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                                   MEDIAONE GROUP
                             DEFERRED COMPENSATION PLAN

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                                 TABLE OF CONTENTS
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PREAMBLE                                                                   1

ARTICLE I           DEFINITIONS                                            1

ARTICLE  II         PARTICIPATION                                          3

     Section 2.1    Eligibility to Participate                             3
     Section 2.2    Election of Deferred Compensation                      3
     Section 2.3    Participants' Accounts                                 4

ARTICLE III         DEFERRED ACCOUNTS                                      4

     Section 3.1    Crediting of Deferrals--Cash Account                   4
     Section 3.2    Crediting of Deferrals--Company Shares Account         4
     Section 3.3    Transferring Shares Between Accounts                   4
     Section 3.4    Dividends on Company Shares Accounts                   4
     Section 3.5    Cash Account                                           5
     Section 3.6    Change in Outstanding Shares                           5

ARTICLE  IV         MATCHING COMPANY CONTRIBUTIONS                         5

     Section 4.1    Funds Eligible for Company Match                       5
     Section 4.2    Forfeiture of Company Match                            5
     Section 4.3    Company Match Investment                               6

ARTICLE V           DISTRIBUTION                                           6

     Section 5.1    Timing of Distribution                                 6
     Section 5.2    Form of Distribution                                   6
     Section 5.3    Automatic Lump Sum Distribution                        7
     Section 5.4    Distribution to Beneficiaries                          7
     Section 5.5    Unforeseeable Emergency                                7

ARTICLE VI          CHANGE IN CONTROL                                      8

     Section 6.1    Change in Control                                      8
     Section 6.2    Change in Control Defined                              9

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ARTICLE  VII        MISCELLANEOUS                                          9

     Section 7.1    Satisfaction of Interests                              9
     Section 7.2    Inalienability of Benefits                             9
     Section 7.3    Effect on Employment                                   10
     Section 7.4    Taxation                                               10
     Section 7.5    Amendment or Termination                               10
     Section 7.6    Binding Effect                                         10
     Section 7.7    Status of Participants                                 10
     Section 7.8    Governing Law                                          11
     Section 7.9    Federal Securities Law                                 11

ARTICLE VIII        CLAIMS PROCEDURE                                       11

     Section 8.1    Disputes                                               11
     Section 8.2    Submission of Claims                                   11
     Section 8.3    Denial of Claim                                        11
     Section 8.4    Adequate Notice                                        11
     Section 8.5    Review of Claim                                        11
     Section 8.6    Decision on Claim                                      12

SIGNATURE PAGE                                                             12
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                                 MEDIAONE GROUP
                           DEFERRED COMPENSATION PLAN

                                   PREAMBLE

     Prior to the Separation Time, U S WEST, Inc. maintained the U S WEST, 
Inc. Deferred Compensation Plan (the "U S WEST Plan") to permit certain 
employees of U S WEST to defer receipt of a portion of their compensation and 
to provide a "matching credit" with respect to all or a portion of such 
deferred compensation.  As of the Separation Time, the MediaOne Group, Inc. 
Deferred Compensation Plan (the "Plan") was adopted as set forth herein to 
permit certain MediaOne Group employees to defer a portion of their 
compensation and to provide a "matching credit" with respect to all or a 
portion of such deferred compensation.  As of the Separation Time, U S WEST, 
Inc. and the U S WEST Plan shall have no liability for benefits accrued under 
the U S WEST Plan by individuals who participated in the U S WEST Plan prior 
to the Separation Time and who are employees of MediaOne Group, Inc. at the 
Separation Time.  MediaOne Group, Inc. and this Plan shall assume all of the 
liabilities accrued under the U S WEST Plan relating to such individuals.

     The Plan is intended to be a nonqualified deferred compensation 
"top-hat" plan for "a select group of management or highly compensated 
employees," as that phrase is used in the Employee Retirement Income Security 
Act of 1974, as amended ("ERISA").

                                   ARTICLE I

                                  DEFINITIONS

     1.1  "ADMINISTRATOR" means the Senior Vice President-Human Resources of 
the Company or his or her delegate (or, in the event the Plan benefits of the 
Senior Vice President-Human Resources are directly or indirectly impacted by 
any claim for benefits, the Chairperson of the Committee or his or her 
delegate).

     1.2  "BOARD OF DIRECTORS" means the Board of Directors of the Company.

     1.3  "CODE" means the Internal Revenue Code of 1986, as amended.

     1.4  "COMMITTEE" means the Human Resources Committee of the Board of 
Directors or its delegate.

     1.5  "COMPANY" means MediaOne Group, Inc., a Delaware corporation, any 
successor Company and any adopting subsidiaries approved by MediaOne Group, 
Inc. or its successor.

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     1.6  "DEFERRED COMPENSATION" means Eligible Compensation deferred under 
the Plan, reduced by any taxes deducted in accordance with Section 7.5.

     1.7  "ELIGIBLE COMPENSATION" means (a)  any award payable under an 
annual incentive program, including a team award and an STIP, (b)  Excluded 
Compensation, and (c)  Pay (as defined in the Savings Plan) earned by a 
Participant during a Plan Year after the Participant has contributed to the 
Savings Plan the maximum pre-tax contribution permitted under section 402(g) 
of the Code.

     1.8  "ELIGIBLE EMPLOYEE" means any management or highly compensated 
employee of the Company solicited by the Administrator in his or her sole 
discretion.

     1.9  "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended.

     1.10 "EXCLUDED COMPENSATION" means that part of a Participant's Pay (as 
defined in the Savings Plan) earned from the Company that exceeds the dollar 
limit in effect during the Plan Year under section 401(a)(17) of the Code or 
exceeds any other limit established by the Administrator.

     1.11 "NEW EXECUTIVE" means an Eligible Employee who has not met the 
minimum service requirements of the Savings Plan and any individual who, 
during the Plan Year is promoted to a key executive or managerial position.

     1.12 "PARTICIPANT" means an Eligible Employee who has elected to 
participate in the Plan.

     1.13 "PENSION PLAN" means the MediaOne Group Pension Plan, as amended 
from time to time.

     1.14 "PLAN" means this MediaOne Group Deferred Compensation Plan, as 
amended from time to time.

     1.15 "PLAN YEAR" means the calendar year.

     1.16 "SAVINGS PLAN" means the MediaOne Group Savings Plan/ESOP, as 
amended from time to time.

     1.17 "SEPARATION TIME" means the time at which U S WEST, Inc., a 
Delaware corporation, ("Old U S WEST") is separated into two separate public 
companies, USW-C, Inc., renamed U S WEST, Inc. as of the Separation Time and 
U S WEST, Inc., renamed MediaOne Group, Inc. as of the Separation Time (the 
"Company").

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     1.18 "STIP" means any senior management short term incentive award, 
including any award under the Short Term Incentive Plan and the Executive 
Short Term Incentive Plan maintained by the Company.

                                  ARTICLE II

                                PARTICIPATION

     2.1  ELIGIBILITY TO PARTICIPATE.  Participation in the Plan shall be 
limited to Eligible Employees who are chosen to participate in the Plan by 
the Administrator in his or her sole discretion.

     2.2  ELECTION OF DEFERRED COMPENSATION.  Participants shall make 
irrevocable Deferred Compensation elections in such form as is specified by 
the Company.  A Deferred Compensation election shall apply only to Eligible 
Compensation earned during the Plan Year specified in the election, and shall 
specify the whole percentage to be deferred, up to 75% of Excluded 
Compensation and any annual incentive award or bonus other than an STIP and 
the whole percentage up to 100%, net of required withholding taxes, of any 
STIP.

     Deferred Compensation elections shall be made prior to the last day of 
the Plan Year preceding the Plan Year in which the services for which the 
compensation is payable are performed or, if earlier, prior to the close of 
the enrollment period specified by the Administrator.  Compensation shall 
actually be deferred at the time such compensation would otherwise be paid to 
the Participant (e.g., a deferral election regarding an annual award to be 
earned in 2000 must be made in 1999 and the actual deferral of such award 
shall be at the time the award becomes payable in 2001).  Notwithstanding the 
foregoing, New Executives shall make Deferred Compensation elections within 
30 days of the date their employment with the Company commences.

     Annual elections are voluntary and irrevocable as to the amount of 
Deferred Compensation.  A Participant's initial annual election must specify 
the time and form of payment (pursuant to Sections 5.1 and 5.2) of such 
Deferred Compensation and must specify the accounts to which deferrals shall 
be credited.  Once a Participant has specified the time and form of payment 
and the account to which deferrals shall be credited, such elections shall 
remain in effect and apply to subsequent years' Deferred Compensation until 
the Participant chooses different time, form and/or accounts in his or her 
annual election.  Payments attributable to the Company match shall be 
distributed at the same time and in the same form as the corresponding 
Deferred Compensation.

     Subject to the limitations below, a Participant may make an additional
election to change elections made in prior years regarding the timing and form
of distributions from all prior annual accounts.  Such additional elections
shall be made no more often than once every five years and only with regard to
prior years for which payment has not yet begun.  Any such additional election
shall be effective on the date that is six months after the date the Participant
made such election, provided the Participant has been continuously 

                                       3
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employed by the Company for such six-month period.  In the event a 
Participant requests an Additional Election within five years of the date of 
a previous Additional Election that has taken effect, or with respect to an 
account that is scheduled to be distributed or to commence distribution 
within 6 months of such election, such Additional Election shall be null and 
void.

     2.3  PARTICIPANTS' ACCOUNTS.  For every Plan Year, a separate 
bookkeeping account shall be maintained for each Participant.  Each 
Participant's accounts may include the following:  (a)  an account treated as 
invested in MediaOne Group, Inc. common stock (the "Company Shares Account"), 
(b)  an account treated as invested in cash, ("Cash Account"), and (c)  an 
account accumulating the Company match (the "Company Match Account"), which 
shall be treated as invested entirely in MediaOne Group, Inc. common stock in 
a Company Shares Account.

                                  ARTICLE III

                               DEFERRED ACCOUNTS

     3.1  CREDITING OF DEFERRALS -- CASH ACCOUNT.  A Participant may elect 
that up to 50% of his or her annual Deferred Compensation be credited to the 
Cash Account.  The Cash Account shall be merely a bookkeeping entry and shall 
not represent funds set aside and invested.

     3.2  CREDITING OF DEFERRALS - COMPANY SHARES ACCOUNT.  Pursuant to a 
Participant's election, Deferred Compensation (unless credited to the Cash 
Account) shall be credited to the Participant's Company Shares Account, which 
shall be credited with phantom shares of MediaOne Group, Inc. common stock.  
The amounts so credited shall be converted to shares of phantom stock in 
accordance with standard record keeping procedures.

     3.3  TRANSFERRING SHARES BETWEEN ACCOUNTS.  No more frequently than two 
times per year, or as otherwise determined by the Administrator, a 
Participant may elect to transfer all or a portion of his or her Cash Account 
to his or her Company Shares Account.  A Participant may not transfer any 
portion of his or her Company Shares Account to his or her Cash Account 
unless the Participant is no longer employed by the Company.

     3.4  DIVIDENDS ON COMPANY SHARES ACCOUNTS.  Participants shall be 
credited dividend payments on the phantom stock held in their Company Shares 
Accounts if, and to the extent, a dividend is paid by the Company on its 
common stock.  The amount credited shall be credited in shares of phantom 
stock and shall be calculated by multiplying the number of phantom shares 
held in the Participant's Company Shares Accounts by the dividend payable per 
share of Company common stock.

     3.5  CASH ACCOUNT.  Deferred Compensation that is credited to a
Participant's Cash Account shall be credited with additional amounts
representing earnings from the date 

                                       4
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the Deferred Compensation is credited to the Participant's Cash Account.  The 
crediting rate for such earnings shall be determined at the beginning of each 
quarter and shall be based on 10-year U.S. Treasury note rates plus 1% for 
deferrals credited after December 31, 1990 (DC-T Plus One).  Deferrals made 
to Cash Accounts prior to 1991 shall be credited with interest based on 
10-year U.S. Treasury note rates plus 2% (DC-T Plus Two).

     3.6  CHANGE IN OUTSTANDING SHARES.  In the event of any change in 
outstanding MediaOne Group, Inc. shares by reason of any stock dividend or 
split, recapitalization, merger, consolidation or exchange of shares or other 
similar corporate change, the Board of Directors or its delegate shall make 
such adjustments, if any, that it deems appropriate in the number of phantom 
shares then credited to the Participant's accounts.  Any and all such 
adjustments shall be conclusive and binding upon all parties concerned.

                                  ARTICLE IV

                         MATCHING COMPANY CONTRIBUTIONS

     4.1  FUNDS ELIGIBLE FOR COMPANY MATCH.  A Participant who has 
contributed the maximum before-tax amount permitted under Code section 402(g) 
to the Savings Plan, less the amount, if any, by which such contributions are 
reduced, recharacterized or refunded so that the Savings Plan may satisfy the 
actual deferral percentage test of Code section 401(k), shall receive 
matching contribution credits on his or her Deferred Compensation in 
accordance with the matching formula, if any, applicable to such Participant 
under the provisions of the Savings Plan, as if such Deferred Compensation 
had been contributed to the Savings Plan.  If a Participant contributes to 
both the Savings Plan and the Plan, deferrals under the Plan shall receive 
matching contributions credits only to the extent that the Participant has 
elected a contribution percentage under the Savings Plan that is less than 
the maximum percentage eligible for Company match under the Savings Plan.  
Annual incentive awards shall be eligible for a match without regard to 
whether the Participant is employed by the Company on the date the annual 
incentive award is paid.

     For purposes of matching contribution credits, STIP awards shall be 
eligible for a match without regard to whether the maximum before-tax amount 
permitted under Code section 402(g) has been met in the Savings Plan, without 
regard to whether the Participant's Pay (as defined in the Savings Plan) has 
exceeded the dollar limit in effect during the Plan Year under Code section 
401(a)(17)), and without regard to whether the Participant is employed by the 
Company on the date the STIP award is paid.

     4.2  FORFEITURE OF COMPANY MATCH.  Subject to Article 6, a Participant's 
Company matching contribution credits and the earnings thereon shall be 
subject to forfeiture unless and until the Participant is vested in the 
Company match in the Savings Plan.

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     4.3  COMPANY MATCH INVESTMENT.  The Company's matching contribution 
shall be credited to the Participant's Company Match Account and shall be 
treated as invested in accordance with Sections 2.3 and 3.2 above.

                                   ARTICLE V

                                  DISTRIBUTION

     5.1  TIMING OF DISTRIBUTION.  Benefit payments under the Plan shall 
commence at the time specified in the Participant's deferral election made 
pursuant to Section 2.2, which time may be while the Participant is employed 
by the Company; however, benefit payments shall commence no later than March 
of the Plan Year next following the earliest to occur of the following 
events:  (a) the date that is five years after the Participant's termination 
of employment, (b)  the Participant's 65th birthday if the Participant is not 
employed by the Company on such date, or (c)  the Participant's death.  If 
the Participant fails to specify a distribution date, the Participant's 
benefit payments shall commence no later than March of the Plan Year next 
following the Plan Year in which the Participant's termination of employment 
occurs.

     Notwithstanding the preceding paragraph, in the event that the Internal 
Revenue Service or a court determines that amounts deferred under the Plan 
are currently taxable to any Participant due to the administration, operation 
or any provision of the Plan, the Committee shall have the discretion to 
cause such taxable amounts to be distributed to such Participant during the 
year in which such amounts are taxable or during any year thereafter.

     5.2  FORM OF DISTRIBUTION.

     (a)  At the time a Participant makes an election to participate in the 
Plan, the Participant shall also make an election with respect to the form or 
timing of distribution of the amounts credited to such Participant's account. 
Such election shall be made at the same time as part of the election made in 
Section 2.2 above.  Amounts shall be distributed in cash, provided, however 
that a Participant may elect to receive amounts credited to the Participant's 
Company Shares Accounts as shares of MediaOne Group, Inc. common stock.

     (b)  A Participant may elect to receive the amount credited to such 
Participant's accounts:  (i)  in one lump sum payment, (ii)  in some other 
whole number of approximately equal or percentage-based annual installments, 
not to exceed ten installments, or (iii)  in a combination of a lump sum and 
installments; except that if the total amount credited to all of a 
Participant's accounts is less than $10,000 at the time benefits commence, 
such amount shall be distributed as a lump sum pursuant to Section 5.3.  
Notwithstanding the foregoing, Participants who commence a leave of absence 
or other assignment approved by the Company or continue to accrue service 
credit with the Company following their termination of employment shall not 
be subject to an automatic lump sum distribution from the Plan.

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     5.3  AUTOMATIC LUMP SUM DISTRIBUTION.  The entire amount credited to a 
Participant's account shall be paid in a single payment to the Participant in 
March of the Plan Year next following the Plan Year in which the 
Participant's termination of employment occurs if:  (a)  a Participant failed 
to specify a form of payment, (b)  a Participant's balance is less than 
$10,000 and the Participant has not received prior payments under the Plan, 
or (c)  a Participant becomes a proprietor, officer, partner, employee, 
agent, or otherwise enters into a similar relationship with a competitor or a 
governmental agency having jurisdiction over the activities of the Company.

     5.4  DISTRIBUTION TO BENEFICIARIES.  In connection with the election 
described in Section 5.2, a Participant may elect that if such Participant 
dies before full distribution of all amounts credited to his or her account, 
the balance of the account shall be distributed to the beneficiary or 
beneficiaries designated in writing by the Participant.  If no such 
designation has been made, the balance of the account shall be distributed to 
the estate of the Participant.  The Participant shall designate whether the 
distribution to the beneficiary is to be made in one payment or some other 
number of approximately equal installments (not exceeding 10).  If the form 
of distribution is not specified, the distribution shall be made as a lump 
sum payment.  The first installment (or the lump sum payment if the 
Participant has so elected) shall be paid no later than March of the Plan 
Year next following the Plan Year in which the Participant dies.

     5.5  UNFORESEEABLE EMERGENCY.  The Participant may, in writing, request 
early withdrawal in the event of an "unforeseeable emergency."  The request 
should be directed to the Administrator, who may, in his or her discretion, 
approve an early withdrawal in an amount not to exceed the amount reasonably 
necessary to meet the emergency, reduced by any funds that the Administrator 
determines may be used by a Participant to relieve the hardship, including, 
but not limited to, reimbursement or compensation by insurance or otherwise, 
liquidation of assets (to the extent such liquidation itself would not cause 
severe financial hardship), or amounts realized through a cessation of 
deferrals under the Plan.  In the case of individuals subject to Section 16 
of the Exchange Act (as hereinafter defined), an early withdrawal shall be 
subject to the discretion of the Committee.

     An "unforeseeable emergency" is an unanticipated emergency that is 
caused by an event beyond the control of the Participant or beneficiary and 
that would result in severe financial hardship to the individual if early 
withdrawal were not permitted.  "Unforeseeable emergency" includes:

     (a)  a severe financial hardship to the Participant resulting from a 
sudden and unexpected illness or accident of the Participant or a dependent 
of the Participant (as defined in Code section 152(a));

     (b)  a loss of property due to casualty; or

     (c)  other similar extraordinary and unforeseeable circumstances arising 
as a result of events beyond the Participant's control.

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     "Unforeseeable emergencies" shall not include college tuition or the 
costs of purchasing a home.

                                   ARTICLE VI

                               CHANGE IN CONTROL

     6.1  CHANGE IN CONTROL.  Upon a Change in Control (defined in Section 
6.2) of the Company, the following provisions shall apply:

     (a)  As of the Change in Control, each Participant shall be fully vested 
in his or her Company Match Account, regardless of vesting status under the 
Savings Plan.  Each Participant whose service with the Company terminates 
after the Change in Control and before such Participant is fully vested in 
the Company match in the Savings Plan shall be entitled to an additional 
payment under this Plan equal to the amount forfeited under the Savings Plan. 
 Such additional amount shall be payable in accordance with Article 5.

     (b)  Each Participant in this Plan may elect no later than thirty days 
after the Change in Control to receive as soon as practicable following the 
Change in Control a single lump sum payment equal to 94% of the value of his 
benefits under this Plan as of the date of the Change in Control.  A 
Participant making such election shall permanently forfeit the remaining 6% 
of the value of his benefits under this Plan as of the date of the Change in 
Control and the Company shall have no further liability to the Participant 
with respect to benefits accrued under this Plan for periods prior to the 
Change in Control.

     (c)  Without the written consent of each affected Participant, this Plan 
may not be amended during the period commencing on the date of the Change in 
Control and ending three years thereafter in any way that would cause an 
individual to receive lower benefits under this Plan than he would have 
received if such amendment had not been made, including, but not limited to, 
amendments affecting eligibility and coverage.

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

     6.2  CHANGE IN CONTROL DEFINED.  For purposes of the Plan, a "Change in 
Control" shall be deemed to have occurred in the following circumstances:

     (a)  any "person" (as such term is used in Sections 13(d) and 14(d)(2) 
of the Exchange Act) is or becomes a beneficial owner of (or otherwise has 
the authority to vote), 

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directly or indirectly, securities representing 20% or more of the total 
voting power of all of the Company's then outstanding voting securities, 
unless through a transaction arranged by, or consummated with the prior 
approval of the Board of Directors;

     (b)  any period of two consecutive calendar years during which there 
shall cease to be a majority of the Board of Directors comprised as follows: 
individuals who at the beginning of such period constitute the Board of 
Directors and any new director(s) whose election by the Board of Directors or 
nomination for election by the Company's stockholders was approved by a vote 
of at least two-thirds (2/3) of the directors then still in office who either 
were directors at the beginning of the period or whose election or nomination 
for election was previously so approved; or

     (c)  the Company becomes a party to a merger, consolidation or share 
exchange in which either (i)  the Company shall not be the surviving 
corporation or (ii)  the Company shall be the surviving corporation and any 
outstanding shares of common stock of the Company shall be converted into 
shares of any other company (other than a reincorporation or the 
establishment of a holding company involving no change of ownership of the 
Company) or other securities or cash or other property (excluding payments 
made solely for fractional shares); or

     (d)  any other event that a majority of the Board of Directors, in its 
sole discretion, shall determine constitutes a Change of Control for all Plan 
Participants.

                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     7.1  SATISFACTION OF INTERESTS.  The Company may transfer assets to a 
trustee to be held in trust.  Any trust created by the Company and any assets 
held by such trust to assist it in meeting its obligations under the Plan 
shall conform to the terms of the model trust (the "Trust"), as described in 
Revenue Procedure 92-64, 1992-33 I.R.B. 11, as modified, or any successor 
thereto.  It is the intention of the Company and the Participants that the 
Plan be unfunded for tax purposes and for purposes of Title I of ERISA.  
Benefits under the Plan shall be paid from the Trust to the extent that there 
are sufficient assets in the Trust.  However, the Company, at its discretion, 
may pay the benefits payable under the Plan out of its operating assets.  If 
the assets of the Trust are not sufficient to pay the benefits under the 
Plan, the Company shall pay the benefits.

     7.2  INALIENABILITY OF BENEFITS.  A Participant's rights to benefit 
payments under the Plan are not subject in any manner to anticipation, 
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or 
garnishment by creditors of the Participant or creditors of the Participant's 
beneficiary.

     7.3  EFFECT ON EMPLOYMENT.  Nothing contained in the Plan or any agreement
related hereto or referred to herein shall affect, or be construed as affecting,
the terms of 

                                       9
<PAGE>

employment of any Participant except to the extent specifically provided 
herein or therein.  Nothing contained in the Plan or any agreement related 
hereto or referred to herein shall impose, or be construed as imposing, any 
obligation on (a)  the Company to continue the employment of any Participant 
and (b)  any Participant to remain in the employ of the Company.

     7.4  TAXATION.  The Company shall have the right to deduct from any 
deferral to be made or any distribution to be paid under the Plan any 
federal, state or local income and employment taxes that it is required by 
law to withhold.

     In the event that the Internal Revenue Service or a court determines 
that amounts deferred under the Plan are currently taxable to any Participant 
due to the administration, operation or any provision of the Plan, such 
liability shall be the sole responsibility of the Participant, and the 
Company shall not be liable for any such taxes.

     7.5  AMENDMENT OR TERMINATION.  The Committee may at any time amend or 
terminate the Plan, but such amendments or termination shall not adversely 
affect the rights of any Participant to any accrued vested benefit under the 
Plan prior to the effective date of such amendment or termination without his 
or her consent.  The Administrator or his or her delegate shall be authorized 
to make minor or administrative amendments to the Plan.  Participants' 
account balances shall be frozen upon termination of the Plan, and any assets 
held in trust pursuant to Section 7.1 in excess of the amount required to pay 
benefits under the Plan shall be paid to the Company.

     7.6  BINDING EFFECT.  The Plan and all benefits payable hereunder shall 
be binding upon and inure to the benefit of the Company, its successors and 
assigns and the Participant and his or her heirs, executors, administrators 
and legal representatives.

     7.7  STATUS OF PARTICIPANTS.  Participants and beneficiaries shall have 
the status of unsecured creditors of the Company.  The Plan constitutes a 
mere promise by the Company to make benefit payments in the future.

     No Participant or beneficiary shall have any preferred claim on, or any 
beneficial ownership interest in, any assets of any trust established in 
connection with the Plan pursuant to Section 7.1 prior to the time such 
assets are paid to the Participant or beneficiary.  All rights created under 
the Plan and any trust shall be mere unsecured contractual, but enforceable 
rights of the Participants and beneficiaries against the Company.  The rights 
under the Plan and assets in the trust, if any, shall not be subject to 
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or 
charge by any Participant or beneficiary, and any attempt to do so shall be 
null and void.

     7.8  GOVERNING LAW.  The Plan and actions taken in connection herewith 
shall be governed and construed in accordance with the laws of the State of 
Colorado.

                                       10
<PAGE>

     7.9  FEDERAL SECURITIES LAW.  With respect to individuals subject to 
Section 16 of the Exchange Act, the Company intends that the provisions of 
this Plan and all transactions effected in accordance with the Plan shall 
comply with Rule 16b-3 under the Exchange Act.  Accordingly, notwithstanding 
any other provision set forth in this Plan, the Administrator shall 
administer and interpret the Plan to maintain compliance with such rule.

                                  ARTICLE VIII

                                CLAIMS PROCEDURE

     8.1  DISPUTES.  All disputes concerning benefits under this Plan shall 
be subject to this Article VIII.

     8.2  SUBMISSION OF CLAIMS.  Claims must be submitted in writing and 
presented to the Administrator, who shall have full and absolute discretion 
to interpret the provisions of the Plan.

     8.3  DENIAL OF CLAIM.  If a claim is denied, notice of denial shall be 
furnished by the Administrator to the claimant within 90 days after the 
receipt of the claim by the Administrator, unless special circumstances 
require an extension of the time for processing the claim, in which event 
notification of extension shall be provided to the Participant or the 
beneficiary.  The extension shall not exceed 90 days.

     8.4  ADEQUATE NOTICE.  The Administrator shall provide adequate notice, 
in writing, to any claimant whose claim has been denied, setting forth the 
specific reasons for such denial, specific reference to pertinent Plan 
provisions, a description of any additional material or information necessary 
for the claimant to perfect his or her claim and an explanation of why such 
material or information is necessary, all written in a manner calculated to 
be understood by the claimant.  Such notice shall include appropriate 
information as to the steps to be taken if the claimant wishes to submit his 
or her claim for review.  The claimant or the claimant's authorized 
representative may request such a review upon written application.  The 
claimant may review pertinent documents and may submit issues or comments in 
writing.  The claimant or the claimant's duly authorized representative must 
request such review within the reasonable period of time prescribed by the 
Administrator.  In no event shall such a period of time be less than 60 days.

     8.5  REVIEW OF CLAIM.  The Administrator shall serve as the final review 
committee, under the Plan, ERISA, and the Code, for the review of all claims 
by Participants whose initial claims for benefits have been denied, in whole 
or in part, by the Company.  The Administrator shall have the authority to 
interpret the provisions of the Plan in his or her full and absolute 
discretion.

     8.6  DECISION ON CLAIM.  A decision on review shall be rendered within 
60 days after the receipt of the request for review by the Administrator.  If 
special circumstances require a further extension of time for processing, a 
decision shall be rendered not later than 

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<PAGE>

120 days following the Administrator's receipt of the request for the review. 
 If such an extension of time of review is required, written notice of the 
extension shall be furnished to the claimant. The decision of the 
Administrator shall be furnished to the claimant in writing and shall include 
specific reasons for the decision, written in a manner calculated to be 
understood by the claimant, as well as specific references to the pertinent 
Plan provisions on which the decision is based.  The decision of the 
Administrator shall be final and binding.

Executed this ____________________ day of ___________________________, 1998.


                              MEDIAONE GROUP, INC.


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

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