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EXHIBIT 10aa




                                        Date 


Name
Group Officer
U S WEST Group
Address

Dear _________:

     U S WEST, Inc., on behalf of itself, its subsidiaries and stockholders, 
and any successor or surviving entity, wishes to encourage your continued 
service and dedication in the performance of your duties, notwithstanding the 
possibility, threat or occurrence of a Change of Control (as defined in 
Subsection I(i)) of the Company (as defined in Subsection I(k)).  The Board 
of Directors of the Company (the "Board") believes that the prospect of a 
pending or threatened Change of Control inevitably creates distractions, 
personal risks and uncertainties for its executives, and that it is in the 
best interests of U S WEST, Inc. and its stockholders to minimize such 
distractions to certain executives.  The Board further believes that it is in 
the best interests of the Company to encourage its executives' full attention 
and dedication to their duties, both currently and in the event of any 
threatened or pending Change of Control.   

     Accordingly, the Board has determined that appropriate steps should be 
taken to reinforce and encourage the continued retention of certain members 
of the Company's management, including yourself, and the attention and 
dedication of management to their assigned duties without distraction in the 
face of potentially disturbing circumstances arising from the possibility of 
a Change of Control.  

     In order to induce you ("Executive") to remain in the employ of the 
Company, and in consideration of your continued service to the Company, the 
Company agrees that you shall receive the benefits set forth in this letter 
agreement (the "Agreement") in the event that your employment with the 
Company is terminated subsequent to a Change of Control in the circumstances 
described herein.  For purposes of this Agreement, references to employment 
with the Company shall include employment with a Subsidiary of the Company 
(as defined in Subsection I(y)).  

I.  Definitions


     The meaning of each defined term that is used in this Agreement is set 
forth below.

     (a) AAA.  The American Arbitration Association.  

     (b) Additional Pay.  The meaning of this term is set forth in Subsection 
IV(b).  

     (c) Agreement.  The meaning of this term is set forth in the third       
paragraph of this Agreement.

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     (d) Agreement Payments.  The meaning of this term is set forth in 
Subsection IV(e)(i).  

     (e) Beneficiaries.  The meaning of this term is set forth in Subsection
VI(c).  

               (f) Board.  The meaning of this term is set forth in the first 
paragraph of this Agreement.  

               (g) Business Combination.  The meaning of this term is set 
forth in Subsection I(i)(iii).
   
               (h) Cause.  For purposes of this Agreement, "Cause" shall mean 
Executive's willful breach or failure to perform his employment duties.  For 
purposes of this Subsection I(h), no act, or failure to act, on the part of 
Executive shall be deemed "willful" unless done, or omitted to be done, by 
Executive not in good faith and without reasonable belief that such action or 
omission was in the best interest of the Company.  Notwithstanding the 
foregoing, Executive's employment shall not be deemed to have been terminated 
for Cause unless and until the Company delivers to Executive a certificate of 
a resolution duly adopted by the affirmative vote of not less than 
seventy-five percent (75%) of the entire membership of the Board, at a 
meeting of the Board called and held for such purpose (after reasonable 
notice to Executive and an opportunity for Executive, together with 
Executive's counsel, to be heard before the Board), finding that in the good 
faith opinion of the Board, Executive has engaged in such willful conduct and 
specifying the details of such willful conduct.  

               (i) Change of Control.  For purposes of this Agreement, a 
"Change of Control" shall be deemed to have occurred if there is a change of 
control of a nature that would be required to be reported in response to Item 
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the 
Company is then subject to such reporting requirement; provided that, without 
limitation, such a Change of Control shall be deemed to have occurred if:  

                    (i) any "person" (as such term is used in Sections 13(d) 
               and 14(d)(2), as currently in effect, of the Exchange Act) is 
               or becomes a "beneficial owner" (as determined for purposes of 
               Regulation 13D-G, as currently in effect, under the Exchange 
               Act), directly or indirectly, of securities representing 
               twenty percent (20%) or more of the total voting power of all
               of the Company's then outstanding voting securities.  For 
               purposes of this Agreement, the term "person" shall not 
               include:  (i) the Company or any of its Subsidiaries; (ii) a 
               trustee or other fiduciary holding securities under an employee 
               benefit plan of the Company or any of its Subsidiaries; or (iii)
               an underwriter temporarily holding securities pursuant to an 
               offering of such securities; 

                    (ii) during any period of two (2) consecutive calendar 
               years, individuals who at the beginning of such period 
               constitute the Board and any new director(s) whose election by 
               the Board 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 such period or whose election or nomination 
               for election was previously so approved, cease for any reason 
               to constitute a majority of the Board, but excluding for this 
               purpose, any such individual whose initial assumption of office 
               occurs as a result of an actual or threatened election contest 
               (as such terms are used in Rule 14a-11 of Regulation 14A, as 
               currently in effect, of the Exchange Act) or other actual or 
               threatened solicitation of proxies or consents by or on behalf 
               of a person other than the Board; 

                    (iii) the stockholders of the Company approve a merger, 
               consolidation or sale or other disposition of all or 
               substantially all of the assets of the Company (a "Business 
               Combination"), in each case, unless following such Business 
               Combination:  (i) all or substantially all of the individuals 
               and entities who were the "beneficial owners" (as determined 
               for purposes of

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               Regulation 13D-G, as currently in effect, of the Exchange Act) 
               of the outstanding voting securities of the Company immediately 
               prior to such Business Combination beneficially own, directly 
               or indirectly, securities representing more than seventy 
               percent (70%) of the total voting power of the then outstanding 
               voting securities of the corporation resulting from such 
               Business Combination or the parent of such corporation (the 
               "Resulting Corporation"); (ii) no "person" (as such term is 
               used in Sections 13(d) and 14(d)(2), as currently in effect, of 
               the Exchange Act), other than a trustee or other fiduciary 
               holding securities under an employee benefit plan of the 
               Company or the Resulting Corporation, is the "beneficial owner"
               (as determined for purposes of Regulation 13D-G, as currently in
               effect, of the Exchange Act), directly or indirectly, of voting 
               securities representing twenty percent (20%) or more of the 
               total voting power of the then outstanding voting securities of 
               the Resulting Corporation; and (iii) at least a majority of the 
               members of the board of directors of the Resulting Corporation 
               were members of the Board at the time of the execution of the 
               initial agreement, or at the time of the action of the Board, 
               providing for such Business Combination;

                    (iv)  the stockholders of the Company approve a plan of 
               complete liquidation or dissolution of the Company; 

                    (v)  the Company:  (A) redeems substantially all of the 
               outstanding shares of U S WEST Communications Group Common 
               Stock or U S WEST Media Group Common Stock in exchange for 
               shares of one or more wholly-owned subsidiaries of the Company 
               that hold all or substantially all of the assets that are 
               attributed to that Group; (B) distributes to the stockholders of
               U S WEST Communications Group or U S WEST Media Group the shares
               of one or more wholly-owned subsidiaries that hold all or 
               substantially all of the assets attributed to that Group; (C) 
               converts all of the outstanding shares of U S WEST 
               Communications Group Common Stock into the shares of U S WEST 
               Media Group Common Stock, or vice versa; (D) distributes the 
               stock of one or more wholly-owned subsidiaries holding all or 
               substantially all of the assets of the Company, under 
               applicable law, at a time when there are no classes of Common 
               Stock that separately track the performance of certain Company 
               businesses; or (E) sells or otherwise disposes of all or 
               substantially all of the assets of the U S WEST Communications 
               Group or the U S WEST Media Group and distributes the net 
               proceeds of such sale or disposition to the holders of the 
               common stock related to such Group by dividend or redemption; or

                    (vi) any other event that a simple majority of the Board, 
               in its sole discretion, shall determine constitutes a Change of 
               Control;

                    (vii)     Notwithstanding any terms to the contrary 
               contained in this Subsection I(i), the following shall not 
               constitute a Change of Control for purposes of this Agreement:
               if (i) the stockholders of the Company approve a merger of the 
               Company and (ii) in connection with such merger or immediately 
               prior to such merger (A) substantially all of the assets of the
               Company are contributed to Newco (as defined below) and (B) the
               stockholders of the U S WEST Communications Group receive shares
               of Newco Communications Group Common Stock (as defined below) 
               for each share of U S WEST Communications Group Common Stock 
               held and the stockholders of the U S WEST Media Group receive 
               shares of Newco Media Group Common Stock (as defined below) for 
               each share of U S WEST Media Group Common Stock held. As used 
               herein, "Newco" shall mean a newly formed subsidiary of the 
               Company that has two classes of Common Stock, one of which 
               reflects the performance of businesses that comprise the 
               businesses of the U S WEST Communications Group ("Newco 
               Communications Group Common Stock") and one of which reflects 
               the performance of businesses that comprise the businesses of 
               the U S WEST Media Group ("Newco Media Group Common Stock").  
               This limited exception to the definition of "Change of Control" 
               set forth in this Subsection I(i)(vii) 

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               shall not apply, and a Change of Control shall be deemed to have
               occurred, if one or more transaction(s), whether structured as 
               set forth in this Subsection I(i)(vii) or otherwise, alone or 
               in the aggregate, result(s) in the sale, transfer, exchange or 
               disposition of all or substantially all of the assets of the 
               Communications Group, the Media Group or the Company as a 
               whole, as each of those entities is constituted as of the date 
               of this Agreement. 

               (j) Code.  The meaning of this term is set forth in Subsection 
IV(e)(i).  

               (k) Company.  The meaning of this term is set forth in 
Subsection VI(a).  

               (l) Controlled Group.  For purposes of this Agreement, 
"Controlled Group" shall mean the Company and all of the Company's 
Subsidiaries.  

               (m) Disability.  For purposes of this Agreement, "Disability" 
shall mean an illness, injury or similar incapacity which, 52 weeks after its 
commencement, continues to render Executive unable to perform the material 
and substantial duties of Executive's position or any occupation or 
employment for which Executive is qualified or may reasonably become 
qualified by training, education or experience.  Any dispute as to the 
existence of a Disability upon which Executive and the Company cannot agree 
shall be resolved by a qualified independent physician selected by Executive 
(or, if Executive is unable to make such selection, by any adult member of 
Executive's immediate family or Executive's legal representative), and 
approved by the Company, such approval not to be unreasonably withheld.  The 
decision of such physician made in writing to both the Company and Executive 
shall be final and conclusive for all purposes of this Agreement.  

               (n) Employer.  For purposes of this Agreement, "Employer" 
shall mean the Company or the Subsidiary, as the case may be, with which 
Executive has an employment relationship.  

               (o) Exchange Act.  This term shall have the meaning set forth 
in Subsection I(i).  

               (p) Executive.  This term shall have the meaning set forth in 
the third paragraph of this Agreement.

               (q) Excise Tax.  This term shall have the meaning set forth in 
Subsection IV(e)(i).  

               (r) Good Reason.  For purposes of this Agreement, "Good 
Reason" shall mean the occurrence, without Executive's prior express written 
consent, of any of the following circumstances:  

                    (i) The assignment to Executive of any duties inconsistent 
               with Executive's status or responsibilities as in effect 
               immediately prior to a Change of Control, including imposition 
               of travel obligations which differ materially from required 
               business travel immediately prior to the Change of Control;  

                    (ii) Any diminution in the status or responsibilities of 
               Executive's position from that which existed immediately prior 
               to the Change of Control, whether by reason of the Company 
               ceasing to be a public company under the Exchange Act, becoming 
               a subsidiary of a successor public company, or otherwise;  

                    (iii) (A) A reduction in Executive's annual base salary as 
               in effect immediately before the Change of Control; or (B) the 
               failure to pay a bonus award to which Executive otherwise is 
               entitled under any short-term incentive plan(s) or 

                                             4

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               program(s) or any long-term incentive plan(s) or program(s) in 
               which Executive participates, or any companion, amended, 
               successor or other incentive compensation plan(s) or 
               program(s), at the time such awards are usually paid;

                    (iv) A change in the principal place of Executive's 
               employment, as in effect immediately prior to the Change of 
               Control, to a location more than thirty-five (35) miles distant 
               from the location of such principal place at such time; 

                    (v) The failure by the Company to continue in effect any 
               incentive compensation or stock or stock option plan in which 
               Executive participates immediately prior to the Change of 
               Control, unless participation in an equivalent alternative 
               compensation or stock or stock option arrangement (embodied in 
               an ongoing substitute or alternative plan) has been provided to 
               Executive, or the failure by the Company to continue Executive's
               participation in any such  compensation or stock or stock option
               plan on a substantially equivalent or more beneficial basis, 
               both in terms of the nature and amount of benefits provided and 
               the level of Executive's participation relative to other 
               participants, as existed immediately prior to the time of the 
               Change of Control; 

                    (vi) (A) Except as required by law, the failure by the 
               Company to continue to provide to Executive benefits 
               substantially equivalent or more beneficial, in the aggregate, 
               to those enjoyed by Executive under the qualified and 
               non-qualified employee benefit and welfare plans of the Company,
               including, without limitation, any pension, deferred 
               compensation, life insurance, medical, dental, health and 
               accident, disability, retirement or savings plan(s) or 
               program(s) in which Executive was eligible to participate 
               immediately prior to the Change of Control; (B) the taking of 
               any action by the Company that would, directly or indirectly, 
               materially reduce or deprive Executive of any other perquisite 
               or benefit enjoyed by Executive immediately prior to the Change 
               of Control (including, without limitation, Company-paid and/or 
               reimbursed club memberships, financial counseling fees and the 
               like); or (C) the failure by the Company to treat Executive 
               under the Company's vacation policy, past practice or special 
               agreement in the same manner and to the same extent as was in 
               effect immediately prior to the Change of Control; 

                    (vii) The failure of the Company to obtain a satisfactory 
               written agreement from any successor prior to consummation of 
               the Change of Control to assume and agree to perform this 
               Agreement, as contemplated in Subsection VI(a); or

                    (viii) Any purported termination by the Company of 
               Executive's employment that is not effected pursuant to a 
               Notice of Termination satisfying the requirements of Subsection 
               III(b) or, if applicable, Subsection I(h).  For purposes of 
               this Agreement, no such purported termination shall be 
               effective except as constituting Good Reason.  

Executive's continued employment with the Company or any Subsidiary shall not 
constitute a consent to, or a waiver of rights with respect to, any 
circumstances constituting Good Reason hereunder.  

               (s) Gross-Up Payment.  The meaning of this term is set forth 
in Subsection IV(e)(i).  

               (t) Notice of Termination.  The meaning of this term is set 
forth in Subsection III(b).  

               (u) Other Payments.  The meaning of this term is set forth in 
Subsection IV(e)(i).  

               (v) Payments.  The meaning of this term is set forth in 
Subsection IV(e)(i).  

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               (w) Resulting Corporation.  The meaning of this term is set 
forth in Subsection I(i)(iii).

               (x) Retirement.  For purposes of this Agreement, "Retirement" 
shall mean Executive's voluntary termination of employment with the Company, 
other than for Good Reason, and in accordance with the Company's retirement 
policy generally applicable to its employees or in accordance with any prior 
or contemporaneous retirement agreement or arrangement between Executive and 
the Company. 

               (y) Subsidiary.  For purposes of this Agreement, "Subsidiary" 
shall mean any corporation of which fifty percent (50%) or more of the voting 
stock is owned, directly or indirectly, by the Company.

               (z) Tax Consultant.  The meaning of this term is set forth in 
Subsection IV(e)(ii).  

               (aa) Terminate(d) or Termination.  The meaning of this term is 
set forth in Subsection III(a).  

               (bb) Termination Date.  For purposes of this Agreement, 
"Termination Date" shall mean:  

                    (i) If Executive's employment is terminated for Disability,
               thirty (30) calendar days after Notice of Termination is given 
               (provided that Executive shall not have returned to the 
               full-time performance of his duties during such thirty-day 
               period); and 

                    (ii) If Executive's employment is terminated for Cause or 
               Good Reason or for any reason other than death or Disability, 
               the date specified in the Notice of Termination (which in the 
               case of a termination for Cause shall not be less than thirty 
               (30) calendar days and in the case of a  termination for Good 
               Reason shall not be less than thirty (30) calendar days nor 
               more than sixty (60) calendar days, respectively, from the date
               such Notice of Termination is given).   

II.  Term of Agreement

               (a) General.  Upon execution by Executive, this Agreement 
shall commence as of February 7, 1997.  This Agreement shall continue in 
effect through December 31, 2000; provided, however, that commencing on 
January 1, 2001, and every third January 1 thereafter, the term of this 
Agreement shall automatically be extended for three (3) additional years 
unless, not later than ninety (90) calendar days prior to the January 1 on 
which this Agreement otherwise automatically would be extended, the Company 
shall have given notice to Executive that it does not wish to extend this 
Agreement; provided further, however, that if a Change of Control of the 
Company shall have occurred during the original or any extended term of this 
Agreement, this Agreement shall continue in effect for a period of thirty-six 
(36) months beyond the month in which the Change of Control occurred. The 
term of this Agreement automatically shall be extended for three (3) 
additional years from the date of any public announcement of an event that 
would constitute a Change of Control as defined in this Agreement; provided 
however, that if any such announced event is not consummated within that 
three (3) year period, the original renewal term thereafter shall apply. 
  
               (b) Disposition of Employer.  In the event Executive is 
employed by a Subsidiary, the terms of this Agreement shall expire if such 
Subsidiary is sold or otherwise disposed of prior to the date on which a 
Change of Control occurs, unless Executive continues in employment with the 
Controlled Group after such sale or other disposition.  If Executive's 
Employer is sold or disposed of on or after the date on which a Change of 
Control occurs, this Agreement shall continue through its original term or 
any extended term then in effect.  

               (c) Deemed Change of Control.  If Executive's employment with 
Employer is terminated prior to the date on which a Change of Control occurs, 
and such termination was at the request of a third party who has taken steps 
to effect a Change of Control, or otherwise was in connection with the Change 
of Control,

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then for all purposes of this Agreement, a Change of Control shall be deemed 
to have occurred prior to such termination.  

               (d) Expiration of Agreement.  No termination or expiration of 
this Agreement shall affect any rights, obligations or liabilities of either 
party that shall have accrued on or prior to the date of such termination or 
expiration.  

III.  Termination Following Change of Control

               (a) Entitlement to Benefits.  If a Change of Control shall 
have occurred, Executive shall be entitled to the benefits provided in 
Section IV hereof upon the subsequent Termination (as defined below) of his 
employment with the Company, except as otherwise set forth in this Subsection 
III(a), within three (3) years after the date of the Change of Control.  For 
purposes of this Agreement, "Termination" shall mean a termination of 
Executive's employment that is not as a result of Executive's death, 
Retirement or Disability and (x) if by the Company, is not for Cause, or (y) 
if by Executive, is for Good Reason. Executive shall not be entitled to the 
benefits provided in Section IV hereof in the event of a Change of Control as 
defined in Subsection I(i)(v)(A), (B) or (D), unless that Change of Control 
also results in the termination of Executive's employment with the 
corporation that is created as a result of the events leading to that Change 
of Control.  For purposes of the foregoing sentence only, "termination" shall 
have the same definition as Termination, defined above, except that the 
reference to the "Company" in subclause (x) shall mean the corporation 
created by the events leading to the Change of Control. If, in the event of a 
Change of Control under Subsection I(i)(v)(A), (B) or (D), Executive's 
employment continues with the Company, his entitlement to benefits shall be 
determined in accordance with the first sentence of this Subsection III(a). 

               (b) Notice of Termination.  Any purported termination of 
Executive's employment by either the Company or Executive shall be 
communicated by written Notice of Termination to the other party hereto in 
accordance with Section VIII. For purposes of this Agreement, a "Notice of 
Termination" shall mean a written notice that indicates the specific 
provision(s) of this Agreement relied upon and sets forth in reasonable 
detail the facts and circumstances claimed to provide a basis for termination 
of Executive's employment under the provision(s) so indicated.  If 
Executive's employment shall be terminated by the Company for Cause or by 
Executive for other than Good Reason, the Company shall pay Executive his 
full base salary through the Termination Date at the salary level in effect 
at the time Notice of Termination is given and shall pay any amounts to be 
paid to Executive pursuant to any other compensation or stock or stock option 
plan(s), program(s) or employment agreement(s) then in effect, and the 
Company shall have no further obligations to Executive under this Agreement.  

               If, within thirty (30) calendar days after any Notice of 
Termination is given, the party receiving such Notice of Termination notifies 
the other party that a dispute exists concerning the grounds for termination, 
then, notwithstanding the meaning of "Termination Date" set forth in 
Subsection I(bb), the Termination Date shall be the date on which the dispute 
is finally resolved, whether by mutual written agreement of the parties or by 
a decision rendered pursuant to Section XI; provided that the Termination 
Date shall be extended by a notice of dispute only if such notice is given in 
good faith and the party giving such notice pursues the resolution of such 
dispute with reasonable diligence.  Notwithstanding the pendency of any such 
dispute, the Company will continue to pay Executive his full compensation 
including, without limitation, base salary, bonus, incentive pay and equity 
grants, in effect when the notice of the dispute was given, and continue 
Executive's participation in all benefits plans or other perquisites in which 
Executive was participating, or which he was enjoying, when the Notice of 
Termination giving rise to the dispute was given, until the dispute is 
finally resolved.  Amounts paid under this Subsection III(b) are in addition 
to and not in lieu of all other amounts due to Executive under this Agreement 
and shall not be offset against or reduce any other amounts due to Executive 
under this Agreement.  

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IV.  Compensation Upon a Termination

               Following a Change of Control, upon Executive's Termination, 
Executive shall be entitled to the following benefits, provided that such 
Termination occurs during the three (3) year period immediately following the 
date of the Change of Control:  

               (a) Standard Benefits.  The Company shall pay to Executive, in 
cash, no later than the second business day following the Termination Date:  

               (i) his full base salary through the Termination Date at the 
               salary level in effect on either (x) the day on which Notice of 
               Termination is given, or (y) the day immediately preceding the 
               date of the Change of Control, whichever is higher; 

               (ii) the annual bonus payable to Executive under any short-term 
               incentive plan(s) or program(s) of the Company in which 
               Executive  participates following a termination of employment 
               after a change of control, as defined in such plan(s) or 
               program(s).  If a change of control has not occurred within the 
               meaning of such plan(s) or program(s), a change of control shall
               be deemed to have occurred with respect to Executive for the 
               purpose of determining the bonus payable to Executive based on 
               a Change of Control occurring within the meaning of this 
               Agreement; and
               
               (iii) the annual grant value of any long-term incentive award 
               payable to Executive under any long-term incentive plan(s) or 
               program(s) of the Company in which Executive participates 
               following a termination of employment after a change of 
               control, as defined in such plan(s) or program(s).  If a change 
               of control has not occurred within the meaning of such plan(s) 
               or program(s), a change of control shall be deemed to have 
               occurred with respect to Executive based on a Change of Control 
               occurring within the meaning of this Agreement.
               
In addition, the Company shall cause:  (x) all unvested stock options held by 
Executive on the Termination Date immediately to vest and be fully 
exercisable as of the Termination Date; (y) any restrictions on all 
restricted stock held by Executive on the Termination Date immediately to 
lapse and all shares of such stock to fully vest as of the Termination Date; 
and (z) any accrued benefit or deferred arrangement of the Company that 
Executive otherwise would become entitled to if he continued employment with 
the Company immediately to vest as of the Termination Date.

               (b) Additional Benefits.  The Company shall pay to Executive 
as additional pay ("Additional Pay"), the product of (i) the lesser of (x) 
three (3) or (y) the difference between sixty-five (65) and Executive's age 
as of the date of the Notice of Termination (calculated to the nearest 
twelfth of a year), multiplied by (ii) the sum of (x) Executive's annual base 
salary in effect immediately prior to the Termination Date, (y) Executive's 
annual bonus amount under any short-term incentive plan(s) or program(s) in 
which Executive participates, such bonus amount to be calculated on the basis 
of the extent to which the performance factors targeted by the Human 
Resources Committee of the Board have been achieved (for this purpose, the 
Company's performance through the Termination Date shall be annualized based 
upon the actual number of days elapsed from the beginning of the fiscal year 
in which the Termination occurs through the Termination Date over a year of 
360 days), which shall be deemed to be one hundred percent (100%) unless the 
performance actually achieved is greater than one hundred percent (100%), in 
which case the actual performance level shall be utilized, and (z) the dollar 
value of the most recent annual grant to Executive prior to the Termination 
Date under any long-term incentive plan(s), program(s) or grant(s) in which 
Executive participates, whether such value is in the form of stock, stock 
options, Dividend Equivalent Units or any other form of long term incentive 
compensation, such grant value to be calculated as if the 

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<PAGE>

performance measures set forth in any such plan(s), program(s) or grant(s) 
(e.g., Dividend Equivalent Units) for the applicable performance period shall 
be deemed to be one hundred percent (100%).  The Company shall pay the 
Additional Pay to Executive in a lump sum, in cash, not later than the 
fifteenth calendar day following the Termination Date.  The Company also 
shall provide Executive with office space and shared administrative support 
for the three (3) year period immediately following the Termination Date, in 
the county of Executive's residence, at a location to be designated by the 
Company, which office space and support shall be similar to that currently 
provided by the Company to retired senior officers.  The Company shall 
maintain for Executive for the three (3) year period immediately following 
the Termination Date, all perquisites and benefits enjoyed by Executive 
immediately prior to the Termination Date. 

  
               (c) Retirement Plan Benefits.  If not already vested, 
Executive shall be deemed fully vested as of the Termination Date in any 
Company retirement plan(s) or other written agreement(s) between Executive 
and the Company relating to pay or other benefits upon retirement in which 
Executive was a participant, party or beneficiary immediately prior to the 
Change of Control, and any additional plan(s) or agreement(s) in which such 
Executive became a participant, party or beneficiary thereafter.  In addition 
to the foregoing, for purposes of determining the amounts to be paid to 
Executive under such plan(s) or agreement(s), the years of service with the 
Company and the age of Executive under all such plans and agreements shall be 
deemed increased by the lesser of thirty-six (36) months or such shorter 
period of time as would render Executive sixty-five (65) years of age.  For 
purposes of this Subsection IV(c), the term "plan(s)" includes, without 
limitation, the Company's qualified pension plan, non-qualified and 
mid-career pension plans and any companion, successor or amended plan(s), and 
the term "agreement(s)" encompasses, without limitation, the terms of any 
offer letter(s) leading to Executive's employment with the Company where 
Executive was a signatory thereto, any written amendment(s) to the foregoing 
and any subsequent written agreement(s) on such matters.  In the event the 
terms of the plans referenced in this Subsection IV(c) do not for any reason 
coincide with the provisions of this Subsection IV(c) (e.g., if plan 
amendments would cause disqualification of qualified plans), Executive shall 
be entitled to receive from the Company, under the terms of this Agreement, 
an amount equal to all amounts he would have received, at the time he would 
have received such amounts, had all such plans continued in existence as in 
effect on the date of this Agreement after being amended to coincide with the 
terms of this Subsection IV(c).  

               (d) Health and Other Benefits.  Following the Termination 
Date, the Company shall provide substantially the same level of health, 
vision and dental benefits to Executive and Executive's eligible dependents 
that the Company would provide to Executive and Executive's eligible 
dependents if Executive were first eligible for retiree health, vision and 
dental benefits immediately prior to the Change of Control.  The eligibility 
of Executive's dependents shall be determined by the terms of any retiree 
health, vision and dental benefit plan(s) or program(s) in effect immediately 
prior to the Change of Control. Following the Termination Date, (i) ownership 
of any Basic Executive Life Insurance held by the Company for the benefit of 
Executive immediately shall be transferred to a third party trustee and held 
in an irrevocable rabbi trust for the benefit of Executive, and (ii) any 
collateral assignment by Executive to the Company under any Supplemental 
Executive Life Insurance (SELI) owned by Executive shall be subordinated to 
Executive's right to the maximum cash value under the SELI measured against a 
death benefit equal to fifty percent (50%) of the SELI coverage in effect 
immediately prior to the Change of Control, without the SELI becoming a 
modified endowment contract. 

               (e) Gross-Up Payments.  

                    (i) In the event any payment(s) or the value of any 
               benefit(s) received or to be received by Executive in 
               connection with Executive's Termination or contingent upon a 
               Change of Control (whether received or to be received pursuant 
               to the terms of this Agreement (the "Agreement 

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<PAGE>
               Payments") or of any other plan, arrangement or agreement of 
               the Company, its successors, any person whose actions result in 
               a Change of Control or any person affiliated with any of them 
               (or which, as a result of the completion of the transaction(s) 
               causing a Change of Control, will become affiliated with any of 
               them) ("Other Payments" and, together with the Agreement 
               Payments, the "Payments")), in the opinion of the Tax Consultant
               (as defined below in Subsection IV(e)(ii)), would be subject to 
               an excise tax imposed by Section 4999 of the Internal Revenue 
               Code of 1986, as amended (the "Code") or any other federal, 
               state or local excise tax (any such excise or other tax, 
               together with any interest and penalties, are hereinafter 
               collectively referred to as the "Excise Tax"), as determined as
               provided below, the Company shall pay to Executive an additional
               amount such that the net amount retained by Executive, after 
               deduction of the Excise Tax on Agreement Payments and Other 
               Payments and any federal, state and local income and employment 
               tax and Excise Tax upon the Payment(s) provided for by this 
               Subsection IV(e)(i), and any interest, penalties or additions 
               to tax payable by Executive with respect thereto, shall be 
               equal to the total present value of the Agreement Payments and 
               Other Payments at the time such Payments are to be made (the 
               "Gross-Up Payment(s)").  The intent of the parties is that the 
               Company shall be responsible in full for, and shall pay, any 
               and all Excise Tax on any Payments and Gross-Up Payment(s) and 
               any and all income and employment taxes (including, without 
               limitation, penalties and interest) imposed on any Gross-Up 
               Payment(s) as well as any loss of deduction caused by or 
               related to the Gross-Up Payment(s).  

                    (ii) All determinations required to be made under this 
               Subsection IV(e), including, without limitation, whether and 
               when a Gross-Up Payment is required, and the amount of such 
               Gross-Up Payment and the assumptions to be utilized in arriving 
               at such determinations, unless otherwise set forth in this 
               Agreement, shall be made by tax consultant(s) selected by the 
               Company and reasonably acceptable to Executive ("Tax 
               Consultant").  For purposes of determining the amount of any 
               Gross-Up Payment, Executive shall be deemed to pay federal 
               income taxes at the highest marginal rate of federal income 
               taxation in the calendar year in which the Gross-Up Payment is 
               to be made, and state and local income taxes at the highest 
               marginal rate of taxation in the state and locality of 
               Executive's residence on the Termination Date, net of the 
               maximum reduction in federal income taxes which could be 
               obtained from deduction of such state and local taxes.  The 
               Company shall cause the Tax Consultant to provide detailed 
               supporting calculations to the Company and Executive within 
               fifteen (15) business days after notice is given by Executive 
               to the Company that any or all of the Payments have occurred, 
               or such earlier time as is requested by the Company.  Within two
               (2) business days after such notice is given to the Company, 
               the Company shall instruct the Tax Consultant to timely 
               provide the data required by this Subsection IV(e) to 
               Executive.  All fees and expenses of the Tax Consultant shall 
               be paid in full by the Company.  Any Excise Tax as determined 
               pursuant to this Subsection IV(e) shall be paid by the Company 
               to the Internal Revenue Service or any other appropriate taxing
               authority on Executive's behalf within five (5) business days 
               after receipt of the Tax Consultant's determination.  If the 
               Tax Consultant determines that there is substantial authority 
               (within the meaning of Section 6662 of the Code) that no Excise 
               Tax is payable by Executive, the Tax Consultant shall furnish 
               Executive with a written opinion that failure to disclose or 
               report the Excise Tax on Executive's federal income tax return 
               will not constitute a substantial understatement of tax or be 
               reasonably likely to result in the imposition of a negligence 
               or any other penalty.  Any determination by the Tax Consultant 
               shall be binding upon the Company and Executive in the absence 
               of material mathematical or legal error.  As a result of the 
               uncertainty in the application of Section 4999 of the Code at 
               the time of the initial determination by the Tax Consultant 
               hereunder, it is possible that Gross-Up Payments will not have 
               been made by the Company that should have been made or that 
               Gross-Up Payments have been made that should not have been 
               made, in each case, consistent with the calculations required 
               to be made hereunder.  In the event the Company exhausts its 
               remedies pursuant to Subsection IV(e)(iii) below, and 

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<PAGE>

               Executive is thereafter required to make a payment of any 
               Excise Tax or any interest, penalties or addition to tax, the 
               Tax Consultant shall determine the amount of underpayment of 
               Excise Taxes that has occurred and any such underpayment and 
               any interest, penalties or addition to tax shall promptly be 
               paid by the Company to the Internal Revenue Service or other 
               appropriate taxing authority on Executive's behalf or, if such 
               underpayment has been previously paid by Executive to the 
               appropriate taxing authority, to Executive.  In the event the 
               Tax Consultant determines that an overpayment of Gross-Up 
               Payment(s) has occurred, any such overpayment shall be treated 
               for all purposes as a loan to Executive with interest at the 
               applicable federal rate provided for in Section 7872(f)(2) of 
               the Code, due and payable within ninety (90) calendar days 
               after written demand to Executive by the Company; provided, 
               however, that Executive shall have no duty or obligation 
               whatsoever to repay such loan if Executive's receipt of the
               overpayment, or any portion thereof, is includible in 
               Executive's income and Executive's repayment of the same is 
               not deductible by Executive for federal and state income tax 
               purposes.

                    (iii) Executive shall notify the Company in writing of any 
               claim of which he is aware by the Internal Revenue Service or 
               state or local taxing authority, that, if successful, would 
               result in any Excise Tax or an underpayment of any Gross-Up 
               Payment(s).  Such notice shall be given as soon as practicable 
               but no later than fifteen (15) business days after Executive is 
               informed in writing of the claim by the taxing authority, and 
               Executive shall provide written notice to the Company of the 
               nature of the claim, the administrative or judicial appeal 
               period, and the date on which any payment of the claim must be 
               paid. Executive shall not pay any portion of the claim prior to 
               the expiration of the thirty (30) day period following the date 
               on which Executive gives such notice to the Company (or such 
               shorter period ending on the date that any amount under the 
               claim is due).  If the Company notifies Executive in writing 
               prior to the expiration of such thirty (30) day period that it 
               desires to contest the claim, Executive shall:  

                         (A) give the Company any information reasonably 
               requested by the Company relating to the claim; 

                         (B) take such action in connection with contesting 
               the claim as the Company shall reasonably request in writing 
               from time to time, including, without limitation, accepting 
               legal representation concerning the claim by an attorney 
               selected by the Company who is reasonably acceptable to 
               Executive; and 

                         (C) cooperate with the Company in good faith in order 
               to effectively contest the claim;

               provided, however, that the Company shall bear and pay directly 
               all costs and expenses (including, without limitation, 
               additional interest and penalties and attorneys' fees) incurred 
               in such contests and shall indemnify and hold Executive 
               harmless, on an after-tax basis, for any Excise Tax or income 
               tax (including, without limitation, interest and penalties 
               thereon) imposed as a result of such representation.  Without 
               limitation upon the foregoing provisions of this Subsection 
               IV(e)(iii), except as provided below, the Company shall control 
               all proceedings concerning such contest and, in its sole 
               opinion, may pursue or forego any and all administrative 
               appeals, proceedings, hearings and conferences with the taxing 
               authority pertaining to the claim. At the written request of 
               the Company and upon payment to Executive of an amount at least 
               equal to the claim plus any additional amount necessary to 
               obtain the jurisdiction of the appropriate tribunal and/or 
               court, Executive shall pay the same to the appropriate taxing 
               authority and sue for a refund. Executive agrees to prosecute 
               in cooperation with the Company any contest of a claim to a 
               determination before any administrative tribunal, in a court of 
               initial jurisdiction and in one or more appellate 

                                               11

<PAGE>

               courts, as the Company shall determine; provided, however, 
               that if the Company requests Executive to pay the claim and 
               sue for a refund, the Company shall advance the full amount of 
               such payment to Executive, on an interest-free basis, and shall 
               indemnify and hold Executive harmless on an after-tax basis, 
               from any Excise Tax or income tax (including, without 
               limitation, interest and penalties thereon) imposed on such 
               advance or for any imputed income on such advance.  Any 
               extension of the statute of limitations relating to assessment 
               of any Excise Tax for the taxable year of Executive which is the
               subject of the claim is to be limited solely to the claim.  
               Furthermore, the Company's control of the contest shall be 
               limited to issues for which a Gross-Up Payment would be payable 
               hereunder.  Executive shall be entitled to settle or contest, 
               as the case may be, any other issue raised by the Internal 
               Revenue Service or any other taxing authority.  

                    (iv) If, after the receipt by Executive of an amount 
               advanced by the Company pursuant to Subsection IV(e)(iii) 
               above, Executive receives from the taxing authority any refund 
               of a claim or any additional amount that was necessary to 
               obtain jurisdiction, Executive shall promptly pay to the Company
               the amount of such refund (together with any interest paid or 
               credited thereon after taxes applicable thereto).  If, after the
               receipt by Executive of an amount advanced by the Company 
               pursuant to Subsection IV(e)(iii) above, a determination is made
               that Executive shall not be entitled to any refund of the claim,
               and the Company does not notify Executive in writing of its 
               intent to contest such denial of refund of a claim prior to the 
               expiration of thirty (30) calendar days after such 
               determination, then the portion of such advance attributable to 
               a claim shall be forgiven by the Company and shall not be 
               required to be repaid by Executive.  The amount of such advance 
               attributable to a claim shall offset, to the extent thereof, 
               the amount of the underpayment required to be paid by the 
               Company to Executive.  

                    (v) If, after the advance by the Company of an additional 
               amount necessary to obtain jurisdiction, there is a final 
               determination made by the taxing authority that Executive is 
               not entitled to any refund of such amount, or any portion 
               thereof, then such advance shall be repaid to the Company by 
               Executive within thirty (30) calendar days after Executive 
               receives notice of such final determination.  A final 
               determination shall occur when the period to contest or 
               otherwise appeal any decision by an administrative tribunal or 
               court of initial jurisdiction has been waived or the time for 
               contesting or appealing the same has expired.  

               (f) Legal Fees and Expenses.  The Company shall pay to 
Executive all legal fees and expenses as and when incurred by Executive in 
connection with this Agreement, including all such fees and expenses, if any, 
incurred in contesting or disputing any Termination or in seeking to obtain 
or enforce any right, payment or benefit provided by this Agreement, 
regardless of the outcome, unless, in the case of a legal action brought by 
or in the name of Executive, a decision is rendered pursuant to Section XI, 
or in any other proper legal proceeding, that such action was not brought by 
Executive in good faith.  

               (g) No Mitigation. Executive shall not be required to mitigate 
the amount of any payment or benefit provided for in this Section IV by 
seeking other employment or otherwise, nor shall the amount of any payment or 
benefit provided for in this Section IV be reduced by any compensation earned 
by Executive as the result of employment with another employer or by 
retirement or other benefits received from whatever source after the 
Termination Date or otherwise, except as specifically provided in this 
Section IV.  The Company's obligation to make payments to Executive provided 
for in this Agreement and otherwise to perform its obligations hereunder 
shall not be affected by any set-off, counterclaim, recoupment, defense or 
other claim, right or action that the Company or Employer may have against 
Executive or other parties.  

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<PAGE>

V.  Death and Disability Benefits

               In the event of the death or Disability of Executive after a 
Change of Control , Executive, or in the case of death, Executive's 
Beneficiaries (as defined below in Subsection VI.(c)), shall receive the 
benefits to which Executive or his Beneficiaries are entitled under this 
Agreement and any and all retirement plans, pension plans, disability 
policies and other applicable plans, programs, policies, agreements or 
arrangements of the Company.  

VI.  Successors; Binding Agreement

               (a) Obligations of Successors.  The Company will require any 
successor (whether direct or indirect, by purchase, merger, consolidation or 
otherwise) to all or substantially all of the business and/or assets of the 
Company to expressly assume and agree to perform this Agreement in the same 
manner and to the same extent that the Company is required to perform it.  
Failure of the Company to obtain such assumption and agreement prior to the 
effectiveness of any such succession shall be a breach of this Agreement and 
shall entitle Executive to compensation from the Company in the same amount 
and on the same terms as Executive would be entitled hereunder if Executive 
had terminated employment for Good Reason following a Change of Control, 
except that for purposes of implementing the foregoing, the date on which any 
such succession becomes effective shall be deemed the Termination Date.  As 
used in this Agreement, the term "Company" shall mean U S WEST, Inc., 
including any surviving entity or successor to all or substantially all of 
its business and/or assets and the parent of any such surviving entity or 
successor.  

               (b) Joint and Several Liability.  Upon the occurrence of a 
Change of Control as defined in Subsection I(i)(v)(A), (B), (D) or (E), the 
Company and the Subsidiary whose stock is distributed (by redemption or 
dividend) to the stockholders of the Company as described therein shall be 
jointly and severally liable for all of the obligations of the Company under 
this Agreement, and prior to the occurrence of such event, the Company shall 
require such Subsidiary to expressly agree in writing to perform this 
Agreement jointly and severally with the Company.

               (c) Enforceable by Beneficiaries.  This Agreement shall inure 
to the benefit of and be enforceable by Executive's personal or legal 
representatives, executors, administrators, successors, heirs, distributees, 
devisees and legatees (the "Beneficiaries").  In the event of the death of 
Executive while any amount would still be payable hereunder if such death had 
not occurred, all such amounts, unless otherwise provided herein, shall be 
paid in accordance with the terms of this Agreement to Executive's 
Beneficiaries.  

               (d) Employment.  Except in the event of a Change of Control 
and, thereafter, only as specifically set forth in this Agreement, nothing in 
this Agreement shall be construed to:  (i) limit in any way the right of the 
Company or a Subsidiary to terminate Executive's employment at any time for 
any reason, or for no reason; or (ii) be evidence of any agreement or 
understanding, expressed or implied, that the Company or a Subsidiary will 
employ Executive in any particular position, on any particular terms or at 
any particular rate of remuneration.  

VII.  Confidential Information.  

               Executive shall hold in a fiduciary capacity for the benefit 
of the Company all secret or confidential information, knowledge or data 
relating to the Company, the Subsidiaries and their respective businesses, 
which shall have been obtained during Executive's employment with the 
Employer and which shall not be public knowledge (other than by acts by 
Executive or his representatives in violation of this Agreement).  After 
termination of Executive's employment with the Company or any Employer within 
the Controlled Group, Executive shall not, without prior written consent of 
the Company or the Employer, communicate or

                                    13

<PAGE>


divulge any such information, knowledge or data to anyone other than the 
Company, the Employer or those designated by them.  In no event shall an 
asserted violation of this Section VII constitute a basis for deferring or 
withholding any amounts otherwise payable to Executive under this Agreement.

VIII.  Notice

               All notices and communications, including, without limitation, 
any Notice of Termination hereunder, shall be in writing and shall be given 
either by hand delivery to the other party, by registered or certified mail, 
return receipt requested, postage prepaid, or by overnight delivery service, 
addressed as follows:  

               If to Executive:  

               Name
               Group Officer
               U S WEST Group
               Address

               If to the Company:  

               U S WEST, Inc.
               7800 East Orchard Road
               Englewood, Colorado  80111
               Attn.:  Vice President - Law and Human Resources

or to such other address as either party shall have furnished to the other in 
writing in accordance herewith.  Notices and communications shall be deemed 
given and effective when actually received by the addressee.  

IX.  Miscellaneous

               No provision of this Agreement may be modified, waived or 
discharged unless such waiver, modification or discharge is agreed to in 
writing and signed by Executive and the Company's Chief Executive Officer or 
other authorized officer designated by the Board or an appropriate committee 
of the Board.  No waiver by either party hereto at any time of any breach by 
the other party hereto of, or compliance with, any conditions or provision of 
this Agreement to be performed by such other party shall be deemed a waiver 
of similar or dissimilar provisions or conditions at the same or at any prior 
or subsequent time.  No agreements or representations, oral or otherwise, 
express or implied, with respect to the subject matter hereof have been made 
by either party which are not expressly set forth in this Agreement.  The 
validity, interpretation, construction and performance of this Agreement 
shall be governed by the laws of the State of Delaware.  All references to 
sections of the Code or the Exchange Act shall be deemed also to refer to any 
successor provisions of such sections.  Any payments provided for hereunder 
shall be paid net of any applicable withholding required under federal, state 
or local law.  The obligations of the Company under Sections IV and V shall 
survive the expiration of the term of this Agreement.  

X.  Validity

               The invalidity or unenforceability of any provision of this 
Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement, which shall remain in full force and effect.  

XI.  Arbitration

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<PAGE>

               Executive may agree in writing with the Company (in which case 
this Article XI shall have effect but not otherwise) that any dispute that 
may arise directly or indirectly in connection with this Agreement, 
Executive's employment or the termination of Executive's employment, whether 
arising in contract, statute, tort, fraud, misrepresentation, discrimination 
or other legal theory, shall be resolved by arbitration in Denver, Colorado, 
under the applicable rules and procedures of the AAA.  The only legal claims 
between Executive and the Company or any Subsidiary that would not be 
included in this agreement to arbitration are claims by Executive for 
workers' compensation or unemployment compensation benefits, claims for 
benefits under a Company or Subsidiary benefit plan if the plan does not 
provide for arbitration of such disputes, and claims by Executive that seek 
judicial relief in the form of specific performance of the right to be paid 
until the Termination Date during the pendency of any applicable dispute or 
controversy.  If this Article XI is in effect, any claim with respect to this 
Agreement, Executive's employment or the termination of Executive's 
employment must be established by a preponderance of the evidence submitted 
to an impartial arbitrator.  A single arbitrator engaged in the practice of 
law shall conduct any arbitration under the applicable rules and procedures 
of the AAA.  The arbitrator shall have the authority to order a pre-hearing 
exchange of information by the parties including, without limitation, 
production of requested documents, and examination by deposition of parties 
and their authorized agents.  If this Article XI is in effect, the decision 
of the arbitrator:  (i) shall be final and binding; (ii) shall be rendered 
within ninety (90) days after the impanelment of the arbitrator; and (iii) 
shall be kept confidential by the parties to such arbitration.  The 
arbitration award may be enforced in any court of competent jurisdiction.  
The Federal Arbitration Act, 9 U.S.C. 1-15, not state law, shall govern the 
arbitrability of all claims. 

               If this Agreement sets forth the terms of our understanding on 
the subject matter hereof, kindly sign both originals of this letter and 
return to the Vice President - Law and Human Resources of the Company one of 
the fully executed originals of this letter which will then constitute our 
Agreement on this subject.  

Sincerely,

U S WEST, Inc.


By:___________________________________
      Chairman, President and Chief Executive Officer


______________________________________
Name

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