifying event," as
               defined in COBRA, which occurred before the Separation Time under
               any group health plan maintained by the Cable Companies and (B)
               all Media Employees and Terminated Media Employees if such
               individual's entitlement to benefits under COBRA is attributable
               to a "qualifying event" which occurs on or after the Separation
               Time.


                                      29

<PAGE>

     (i)  Long-Term Disability.  Notwithstanding the foregoing provisions of
          this Section 7, this subsection (i) applies to long-term disability
          benefits provided to Terminated Employees other than through the U S
          WEST Pension Plan ("LTD").

          (1)  New U S WEST shall be responsible for providing LTD, including
               the administration of such coverage, to Terminated Communications
               Employees, Terminated Inc. Employees and Terminated Media
               Employees who were employed immediately prior to commencing LTD
               by an employer other than one of the Cable Companies.

          (2)  MediaOne shall be responsible for providing LTD, including the
               administration of such coverage, to Terminated Media Employees
               who were employed immediately prior to commencing LTD by one of
               the Cable Companies.

8.   VEBA'S.  

     (a)  As of the Separation Time, sponsorship of the U S WEST Benefit
          Assurance Trust ("BAT"), the U S WEST Management Benefit Assurance
          Trust ("MBAT") and U S WEST Life Insurance Welfare Trust ("Life
          Insurance Trust") shall be transferred from Existing U S WEST to New U
          S WEST.  In addition, each of the BAT, MBAT and Life Insurance Trust
          are hereby amended (such amendments to be self-effectuating), 
          effective as of the Separation Time, to provide that the "Company" (as
          well as the sponsor, settlor and all other similar terms) under such
          trusts shall be New U S WEST and that the trust shall be administered
          by New U S WEST.

     (b)  Sponsorship of the U S WEST VEBA Trust shall be retained by MediaOne
          or, at its option, transferred to Multimedia.

     (c)  Effective as of the Separation Time, Multimedia shall adopt one or
          more new voluntary employee benefit associations or modify the U S
          WEST VEBA Trust (the "Media VEBA") to assume, immediately after the
          Separation Time, all Liabilities under the MBAT and Life Insurance
          Trust to, or relating to, Media Employees or Terminated Media
          Employees (excluding persons described in clauses (2) or (3) of the
          definition of Terminated Media Employee); all such Liabilities shall
          cease to be Liabilities of the MBAT and Life Insurance Trust.  The
          Media VEBA shall comply with Code Sections 419, 419A, 501(a) and
          501(c)(9).


                                      30

<PAGE>

     (d)  As soon as practicable after the Separation Time, New U S WEST shall
          cause a transfer of assets from the MBAT and Life Insurance Trust to
          the Media VEBA in the manner and at the times specified in paragraph
          (f) below.  For purposes of this Section, the following definitions
          shall apply:

                (i) "Total Economic APBO" shall be the accumulated
                    postretirement benefit obligation (as defined in SFAS No.
                    106) of the MBAT and Life Insurance Trust (excluding
                    liabilities for supplemental and dependent life insurance),
                    as calculated by the Actuaries, as of the Separation Time
                    using actuarial methods and assumptions mutually agreeable
                    to the parties.

               (ii) "Actuaries" refer to the actuaries for the MBAT and Life
                    Insurance Trust at the Separation Time.

              (iii) "Media Economic APBO" shall mean the portion of the
                    Total Economic APBO attributable to the Media Employees
                    and Terminated Media Employees, as calculated by the
                    Actuaries.

               (iv) "Media Fraction" shall mean (1) the Media Economic APBO,
                    divided by (2) the Total Economic APBO.

                (v) "Media Asset Share" shall mean the product of: (1) the fair
                    market value of the assets of the MBAT and Life  Insurance
                    Trust as of the end of the month coinciding with or
                    immediately preceding the Separation Time BUT excluding
                    Supplemental and Dependent Life Assets, and (2) the Media
                    Fraction; increased or decreased by an amount to be agreed
                    to by New U S WEST and MediaOne to reflect the rate of
                    return of the MBAT and Life Insurance Trust (or any other
                    mutually agreeable rate) during the period, if any,
                    commencing immediately after the end of the month coinciding
                    with or immediately preceding the Separation Time and ending
                    on the Separation Time.

               (vi) "Supplemental and Dependent Life Assets" shall mean any
                    assets which are


                                      31

<PAGE>

                    segregated for the purpose of providing supplemental and 
                    dependent life insurance.

               Notwithstanding the above, the Total Economic APBO, the Media
               Economic APBO and the Media Asset Share shall be determined
               separately for the MBAT and the Life Insurance Trust.  In
               addition, in order to determine the Media Asset Share, the
               provisions of Section 5(c) shall apply.  

     (e)  Within nine months after the Separation Time, Multimedia shall cause
          to be filed with the IRS a request for a determination that the Media
          VEBA is tax-exempt under Section 501(c)(9) of the Code (unless the New
          VEBA is the existing U S WEST VEBA Trust and New U S WEST agrees no
          such filing is required).  Multimedia agrees to make all reasonable
          amendments requested by the IRS to obtain such letter.  New U S WEST
          and Multimedia agree to cooperate with each other to fulfill any
          filing and/or regulatory reporting obligations with respect to such
          transfers.

     (f)  New U S WEST shall cause the following asset transfers from the MBAT
          and Life Insurance Trust to the Media VEBA and Multimedia shall cause
          the Media VEBA to accept such asset transfers:

          (1)  Immediately after the Separation Time or as soon as reasonably
               practicable thereafter, an amount equal to 98% of the Media Asset
               Share, as estimated by the Actuaries in writing (immediately
               prior to the Separation Time) to Multimedia and New U S WEST.

          (2)  Immediately after the Separation Time or as soon as reasonably
               practicable thereafter, an amount equal to the Supplemental and
               Dependent Life Assets multiplied by a fraction, the numerator of
               which is the amount of premiums paid by Media Employees and
               Terminated Media Employees for supplemental and dependent life
               insurance during the last full calendar month prior to the
               Separation Time and the denominator of which is the total
               premiums for such coverage paid by all Employees and Terminated
               Employees during that month.

          (3)  As soon as practicable after the value of the assets as of the
               Separation Time is determined and the Media Asset Share is
               determined by the


                                      32

<PAGE>

               Actuaries in writing to Multimedia and New U S WEST (but not 
               later than 30 days after such writing is provided), the excess 
               of the Media Asset Share over the sum of the interim transfer 
               under (1) above and any benefit payments to Terminated Media 
               Employees by the MBAT and Life Insurance Trust after the 
               Separation Time.  (If such amount is a negative number, such
               amount shall be transferred from the Media VEBA to the MBAT and
               Life Insurance Trust.)

          (4)  In the event there is any litigation or claims that the amount
               transferred from the MBAT and Life Insurance Trusts to the Media
               VEBA should be larger or smaller, the amount transferred shall be
               adjusted in accordance with all of the provisions set forth in
               Section 5 of this EM Agreement relating to a Contingent Amount
               and claims over the amount of the transfer.  In addition, the
               parties agree that, to the extent permitted by law, any costs of
               defending any such claims and any Liabilities arising out of such
               claims shall be borne by the MBAT, Life Insurance Trust and the
               Media VEBA.  Any such Liability for a transfer or arising out of
               any claims that a transfer is payable which cannot be borne by
               the MBAT, Life Insurance Trust or the Media VEBA shall be borne
               by New U S WEST or Multimedia in accordance with the last
               paragraph of Section 5(g) of this EM Agreement.

          To the extent any of the foregoing amounts is paid after the
          Separation Time, such amount shall be increased or decreased by
          interest from the Separation Time to the date of payment (to the
          extent not paid or previously advanced) at a rate to be agreed to by
          New U S WEST and MediaOne to reflect the rate of return of the MBAT
          and Life Insurance Trust or the Media VEBA, whichever is applicable
          (or any other mutually agreeable rate), during the period commencing
          with the Separation Time and ending with the date of payment; provided
          that no interest shall be paid with respect to the amounts in clause
          (4) above if the Final Determination already provides for an
          adjustment reflecting interest or plan earnings.

          With respect to all of the foregoing transfers and any transfer
          required by subsection (g) below, the specific assets to be
          transferred shall be agreed upon by New U S WEST and Multimedia in
          good faith so as to not treat the MBAT, Life Insurance Trust and Media
          VEBA unfairly in any material respect.


                                      33

<PAGE>

     (g)  As soon as practicable after the Separation Time, MediaOne shall cause
          a transfer of assets from the U S WEST VEBA Trust to the MBAT in an
          amount equal to the balance in the U S WEST VEBA Trust immediately
          prior to the Separation Time (and before any transfers described in
          paragraph (f) above) multiplied by a fraction, the numerator of which
          is the amount of contributions made to that trust for calendar year
          1998 (up through the Separation Time) on behalf of the New U S WEST
          Group and the denominator of which is the total amount of all
          contributions made to that trust for 1998 (up through the Separation
          Time), increased by interest on the unpaid amount due from the
          Separation Time to the date of payment at the rate of (8%) per annum. 
          In lieu of these transfers, the parties may agree to offset the amount
          to be transferred against the transfers required in subsection (f)
          above.

9.   INCENTIVE COMPENSATION.

     (a)  Stock Options.  Options to purchase shares of Communications Stock
          ("Communications Options") and shares of Media Stock ("Media Options")
          which are unexercised as of the Separation Time and which were issued
          pursuant to the terms of the Amended U S WEST 1994 Stock Plan, the U S
          WEST Media Group 1996 Stock Option Plan, the U S WEST Media Group 1997
          Stock Option Plan and the U S WEST Communications Group 1997 Stock
          Option Plan (collectively the "Option Plans") shall be treated as
          follows:

          (1)  New U S WEST shall assume the U S WEST Communications Group 1997
               Stock Option Plan and all obligations under such plan.

          (2)  MediaOne shall retain the U S WEST Media Group 1996 Stock Option
               Plan and the U S WEST Media Group 1997 Stock Option Plan and all
               obligations under such plans.

          (3)  MediaOne shall retain the Amended U S WEST 1994 Stock Plan and
               all obligations with respect to Media Options under such plan.

          (4)  New U S West shall establish a new stock plan to be effective as
               of the Separation Time and shall assume, under such plan, all
               obligations with respect to Communications Options issued under
               the Amended U S WEST 1994 Stock Plan.

          (5)  Unexercised options issued under any of the Option Plans shall
               continue in effect for their


                                      34

<PAGE>

               original term subject to paragraph (6) below and the following 
               adjustments to reflect the transactions contemplated by the 
               Separation Agreement.

               (i) No Media Dividend shall be distributed with respect to any
               Media Options.  However, in accordance with the following
               sentence, the number of Media Options held by any person shall be
               converted into a higher number of options to purchase shares of
               MediaOne Common Stock and the exercise price of each such option
               shall be decreased.  The number of options shall be increased and
               the exercise price of each share under each option shall be
               decreased to reflect the Media Dividend in a manner consistent
               with Accounting Rule EITF 90-9 in order to preserve the economic
               value of the options.  

               (ii)  The Communications Options shall be converted to options to
               purchase shares of New U S WEST Common Stock on a one for one
               basis; the exercise price shall not change.  

          (6)  Vested options under any of the Option Plans shall be exercised
               on and after the Separation Time by an Employee by contacting the
               stock plan administrator for his or her employer or former
               employer.  New U S WEST and MediaOne each agrees to act as agent
               (the "crossover agent") for the other in the case of an exercise
               of an option by an Employee of the crossover agent under an
               Option Plan of the non-employing company.  The crossover agent
               for the non-employing company shall, by itself and/or through its
               own third-party arrangements (i) effect an option exercise of the
               applicable shares; (ii) report such exercise to the non-employing
               company on a timely basis, not to exceed 30 days after the
               exercise; (iii) collect from the Employee, and remit and/or
               report to the Employee and/or the appropriate tax authorities, as
               applicable, all taxes incurred by the crossover agent (as the
               employing company) resulting from the exercise of an option under
               the non-employing company's Option Plan, and all taxes required
               to be withheld from the Employee's proceeds as a result of the
               exercise of an option under the non-employing company's Option
               Plan; (iv) deliver the stock to the Employee or pay the Employee
               the excess of the sales proceeds of


                                      35

<PAGE>

               the applicable shares over the sum of the exercise price and all 
               taxes required to be withheld from the Employee's proceeds as a 
               result of the exercise; and (v) pay the non-employing company an 
               amount equal to the exercise price of such option on a timely 
               basis, not to exceed 30 days after the exercise.  In addition, 
               the non-employing company agrees to honor the separation 
               policies adopted by the crossover agent (or its subsidiaries) 
               for purposes of determining if a separated Employee is eligible 
               to exercise an option under the non-employing company's Option 
               Plan.  New U S WEST and MediaOne shall agree on the treatment of 
               options exercised by Terminated Employees after the Separation 
               Time.

     (b)  Restricted Stock.  Communications Stock and Media Stock issued to
          Employees or Terminated Employees under the Amended U S WEST 1994
          Stock Plan which has not become vested under the terms of that plan as
          of the Separation Time ("Restricted Communications Stock" and
          "Restricted Media Stock" respectively) shall be treated as follows: 

          (1)  Immediately prior to the Separation Time, Media Employees and
               Terminated Media Employees shall surrender any Restricted
               Communications Stock they hold and receive Restricted Media Stock
               in exchange.  The number of shares of Restricted Media Stock
               received by each such individual shall equal the number of shares
               of Restricted Communications Stock surrendered by such individual
               multiplied by 1.0645 and further multiplied by the ratio of the
               Average Value of the Communications Stock to the Average Value of
               the Media Stock.  

          (2)  Immediately prior to the Separation Time, Communications
               Employees, Terminated Communications Employees and Terminated
               Inc. Employees shall surrender any Restricted Media Stock they
               hold as of the Separation Time and receive Restricted
               Communications Stock in exchange.  The number of shares of
               Restricted Communications Stock received by each such individual
               shall equal that number of shares of Restricted Media Stock
               surrendered by such individual multiplied by 1.0645 and further
               multiplied by the ratio of the Average Value of the Media Stock
               to the Average Value of the Communications Stock.


                                      36

<PAGE>

          (3)  Following the adjustments in paragraphs (1) and (2) above,
               MediaOne shall retain the Amended U S WEST 1994 Stock Plan and
               all obligations under such plan with respect to Media Restricted
               Stock and shall amend such plan to provide for restricted stock
               ("Restricted MediaOne Common Stock") after the Separation Time. 
               In order to reflect the transactions contemplated by the
               Separation Agreement, the Restricted Media Stock shall be subject
               to the following adjustments.  Following the adjustments in
               paragraphs (1) and (2) above, (i) the Restricted Media Stock
               shall be converted to Restricted MediaOne Common Stock on a one
               for one basis and (ii) each share of Restricted Media Stock,
               including shares described in paragraph (1) above but not those
               described in paragraph (2) above, shall receive the Media
               Dividend, provided that such Media Dividend shall be free of all
               restrictions under the plan.

          (4)  Following the adjustments in paragraphs (1) and (2) above, New U
               S WEST shall assume, under the new stock plan adopted pursuant to
               subsection (a)(4) above, all obligations under the Amended U S
               WEST 1994 Stock Plan with respect to Restricted Communications
               Stock and shall amend such plan to provide for restricted stock
               ("Restricted New U S WEST Common Stock") after the Separation
               Time.  In order to reflect the transactions contemplated by the
               Separation Agreement, following the adjustments in paragraphs (1)
               and (2) above, the Restricted Communications Stock shall be
               converted to Restricted New U S WEST Common Stock on a one for
               one basis.  

          (5)  Except for the Media Dividend set forth in paragraph (3) above,
               each share of Restricted New U S WEST Common Stock and Restricted
               MediaOne Common Stock outstanding after the application of the
               foregoing paragraphs of this subsection (b) ("Post-Separation
               Restricted Stock") shall vest in accordance with the vesting
               period applicable to the grant of restricted stock to which each
               share of Post-Separation Restricted Stock is attributable.

     (c)  LTIP.  The U S WEST Communications Long-Term Incentive Plan ("LTIP")
          shall be terminated as of the Separation Time and a new long-term
          incentive plan (the "Communications LTIP") shall be established by


                                      37

<PAGE>

          New U S WEST.  Awards under the LTIP to Communications Employees 
          shall be assumed by the Communications LTIP and shall continue under 
          their original terms subject to adjustment to reflect the transactions
          contemplated by the Separation Agreement; MediaOne shall cease to have
          any Liability with respect to such awards.  The measurement period for
          awards under the LTIP to Media Employees shall terminate as of the
          Separation Time and the awards shall be calculated and paid out in
          Restricted MediaOne Group Common Stock as of that time.

     (d)  ESTIP.  The U S WEST, Inc. Executive Short Term Incentive Plan
          ("ESTIP") shall be retained by MediaOne and a new executive incentive
          plan (the "Communications ESTIP") shall be established by New  U S
          WEST.  Awards under the ESTIP to Communications Employees shall be
          assumed by the Communications ESTIP and shall continue under their
          original terms subject to adjustment to reflect the transactions
          contemplated by the Separation Agreement; MediaOne shall cease to have
          any Liability with respect to such awards.

     (e)  Phantom Stock.  The units issued under the Amended U S WEST 1994 Stock
          Plan which are valued in accordance with Communications Stock
          ("Phantom Communications Stock") and the units issued under the
          Amended U S WEST 1994 Stock Plan which are valued in accordance with
          Media Stock ("Phantom Media Stock") shall be treated as follows: 

          (1)  The Phantom Communications Stock of a Media Employee or a Media
               Director (as defined in Section 10(g) below) prior to the
               Separation Time shall be converted into Phantom Media Stock
               immediately prior to the Separation Time. The number of units of
               Phantom Media Stock received by each such individual shall equal
               the number of units of Phantom Communications Stock surrendered
               by such individual multiplied by the ratio of the Average Value
               of the Communications Stock to the Average Value of the Media
               Stock.  

          (2)  The Phantom Media Stock of a Communications Employee or
               Communications Director (as defined in Section 10(g) below) prior
               to the Separation Time shall be converted into Phantom
               Communications Stock immediately prior to the Separation Time. 
               The number of units of Phantom Communications Stock received by
               each such individual shall equal the number of units


                                      38

<PAGE>

               of Phantom Media Stock surrendered by such individual multiplied 
               by the ratio of the Average Value of the Media Stock to the 
               Average Value of the Communications Stock.

          (3)  Following the adjustments in paragraphs (1) and (2) above,
               MediaOne shall retain the Amended U S WEST 1994 Stock Plan and
               all obligations under such plan with respect to Phantom Media
               Stock and shall amend such plan to provide for units which are
               valued in accordance with MediaOne Common Stock ("Phantom
               MediaOne Common Stock") after the Separation Time.  In order to
               reflect the transactions contemplated by the Separation
               Agreement, following the adjustments in paragraphs (1) and (2)
               above, the Phantom Media Stock, including units described in
               paragraph (1) above but not those described in paragraph (2)
               above, shall be converted to Phantom MediaOne Common Stock on the
               following basis.  The number of units of Phantom MediaOne Common
               Stock credited shall equal the number of units of Phantom Media
               Stock surrendered by such individual multiplied by the ratio of
               the Average Value of the Media Stock to the excess of the Average
               Value of the Media Stock over the product of the Dividend Number
               multiplied by the Average Value of the Communications Stock.  

          (4)  Following the adjustments in paragraphs (1) and (2) above, New U
               S WEST shall assume, under the new stock plan adopted pursuant to
               subsection (a)(4) above, all obligations under the Amended U S
               WEST 1994 Stock Plan with respect to Phantom Communications Stock
               and shall amend such plan to provide for units which are valued
               in accordance with New U S WEST Common Stock  ("Phantom New U S
               WEST Common Stock") after the Separation Time.  In order to
               reflect the transactions contemplated by the Separation
               Agreement, following the adjustments in paragraphs (1) and (2)
               above, the Phantom Communications Stock shall be converted to
               Phantom New U S WEST Common Stock on a one for one basis.  

          (5)  MediaOne and New U S WEST shall cause all plans referred to in
               this subsection (e) to be amended, as appropriate, to effect the
               changes described herein as of the Separation Time.


                                      39

<PAGE>

10.  OTHER BENEFITS.

     (a)  Top-hat plans.  As of the Separation Time:

          (1)  New U S WEST or a Subsidiary shall assume all plans maintained by
               the Existing U S WEST Group prior to the Separation Time which
               are intended to be described in Section 201(2) of ERISA ("Top-hat
               Plans") and all Liabilities and obligations with respect to
               Communications Employees, Terminated Communications Employees and
               Terminated Inc. Employees under such plans.  Such Top-hat Plans
               shall include, without limitation, the U S WEST Nonqualified
               Pension Plan and the U S WEST Deferred Compensation Plan.  All
               such plans shall be Communications Employee Benefit Plans.  The
               MediaOne Group shall have no Liabilities with respect to such
               plans. 

          (2)  MediaOne or a Subsidiary shall establish new Top-hat Plans
               corresponding to the Top-hat Plans maintained by the Existing U S
               WEST Group before the Separation Time and shall assume, under
               such plans, all Liabilities and obligations with respect to Media
               Employees and Terminated Media Employees under the Top-hat Plans
               maintained by the Existing U S WEST Group prior to the Separation
               Time.  All such plans shall be Media Employee Benefit Plans.  All
               such Liabilities and obligations shall cease to be Liabilities or
               obligations of the Top-hat Plans assumed by New U S WEST pursuant
               to the preceding paragraph (1).  
 
          (3)  Subject to paragraph (4) below, any trusts maintained by Existing
               U S WEST or its Subsidiaries for the purpose of providing
               benefits under a Top-hat Plan (the "Existing U S WEST Rabbi
               Trusts") shall be transferred to and assumed by New U S WEST.

          (4)  MediaOne or a Subsidiary shall establish prior to the Separation
               Time one or more trusts (the "MediaOne Rabbi Trusts") for the
               purpose of providing benefits under its Top-hat Plans which
               correspond to the Existing U S WEST Rabbi Trusts.  As of the
               Separation Time, Existing U S West shall cause the trustee or
               trustees of the Existing U S WEST Rabbi Trusts to transfer to the
               trustee or trustees of the MediaOne Rabbi Trusts any amounts held
               in the Existing U


                                      40

<PAGE>

               S WEST Rabbi Trusts attributable to the benefits of Terminated 
               Media Employees.

     (b)  Employment contracts.  Except for the severance agreements with
          members of the Executive Group, all individual employment contracts,
          including but not limited to severance agreements, retention
          agreements, change-of-control agreements and letter agreements,
          entered into by a member of the Existing U S WEST Group and a single
          Communications Employee or a Terminated Communications Employee shall
          be retained by, or assigned to and assumed by, as applicable, the New
          U S WEST Group, provided they do not expire by their own terms as of
          the Separation Time.  The MediaOne Group shall have no Liabilities
          with respect to such agreements.  Any such employment contracts, other
          than agreements described in paragraph (d) below, entered into by any
          member of the Existing U S WEST Group and a single Media Employee or a
          Terminated Media Employee shall be retained by, or assigned to and
          assumed by, as applicable, the MediaOne Group, provided they do not
          expire by their own terms as of the Separation Time.  The New U S WEST
          Group shall have no Liabilities with respect to such agreements.  Any
          Liability under such employment contracts, other than the severance
          agreements with members of the Executive Group, entered into by any
          member of the Existing U S WEST Group and a single Terminated Inc.
          Employee shall be borne in accordance with Section 2(c) and (f) of
          this EM Agreement.

     (c)  Split-dollar contracts.  All split-dollar insurance contracts entered
          into by the Existing U S WEST Group for the benefit of a
          Communications Employee or a Terminated Communications Employee shall
          be retained by, or assigned to and assumed by, as applicable, New U S
          WEST; the MediaOne Group shall have no interest in, or Liabilities
          with respect to, such contracts.  Any such split-dollar insurance
          contracts entered into by the Existing U S WEST Group for the benefit
          of a Media Employee or a Terminated Media Employee shall be retained
          by, or assigned to and assumed by, as applicable, MediaOne; the New U
          S WEST Group shall have no interest in, or Liabilities with respect
          to, such contracts.  In order to assign and assume any such split
          dollar life policies, the parties agree to accept any collateral
          assignments, policy endorsements or such other documentation executed
          by or on behalf of the applicable employees or terminated employees,
          or any trustee of any trust to which such policy rights or incidents
          of ownership under the policies have been assigned, as well as


                                      41

<PAGE>

          entering into any such agreements as may be necessary to fulfill
          obligations to any insurance company or insurance agent or broker
          under the policies to be assigned.  

     (d)  Ex-Pat Employees.  This sub-section applies to Employees ("Ex-Pat
          Employees") currently employed by International who have entered into
          agreements with Existing U S WEST or a Subsidiary which give such
          Employees re-employment rights with Existing U S WEST or a domestic
          Subsidiary thereof.  If an Ex-Pat Employee notifies Existing U S WEST
          in writing prior to May 1, 1998 that he wishes to exercise his right
          to return to domestic employment prior to the Separation Time, the
          Communications Business will either:  (1) re-employ the Ex-Pat
          Employee in accordance with his re-employment right; or (2) enter into
          a new agreement with the Ex-Pat Employee terminating his re-employment
          right.  Any costs associated with re-employing the Ex-Pat Employee or
          terminating his re-employment right in accordance with the prior
          sentence shall be borne by the Communications Business.  If an Ex-Pat
          Employee does not notify Existing U S WEST in writing prior to May 1,
          1998 that he wishes to exercise his right to return to domestic
          employment prior to the Separation Time, all obligations under the
          agreement which provides the re-employment right shall be assumed by
          MediaOne.  Any costs associated with assuming the re-employment right
          of the Ex-Pat Employee in accordance with the prior sentence shall be
          borne by New U S WEST and/or MediaOne as determined by the parties
          through good faith negotiations to be completed prior to the
          Separation Time. 

     (e)  Vail Trust.  The Theodore N. Vail Memorial Fund shall be transferred
          to and assumed by New U S WEST as of the Separation Time.

     (f)  Leaves of Absence.  Each member of the MediaOne Group and the New U S
          WEST Group shall honor all terms and conditions of leaves of absence
          that have been granted to any Employee before the Separation Time,
          including such leaves that are commenced after the Separation Time, to
          the extent that such Employees are assigned to that entity.  Each such
          entity shall be solely responsible for administering such leaves of
          absence and compliance with all applicable laws relating to leaves of
          absence, including the Family Medical Leave Act.  Unless members of
          the New U S WEST Group or MediaOne Group adopt other policies prior to
          the Separation Time, each shall be considered to have adopted leave of
          absence programs,


                                      42

<PAGE>

          effective as of the Separation Time, which are substantially 
          identical in all material respects to the leave of absence programs 
          in effect at the respective entities at the Separation Time.

     (g)  Non-Employee Director Plans.  

          (1)  As of the Separation Time, New U S WEST shall assume the 
               Non-Employee Director Plans and all Liabilities and obligations 
               under such plans with respect to individuals who will be 
               directors of New U S WEST immediately after the Separation Time 
               and Retired Non-Employee Directors (collectively referred to as
               "Communications Directors").  The MediaOne Group shall have no
               Liabilities with respect to such agreements.

          (2)  As of the Separation Time, MediaOne shall establish new plans for
               its non-employee directors ("Media Non-Employee Director Plans")
               corresponding to the Non-Employee Director Plans maintained by U
               S WEST before the Separation Time and shall assume, under such
               plans, all Liabilities and obligations under the Non-Employee
               Director Plans with respect to individuals who will be directors
               of MediaOne ("Media Directors") immediately after the Separation
               Time.  All such Liabilities and obligations shall cease to be
               Liabilities or obligations of the Non-Employee Director Plans
               assumed by New U S WEST pursuant to paragraph (1) above.  The New
               U S WEST Group shall have no Liabilities with respect to such
               agreements. 

          (3)  MediaOne and New U S WEST shall cause all plans referred to in
               this sub-section (g) to be amended, as appropriate, to effect the
               changes described herein as of the Separation Time.

     (h)  Non-Employee State Executive Board Plan.  As of the Separation Time,
          New U S WEST shall assume the U S WEST Communications, Inc. 
          Non-Employee State Executive Board Deferred Compensation Plan (and any
          predecessor plan) and be solely responsible for all Liabilities
          thereunder.  New U S WEST shall cause such plan to be amended, as
          appropriate, to effect the changes described herein as of the
          Separation Time.


                                      43

<PAGE>

11.  PORTABILITY.

     Existing U S WEST and, if necessary after the Separation Time, MediaOne and
     New U S WEST shall use reasonable best efforts to seek an amendment of the
     Mandatory Portability Agreement established as of January 1, 1985, as
     referenced in the U S WEST Pension Plan (the "MPA"), to allow New U S WEST
     to become a "Tier II Signatory Company" under the MPA with the same rights
     and obligations as have been granted to AirTouch Communications, Inc. as a
     Tier II Signatory Company.  MediaOne and New U S WEST may mutually agree to
     additional situations where service credit would be granted for employees
     transferring between one another (or their Subsidiaries) with associated
     trust asset transfers after the Separation Time.

12.  FURTHER AGREEMENTS.

     (a)  From and after the Separation Time, MediaOne shall, and shall cause
          its Subsidiaries and successors to, provide credit under all Media
          Employee Arrangements and Media Employee Benefit Plans to Media
          Employees and Terminated Media Employees for service with the Existing
          U S WEST Group prior to the Separation Time for purposes of
          eligibility to participate, vesting and eligibility to retire, and for
          purposes of calculating any severance benefits, to the same extent
          such credit was provided under Employee Arrangements and Employee
          Benefit Plans prior to the Separation Time.

     (b)  From and after the Separation Time, New U S WEST shall, and shall
          cause its Subsidiaries and successors to, provide credit under all
          Communications Employee Arrangements and Communications Employee
          Benefit Plans to Communications Employees, Terminated Communications
          Employees and Terminated Inc. Employees for service with the Existing
          U S WEST Group prior to the Separation Time for purposes of
          eligibility to participate, vesting and eligibility to retire, and for
          purposes of calculating any severance benefits, to the same extent
          such credit was provided under Employee Arrangements and Employee
          Benefit Plans prior to the Separation Time.

     (c)  MediaOne and New U S WEST shall promptly reimburse each other for all
          valid liability and expenses addressed in this EM Agreement which are
          paid by the other and that constitutes a liability of MediaOne or New
          U S WEST, as the case may be, upon presentation of an invoice thereon.
          In the event that payment in full is not received within 45 days from
          the date of


                                      44

<PAGE>

          the invoice, interest shall accrue at the rate of 7% per annum from 
          the date of the invoice.

13.  COOPERATION.

     (a)  MediaOne, New U S WEST and their Subsidiaries shall cooperate with
          each other in carrying out, implementing and defending the terms of
          this EM Agreement, including cooperating with each other with respect
          to any claims or litigation challenging the terms of the EM Agreement.

     (b)  Each party shall exchange such information with the other party and
          their respective agents and vendors (without obtaining releases), as
          may be reasonably requested by the other party, with respect thereto. 
          MediaOne and New U S WEST and their respective authorized agents
          shall, subject to applicable laws on confidentiality, be given
          reasonable and timely access to, and may make copies of, all
          information relating to the subjects of this EM Agreement in the
          custody of the other party, to the extent reasonably requested by the
          other party.  If any provision of this Agreement is dependent on the
          consent of any third party (such as a vendor or a union) and such
          consent is withheld, MediaOne and New U S WEST shall use their
          reasonable best efforts to implement the applicable provisions of this
          Agreement to the full extent practicable.  If any provision of this
          Agreement cannot be implemented due to the failure of such third party
          to consent, MediaOne and New U S WEST shall negotiate in good faith to
          implement the provision in a mutually satisfactory manner.  The phrase
          "reasonable best efforts" as used herein shall not be construed to
          require the incurrence of any non-routine or unreasonable expense or
          liability or the waiver of any right of MediaOne and New U S WEST (and
          their respective Subsidiaries).

     (c)  MediaOne and New U S WEST agree to good faith mutual cooperation in
          any investigation, inquiry or litigation which jointly involves them
          or in which either party makes a reasonable request for such
          cooperation.  Each party will make its Employees available on a
          reasonable basis to give testimony and assistance in connection with
          any lawsuit, dispute, investigation or proceeding involving the other
          party and arising out of activities for which the Employee had
          responsibility prior to the Separation Time.  The party requesting
          such availability (the "Requesting Party") shall reimburse the
          Employee for all reasonable out-of-pocket travel and other expenses
          incurred in so cooperating, including without


                                      45

<PAGE>

          limitation airplane fare, hotel accommodations, meal charges and 
          other similar expenses, as well as reasonable fees and 
          disbursements for independent counsel for the Employee, if the 
          matter requires that the Employee have independent representation. 
          Such expenses will be reimbursed promptly after Employee's 
          submission to the Requesting Party of statements and such 
          reasonable detail as the Requesting Party may require.  Any 
          request for cooperation, and the degree of cooperation provided, 
          pursuant to this paragraph will take into account (1) the 
          significance of the matters at issue in the lawsuit, dispute, 
          investigation or proceeding, and (ii) the Employee's other 
          personal and business commitments.  In any case in which either 
          MediaOne or New U S WEST becomes aware that one of its Employees 
          is called (except by the other party) as a witness to testify in 
          any discovery or court proceeding relating to the other party, the 
          party employing such individual will notify the other party 
          immediately in order to give the other party a reasonable 
          opportunity to appear and/or assert any privilege to which it may 
          be entitled.

14.  NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES.

     (a)  No provision of this EM Agreement or the Separation Agreement shall be
          construed to create any right, or accelerate entitlement, to any
          compensation or benefit whatsoever on the part of any Employee or
          Terminated Employee or other future, present or former employee of
          MediaOne, New U S WEST, or their respective Subsidiaries under any
          Employee Benefit Plan or Employee Arrangement maintained by any of
          such entities or otherwise.  

     (b)  Without limiting the generality of the foregoing provisions of
          subsection 14(a) above, except for the severance agreements applicable
          to the Executive Group, neither (1) the transactions described in the
          Separation Agreement including without limitation the Reorganization,
          Contribution and Separation, (2) the termination of the Participating
          Company status of New U S WEST or a New U S WEST Subsidiary, (3) the
          transfer of sponsorship of any Employee Benefit Plans or Employee
          Arrangements to New U S WEST, (4) the transfer of an Employee from one
          member of the Existing U S WEST Group to another member in connection
          with or in anticipation of the Reorganization, Contribution or
          Separation at any time on or before the Separation Time nor (5) the
          assignment and transfer of an Employee to the New U S


                                      46

<PAGE>

          WEST Group or MediaOne Group, shall cause any Employee to be 
          deemed to have incurred a termination of employment which entitles 
          such individual to the commencement of benefits under any Employee 
          Benefit Plan or Employee Arrangement maintained by MediaOne, New U 
          S WEST, or their respective Subsidiaries; nor shall any of the 
          events set forth in clauses (1) through (5) of this subsection 
          14(b) be treated as, or result in, a change in control under any 
          such Employee Benefit Plan or Employee Arrangement. 

     (c)  To the extent applicable, each Employee Benefit Plan and Employee
          Arrangement is hereby amended (without the need for further action) to
          incorporate the provisions stated in subsection 14(b).

     (d)  Except as expressly provided in this Agreement, nothing in this
          Agreement shall preclude New U S WEST or MediaOne or their respective
          Subsidiaries, at any time after the Separation Time, from amending,
          merging, modifying, terminating, eliminating, reducing, or otherwise
          altering in any respect any Employee Benefit Plan or Employee
          Arrangement maintained by such party, any benefit under any such plan
          or arrangement, or any trust, insurance policy or funding vehicle
          related to any such plan or arrangement.  

     (e)  No provision in this EM Agreement or in the Separation Agreement shall
          confer upon any person other than the signatories hereto any rights or
          remedies with respect to the employment, compensation, benefits, or
          other terms and conditions of employment of any persons.

15.  MISCELLANEOUS.

     (a)  Payment of 1998 Administrative Costs and Expenses. Each member of the
          Existing U S WEST Group shall be responsible for their allocable share
          of the budgeted costs for benefits in 1998 until the Separation Time,
          as well as their allocable share of unanticipated expenses incurred
          prior to the Separation Time.  In addition, MediaOne shall pay New
          U S WEST for all expenses and costs relating to benefits incurred
          after the Separation Time to the extent that the additional
          expenses are (i) reasonable and necessary and (ii) incurred as a
          result of, and for the purpose of, the normal administration of the
          Media Employee Benefit Plans or Employee Arrangements after the
          Separation Time.  If any expenses are incurred at the request of
          MediaOne, they shall be the sole responsibility of MediaOne.


                                      47

<PAGE>

     (b)  Audit Rights.

          (1)  Information Provided.  Each of MediaOne and New U S WEST, and
          their duly authorized representatives, shall have the right to conduct
          audits with respect to all information provided to it by the other
          party.  The party conducting the audit (the "Auditing Party") shall
          have the sole discretion to determine the procedures and guidelines
          for conducting audits and the selection of audit representatives under
          this paragraph (1); provided, that no audits shall be permitted with
          respect to the allocation or transfer of plan assets and liabilities. 
          The Auditing Party shall have the right to make copies of any records
          at its expense, subject to the confidentiality provisions set forth in
          the Separation Agreement, which are incorporated by reference herein. 
          The party being audited shall provide the Auditing Party's
          representatives with reasonable access during normal business hours to
          its operations, computer systems and paper and electronic files, and
          provide workspace to its representatives.  After any audit is
          completed, the party being audited shall have the right to review a
          draft of the audit findings and to comment on those findings in
          writing within five business days after receiving such draft.

          The Auditing Party's audit rights under this paragraph (1) shall
          include the right to audit, or participate in an audit facilitated by
          the party being audited, of any Subsidiaries and Affiliates of the
          party being audited and of any benefit providers and third parties
          with whom the party being audited has a relationship, or agents of
          such party, to the extent any such persons are affected by or
          addressed in this Agreement (collectively, the "Non-parties"). The
          party being audited shall, upon written request from the Auditing
          Party, provide an individual (at the Auditing Party's expense) to
          supervise any audit of a Non-party.  The Auditing Party shall be
          responsible for supplying, at the Auditing Party's expense, additional
          personnel sufficient to complete the audit in a reasonably timely
          manner.  The responsibility of the party being audited shall be
          limited to providing, at the Auditing Party's expense, a single
          individual at each audited site for purposes of facilitating the
          audit.

          (2)  Vendor Contracts.  After the Separation Time, MediaOne and New U
          S WEST and their duly authorized representatives shall have the right
          to conduct joint audits with respect to any Provider Contracts that
          relate to both the MediaOne Welfare Plans and the New


                                      48

<PAGE>

          U S WEST Welfare Plans.  The scope of such audits shall encompass 
          the review of all correspondence, account records, claim forms, 
          cancelled drafts (unless retained by the bank), provider bills, 
          medical records submitted with claims, billing corrections, 
          vendor's internal corrections of previous errors and any other 
          documents or instruments relating to the services performed by the 
          vendor under the applicable vendor contracts. MediaOne and New U S 
          WEST shall agree on the performance standards, audit methodology, 
          auditing policy and quality measures and reporting requirements 
          relating to the audits described in this paragraph (2) and the 
          manner in which costs incurred in connection with such audits will 
          be shared.

     (c)  Beneficiary Designations.  All beneficiary designations made under the
          Employee Benefit Plans or Employee Arrangements prior to the
          Separation Time shall be transferred to and be in full force and
          effect under the corresponding new Communications or Media Employee
          Benefit Plans or Employee Arrangements until such beneficiary
          designations are replaced or revoked by the individual who made the
          beneficiary designation.

     (d)  Effect If Separation Does Not Occur.  If the Separation does not
          occur, then all actions and events that are, under this EM Agreement,
          to be taken or occur effective as of the Separation Time, immediately
          after the Separation Time, or otherwise contingent upon or in
          connection with the Separation, shall not be taken or occur.  In
          addition, to the extent actions are taken or events occur prior to the
          Separation Time in connection with the Reorganization or Contribution
          or in anticipation of the Separation, then such events or actions
          shall be reversed or deemed null and void.

     (e)  Provisions of Separation Agreement.  The provisions of Articles X -
          XII of the Separation Agreement shall, to the extent applicable and
          not inconsistent with this EM Agreement, shall also apply to this EM
          Agreement.


                                      49

<PAGE>

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

                    U S WEST, Inc.


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


                    USW-C, Inc.


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

                    
                    U S WEST Multimedia Communications, 
                    Inc., plan sponsor of the:
                    Media Pension Plan
                    Media Savings Plan
                    Media VEBA
                    Other Media Employee Benefit Plans


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


                    USW-C, Inc., plan sponsor of the:
                    U S WEST Pension Plan
                    U S WEST Savings Plan
                    MBAT and Life Insurance Trust
                    Other Communications Employee Benefit Plans


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


                                      50