<PAGE>

         EXHIBIT 10w
         
         U S WEST, Inc.
         7800 East Orchard Road, Suite 200
         Post Post Office Box 6508
         Englewood, Colorado 80155-6508
         303 793 6500
         Richard D. McCormick
         Chairman and Chief Executive Officer


                                                       [LOGO]


                                   January 31, 1997



Charles P. Russ, III 
Executive Vice President, General Counsel and Secretary 
U S WEST, Inc. 
7800 E. Orchard Road, Suite 200 
Englewood, CO 80111
                                           
Dear Charlie:

Congratulations on the expansion of your responsibilities! The experience and 
expertise that you bring to your new role will continue to add value toward 
meeting U S WEST's objectives. This letter supplements all prior 
agreements that set forth the terms of your employment and supersedes 
those prior agreements only as to the terms specifically addressed in this 
letter.
                                           
In connection with your expanded role, effective January 1, 1997, your 
annual base salary will be $490,000. Your opportunity for salary growth is 
based on your performance in a range that is both competitive and 
consistent with your responsibilities. Also effective January 1, 1997, your   
target Short Term Incentive Award opportunity will be 75% of your base 
salary, or $367,500.
                                           
    You will continue to participate in the U S WEST long term incentive 
programs (LTIP). The LTIP provides the potential for you to earn a 
significant level of compensation linked directly to the performance of 
the Company over the long term. In conjunction with your new role, your       
1997 LTIP opportunity is $1,000,000. Your LTIP will take the form of Dividend 
Equivalent Units (DEUs) and stock options as follows. You will be 
granted 65,000 DEUs for the 1997- 1999 performance period. Any DEU payout 
will be based on achievement of U S WEST Communications" strategic 
imperatives and be subject to plan provisions. You also will be granted 
38,000 options to purchase shares of U S WEST Communications Group stock and 
63,000 options to purchase shares of U S WEST Media Group stock. These 
options are nonqualified grants that vest in one-third increments each year 
for three years, as governed by the terms of the Stock Option Agreements and 
the 1994 U S WEST Stock Plan. The grant prices of these stock option grants 
was determined based upon the closing prices of the stock on the date of 
grant (January 2, 1997).
                                           
   Enclosed is your personalized one page summary outlining your 
opportunities this year. Enclosed also is your Long Term Incentive 
grant, including your Stock Option Agreement. Please retain one copy 
of the Agreement for your files and return the signed original in the 
enclosed envelope to Debbie Meadors in the Executive Compensation 
organization by March 15, 1997.  

<PAGE>

Charles P. Russ, III
January 31, 1997
Page 2
                                           
                                           
   For all outstanding vested stock options that you hold upon leaving the 
Company, you shall receive the same treatment as all "retired" 
employees under the terms of the 1994 U S WEST Stock Plan. 
Specifically, under that plan, vested stock options held at the time of 
retirement are exercisable for the full life of the option, subject to other 
applicable terms of the option agreements. For unvested stock options 
that you hold upon leaving the Company, the vesting terms of your 
original offer letter dated May 11, 1992, which provide for immediate vesting 
of all stock options granted to you between 1992 and 1996, shall 
continue to apply. Any unvested stock options granted to you subsequent 
to 1996 that you hold upon leaving the Company shall continue to vest, as 
currently provided for all retirees under the 1994 U S WEST Stock Plan. All 
unvested stock options that you hold upon leaving the Company, regardless of 
their date of grant, once vested, shall be exercisable for the full life of 
the option, as currently provided for all retirees under the 1994 U S 
WEST Stock Plan.
                                           
   Upon leaving the Company, you are entitled to a supplemental pension 
arrangement as approved by the Human Resources Committee of the Board of 
Directors on June 7, 1996. The supplemental pension arrangement 
provides for an increase to you, for each year of your employment with the 
Company between age 52 and age 65, of the percentage of final average 
compensation (FAC') to be provided to you as a pension benefit. The 
calculation of your FAC shall be as defined in the U S WEST Nonqualified 
Pension Plan, except that your FAC shall be calculated based on the highest 
consecutive 60 months of your employment regardless of        whether those 
months are in the last 120 months of employment.
                                           
    The table below shows the percentage of FAC that you will receive as an 
annual pension benefit, from all U S WEST qualified and nonqualified pension 
plans, depending on the age at which you leave the Company:
                                           
     Age                                    Age
Upon Termination    Percent            Upon Termination    Percent
----------------    -------            ----------------    -------
                                           
       52             39%                      59             52%
       53             41%                      60             54%
       54             42%                      61             56%
       55             44%                      62             57%
       56             46%                      63             58%
       57             48%                      64             59%
       58             50%                      65             60%
                                           
In keeping with the Human Resources Committee's intent to provide you with an 
enhancement of the pension benefit in your original offer letter 
dated May 11, 1992, you shall receive the greater benefit of (i) the 
supplemental pension benefit set forth in this letter (as offset by the
NCR pension piece thereof as described further below) or (ii) the 
supplemental pension benefit set forth in your original offer letter.  

<PAGE>

Charles P. Russ, III
January 31, 1997
Page 3



You may elect to receive your pension benefit in the form of a lump sum or an 
annuity, as further described below. If you leave the Company other than on 
your birthday, the percentages will be adjusted upward on a pro rata basis, 
using the number of days since your latest birthday divided       by 365. For 
example, if you leave the Company at age 60 and six months, the percentage 
will be approximately 55%. The percentages shown will be applied against your 
FAC, less any pension amount payable to you by your former employer, NCR. The 
resulting annual benefit would then be paid in the same form of payment 
that you have elected to receive your U S WEST Nonqualified Pension Plan 
benefit. To determine the amount by which your U S WEST pension benefit shall 
be offset, any such pension payments due to you from NCR over your expected 
life   shall be converted actuarially into the same form of payment that you 
have elected to receive your U S WEST pension benefit, using the 
assumptions set forth in the U S WEST Nonqualified Pension Plan. In making 
this calculation of your pension benefit, no deduction shall be made for     
any pension amounts paid to you by NCR in prior years.

In the event that NCR does not continue to make your current annual pension 
payment, at any time, for any reason, U S WEST then will make you whole 
immediately for the loss in the value to you of such unpaid 
NCR pension amounts. If NCR ceases to make pension payments to you prior 
to the date upon which your U S WEST pension is paid or begins to be paid, U 
S WEST shall make payments to you in the amount of the NCR pension 
payments, on the same schedule as you were receiving such payments 
from NCR. U S WEST shall continue to make such payments through the 
date on which your U S WEST pension is paid or begins to be paid. At         
that time, you would then receive your U S WEST pension with no offset for 
any NCR payments due but unpaid from NCR. If you elect to receive your U S 
WEST pension benefit as a lump sum, and NCR ceases to make pension 
payments to you at some point after your U S WEST pension is paid, U S WEST 
shall pay to you the actuarial present value of the payments that remain 
due to you from NCR, using the assumptions set forth in the U S WEST 
Nonqualified Pension Plan. If you elect to receive your U S WEST pension as 
an annuity, and NCR ceases to make pension payments to you after your U S 
WEST pension payments begin, the amount of such payments shall be 
increased by the amount of the NCR payments. The commitment of U 
S WEST, as described above, to make you whole for the loss in value of any 
unpaid NCR pension amounts shall extend fully and immediately to your 
designated beneficiary, or any contingent beneficiaries, in the event of 
your death, with payments commencing immediately upon discontinuation 
of payments from NCR, for whatever reason, whether that discontinuance occurs 
prior to, concurrent with, or after receipt of pension benefits from U S WEST.

Under the new disability benefit feature to the qualified U S WEST Pension 
Plan recently approved by the Board of Directors for all management 
employees, any disability benefit paid to a participant does not 
affect the level of such participant's pension benefit. Consistent with this  
  Board approval, any disability benefit you may receive from U S WEST, 
including without limitation, any incidental disability benefit from a 
pension plan or any benefit under the executive disability plan 
(whether received prior to, after or concurrent with any pension benefit),  

<PAGE>

Charles P. Russ, III
January 31, 1997
Page 4


shall not be considered to be a pension payment and shall not offset any 
pension payment from U S WEST.

Your benefit under the qualified U S WEST Pension Plan will be paid in 
accordance with your distribution election made at the time you leave the 
Company. The balance of your pension benefit, including this 
supplemental pension benefit, will be paid in accordance with the      
distribution election that you have made to receive your U S WEST 
Nonqualified Pension Plan benefit.

Consistent with the design of your original offer letter to provide to you 
pension features similar to those that you would have had if you 
remained employed at NCR, in addition to the optional forms of 
distribution set forth in the U S WEST Pension Plan, you may elect to receive 
your nonqualified pension benefit, including this supplement, as an unreduced 
life annuity with a 75 percent survivor benefit payable to your spouse over 
her life or, in the event of your spouse's death, to any of your 
children until they reach age 22. All available optional forms of benefit     
will be calculated as provided for in the U S WEST Nonqualified Pension 
Plan. As set forth previously in this letter, any such survivor benefit 
election shall apply to your spouse or children only if you die after you 
retire. In the event of your death prior to retirement, your designated 
beneficiary or you:r contingent beneficiaries will receive the full value of 
your personal retirement benefits, without limitation, assuming you 
retired the day before your death.

Upon your retirement on or after your fifty-fifth birthday, or upon your 
involuntary severance at any time, including without limitation, 
severance on account of long-term disability or death, you will be 
eligible for benefits as if "service pension eligible" and will receive the 
equivalent benefits provided to service pension eligible employees 
under all U S WEST plans and programs. If you terminate voluntarily 
before age 55, while you will receive a pension benefit as noted in the above 
table, you would not be considered as having "retired" nor would you be     
eligible for benefits as if you were "service pension eligible," except to 
the extent provided for in this letter, any Company plans or in other 
letters or written agreements you may have with the Company.

The terms and conditions of this letter are binding on the Company's 
successors and assigns, whether by law or otherwise, including without 
limitation, in the event of a change of control of the Company.

The Human Resources Committee's approval of the compensation opportunities 
and modified pension benefit described above reflects the Company's desire to 
maintain appropriate incentives to retain your highly valued services in 
the future.

Charlie, I look forward to your acceptance of these employment terms and 
anticipate your continued  strong  performance  and  the  contribution  
you will  make  to the  success of  U S WEST.  

<PAGE>

Charles P. Russ, III
January 31, 1997
Page 5


Please indicate your acceptance by signing below and returning to me at your
earliest convenience. 

                                      Sincerely,



                                      Richard D. McCormick




I acknowledge receipt of this letter and accept the terms of my expanded
responsibilities as stated, which is conditioned upon my acceptance of the 
terms stated in the letter.



--------------------               --------------------
Charles P. Russ, III               Date
                                           
cc: Sharon Naylor