<PAGE>


                         STOCKHOLDERS' AGREEMENT


            AGREEMENT, dated as of February 27, 1996, among Amos B. Hostetter,
Jr. ("Hostetter"), the Amos B. Hostetter, Jr. 1989 Trust (the "Hostetter
Trust"), Timothy P. Neher ("Neher"), Corporate Advisors, L.P., a Delaware
limited partnership ("Corporate Advisors"), the stockholders set forth on
Schedule A-1 (collectively, the "Boston Ventures Stockholders"), the
stockholders set forth on Schedule A-2 (collectively, the "Other Stockholders"),
and U S WEST, INC., a Delaware corporation ("Acquiror").  Hostetter, the
Hostetter Trust, Neher, the Boston Ventures Stockholders, and the Other
Stockholders sometimes are referred to herein collectively as the "Stockholders"
and individually as a "Stockholder."

                         W I T N E S S E T H :

            WHEREAS, each of the Stockholders is the beneficial and record owner
of the shares of capital stock of CONTINENTAL CABLEVISION, INC., a Delaware
corporation (the "Company"), set forth opposite each such Stockholder's name on
Schedule B-1;

            WHEREAS, Corporate Advisors possesses certain rights with respect to
the shares of capital stock of the Company owned by the entities listed on
Schedule A-3 (the "CP Entities");

            WHEREAS, concurrently with the execution of this Agreement, Acquiror
and the Company are entering into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which the Company will be merged with and into Acquiror
(the "Merger"), with Acquiror continuing as the Surviving Corporation; and

            WHEREAS, in order to induce Acquiror to enter into the Merger
Agreement, the Stockholders and Corporate Advisors wish to make certain
representations, warranties, covenants and agreements in connection with the
Merger.

            NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:



<PAGE>

                                    ARTICLE 

                                  DEFINITIONS

            1.1   DEFINITIONS.  Capitalized terms used herein but not
otherwise defined herein shall have the respective meanings ascribed thereto in
the Merger Agreement and the following terms shall have the following meanings:

            "BENEFICIALLY OWN" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.

            "CONTROL" shall mean, as to any person, the power to direct or
cause the direction of the management and policies of such person, whether
through the ownership of voting securities, by contract or otherwise.  The term
"Controlling Person" shall have a correlative meaning.

            "CP SHARES" shall mean the shares of Company Preferred Stock owned
by the CP Entities set forth on Schedule B-2.

            "EQUITY SECURITIES" shall have the meaning set forth in Rule 405
under the Securities Act.

            "PERMITTED ASSIGNEE" shall mean (i) with respect to Hostetter and
the Hostetter Trust, (w) Hostetter, (x) Hostetter's lineal descendants, (y) a
trust for the benefit of, the estate of, executors, personal representatives,
administrators, guardians or conservators of, any of the individuals referred to
in the foregoing clauses (w) and (x) (but only in their capacity as such) and
(z) charitable trusts and charitable foundations formed by Hostetter (including,
without limitation, the Hostetter Foundation); (ii) with respect to Neher, (w)
Neher, (x) Neher's lineal descendants, (y) a trust for the benefit of, the
estate of, executors, personal representatives, administrators, guardians or
conservators of, any of the individuals referred to in the foregoing clauses (w)
and (x) (but only in their capacity as such) and (z) charitable trusts and
charitable foundations formed by Neher and (iii) with respect to the CP
Entities, the Boston Ventures Stockholders and the Other Stockholders, (x) any
Person Controlled by such Stockholder or CP Entity and (y) its respective
partners, members, stockholders or other holders of equity interests in such
Stockholder or CP Entity.



                                        2 
<PAGE>

            "REPRESENTATIVES" shall have the meaning set forth in Section 3.4.

            "RESTRICTED STOCKHOLDER" shall mean any Stockholder that,
individually or together with its Affiliates, beneficially owns, or is a member
of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) that
beneficially owns, 5% or more of Media Stock.

            "STOCKHOLDER DISCLOSURE LETTER" shall have the meaning set forth
in Section 2.1.

            "VOTING SECURITIES" shall have the meaning set forth in Rule 405
under the Securities Act.


                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES
                              OF THE STOCKHOLDERS

            2.1  REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.  Each
Stockholder represents and warrants, severally but not jointly, to Acquiror as
follows:

            (a)   OWNERSHIP OF COMPANY SHARES.  Except as disclosed in Section
2.1(a) of the letter from the Stockholders to Acquiror, dated the date hereof
(the "Stockholder Disclosure Letter"), such Stockholder is the beneficial owner
of the shares of Company Capital Stock set forth opposite such Stockholder's
name on Schedule B-1, free and clear of all liens, claims, charges, security
interests or other encumbrances and, except for this Agreement and the Merger
Agreement, there are no options, warrants or other rights, agreements,
arrangements or commitments of any character to which such Stockholder is a
party relating to the pledge, disposition or voting of any shares of capital
stock of the Company or any of its Subsidiaries that are owned by such
Stockholder, and there are no voting trusts or voting agreements with respect to
such shares.  The shares of Company Capital Stock set forth opposite such
Stockholder's name on Schedule B-1 constitute all of the outstanding shares of
capital stock of the Company owned beneficially or of record by such Stockholder
and such Stockholder does not have any options, warrants or other rights to
acquire any additional shares of capital stock of the Company or any security
exercisable or exchangeable for, or convertible into, shares of capital stock of
the Company.


                                        3 
<PAGE>


            (b)   AUTHORITY TO EXECUTE AND PERFORM AGREEMENTS.  Such
Stockholder has the full legal right and power and all authority required to
enter into, execute and deliver this Agreement and to perform fully such
Stockholder's obligations hereunder.  The execution and delivery of this
Agreement by such Stockholder have been duly authorized by all requisite
organizational action, if any, on the part of such Stockholder.  This Agreement
has been duly executed and delivered and constitutes the legal, valid and
binding obligation of such Stockholder enforceable against such Stockholder in
accordance with its terms, except as the enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
similar laws now or hereafter in effect generally affecting creditors' rights or
by general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

            (c)   NO CONFLICTS; CONSENTS.  (i)  Except as set forth in
Section 2.1(c) of the Stockholder Disclosure Letter, the execution and delivery
by such Stockholder of this Agreement do not, and the consummation of the
transactions contemplated hereby will not, conflict with or result in any
violation of or default (with or without notice or lapse of time, or both) under
(A) any contract, agreement or other binding arrangement to which such
Stockholder is a party or (B) any judgment, order, writ, injunction or decree of
any court, governmental body, administrative agency or arbitrator applicable to
such Stockholder.

            (ii)  Except as set forth in Section 2.1(c) of the Stockholder
Disclosure Letter, no consents, approvals or authorizations of, or notices or
filings with, any Governmental Authority or any Third Party are required to be
obtained or made by such Stockholder in connection with the execution and
delivery by such Stockholder of this Agreement and the consummation of the
transactions contemplated hereby.

            (d)   OWNERSHIP OF ACQUIROR COMMON STOCK.  As of the date hereof,
except as disclosed in Section 2.1(d) of the Stockholder Disclosure Letter or
provided for in this Agreement, (i) such Stockholder does not, and, to its best
knowledge, its Affiliates do not, beneficially own, directly or indirectly,
shares of Communications Stock or Media Stock (or securities convertible into or
exchangeable for any shares of Communications Stock or Media Stock) and (ii)
such


                                        4 
<PAGE>

Stockholder is not, and, to its best knowledge, its Affiliates are not, parties
to any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of, shares of Communications Stock or Media Stock
(or securities convertible into or exchangeable for any shares of Communications
Stock or Media Stock).

            (e)   INFORMATION SUPPLIED.  None of the information specifically
supplied or to be supplied by such Stockholder with respect to such Stockholder
for inclusion or incorporation by reference in (i) the Form S-4 will, at the
time the Form S-4 is filed with the SEC and at the time it becomes effective
under the Securities Act, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading and (ii) the Proxy Statement will, at
the date the Proxy Statement is first mailed to Stockholders and at the time of
the Stockholders' Meeting, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading.

            2.2   AUTHORITY OF CORPORATE ADVISORS TO ACT.  (a)  Corporate
Advisors represents and warrants that it has full power and authority:  (i)
pursuant to the provisions of an Investment Management Agreement dated as of
June 17, 1988, between the State Board of Administration of Florida (the "SBA")
and Corporate Advisors, as amended (the "Management Agreement"), to act on
behalf of the SBA in connection with the transactions contemplated by this
Agreement, (ii) pursuant to the provisions of an Amended and Restated Limited
Partnership Agreement dated as of June 20, 1988, to act on behalf of each of
Corporate Partners, L.P. and Corporate Offshore Partners, L.P. in connection
with the transactions contemplated by this Agreement, and (iii) pursuant to the
provisions of a Co-Investment Agreement dated as of April 27, 1992 (the
"Co-Investment Agreement") to control the voting and, except as set forth in
Section 2.2 of the letter from Corporate Advisors to Acquiror, dated the date
hereof (the "Corporate Partners Disclosure Letter"), the disposition of the
securities of the Company owned by Vencap Holdings (1992) Pte Ltd. and Contcable
Co-Investors, L.P. (the "Co-Investors") identified on Schedule B-2 hereto.



                                        5 
<PAGE>

            (b)  Corporate Advisors also represents and warrants that it has
been granted irrevocable proxies to vote all shares of Company Preferred Stock
indicated as owned by the SBA and the Co-Investors on Schedule B-2 hereto as
well as any shares of Company Common Stock issued upon the conversion or
redemption of such shares of Company Preferred Stock and all other equity
securities of the Company having voting rights obtained by it pursuant to
ownership of the shares of Company Preferred Stock.


                                   ARTICLE III

                                    COVENANTS

            3.1  NO DISPOSITION OR ACQUISITION OF SHARES.    Subject to
Section 3.5 hereof, each of the Stockholders agrees that, except as set forth in
Section 3.1 of the Stockholder Disclosure Letter, such Stockholder shall not,
and, except as set forth in Section 3.1 of the Corporate Partners Disclosure
Letter, Corporate Advisors agrees, with respect to the CP Shares, to cause the
CP Entities not to, sell, transfer, pledge, hypothecate, encumber or otherwise
dispose of (except upon such Stockholder's death), or enter into any contract,
option or other arrangement or understanding with respect to the sale, transfer,
pledge, hypothecation, encumbrance or other disposition of, any of the shares of
Company Capital Stock set forth opposite such Stockholder's name on Schedule B-1
or the CP Shares, as applicable; PROVIDED, HOWEVER, that such Stockholder or
CP Entity shall have the right to transfer such shares to a Permitted Assignee
if such Permitted Assignee becomes a party to this Agreement and agrees to be
bound by the terms hereof.  Each Stockholder and Corporate Advisors agrees that
the certificates representing the shares of Company Capital Stock owned by such
Stockholder or the CP Entities, as applicable, shall bear a legend indicating
that such shares are subject to this Agreement, which legend may be removed upon
termination of this Agreement.  Except as specifically set forth herein, each
Stockholder and Corporate Advisors agrees, with respect to the CP Shares to
cause the CP Entity, not to exchange or convert any shares of Class B Common
Stock for or into shares of Class A Common Stock.  Each Stockholder agrees that,
during the Measurement Period (as such term is defined in the Certificate of
Designation of Series B Convertible Preferred Stock of the Company attached as
Exhibit E to the Merger Agreement), such Stockholder shall not, and shall use
its best efforts to


                                        6 
<PAGE>

cause its Affiliates not to, purchase or otherwise acquire (including through
any derivative transactions) any shares of Company Capital Stock.

            3.2  VOTING ARRANGEMENTS.  Each of the Stockholders agrees, and
Corporate Advisors agrees with respect to the CP Shares, that, except pursuant
to this Agreement, it shall not grant any proxies, deposit any shares of Company
Capital Stock into a voting trust or enter into any voting agreement with
respect to any shares of Company Capital Stock now or hereafter owned by such
Stockholder or now owned by the CP Entities, as applicable, other than proxies
to vote such shares at any annual or special meeting of stockholders of the
Company on matters unrelated to the matters set forth in Section 4.1 hereof.

            3.3  SATISFACTION OF CONDITIONS TO THE MERGER.  Each of the
Stockholders agrees and Corporate Advisors agrees with respect to the CP Shares
that such Stockholder, in its capacity as such, and Corporate Advisors, acting
on behalf of the CP Entities, shall assist and cooperate with the parties to the
Merger Agreement in doing all things necessary, proper or advisable under
Applicable Laws as promptly as practicable to consummate and make effective the
Merger and the other transactions contemplated by the Merger Agreement and the
Transaction Documents and such Stockholder and Corporate Advisors shall not take
any action that would or is reasonably likely to result in any of its
representations and warranties set forth in this Agreement being untrue as of
the date made or in any of the conditions set forth in Article VIII of the
Merger Agreement not being satisfied.

            3.4  NO SOLICITATION.  Each of the Stockholders agrees that such
Stockholder shall not, and, except as set forth in Section 3.4 of the Corporate
Partners Disclosure Letter, Corporate Advisors agrees that it shall not,  nor
shall it permit any of its Subsidiaries or Affiliates to, nor shall it authorize
or permit any of its officers, directors, employees, agents, investment bankers,
attorneys, financial advisors or other representatives (collectively,
"Representatives") to, directly or indirectly, solicit, initiate or encourage
(including by way of furnishing information or assistance) or take other action
to facilitate any inquiries or the making of any proposal that constitutes or
may reasonably be expected to lead to, an Acquisition Proposal from any Third
Party, or engage in any discussions or negotiations relating thereto or in
furtherance thereof


                                        7 
<PAGE>

or accept or enter into any agreement with respect to any Acquisition Proposal;
PROVIDED, HOWEVER, that, notwithstanding any other provision of this
Agreement, if such Stockholder or any representative of Corporate Advisors is a
member of the Board of Directors, such Stockholder or representative may take
any action in such Person's capacity as a director that the Board of Directors
would be permitted to take in accordance with Section 7.10 of the Merger
Agreement.  Such Stockholder and Corporate Advisors shall immediately cease and
cause to be terminated any existing solicitation, initiation, encouragement,
activity, discussion or negotiation with any parties conducted heretofore by
such Stockholder or Corporate Advisors, as the case may be, or any of its
Representatives with respect to any of the foregoing.  Each such Stockholder and
Corporate Advisors shall promptly (but in any event within 24 hours thereafter)
notify Acquiror orally and in writing of any Acquisition Proposal or any inquiry
which could lead to an Acquisition Proposal, within 24 hours of the receipt
thereof, including the identity of the Third Party making any such Acquisition
Proposal or inquiry and the material terms and conditions of any Acquisition
Proposal, and if such inquiry or proposal is in writing, such Stockholder shall
deliver to Acquiror a copy of such inquiry or proposal.

            3.5  STANDSTILL; TRANSFER RESTRICTIONS. (a)  Each of Hostetter and
the Hostetter Trust agrees that, (i) from the date hereof until the Closing Date
and (ii) from and after the Closing Date for so long as such Stockholder shall
be a Restricted Stockholder, such Stockholder shall not, and shall use its best
efforts to cause its Affiliates not to, without the prior written consent of the
board of directors of Acquiror, (A) in any manner acquire, agree to acquire or
make any proposal to acquire, directly or indirectly, any Equity Securities of
Acquiror, or any rights or options to acquire such Equity Securities (other than
the shares of Media Stock and Series D Preferred Stock received by such
Stockholder in the Merger or acquisitions of Equity Securities of Acquiror in
aggregate amounts not to exceed $20 million), (B) propose to enter into,
directly or indirectly, a merger or other business combination involving
Acquiror or propose to purchase, directly or indirectly, a material portion of
the assets of Acquiror, (C) make, or in any way participate, directly or
indirectly, in, any "solicitation" of "proxies" (as such terms are used in
Regulation 14A under the Exchange Act) to vote or consent or seek to advise or
influence any Person with respect to the


                                        8 
<PAGE>

voting of, or granting of a consent with respect to, any Voting Securities of
Acquiror, (D) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) for the purpose of acquiring,
holding, voting or disposing of any Equity Securities of Acquiror (other than
any such group consisting solely of Hostetter, the Hostetter Trust and their
Permitted Assignees), (E) otherwise act, alone or in concert with others, to
seek to control or influence in any public manner or public forum the management
or policies of Acquiror; PROVIDED, HOWEVER, that the foregoing shall not
limit the ability to vote any shares of any Equity Securities of Acquiror, (F)
disclose any intention, plan or arrangement inconsistent with the foregoing, (G)
advise, assist (including by knowingly providing or arranging financing for that
purpose) or encourage any other Person in connection with any of the foregoing,
(H) request Acquiror or any agent of Acquiror, directly or indirectly, to amend
or waive any provision of this Section 3.5(a) (including this sentence) or (I)
take any action which might require Acquiror to make a public announcement
regarding the possibility of a transaction between such Stockholder and Acquiror
(including any of their respective Affiliates).

            (b)   Hostetter, the Hostetter Trust and, subject to Section 3.5 of
the Corporate Partners Disclosure Letter, Corporate Advisors agree that, from
the date hereof until the Closing Date, such Stockholder and Corporate Advisors
shall not, and shall use its best efforts to cause its Affiliates not to,
without the prior written consent of the board of directors of Acquiror, sell,
transfer, pledge, encumber or otherwise dispose of, or agree to sell, transfer,
pledge, encumber or otherwise dispose of (including through any "short sales" or
derivative transactions), any Equity Securities of Acquiror or any of its
Subsidiaries or any rights or options to acquire such Equity Securities.

            (c)   Each of Hostetter and the Hostetter Trust agrees that, from
and after the Closing Date, for so long as such Stockholder shall be a
Restricted Stockholder, such Stockholder shall not, and shall use its best
efforts to cause its Affiliates not to, without the prior written consent of the
board of directors of Acquiror, sell, transfer, pledge, encumber or otherwise
dispose of, or agree to sell, transfer, pledge, encumber or otherwise dispose of
(including through any "short sales" or derivative transactions), any Equity
Securities of Acquiror, or any


                                        9 
<PAGE>

rights or options to acquire such Equity Securities, except (i) to the
underwriters in connection with an underwritten public offering of shares of
such securities on a firm commitment basis registered under the Securities Act
in accordance with the terms of the Registration Rights Agreement, pursuant to
which the sale of such securities is in a manner that will effect a broad
distribution, (ii) to any Permitted Assignee, provided that such Permitted
Assignee becomes a party to this Agreement and agrees to be bound by the terms
of this Section 3.5(c), (iii) to a Third Party in a transaction that complies
with the volume and manner of sale provisions contained in Rule 144(e) and (f)
as in effect on the date hereof under the Securities Act, (iv) to any Third
Party in a transaction or series of related transactions (other than "short
sales" or derivative transactions) whenever occurring, provided that this clause
(iv) shall be unavailable in any case where such Stockholder sells more than 3%
of any class or series of Equity Securities of Acquiror to a Person or "group"
(within the meaning of Section 13(d)(3) of the Exchange Act), (v) a bona fide
pledge of shares of Equity Securities of Acquiror to a financial institution to
secure borrowings of such Stockholder as permitted by Applicable Laws, and (vi)
pursuant to the terms of any tender or exchange offer for Equity Securities of
Acquiror made in compliance with the applicable provisions of the Exchange Act
(but only so long as such Stockholder is at the time in compliance with the
provisions of Section 3.5(a) hereof and such tender or exchange offer does not
involve any past violation of such provisions by such Stockholder).

            (d)   Each of Hostetter and the Hostetter Trust agree that from and
after the Closing Date until the one-year anniversary thereof, such Stockholder
shall not sell, transfer, pledge, encumber or otherwise dispose of (including
through any "short sales" or derivative transactions) any equity securities of
Acquiror received by such Stockholder pursuant to the Merger; PROVIDED,
HOWEVER, that such Stockholder shall have the right to transfer such shares to
a Permitted Assignee if such Permitted Assignee becomes a party to this
Agreement and agrees to be bound by the terms hereof.

            (e)  For the purposes of this Section 3.5, the term Acquiror shall
include any successor, by operation of law or otherwise, or any Person that
acquires or succeeds to all or substantially all of the assets of the Media
Group.  In the event of any such succession or acquisition, notwith-


                                     10
<PAGE>


standing anything to the contrary contained herein, the provisions of Section 
3.5(a) hereof shall continue for a period of five years from the consummation 
of such event.

            3.6  NON-COMPETITION. (a)  Except as otherwise provided in Section
3.6(b), (1) Hostetter shall not, until the first anniversary of the date (the
"Termination Date") Hostetter ceases to be an employee of the Company or
Acquiror or their respective Subsidiaries or Affiliates or, if the Termination
Date is after December 31, 2001, the six month anniversary of the Termination
Date and (2) Neher shall not, until the later of (x) the first anniversary of
the date Neher ceases to be an employee of the Company or Acquiror or their
respective Subsidiaries or Affiliates and (y) December 31, 1998, directly or
indirectly:

            (i)  engage in any activity in the telecommunications business
(which shall include, but not be limited to, the provision of video, voice and
data services), directly or indirectly (whether as an employee, officer,
director, agent, consultant, proprietor, partner, principal stockholder or
otherwise), other than as required for the performance of his employment by the
Company or by a Subsidiary.  For the purposes of this Section 3.6, the
telecommunications business shall include the acquisition of existing
telecommunications systems and the obtaining of franchises (or the renewal of
existing franchises) for the construction and operation of telecommunications
systems to provide voice, data and video services in communities throughout the
United States of America and in certain foreign countries and the investment in
and participation in the operating of other telecommunications and cable
programming ventures; or

            (ii)  engage in any action, activity or course of conduct which is
detrimental to the business or business reputation of the Company or any of its
Subsidiaries, including (A) soliciting, recruiting or hiring any employees of
the Company or any of its Subsidiaries and (B) soliciting or encouraging any
employee of the Company or any of its Subsidiaries to leave the employment of
the Company or any of its Subsidiaries and (C) disclosing or furnishing to
anyone any confidential information relating to the Company or any of its
Subsidiaries or otherwise using such confidential information for its own
benefit or the benefit of any other person.

            (b)   Nothing contained in Section 3.6(a) shall prohibit or
otherwise restrict Hostetter from acquiring or


                                        11 
<PAGE>

owning, directly or indirectly, for investment or other legitimate business
purposes not intended to circumvent this Agreement, securities of any entity
engaged, directly or indirectly, in a business engaged in the telecommunications
business if either (i) such entity is a public entity and Hostetter (A) is not a
Controlling Person of, or a member of a group which Controls, such entity and
(B) owns, directly or indirectly, no more than 5% of any class of Equity
Securities of such entity or (ii) such entity is not a public entity and
Hostetter (A) is not a Controlling Person of, or a member of a group that
Controls, such entity and (b) owns, directly or indirectly, no more than 10% of
any class of Equity Securities of such entity.

            (c)  Hostetter and Neher acknowledge and agree that the covenants
and restrictions contained in this Section 3.6 are reasonable and that they
shall not in any way challenge the reasonableness or the enforceability of this
Section 3.6 or any covenant or restriction contained herein.

            3.7  CONVERSION OF CLASS B COMMON STOCK.  In the event the Charter
Amendment is not approved at the Initial Stockholders' Meeting, then promptly
thereafter, but in any event prior to the record date established by the Company
for the Additional Stockholders' Meeting, Hostetter and the Hostetter Trust
agree to convert a number of shares of Class B Common Stock into Class A Common
Stock in an amount equal to the lesser of (i) all of their respective shares of
Class B Common Stock or (ii) that number of shares of Class B Common Stock such
that Hostetter will beneficially own at least a majority of the outstanding
shares of Class A Common Stock as of such record date.  Hostetter and the
Hostetter Trust agree to comply with the provisions of Section 4.1 hereof with
respect to such shares including, without limitation, voting all of such shares
of Class B Common Stock in favor of the Charter Amendment.  The number of shares
of Class B Common Stock to be converted by Hostetter and the Hostetter Trust
shall be reduced by the number of shares of Class A Common Stock beneficially
owned by Persons other than Hostetter for which an irrevocable voting agreement
or proxy has been submitted to Acquiror to vote such shares in favor of the
Charter Amendment and the Merger Agreement.



                                       12 
<PAGE>

                                    ARTICLE IV

                               PROXY; CONVERSION;
                         ELECTIONS; WAIVER OF RIGHTS

            4.1  PROXY.  Each Stockholder hereby agrees and Corporate Advisors
agrees with respect to the CP Shares that, at any meeting of the stockholders of
the Company, however called, including any Stockholders' Meeting, and at every
adjournment thereof, and in any action by written consent of the stockholders of
the Company, to (a) vote all of the shares of Company Capital Stock then owned
by such Stockholder or the CP Shares, as applicable, in favor of the adoption of
the Merger Agreement as in effect on the date hereof (as such agreement may be
amended (1) as contemplated by Section 7.16(b) of the Merger Agreement or (2)
with the consent of such Stockholder or Corporate Advisors, as the case may be)
and each of the other transactions contemplated thereby and any action required
in furtherance thereof, (b) vote such shares in favor of adoption of the Charter
Amendment, (c) vote such shares against any action or agreement that would
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of the Company under the Merger Agreement, and
(d) vote such shares against any Acquisition Proposal or any other action or
agreement that, directly or indirectly, is inconsistent with or that would, or
is reasonably likely to, directly or indirectly, impede, interfere with or
attempt to discourage the Merger or any other transaction contemplated by the
Merger Agreement, including, but not limited to (i) any extraordinary corporate
transaction (other than the Merger on the terms set forth in the Merger
Agreement), such as a merger, consolidation, business combination,
reorganization, recapitalization or liquidation involving the Company or any of
its Subsidiaries, (ii) a sale or transfer of a material amount of assets of the
Company or any of its Subsidiaries, or (iii) any material change in the
Company's corporate structure or business; PROVIDED, HOWEVER, that, if such
Stockholder or any representative of Corporate Advisors is a member of the Board
of Directors of the Company, nothing herein shall be construed to obligate such
Stockholder or representative to act in such Stockholder's or representative's
capacity as a director in any manner which may conflict with such Person's
fiduciary duties as a director of the Company.

            In furtherance of the foregoing, (i) each Stockholder hereby
appoints Acquiror and the proper officers


                                        13 
<PAGE>

of Acquiror, and each of them, with full power of substitution in the premises,
its proxies to vote all such Stockholder's shares of Company Capital Stock at
any meeting, general or special, of the stockholders of the Company, and to
execute one or more written consents or other instruments from time to time in
order to take such action without the necessity of a meeting of the stockholders
of the Company, in accordance with the provisions of the preceding paragraph and
(ii) Acquiror hereby agrees to vote such shares or execute written consents or
other instruments in accordance with the provisions of the preceding paragraph.

            The proxy and power of attorney granted herein shall be irrevocable
during the term of this Agreement, shall be deemed to be coupled with an
interest and shall revoke all prior proxies granted by such Stockholder.  Such
Stockholder shall not grant any proxy to any person which conflicts with the
proxy granted herein, and any attempt to do so shall be void.  The power of
attorney granted herein is a durable power of attorney and shall survive the
disability or incompetence of such Stockholder.

            4.2  CONVERSION.  Immediately prior to the Effective Time,
Corporate Advisors agrees to cause the conversion of all of the CP Shares into
shares of Company Common Stock.

            4.3  WAIVER OF APPRAISAL RIGHTS.  Each Stockholder and Corporate
Advisors, with respect to the CP Shares, hereby waives its rights to appraisal
under Section 262 of the DGCL with respect to any shares of Company Capital
Stock owned by it or the CP Shares, as applicable, in connection with the
transactions contemplated by the Merger Agreement.

            4.4  WAIVER OF CERTAIN RIGHTS.  Each Stockholder hereby waives and
agrees not to assert any claims or rights it may have against any director of
the Company in respect of approval or adoption of the Merger Agreement or the
consummation of the Merger or the other transactions contemplated thereby.



                                        14 
<PAGE>

                                     ARTICLE V

                                   MISCELLANEOUS

            5.1  TERMINATION.  This Agreement shall terminate upon the earlier
to occur of (i) the mutual consent of Acquiror, all of the Stockholders and
Corporate Advisors, (ii) the termination of the Merger Agreement prior to the
consummation of the Merger (except that if the Merger Agreement is terminated
pursuant to Section 9.1(h) thereof, the last sentence of Section 3.1 of this
Agreement shall not terminate), and (iii) the tenth anniversary of the Closing
Date.

            5.2  AMENDMENT.  This Agreement may be amended only by a written
instrument executed by the parties or their respective successors or assigns.

            5.3  NOTICES.  Notices, requests, permissions, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if signed by the respective persons giving them (in the case of any
corporation the signature shall be by an officer thereof) and delivered by hand,
deposited in the United States mail (registered or certified, return receipt
requested), properly addressed and postage prepaid, or delivered by telecopy:

            If to Acquiror, to:

            U S WEST, INC.
            7800 East Orchard Road
            Englewood, Colorado  80111
            Telephone: (303) 793-6500
            Telecopy: (303) 793-6654
            Attention:  General Counsel

            with a copy to:

            Weil, Gotshal & Manges LLP
            767 Fifth Avenue
            New York, New York  10153
            Telephone:  (212) 310-8000
            Telecopy:   (212) 310-8007
            Attention:  Dennis J. Block, Esq.



                                        15 
<PAGE>

            If to Amos B. Hostetter, Jr., the Hostetter Trust or to Timothy P.
            Neher, to:

            c/o Continental Cablevision, Inc.
            The Pilot House
            Lewis Wharf
            Boston, Massachusetts  02110

            with a copy to:

            Sullivan & Worcester LLP
            One Post Office Square
            Boston, Massachusetts  02109
            Telephone:  (617) 338-2800
            Telecopy:   (617) 338-2880
            Attention:  Patrick K. Miehe, Esq.

            If to Corporate Advisors, the Boston Ventures Stockholders or to the
            Other Stockholders, at such address as may be furnished to Acquiror
            from time to time.

            5.4  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts and each counterpart shall be deemed to be an original, but all of
which shall constitute one and the same original.

            5.5  APPLICABLE LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware without
reference to choice of law principles, including all matters of construction,
validity and performance.

            5.6  SEVERABILITY; ENFORCEMENT.  The invalidity of any portion
hereof shall not affect the validity, force or effect of the remaining portions
hereof.  If it is ever held that any restriction hereunder is too broad to
permit enforcement of such restriction to its fullest extent, each party agrees
that a court of competent jurisdiction may enforce such restriction to the
maximum extent permitted by law, and each party hereby consents and agrees that
such scope may be judicially modified accordingly in any proceeding brought to
enforce such restriction.  In furtherance of the foregoing, if any court
construes any of the provisions of Section 3.6, or any part thereof, to be
unreasonable because of the duration of such provision or the geographic scope
thereof, such court shall have the power to reduce the duration or restrict the
geographic


                                        16 
<PAGE>

scope of such provision and to enforce such provision as so reduced or
restricted.

            5.7  FURTHER ASSURANCES.  Each party hereto shall execute and
deliver such additional documents as may be necessary or desirable to consummate
the transactions contemplated by this Agreement.

            5.8  PARTIES IN INTEREST; ASSIGNMENT.  Neither this Agreement nor
any of the rights, interest or obligations hereunder shall be assigned by any of
the parties hereto without the prior written consent of the other parties.

            5.9  ENTIRE AGREEMENT.  This Agreement and the Merger Agreement
and the Transaction Documents contain the entire understanding of the parties
hereto and thereto with respect to the subject matter contained herein and
therein, and supersede and cancel all prior agreements, negotiations,
correspondence, undertakings and communications of the parties, oral or written,
respecting such subject matter.  There are no restrictions, promises,
representations, warranties, agreements or undertakings of any party hereto or
to the Merger Agreement or any of the Transaction Documents with respect to the
transactions contemplated by this Agreement and the Merger Agreement and the
Transaction Documents other than those set forth herein or therein or made
hereunder or thereunder.

            5.10  SPECIFIC PERFORMANCE.  The parties hereto agree that the
remedy at law for any breach of this Agreement will be inadequate and that any
party by whom this Agreement is enforceable shall be entitled to specific
performance in addition to any other appropriate relief or remedy.  Such party
may, in its sole discretion, apply to a court of competent jurisdiction for
specific performance or injunctive or such other relief as such court may deem
just and proper in order to enforce this Agreement or prevent any violation
hereof and, to the extent permitted by applicable law, each party waives any
objection to the imposition of such relief.

            5.11  HEADINGS; REFERENCES.  The section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.  All references
herein to "Sections" or "Exhibits" shall be deemed to be


                                        17 
<PAGE>

references to Articles or Sections hereof or Exhibits hereto unless otherwise
indicated.


                                        18 
<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto had caused this
Agreement to be duly executed and delivered as of the day and year first above
written.


                        U S WEST, INC.


                        By: /s/ Charles M. Lillis
                           --------------------------------------------
                            Charles M. Lillis
                            Title: Executive Vice President;
                                    President and Chief Executive
                                    Officer of U S WEST Media Group


                         /s/ Amos B. Hostetter, Jr.
                         ---------------------------
                         Amos B. Hostetter, Jr.


                        THE AMOS B. HOSTETTER, JR. 1989 TRUST


                        By: /s/ Amos B. Hostetter, Jr.
                           --------------------------------------
                           Name:    Amos B. Hostetter, Jr.
                           Title: Trustee


                        By: /s/ Timothy P Neher
                           ---------------------------------------
                           Name: Timothy P. Neher
                           Title: Trustee


                         /s/ Timothy P Nehr
                         ----------------------------
                             Timothy P. Neher


                        SCHOONER CAPITAL CORPORATION


                        By: /s/ Vincent J. Ryan
                            --------------------------------------
                            Name:  Vincent J. Ryan
                            Title: Chairman and
                                   Chief Executive Officer


                                        19 
<PAGE>

                        BOSTON VENTURES LIMITED PARTNERSHIP III

                        By: BOSTON VENTURES COMPANY LIMITED
                               PARTNERSHIP III


                        By: /s/Roy F. Coppedge III
                           ---------------------------------------------
                           Name:Roy F. Coppedge III
                           Title: General Partner


                        BOSTON VENTURES LIMITED PARTNERSHIP IIIA

                        By: BOSTON VENTURES COMPANY LIMITED
                               PARTNERSHIP III


                        By: /s/Roy F. Copped
                           ------------------------------------------------
                           Name:  Roy F. Coppedge III
                           Title: General Partner


                        BOSTON VENTURES LIMITED PARTNERSHIP IV

                        By: BOSTON VENTURES COMPANY LIMITED
                               PARTNERSHIP IV


                        By: /s/Roy F. Coppedge III                   
                           ---------------------------------------------------
                           Name:  Roy F. Coppedge III
                           Title: General Partner


                        BOSTON VENTURES LIMITED PARTNERSHIP IVA

                        By: BOSTON VENTURES COMPANY LIMITED
                               PARTNERSHIP IV


                        By: /s/Roy F. Coppedge III                   
                           ---------------------------------------------------
                           Name:  Roy F. Coppedge III
                           Title: General Partner




                                        20 
<PAGE>

                        CORPORATE ADVISORS, L.P.

                        By:  LFCP CORP.


                        By: /s/ Jonathan Kagan
                           ---------------------------------------
                           Name: Jonathan Kagan
                           Title: President


                                        21 
<PAGE>


                                     SCHEDULE A-1


     Boston Ventures Limited Partnership III
     Boston Ventures Limited Partnership IIIA
     Boston Ventures Limited Partnership IV
     Boston Ventures Limited Partnership IVA

                                         A-1


<PAGE>

                                     SCHEDULE A-2



     Schooner Capital Corporation

                                         A-2


<PAGE>

                                     SCHEDULE A-3



     Corporate Partners, L.P.
     The State Board of Administration of Florida
     Vencap Holdings (1992) Pte Ltd
     Corporate Offshore Partners, L.P.
     ContCable Co-Investors, L.P.

                                         A-3


<PAGE>

                                     SCHEDULE B-1



Stockholder                       Shares         Class
-----------                       ------         -----

Amos B. Hostetter, Jr.             1,266,025     Class B Common Stock
The Amos B. Hostetter, Jr.
  1989 Trust                      42,843,550     Class B Common Stock
Barbara W. Hostetter                  10,375     Class B Common Stock
Amos B. Hostetter & Janet
  Wilson FBO Amos B. Hostetter       223,200     Class B Common Stock
Amos B. Hostetter & Janet
  Wilson FBO Janet H. Wilson         223,200     Class B Common Stock
Amos B. Hostetter, Jr. Cust.
  for Caroline Hostetter              28,625     Class B Common Stock
Amos B. Hostetter, Jr. Cust.
  for Elisabeth Hostetter             11,375     Class B Common Stock
Amos B. Hostetter, Jr. Cust.
  for Amos B. Hostetter III            2,025     Class B Common Stock
Amos B. Hostetter, Jr. Cust.
  for Bennett E. Rathburn              4,025     Class B Common Stock
Amos B. Hostetter, Jr. Cust.
  for Samuel S. Rathburn               3,025     Class B Common Stock
Barbara W. Hostetter &
  Timothy P. Neher, Trustees
  for the Puddleduck Trust           550,000     Class B Common Stock
The Hostetter Foundation              40,000     Class B Common Stock
                              ----------------
  Total beneficially owned
    by Amos B. Hostetter, Jr.          45,205,425

                                         B-1

<PAGE>


Timothy P. Neher (1)               1,451,725     Class B Common Stock
Mary Ann Neher as Custodian
  for Amy Neher                       27,500     Class B Common Stock
Timothy P. Neher Childrens'
  Trust FBO Amy Neher                 82,500     Class B Common Stock
Mary Ann Neher as Custodian
  for Victoria Neher                  27,500     Class B Common Stock
Timothy P. Neher Childrens'
  Trust FBO Victoria Neher            82,500     Class B Common Stock
                               -------------
  Total benficially owned by
     Timothy P. Neher              1,671,725

Schooner Capital
  Corporation                      5,558,700     Class B Common Stock

Boston Ventures Limited
  Partnership III                  3,034,525     Class B Common Stock
Boston Ventures Limited
  Partnership IIIA                   799,825     Class B Common Stock
Boston Ventures Limited
  Partnership IV                   2,381,725     Class B Common Stock
Boston Ventures Limited
  Partnership IVA                  1,298,000     Class B Common Stock


--------------------

1.  Mr. Neher has shared voting and investment power as to 550,000 shares with
respect to which he acts as a trustee with Mrs. Hostetter, and as to 42,843,550
shares with respect to which he acts as a trustee with Mr. Hostetter, which
shares are shown as beneficially owned by Mr. Hostetter.

                                         B-1


<PAGE>


                                     SCHEDULE B-2



     CP Enity                               CP Shares
     ---------                              ---------

     Corporate Partners, L.P.               728,953
     The State Board of Administration 
      of Florida                             76,084
     Vencap Holdings (1992) Pte Ltd          71,428
     Corporate Offshore Partners, L.P.       52,107
     ContCable Co-Investors, L.P.            42,857


                                         B-2