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 EXHIBIT 10y

                   [FORM OF EXECUTIVE CHANGE OF CONTROL AGREEMENT]


                                  February 12, 1996


[Name]
[Title]
[Company]
7800 East Orchard Road
Englewood, Colorado 80111

Dear [Name]: 

         U S WEST, Inc. (the "Company"), on behalf of itself, its subsidiaries
and its shareholders, 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(h)) of the
Company. The Board of Directors of the Company (the "Board") believes that the
prospect of a pending or threatened Change of Control inevitably creates
distractions and personal risks and uncertainties for its executives, and that
it is in the best interests of the Company to minimize such distractions to
certain executives and the Company. 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 of the Company. 

         In order to induce you (the "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 of the Company in the
circumstances hereinafter described. 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(w)). 

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(b). 

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

         (g) CAUSE. For purposes of this Agreement, "Cause" shall mean the
Executive's willfully breaching or failing to perform his employment duties. For
purposes of this Subsection I(g), no act, or failure to act, on the part of the
Executive shall be deemed "willful" unless done, or omitted to be done, by the
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,
the Executive shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to the 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 the Executive
and an opportunity for the Executive, together with the Executive's counsel, to
be heard before the Board), finding that in the good faith opinion of the Board,
the Executive has engaged in the conduct set forth in this Subsection I(g) and
specifying the particulars thereof in detail. 

         (h) 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) of the Exchange Act) is or becomes a "beneficial owner" (as
         determined for purposes of Regulation 13D-G under the Exchange Act as
         currently in effect), 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, unless
         through a transaction consummated with the prior approval of the
         Board; 

              (ii) during any period of two 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 shareholders was approved by a vote of at
         least two-thirds 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, cease for any
         reason to constitute a majority of the Board; 

              (iii) the Company becomes a party to a merger, plan of
         reorganization, consolidation or share exchange in which either (x)
         the Company will not be the surviving corporation or (y) the Company
         will be the surviving corporation and any outstanding shares of the
         Company's common stock will 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); 

              (iv) the shareholders of the Company approve a merger, plan of
         reorganization, consolidation or share exchange with any other
         corporation, and immediately following such merger, plan of
         reorganization, consolidation or share exchange the holders of the
         voting securities of the Company outstanding immediately prior thereto
         hold securities representing fifty percent (50%) or less of the
         combined voting power of the voting securities of the Company or such
         surviving entity outstanding immediately after such merger, plan of
         reorganization, consolidation or

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         share exchange; provided, however, that notwithstanding the foregoing,
         no Change of Control for purposes of this Subsection I(h)(iv) shall be
         deemed to have occurred if one-half (1/2) or more of the members of
         the Board of the Company or such surviving entity immediately after
         such merger, plan of reorganization, consolidation or share exchange
         is comprised of persons who served as directors of the Company
         immediately prior to such merger, plan of reorganization,
         consolidation or share exchange or who are otherwise designees of the
         Company; 

              (v) the Company: (A) redeems all of the outstanding shares of the
         U.S WEST Communications Group Common Stock or the 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
         shareholders 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; or (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 

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

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

         (j) COMPANY. The meaning of this term is set forth in the first
paragraph of this Agreement and Subsection VI(a). 

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

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

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

         (n) EXCHANGE ACT. This term shall have the meaning set forth in
Subsection I(h). 

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

         (p) EXCISE TAX. This term shall have the meaning set forth in
Subsection IV(e)(i).

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

              (i) The assignment to the Executive of any duties inconsistent
         with, or any substantial diminution in, such Executive's status or
         responsibilities as in effect immediately prior to a Change of Control
         of the Company, 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 the
         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 the 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 the Executive is otherwise entitled under
         any of the short-term incentive plan in which the Executive
         participates, the U S WEST Executive Long-Term Incentive Plan, or any
         successor incentive compensation plans at the time such awards are
         usually paid;

              (iv) A change in the principal place of the Executive's
         employment, as in effect immediately prior to the Change of Control of
         the Company, 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 plan or stock option plan in which the
         Executive participates immediately prior to the Change of Control,
         unless an equivalent alternative compensation arrangement (embodied in
         an ongoing substitute or alternative plan) has been provided to the
         Executive, or the failure by the Company to continue the Executive's
         participation in any such incentive or stock option plan on
         substantially the same basis, both in terms of the amount of benefits
         provided and the level of the 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 the Executive benefits substantially
         equivalent, in the aggregate, to those enjoyed by the Executive under
         the qualified and non-qualified employee benefit and welfare plans of
         the Company, including, without limitation, any pension, life
         insurance, medical, dental, health and accident, disability,
         retirement or savings plans in which the Executive was eligible to
         participate immediately prior to the Change of Control; (B) the taking
         of any action by the Company which would directly or indirectly
         materially reduce or deprive the Executive of any other perquisite
         enjoyed by the Executive immediately prior to the Change of Control
         (including Company-paid and/or reimbursed club memberships, financial
         counseling fees and the like); or (C) the failure by the Company or
         its successor to treat the 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 or any successor to obtain a
         satisfactory written agreement from any successor to assume and agree
         to perform this Agreement, as contemplated in Subsection VI(a); or

              (viii) Any purported termination of the Executive's employment
         that is not effected pursuant to a Notice of Termination satisfying
         the requirements of Subsection III(b) or, if



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         applicable, Subsection I(g). For purposes of this Agreement, no such
         purported termination shall be effective except as constituting Good
         Reason. 

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

         (r) GROSS-UP PAYMENT. The meaning of this term is set forth in
Subsection IV(e)(i). 

         (s) NOTICE OF TERMINATION. The meaning of this term is set forth in
Subsection III(b). 

         (t) OTHER PAYMENTS. The meaning of this term is set forth in
Subsection IV(e)(i). 

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

         (v) RETIREMENT. For purposes of this Agreement, "Retirement" shall
mean the 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 arrangement established with the Executive's consent
with respect to the Executive. 

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

         (x) TAX COUNSEL. The meaning of this term is set forth in Subsection
IV(e)(ii). 

         (y) TERMINATION. The meaning of this term is set forth in Subsection
III(a). 

         (z) TERMINATION DATE. For purposes of this Agreement, "Termination
Date" shall mean: 

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

              (ii) If the 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) days and in
         the case of a termination for Good Reason shall not be less than
         thirty (30) days nor more than sixty (60) days, respectively, from the
         date such Notice of Termination is given).  

II. TERM OF AGREEMENT

         (a) GENERAL. Upon execution by the Executive, this Agreement shall
commence as of February 12, 1996. This Agreement shall continue in effect
through December 31, 1999; provided, however, that commencing on January 1,
2000, and every third January 1 thereafter, the term of this Agreement shall
automatically be extended for three additional years unless, not later than
ninety days prior to the January 1 on which this Agreement would otherwise
automatically be extended, the Company shall have given notice 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 months beyond the month in which the Change of Control occurred.

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         (b) DISPOSITION OF EMPLOYER. In the event the Executive is employed by
a Subsidiary, the terms of this Agreement shall expire if such Subsidiary is
sold or otherwise disposed of prior to a Change of Control unless the Executive
continues in employment with the Controlled Group after such sale or other
disposition. If the Executive's Employer is sold or disposed of following a
Change of Control, this Agreement shall continue through its original term or
any extended term then in effect. 

         (c) DEEMED CHANGE OF CONTROL. If the Executive's employment with the
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 was otherwise caused by the Change of Control,
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 of the Company
shall have occurred, the Executive shall be entitled to the benefits provided in
Section IV hereof upon the subsequent termination of her employment with the
Company within three years after the date of the Change of Control unless such
termination is (i) a result of the Executive's death or Retirement, (ii) for
Cause, (iii) a result of the Executive's Disability, or (iv) by the Executive
other than for Good Reason. A termination of the Executive's employment which is
not as a result of the Executive's death, Retirement or Disability and (x) if by
the Company, is not for Cause, or (y) if by the Executive, is for Good Reason,
shall be referred to hereinafter as a "Termination." 

         (b) NOTICE OF TERMINATION. Any purported termination of the
Executive's employment by the Company or by the 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 notice which shall indicate the specific provision of this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated. If the Executive's employment shall be terminated
for Cause or by the Executive for other than Good Reason, the Company shall pay
the Executive his full base salary through the Termination Date at the rate in
effect at the time Notice of Termination is given and shall pay any amounts to
be paid to the Executive pursuant to any other compensation plans, programs or
employment agreements then in effect, and the Company shall have no further
obligations to the Executive under this Agreement. 

         If within thirty (30) days after any Notice of Termination is given,
the party receiving such Notice 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(z), 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 the Executive his
full compensation in effect when the notice giving rise to the dispute was
given, and continue the Executive as a participant in all benefits plans or
perquisites in which the 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 

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addition to all other amounts due under this Agreement and shall not be offset
against or reduce any other amounts due under this Agreement. 

IV. COMPENSATION UPON A TERMINATION

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

         (a) STANDARD BENEFITS. The Company shall pay the Executive his full
base salary through the Termination Date at the rate in effect at the time the
Notice of Termination is given, no later than the second day following the
Termination Date, plus all other amounts to which the Executive is entitled
under any compensation plan of the Company applicable to the Executive at the
time such payments are due. Without limitation, amounts payable pursuant to this
Subsection IV(a) shall include, pursuant to the express terms of the short-term
incentive plan in which the Executive participates or otherwise, the Executive's
annual bonus under such short-term incentive plan, pro-rated to the Termination
Date. 

         (b) ADDITIONAL BENEFITS. The Company shall pay to the 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 the 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) the Executive's annual base salary rate
in effect immediately prior to the Termination Date and (y) the Executive's
annual bonus amount under the short-term incentive plan in which the 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 100% unless the performance actually achieved is greater than 100%, in which
case the actual performance levels shall be utilized. The Company shall pay to
the Executive the Additional Pay in a lump sum, in cash, not later than the
fifteenth day following the Termination Date. 

         (c) RETIREMENT PLAN BENEFITS. If not already vested, the Executive
shall be deemed fully vested in all Company retirement plans and/or other
written agreements relating to pay upon retirement in which the Executive was a
participant, party or beneficiary immediately preceding a Change of Control, and
any additional plans and/or agreements 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 the Executive under such plans
and/or agreements, the years of service with the Company and the age of the
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
the Executive sixty-five (65) years of age. For purposes of this Subsection
IV(c), "plans" include, without limitation, the Company's qualified pension
plan, non-qualified and mid-career retirement plans, and "agreements" encompass
the terms of any offer letters leading to the Executive's employment with the
Company where the Executive was a signatory thereto and any written amendments
to the foregoing. In the event that the terms of the plans referenced in this
Subsection IV(c) do not for any reason (e.g., if plan amendments would cause
disqualification of qualified plans) coincide with the provisions of this
Subsection IV(c), the Executive shall be entitled to receive from the Company
under the terms of this Agreement an amount equivalent to all amounts he would
have received 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). 

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         (d) HEALTH BENEFITS. Following the Termination Date, the Company shall
continue to provide health, vision and dental benefits to the Executive and the
Executive's eligible dependents on terms substantially equivalent to those on
which the Company provides such benefits to retired employees who were service
pension-eligible at the time of the Change of Control and whose retirement date
most closely approximates the date of the Change of Control. The eligibility of
the Executive's dependents shall be determined by the terms of the health,
vision and dental benefit plans in effect prior to the Change of Control. 

         (e) GROSS-UP PAYMENTS. 

              (i) In the event that any payment or the value of any benefit
         received or to be received by the Executive in connection with the
         Executive's Termination or contingent upon a Change of Control of the
         Company (whether received or to be received pursuant to the terms of
         this Agreement (the "Agreement Payments") or of any other plan,
         arrangement or agreement of the Company, its successors, any person
         whose actions result in a Change of Control of the Company or any
         person affiliated with any of them (or which, as a result of the
         completion of the transactions causing a Change of Control, will
         become affiliated with any of them) ("Other Payments" and, together
         with the Agreement Payments, the "Payments")) would be subject to the
         excise tax imposed by Section 4999 of the Internal Revenue Code of
         1986, as amended (the "Code") or any comparable federal, state or
         local excise tax (such excise 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 the
         Executive an additional amount (the "Gross-Up Payment") such that the
         net amount retained by the Executive, after deduction of the Excise
         Tax on Agreement Payments and Other Payments and any federal, state
         and local income tax and Excise Tax upon the payment provided for by
         this Subsection IV(e)(i), and any interest, penalties or additions to
         tax payable by the 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 intent of the parties is
         that the Company shall be solely responsible for and shall pay, any
         Excise Tax on any Payments and Gross-Up Payment and any income and
         employment taxes (including, without limitation, penalties and
         interest) imposed on any Gross-Up Payments as well as any loss of
         deduction caused by the Gross-Up Payment. 

              (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, shall
         be made by tax counsel selected by the Company and reasonably
         acceptable to the Executive ("Tax Counsel"). The Company shall cause
         the Tax Counsel to provide detailed supporting calculations to the
         Company and the Executive within fifteen (15) business days after
         notice is given by the 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 Counsel to timely
         provide the data required by this Subsection IV(e) to the Executive.
         All fees and expenses of the Tax Counsel shall be paid solely 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
         and/or other appropriate taxing authority on the Executive's behalf
         within five (5) days after receipt of the Tax Counsel's determination.
         If the Tax Counsel determines that there is substantial authority
         (within the meaning of Section 6662 of the Code) that no Excise Tax is
         payable by the Executive, the Tax Counsel shall furnish the Executive
         with a written opinion that failure to disclose or report the Excise
         Tax on the 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 similar penalty. Any determination
         by the Tax Counsel shall be binding upon the

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

              (iii) The Executive shall notify the Company in writing of any
         claim by the Internal Revenue Service or state or local taxing
         authority, that, if successful, would result in any Excise Tax or an
         underpayment of Gross-Up Payments. Such notice shall be given as soon
         as practicable but no later than fifteen (15) business days after the
         Executive is informed in writing of the claim and shall inform 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. The Executive shall not pay any portion of the claim prior to
         the expiration of the thirty (30) day period following the date on
         which the 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 the Executive in writing prior to the expiration
         of such thirty (30) day period that it desires to contest the claim,
         the 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 the 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 the 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 appeal, proceedings, hearings and conferences with
              the taxing authority pertaining to the claim. At the written
              request of the Company and upon payment to the Executive of an
              amount at least equal to the claim plus any

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              additional amount necessary to obtain the jurisdiction of the
              appropriate tribunal and/or court, the Executive shall pay the
              same and sue for a refund. The Executive agrees to prosecute any
              contest of a claim to a determination before any administrative
              tribunal, in a court of initial jurisdiction and in one or more
              appellate courts, as the Company shall determine; provided,
              however, that if the Company requests the Executive to pay the
              claim and sue for a refund, the Company shall advance the amount
              of such payment to the Executive, on an interest-free basis, and
              shall indemnify and hold the 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 the 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. The 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 the Executive of an amount advanced
         by the Company pursuant to Subsection IV(e)(iii) above, the Executive
         receives any refund of a claim and/or any additional amount that was
         necessary to obtain jurisdiction, the 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 the Executive of an amount advanced by the Company pursuant
         to Subsection IV(e)(iii) above, a determination is made that the
         Executive shall not be entitled to any refund of the claim and the
         Company does not notify the Executive in writing of its intent to
         contest such denial of refund of a claim prior to the expiration of
         thirty (30) days after such determination, then the portion of such
         advance attributable to a claim shall be forgiven and shall not be
         required to be repaid. 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 the 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 the Executive is not entitled to any
         refund of such amount, or any portion thereof, then such nonrefundable
         amount shall be repaid to the Company by the Executive within thirty
         (30) days after the 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 the Executive
all legal fees and expenses as and when incurred by the 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 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 the Executive, a
decision is rendered pursuant to Section X that such action was not brought by
the Executive in good faith. 

         (g) NO MITIGATION. The Executive shall not be required to mitigate the
amount of any payment 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 the Executive as
the result of employment by another employer or by retirement or other benefits
received after the Termination Date or otherwise, except as specifically
provided in this Section IV. The Company's obligation to make payments 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 which the Company or Employer may have against the
Executive or other parties.

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<PAGE>

V. DEATH AND DISABILITY BENEFITS

         In the event of the death or Disability of the Executive after a
Change of Control of the Company, the Executive, or in the case of death, the
Executive's beneficiaries, shall receive the benefits to which they are entitled
under the retirement plans, disability policies and other applicable plans or
agreements 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 the
Executive to compensation from the Company in the same amount and on the same
terms as the Executive would be entitled hereunder if the Executive had
terminated employment for Good Reason following a Change of Control of the
Company, 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 "Company" shall mean the Company as
hereinabove defined and any successor to its business and/or assets as aforesaid
which assumes and agrees to perform this Agreement by operation of law, or
otherwise. 

         (b) ENFORCEABLE BY BENEFICIARIES. This Agreement shall inure to the 
benefit of and be enforceable by the Executive's personal or legal 
representatives, executors, administrators, successors, heirs, distributees, 
devisees and legatees (the "Beneficiaries"). In the event of the death of the 
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 the Executive's 
Beneficiaries.

         (c) 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 the 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 the Executive
in any particular position, on any particular terms or at any particular rate of
remuneration. 


VII. CONFIDENTIAL INFORMATION. 

         The Executive shall hold in 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 the Executive's employment by the Employer and which shall
not be public knowledge (other than by acts by the Executive or his
representatives in violation of this Agreement). After termination of the
Executive's employment with the Company or any Employer within the Controlled
Group, the Executive shall not, without prior written consent of the Company or
the Employer, communicate or 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 the Executive under
this Agreement. 

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<PAGE>

VIII. NOTICE

         All notices and communications hereunder shall be in writing and shall
be given by hand delivery to the other party, by registered or certified mail,
return receipt requested, postage prepaid, or by overnight mail, addressed as
follows: 

         If to the Executive: 

         [Name]
         [Title]
         [Company]
         7800 East Orchard Road
         Englewood, Colorado 80111
    
         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. Notice and communications shall be 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 the Executive and the Company's Chief Executive Officer. 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
Colorado. 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

         The 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, the Executive's
employment or the termination of the Executive's employment, whether arising in
contract, statute, tort, fraud, misrepresentation, or other legal theory, shall
be determined solely by

                                          12

<PAGE>

arbitration in Denver, Colorado under the rules of the AAA. The only legal
claims between the Executive, on the one hand, and the Company or any
Subsidiary, on the other, that would not be included in this agreement to
arbitration are claims by the 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 the 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 dispute or controversy arising under or Subsection III(b).
If this Article XI is in effect, any claim with respect to this Agreement, the
Executive's employment or the termination of the Executive's employment must be
established by a preponderance of the evidence submitted to the impartial
arbitrator. A single arbitrator engaged in the practice of law shall conduct any
arbitration under the then current procedures of the American Arbitration
Association (the "AAA") and under the AAA's then current Model Employment
Arbitration Rules. 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 letter sets forth our agreement 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:___________________________________
   [Name]
   Chairman, President and 
       Chief Executive Officer


______________________________________
[Name]

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