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                                                                    EXHIBIT 10-P
 
                                   AMENDMENT
                                       to
                           the SEPARATION AGREEMENT,
                            Dated as of June 5, 1998
                             between U S WEST, INC.
              (renamed as of the date hereof MEDIAONE GROUP, INC.)
                                      and
                                  USW-C, INC.
                 (renamed as of the date hereof U S WEST, INC.)
 
                           Dated as of June 12, 1998
 
    AMENDMENT, (this "Amendment"), to the SEPARATION AGREEMENT, dated as of June
5, 1998 (the "Separation Agreement"), between U S WEST, Inc. ("U S WEST"), a
Delaware corporation renamed as of the date hereof "MEDIAONE GROUP, INC.," and
USW-C, Inc., a Delaware corporation and wholly owned subsidiary of U S WEST
("New U S WEST"), renamed as of the date hereof "U S WEST, INC." Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in
the Separation Agreement.
 
                              W I T N E S S E T H:
 
    WHEREAS, U S WEST and New U S WEST have entered into the Separation
Agreement, pursuant to which, among other things, (a) U S WEST is effecting a
restructuring of certain of its assets, liabilities and businesses, as a result
of which New U S WEST shall own the Directories Business and the businesses
currently attributed to the Communications Group and (b) U S WEST shall
distribute all of the outstanding capital stock of New U S WEST to its
stockholders, all on the terms and subject to the conditions described herein;
and
 
    WHEREAS, U S WEST and New U S WEST desire to amend certain provisions of the
Separation Agreement to provide for the elimination of all intercompany accounts
between U S WEST and New U S WEST.
 
    NOW, THEREFORE, in furtherance of the foregoing and in consideration of the
mutual promises and undertakings contained herein and in any other document
executed in connection with this Amendment, the parties agree as follows:
 
    SECTION 1.  Section 3.2(d) of the Separation Agreement is hereby deleted in
its entirety and in lieu thereof the following is added:
 
    "U S WEST shall assume from Capital Funding the indebtedness owed by Capital
    Funding to U S WEST Cellular Investments, Inc., a Mauritius corporation."
 
    SECTION 2.  Section 3.2(i) of the Separation Agreement is hereby deleted in
its entirety and in lieu thereof the following is added:
 
    "FinanceCo shall loan to U S WEST all of the proceeds of the indebtedness
    incurred by FinanceCo to fund the costs and expenses which are the
    responsibility of the U S WEST Group in connection with the Refinancing.
    Capital Funding shall loan to U S WEST an amount equal to the Pre-Separation
    Adjustment. U S WEST shall contribute, as a capital contribution, to Capital
    Funding the amount of funds necessary for Capital Funding to fund all of the
    costs and expenses of the Refinancing payable by Capital Funding and Capital
    Funding shall use such funds to pay such costs and expenses."
 
    SECTION 3.  Section 3.4(a) of the Separation Agreement is hereby amended by
adding immediately after paragraph 3.4(a) (x):
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    "(xi) the indebtedness owed by U S WEST to Capital Funding, incurred
    pursuant to Section 3.2(i) of the Separation Agreement, as amended by
    Section 3 of this Amendment.
 
    (xii) the indebtedness owed by U S WEST to Federal Relations."
 
    SECTION 4.  All other terms and conditions of the Agreement shall remain in
full force and effect.
 
    SECTION 5.  This Amendment shall be governed by, and construed in accordance
with, the laws of Colorado.
 
    SECTION 6.  This Amendment may be executed in one or more counterparts, each
of which shall be deemed an original, and all of which shall constitute one and
the same Amendment.
 
    IN WITNESS WHEREOF, each of the parties has caused this Amendment to the
Separation Agreement to be duly executed on its behalf by its officers thereunto
duly authorized, all as of the day and year first above written.
 
                                U S WEST, INC.
                                (to be renamed MEDIAONE GROUP, INC.)
 
                                By:  /s/ STEPHEN E. BRILZ
                                     -----------------------------------------
                                     Name: Stephen E. Brilz
                                     Title: Assistant Secretary
 
                                USW-C, INC.
                                (to be renamed U S WEST, INC.)
 
                                By:  /s/ THOMAS O. MCGIMPSEY
                                     -----------------------------------------
                                     Name: Thomas O. McGimpsey
                                     Title: Assistant Secretary