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                                                                   EXHIBIT 10.39

                        COVAD COMMUNICATIONS GROUP, INC.

                            EXECUTIVE SEVERANCE PLAN

                                       AND

                            SUMMARY PLAN DESCRIPTION

                         Effective Date: August 1, 2003

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                        COVAD COMMUNICATIONS GROUP, INC.
                            EXECUTIVE SEVERANCE PLAN
                                       AND
                            SUMMARY PLAN DESCRIPTION

SECTION 1. INTRODUCTION. The Covad Communications Group, Inc. Executive
Severance Plan (the "Plan") is primarily designed to provide those eligible
employees of Covad Communications Group, Inc. (the "Company") and its
subsidiaries whose employment is terminated for reasons delineated in the Plan
with financial assistance while they are seeking new employment opportunities.
The Plan is also intended to satisfy, where applicable, the obligations of the
Company under the Federal Worker Adjustment and Retraining Notification ("WARN")
Act. The Plan is effective for eligible employees who are notified between
August 1, 2003 and December 31, 2004 that their employment will be terminated.

This Plan is designed to be an "employee welfare benefit plan," as defined in
Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). This Plan is governed by ERISA and, to the extent applicable, the
laws of the State of California. This document constitutes both the official
plan document and the required summary plan description under ERISA.

Only those employees who are notified in writing of their participation in the
Plan shall be eligible for Severance Benefits under the Plan.

SECTION 2. DEFINITIONS.

         "1934 ACT": The Securities Exchange Act of 1934, as amended.

         "BENEFICIAL OWNER": As defined in Rule 13d-3 of the SEC under the 1934
Act.

         "CHANGE OF CONTROL" shall include any of the following:

                  1.       Any person (as such term is used in Rule 13d-5 of the
SEC under the 1934 Act) or group (as such term is defined in Section 13(d) of
the 1934 Act), other than a Subsidiary of the Company or any employee benefit
plan (or any related trust) of the Company or a Subsidiary of the Company,
becomes the Beneficial Owner of 50% or more of the common stock of Group or of
Voting Securities representing 50% or more of the combined voting power of all
Voting Securities of the Company;

                  2.       Incumbent Directors cease for any reason to
constitute at least 50% of the members of the Board of Directors of the Company
("Board"), for which purpose "Incumbent Director" means (a) any individual
serving on the date hereof as a member of the Board, and (b) any
subsequently-appointed or elected member of the Board whose election, or
nomination for election by the stockholders was approved by a vote or written
consent of at least a majority of the directors who are then Incumbent Directors
unless the initial assumption of office of such subsequently-elected or
appointed director is in connection with an Imminent Change of Control Date;

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                  3.       Approval by the stockholders of the Company of any of
the following:

                  (A)      a merger, reorganization or consolidation ("Merger")
with respect to which the individuals and entities who were the respective
Beneficial Owners of the stock and Voting Securities of the Company immediately
before such Merger do not, after such Merger, beneficially own, directly or
indirectly, more than 50% of, respectively, the common stock and the combined
voting power of the Voting Securities of the corporation resulting from such
Merger in substantially the same proportion as their ownership immediately
before such Merger, or

                  (B)      the sale or other disposition of all or substantially
all of the assets of the Company.

         "CHANGE IN POSITION OR JOB DUTIES": Any of the following constitutes a
change in a position or job duties:

                  (1)      Your position (including offices, titles, reporting
requirements and responsibilities), authority and duties are not commensurate in
all material respects with the principal position, authority and duties held by,
exercised by and assigned to you at any time during the 90-day period
immediately before the effective date of the Change of Control;

                  (2)      You are requested to principally perform your
services at a location more than 40 miles from the location you were performing
them during the 90-day period immediately before the effective date of the
Change of Control;

                  (3)      A reduction of ten percent (10%) or more in the level
of your base salary, bonus, stock options or employee benefits (in the
aggregate), other than a reduction implemented with your consent or a reduction
that is equivalent to a reduction in base salaries, bonus opportunities, stock
options and/or employee benefits (in the aggregate), as applicable, imposed on
peer executives of the Company (if you are an employee of Company) or a
Subsidiary (if you are an employee of a Subsidiary); or

                  (4)      There is any material change in welfare and fringe
benefits you received in the year prior to the effective date of the Change of
Control.

         "CODE": The Internal Revenue Code of 1986, as amended.

         "IMMINENT CHANGE OF CONTROL DATE": Any date on which occurs (a) a
presentation to the Board or to Group's stockholders generally of a proposal or
offer for a Change of Control, or (b) the public announcement (whether by
advertisement, press release, press interview, public statement, SEC filing or
otherwise) of a proposal or offer for a Change of Control, or (c) the lapse of a
one-year period following a prior Imminent Change of Control Date if the
proposal or offer triggering such prior Imminent Change of Control Date remains
effective and unrevoked on such date.

                                       3

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         "INVOLUNTARY TERMINATION": Any purported termination of your employment
by Group or a Subsidiary other than as expressly excluded under this definition.
Involuntary termination does not include termination of employment due to:

                  (1)      "Disability" defined as any medically determinable
physical or mental impairment that has lasted for a continuous period of not
less than six months and can be expected to be permanent or of indefinite
duration, and that renders you unable to perform the essential functions of your
job with or without reasonable accommodation.

                  (2)      Death;

                  (3)      "Cause" defined as any of the following: (i)
conviction of any felony which includes as an element of the crime a
premeditated intention to commit the act, (ii) serious misconduct involving
dishonesty in the course of employment, or (iii) habitual neglect of your duties
(other than on account of disability) which habitual neglect materially
adversely affects your performance of your duties and continues for 30 days
following your receipt of notice from the Board of Directors of the Company (if
you are an employee of the Company), or the Board of Directors of a Subsidiary
(if you are an employee of a Subsidiary), which specifically identifies the
nature of the habitual neglect and the duties that are materially adversely
affected and states that, if not cured, such habitual neglect constitutes
grounds for termination; except that Cause shall not mean: (1) bad judgment or
negligence other than habitual neglect of duty; (2) any act or omission believed
by you in good faith to have been in or not opposed to the interest of Group and
its Subsidiaries (without intent to gain, directly or indirectly, a profit to
which you were not legally entitled); (3) any act or omission with respect to
which a determination could properly have been made by the board of directors of
your employer that you met the applicable standard of conduct for
indemnification or reimbursement under such employer's by-laws, any applicable
indemnification agreement, or applicable law, in each case in effect at the time
of such act or omission; or (4) any act or omission with respect to which notice
of termination is given more than 12 months after the earliest date on which any
member of the board of directors of your employer, not a party to the act or
omission, knew or should have known of such act or omission.

         "SEC": The Securities and Exchange Commission.

         "SUBSIDIARY" OR "SUBSIDIARIES": Any corporation as defined in Section
424(f) of the Code with the Company being treated as the employer corporation
for purposes of this definition, and any partnership or limited liability
company in which Group or any Subsidiary has a direct or indirect interest
(whether in the form of voting power or participation in profits or capital
contribution) of 50% or more. The determination of Subsidiary status shall be
made, in the case of a Change of Control, at the time of the occurrence of the
event constituting a Change of Control; and in the case of an event relating to
employment status or benefits, at the time such event occurs.

         "UNCORRECTED PERFORMANCE DEFICIENCIES": Means the performance of your
duties fails to meet an acceptable level as determined by the CEO thirty (30)
days following your receipt of written notice from the CEO which specifically
identifies the nature of the performance deficiencies and the acceptable level
of performance which he/she expects the executive to achieve.

                                       4

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         "VOTING SECURITIES": Means securities of a corporation that are
entitled to vote generally in the election of directors of such corporation.

SECTION 3. ELIGIBILITY TO PARTICIPATE.

         A. GENERAL RULES. You will generally be eligible to participate and to
receive benefits under the Plan if you meet all of the following requirements:

                           1.       you are a regular full-time employee of the
         Company or a Subsidiary in Salary Grades M4J, M5K or M6L;

                           2.       you meet one of the following requirements:

                                    (a)      you are notified during the term of
                                             the Plan (that is, the period
                                             commencing August 1, 2003 and
                                             ending on December 31, 2004) of
                                             your Involuntary Termination for
                                             reasons other than Cause or
                                             Uncorrected Performance
                                             Deficiencies; or

                                    (b)      a "Change of Control" occurs as
                                             defined herein and one of the
                                             following two (2) events happens
                                             within six (6) months of the
                                             effective date of the Change of
                                             Control:

                                             (1)      you experience a "Change
                                                      in Position and Job
                                                      Duties" as defined herein;
                                                      or

                                             (2)      you are notified of your
                                                      Involuntary Termination
                                                      for reasons other than
                                                      Cause;

                           3.       you have returned to the Company all company
         documents created and received by you during your employment
         (electronic and paper) with the exception only of your personal copies
         of documents evidencing your hire, termination, compensation, benefits
         and stock options, and any other documents you have received as a
         shareholder of Group;

                           4.       you have returned to the Company all items
         of property provided to you for your use during employment with the
         Company and its Subsidiaries including, but not limited to, computers
         (laptops or otherwise), software, modems, routers, cell phones, all
         peripherals, building access/ID cards, keys and passes, credit and
         calling cards issued to you;

                           5.       you execute the General Release of All
         Claims, a copy of which is attached as Exhibit A, within five (5) days
         after your termination date if you are under age forty (40), or you
         execute the General Release of All Claims, a copy of which is attached
         as Exhibit B, within twenty-one (21) days after your termination date
         if you are age forty (40) or over; and

                           6.       you are not in one of the excluded
         categories listed below:

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         B. EXCEPTIONS. You will not be eligible for severance benefits under
this Plan if:

                           1. you voluntarily terminate employment where there
         has been no Change in Position or Job Duties, unless such voluntary
         termination occurs after you receive notice of an involuntary
         termination for reasons other than Cause or Uncorrected Performance
         Deficiencies which would otherwise qualify you for benefits and the
         Plan Administrator determines, in its sole discretion, that your
         earlier voluntary termination is in the best interests of the Company
         or a Subsidiary;

                           2. you are a temporary or seasonal employee or work
         for the Company or a Subsidiary solely as a leased employee,
         independent contractor, consultant or agent or you are otherwise
         classified as such by the Company or a Subsidiary (whether or not such
         classification is upheld upon governmental or judicial review); or

                           3. you are covered by any other severance or
         separation pay plan or arrangement with the Company or a Subsidiary or
         by an employment agreement with the Company or a Subsidiary that
         provides for severance benefits and that is in effect on your
         termination.

SECTION 4. SEVERANCE BENEFITS.

         A. TIME OF PAYMENT AND FORM OF BENEFIT. If you are eligible for
severance benefits under the Plan you will receive these benefits in the form of
a single lump sum payment (unless the Plan Administrator determines, in its sole
discretion, to pay such benefits in installments; provided, however, that all
payments under the Plan will be completed within twenty-four (24) months of your
termination date) and are subject to all applicable withholdings. Your benefits
will be paid as soon as administratively feasible after the occurrence of the
following events:

                           1. (a) you have been notified in writing of an
         Involuntary Termination for reasons other than Cause or Uncorrected
         Performance Deficiencies; (b) within 6 months of a Change In Control
         you have been notified in writing that it is determined that you have
         experienced a "Change in Position and Job Duties" or an Involuntary
         Termination for reasons other than Cause under the Plan; and

                           2. the Company or a Subsidiary's receipt of your
         executed General Release; and

                           3. the expiration of any rescission or revocation
         period applicable to your executed General Release.

         B. AMOUNT OF SEVERANCE PAY. If you do not sign the General Release, you
will receive two (2) weeks of Salary. If you do sign the General Release, the
amount of your severance benefit will generally be determined in accordance with
the guidelines set forth below, measured as of the effective date of your
termination of active employee status:

                           1. Employees who have been notified of an Involuntary
         Termination because of Uncorrected Performance Deficiencies will
         receive sixty (60) days of salary;

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                           2. Employees who have been notified of an Involuntary
         Termination for reasons other than Cause or Uncorrected Performance
         Deficiencies will receive one hundred and eighty (180) days of salary;

                           3. Within 6 months of a Change In Control, employees
         who have been determined to have experienced a "Change in Position and
         Job Duties" or an Involuntary Termination for reasons other than Cause
         will receive one hundred and eighty (180) days of salary.

                           4. SALARY generally means your annual base salary
         determined as of your termination date and generally does not include,
         for example, bonuses, overtime compensation, incentive pay, shift
         premiums or differentials, compensation associated with employee stock
         options or stock purchase plans, reimbursements, or expense allowances.
         If you are a commissioned sales personnel, your salary will also
         include sales commissions for the number of days of Salary you will
         receive as severance pay as outlined above (such commissions will be
         determined using the amount of your monthly commission target or, if
         you are in a ramp-up period as of your termination date, your monthly
         ramp-up commission target). Sixty (60) days of Salary means the base
         salary you would earn during the sixty (60) calendar days immediately
         following your date of termination. One hundred and eighty (180) days
         of Salary means the base salary you would earn during the One hundred
         and eighty (180) calendar days immediately following your date of
         termination. If you are paid on an hourly basis, your base salary shall
         be computed based on a forty (40) hour work week.

                           5. Notwithstanding any other provision of the Plan to
         the contrary, your total severance pay under this Plan shall not exceed
         one (1) time your "annual compensation" earned during the calendar year
         immediately preceding your termination of employment (calculated on an
         annualized basis). 'Annual compensation' means the total of all
         compensation, including wages, salary, and any other benefit of
         monetary value, whether paid in the form of cash or otherwise, which
         was paid as consideration for the employee's service during the year,
         or which would have been so paid at the employee's usual rate of
         compensation if the employee had worked a full year.

                           6. If your termination is deemed covered by WARN, the
         benefit payable under this Plan shall be considered to be payments
         required by that Act. For employees who sign the General Release and
         are subject to WARN, the benefits payable under this Plan shall not be
         less than the amount required by WARN plus an additional amount to be
         determined by the Company or its Subsidiary.

         C. OTHER SEVERANCE AGREEMENTS. The Plan Administrator may, as it deems
appropriate and in its sole discretion, authorize severance benefits in an
amount different from the guideline amount. Under certain circumstances, the
Plan Administrator may, in its sole discretion, waive or modify, with respect to
one or more classes of employees, the eligibility requirements for severance
benefits or modify the method of calculating their severance benefits.

         D. VACATION PAY. You will also receive a lump sum payment for all your
accrued and unused vacation through your termination date in a separate
paycheck.

                                       7

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         E. REEMPLOYMENT. In the event you are re-employed by Group or a
Subsidiary during the period following your termination date that is equal to
the number of days of Salary you will receive as severance pay as outlined in
subsection 4.B., you will be required to repay to the Company or its Subsidiary
a prorated portion of the severance pay received under subsection 4.B.

SECTION 5. COBRA CONTINUATION COVERAGE. Your existing coverage under the
Company's group health plan (and, if applicable, the existing group health
coverage for your eligible dependents) will end on the last day of the month in
which your employment terminates. You and your eligible dependents may then be
eligible to elect temporary continuation coverage under the Company's group
health plan in accordance with the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended ("COBRA"). You and your eligible dependents will be
provided with a COBRA election form and notice which describe your rights to
continuation coverage under COBRA. If you are eligible for severance benefits
under the Plan at the time of your termination of employment and elect COBRA
continuation coverage, then the Company will pay for COBRA coverage for you and,
if applicable, your eligible dependents (such payments shall not include COBRA
coverage with respect to the Company's Section 125 health care reimbursement
plan) for up to six (6) months - the actual amount received will be equivalent
to the days of salary of severance you receive. After such period of
Company-paid coverage, you (and, if applicable, your eligible dependents) may
continue COBRA coverage at your own expense in accordance with COBRA. No
provision of this Plan will affect the continuation coverage rules under COBRA.
Therefore, the period during which you must elect to continue the Company's
group health plan coverage under COBRA, the length of time during which COBRA
coverage will be made available to you, and all your other rights and
obligations under COBRA will be applied in the same manner that such rules would
apply in the absence of this Plan. Any such election is your responsibility, not
the Company's or a Subsidiary's.

In addition, the Company or a Subsidiary shall provide, at no cost to you,
continued eligibility for you and your eligible dependents in the Company's
Employee Assistance Program for up to six (6) months - the actual amount
received will be equivalent to the days of salary of severance you receive.

SECTION 6. OTHER EMPLOYEE BENEFITS. All non-health benefits (such as life
insurance and disability coverage) terminate as of your termination date (except
to the extent that any conversion privilege is available thereunder). This Plan
does not affect any vested benefits you may have under stock option, stock
purchase, or 401(k) plans of the Company or its Subsidiaries; your rights, if
any, under these plans, including any rights you may have to exercise vested
option shares, continue as set forth in the documents governing such plans.

SECTION 7. PLAN ADMINISTRATION. As the Plan Administrator, the Company has full
discretionary authority to administer and interpret the Plan, including
discretionary authority to determine eligibility for participation and for
benefits under the Plan, the amount of benefits (if any) payable per
participant, and to interpret ambiguous terms. The Plan Administrator may
delegate any or all of its administrative duties to personnel of the Company or
a Subsidiary. Any such delegation will carry with it the full discretionary
authority of the Plan Administrator to carry out the delegated duties. The
Company, as the Plan Administrator, will indemnify and hold harmless any person
to whom it delegates its responsibilities; provided, however, such

                                       8

<PAGE>

person does not act with gross negligence or willful misconduct. All
determinations by the Plan Administrator or its delegate will be final and
conclusive upon all persons.

SECTION 8. BENEFITS. All benefits will be paid from the general assets of the
Company. The Company will not establish a trust to fund the benefits which may
become due and payable under the Plan. The benefits provided under the Plan are
not assignable and may be conditioned upon your compliance with any
confidentiality agreement you have entered into with the Company or upon your
compliance with any Company policy or program.

SECTION 9. CLAIMS PROCEDURE.

                  A. INITIAL BENEFIT CLAIM PROCEDURE.

                  Benefits under this Plan will be calculated and paid
automatically to eligible Participants. If, however, you believe that you were
not paid the benefits due and owing to you, you may file a claim with the
Administrator. The claim must be in writing and state the basis on which you
claim additional benefits. No claim for Plan benefits shall be valid unless it
is submitted in writing to the Administrator within sixty (60) days following
the receipt or denial of the disputed benefit. Employees who are denied Plan
benefits at the termination of their employment and who feel they are entitled
to Plan benefits must file a claim for Plan benefits within sixty (60) days
following their Termination Date.

If your claim for benefits under the Plan is denied in whole or in part, you
will be notified by the Administrator in writing or electronically within ninety
(90) days after the date the claim is delivered to the Administrator. Any
electronic notification shall comply with Department of Labor regulations
regarding such matters. If the Administrator determines that special
circumstances require an extension of time for processing the claim, you will be
given written notice of the extension prior to the expiration of the initial
ninety (90) day period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan
expects to decide the claim. In no event shall such extension exceed a period of
ninety (90) days from the end of the initial period.

If a claim for benefits is denied, the Administrator will notify you in writing.
The notification will be written in understandable language and will state: (i)
the specific reasons for denial of the claim, (ii) specific references to Plan
provisions on which the denial is based, (iii) a description (if appropriate) of
any additional material or information necessary for you to perfect the claim,
and (iv) an explanation of the Plan's review procedure and a statement of your
rights to bring a civil action under Section 502(a) of ERISA if your claim for
benefits is denied on appeal.

         B. REVIEW OF DENIED CLAIMS.

Within 60 days after a claim has been denied, in whole or in part, you (or your
authorized representative) may request a review by submitting to the
Administrator a written statement: (a) requesting a review of the denial of the
claim; (b) setting forth all of the grounds upon which the request for review is
based and any facts in support thereof; and (c) setting forth any issues or
comments which you deem relevant to the claim. You may, in addition to written
comments, submit documents, records, and other information relating to the claim
for benefits. You will be

                                       9

<PAGE>

provided, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant to the claim for benefits.
A document, record or other information shall be considered "relevant" to the
claim if the document, record or other information (i) was relied upon in making
the benefit determination; (ii) was submitted, considered or generated in the
course of making the benefit determination, without regard to whether it was
relied upon in making the benefit determination; or (iii) if it demonstrates the
Administrator's compliance with administrative processes and safeguards.

The Administrator shall make a decision on review within sixty (60) days after
the receipt of your request for review by the Plan, unless the Administrator
determines that special circumstances (such as the need to hold a hearing)
require an extension of time for processing the claim. If the Administrator
determines that an extension of time for processing is required, written notice
of the extension shall be furnished to you prior to the termination of the
initial sixty (60) day period. In no event shall such extension exceed a period
of sixty (60) days from the end of the initial period. The extension notice
shall indicate the special circumstances requiring an extension of time and the
date by which the Plan expects to make its determination on review.

The Administrator will provide you with written or electronic notification of
the Plan's benefit determination on review. An adverse benefit determination
shall set forth (i) the specific reason(s) for the adverse determination; (ii)
reference to the specific Plan provisions on which the benefit determination is
based; (iii) a statement that you are entitled to receive, upon request and free
of charge, reasonable access to, and copies of all documents, records and other
information relevant to your claim for benefits; and (iv) a statement of your
rights to bring a civil action under Section 502(a) of ERISA.

SECTION 10. PLAN TERMS. The Plan supersedes any and all prior separation,
severance and salary continuation arrangements, programs and plans which were
previously offered by the Company or a Subsidiary to the covered employees.

SECTION 11. PLAN AMENDMENT OR TERMINATION. The Company reserves the right to
terminate or amend the Plan at any time and in any manner. Any action amending
or terminating the Plan shall be in writing and executed by the Chief Financial
Officer or the Executive in charge of Human Resources for the Company. The
provisions of the Plan are intended to serve as mere guidelines for the payment
of severance benefits under certain prescribed circumstances and are not
intended to provide any employee with a vested right to severance benefits.
Accordingly, any termination or amendment of the Plan may be made effective
immediately with respect to any benefits not yet paid, whether or not prior
notice of such amendment or termination has been given to affected employees.
This Plan terminates by its own terms when all benefits hereunder have been
paid.

SECTION 12. TAXES. The Company or a Subsidiary will withhold taxes and all other
applicable payroll deductions from any severance payment.

SECTION 13. NO RIGHT TO EMPLOYMENT. No provision of the Plan is intended to
provide you or any other employee with any right to continue employment with the
Company or a Subsidiary or otherwise affect the right of the Company or any such
Subsidiary, which right is hereby

                                       10

<PAGE>

expressly reserved, to terminate the employment of any individual at any time
for any reason, with or without cause.

SECTION 14. STATEMENT OF ERISA RIGHTS. As a participant in the Covad
Communications Group, Inc. Severance Plan (the "Plan"), you are entitled to
certain rights and protections under the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"). ERISA provides that all Plan participants shall
be entitled to:

         A. Examine, without charge, at the Plan Administrator's office and at
other specified locations such as worksites, all Plan documents, including all
documents filed by the Plan with the U.S. Department of Labor, such as plan
descriptions.

         B. Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Plan Administrator may make a
reasonable charge for the copies.

                  In addition to creating rights for certain employees of the
Company and its Subsidiaries under the Plan, ERISA imposes duties upon the
people who are responsible for the operation of the employee welfare benefit
plan. The people who operate the Plan (called "fiduciaries") have a duty to do
so prudently and in the interest of the employees who are covered by the Plan.

                  No one, including your employer or any other person, may fire
you or otherwise discriminate against you in any way to prevent you from
obtaining a welfare benefit to which you are entitled under the Plan or from
exercising your rights under ERISA.

                  If your claim for a welfare (severance) benefit is denied in
whole or in part, you must receive a written explanation of the reason for the
denial. You have the right to have the Plan review and reconsider your claim.
Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive them within
thirty (30) days, you may file suit in a federal court. In such a case, the
court may require the Plan Administrator to provide the materials and pay you up
to $110 a day until you receive the materials, unless the materials were not
sent because of reasons beyond the control of the Plan Administrator. If you
have a claim for a severance benefit which is denied or ignored, in whole or in
part, you may file suit in a federal or a state court. If it should happen that
the Plan fiduciaries misuse the Plan's money (if any) or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are successful in
your lawsuit, the court may order the party you have sued to pay your legal
costs, including attorney fees. However, if you lose, the court may order you to
pay these costs and fees, for example, if it finds that your claim or suit is
frivolous.

         If you have any questions about the Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest office of the Pension and
Welfare Benefits Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Pension and Welfare Benefits Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications

                                       11

<PAGE>

about your rights and responsibilities under ERISA by calling the publications
hotline of the Pension and Welfare Benefits Administration.

SECTION 15. EXECUTION. To record the amendment and restatement of the Plan as
set forth herein, effective as of August 1, 2003, Covad Communications Group,
Inc. has caused its duly authorized officer to execute the same this 1st day of
August.

                                           COVAD COMMUNICATIONS GROUP, INC.

                                                 By: /s/ Michael Hanley
                                                     --------------------------

                                           Michael Hanley
                                           Senior Vice President, Organizational
                                           Transformation

                                       12

<PAGE>

                           ADDITIONAL PLAN INFORMATION

<TABLE>
<S>                                         <C>
Name of Plan:                               Covad Communications Group, Inc. Severance Plan
--------------------------------------------------------------------------------------------------------------------
Company Sponsoring Plan:                    Covad Communications Group, Inc.
                                            3420 Central Expressway
                                            Santa Clara, California 95051
--------------------------------------------------------------------------------------------------------------------
Employer Identification Number:             94- 3255161
--------------------------------------------------------------------------------------------------------------------
Plan Number:                                50
--------------------------------------------------------------------------------------------------------------------
Plan Year:                                  The calendar year.
--------------------------------------------------------------------------------------------------------------------
Plan Administrator:                         Covad Communications Group, Inc.
                                            c/o Michael Hanley, Senior Vice President, Organizational Transformation
                                            3420 Central Expressway
                                            Santa Clara, California 95051
                                            Phone: (408) 616-6628
--------------------------------------------------------------------------------------------------------------------
Direct Inquiries to:                        Kristin Ming
                                            (408) 616-6927
--------------------------------------------------------------------------------------------------------------------
Agent for Service of Legal Process:         Plan Administrator
--------------------------------------------------------------------------------------------------------------------
Type of Plan:                               Severance Plan/Employee Welfare Benefit Plan
--------------------------------------------------------------------------------------------------------------------
Plan Costs:                                 The cost of the Plan is paid by Covad Communications Group, Inc. and its
                                            subsidiaries
</TABLE>

                                       13

<PAGE>

                                    Exhibit A

                          GENERAL RELEASE OF ALL CLAIMS

         In consideration of the payments and benefits_________________[amount
of benefit] to be received by me,______________________________ [employee name]
under the Covad Communication Group, Inc. Severance Plan on behalf of myself, my
heirs, executors, administrators, successors, and assigns, hereby make the
following agreements and acknowledgements:

I.       RELEASE AND WAIVER OF ALL CLAIMS

         A. I hereby agree that I fully and forever discharge, waive and release
any and all claims and causes of action of any kind that I may have had or now
have against Covad Communications Group, Inc., and any of its affiliates,
predecessors, successors, parents, subsidiaries or assigns and any of their
respective officers, directors, agents, employees, and representatives
(collectively, the "COMPANY" or "COVAD") arising out of or relating in any way
to (1) my employment with the Company and the termination thereof, including but
not limited to claims of wrongful discharge, breach of contract, breach of the
covenant of good faith and fair dealing, violation of public policy, defamation,
personal injury, infliction of emotional distress, claims for unpaid wages,
salaries and commissions, claims under Title VII of the 1964 Civil Rights Act,
as amended, the California Fair Employment and Housing Act, the Equal Pay Act of
1963, the California Labor Code including Section 1197.5 thereof, the Americans
with Disabilities Act, the Civil Rights Act of 1866, the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), WARN, and any other local,
state and federal laws and regulations relating to employment, except any claims
I may have for unemployment and workers' compensation insurance benefits.

         B. I hereby agree that I fully and forever waive any and all rights and
benefits conferred upon me by the provisions of Section 1542 of the Civil Code
of the State of California, or analogous law of any other state, which states as
follows:

A general release does not extend to claims which the creditor [i.e., employee]
does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement with
the debtor [i.e., the Company].

         C. I understand that various lawsuits have been brought against the
Company alleging fraud and/or other legal violations relating to transactions in
the Company's securities, and that some of those cases have been brought as
purported class actions on behalf of various classes of persons who acquired
such securities. I have made my own determination as to whether I wish to
consult with the law firms purporting to represent such classes, and as to
whether I am eligible to and wish to participate in such cases. I understand
that by signing this Agreement I will be precluded from such participation, and
will be waiving any rights I might otherwise have had as a result of such
lawsuits.

                                       14

<PAGE>

                  I agree and understand that if, hereafter, I discover facts
different from or in addition to those which I now know or believe to be true,
that the waivers of this General Release of All Claims ("GENERAL RELEASE") shall
be and remain effective in all respects notwithstanding such different or
additional facts or the discovery thereof.

II. CONFIDENTIAL INFORMATION & COMPANY EMPLOYEES

                  I hereby agree and understand that:

         A.       I am required to return to the Company immediately upon my
termination of employment all Company Information, including but not limited to
notebooks, notes, manuals, memoranda, records, diagrams, blueprints, bulletins,
formulas, reports, computer programs, or other data or memorializations of any
kind, as well as any Company property or equipment, that I have in my possession
or under my control. I further agree and understand that I am not entitled or
authorized to keep any portions, summaries or copies of Company Information, and
that I am under a continuing obligation to keep all Company Information
confidential and not to disclose it to any third party in the future. I
understand that the term "COMPANY INFORMATION" includes, but is not limited to,
the following:

                  -        Trade secret, information, matter or thing of a
         confidential, private or secret nature, connected with the actual or
         anticipated products, research, development or business of the Company
         or its customers, including information received from third parties
         under confidential conditions; and

                  -        Other technical, scientific, marketing, business,
         product development or financial information, the use or disclosure of
         which might reasonably be determined to be contrary to the interests of
         the Company.

         B.       I am prohibited for a period of one (1) year after the
termination of my employment, from soliciting for employment, whether as an
employee, independent contractor, or agent, any Company employee; and for that
same time period I am prohibited from encouraging or otherwise enticing any
Company employee to terminate his or her employment with the Company.

         C.       The promises and agreements of this Section II. are a material
inducement to the Company to provide me with the payments and benefits under the
Plan and that, for the breach thereof, the Company will be entitled to pursue
its legal and equitable remedies against me, including, without limitation, the
right to immediately cease payments made pursuant to the Plan and/or seek
injunctive relief; provided, however, this General Release will remain in full
force and effect.

         III. ENTIRE AGREEMENT

                  I agree and understand that this General Release contains the
entire agreement between the Company and me with respect to any matters referred
to in the General Release, and supersedes any and all previous oral or written
agreements.

                                       15

<PAGE>

         IV. NO ADMISSION

                  I agree and understand that neither the fact nor any aspect of
this General Release is intended, should be deemed, or should be construed at
any time to be an admission of liability or wrongdoing by either myself or the
Company.

         V. SEVERABILITY

                  I agree and understand that if any provision, or portion of a
provision, of this General Release is, for any reason, held to be unenforceable,
that such unenforceability will not affect any other provision, or portion of a
provision, of this General Release and this General Release shall be construed
as if such unenforceable provision or portion had never been contained herein.

         VI. DISPUTE RESOLUTION

                  I hereby agree and understand that any and all disputes
regarding any alleged breach of this General Release shall be settled by final
and binding arbitration in the County of Santa Clara, California, or in the
County where I reside at the time the dispute arises, at my option, in
accordance with the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association, or its successor, and judgment upon the
award rendered may be entered in any court with jurisdiction.

VII. TIME TO CONSIDER AND SIGN GENERAL RELEASE

                  I understand that I may have five (5) days after receipt of
this General Release within which I may review and consider, discuss with an
attorney of my own choosing and at my own expense, and decide whether or not to
sign this General Release.

VIII. EFFECTIVE DATE

                  I understand that this General Release becomes effective
immediately upon signing it.

IX. MISCELLANEOUS ACKNOWLEDGEMENTS

         A. I hereby acknowledge that I understand that, but for my signing of
this General Release, I would not be entitled to nor would I be provided with
any of the payments and benefits under the Plan. I understand further that, even
if I did not sign this General Release, I would still be entitled to:

                           1.       All wages, including any paid vacation, less
         applicable deductions, earned by me through my termination date; and

                           2.       The opportunity, if I am eligible, to elect
         to continue to participate in (and, if applicable, my dependents are
         eligible to elect to continue their participation in) the group health
         insurance plans provided by the Company pursuant to the terms and

                                       16

<PAGE>

         conditions of the Consolidated Omnibus Budget Reconciliation Act of
         1985, as amended ("COBRA").

         B. I hereby acknowledge that any agreement that I signed in connection
with my employment with the Company regarding employee inventions, authorship,
proprietary and confidential information shall remain in full force and effect
following the termination of my employment.

                    EMPLOYEE'S ACCEPTANCE OF GENERAL RELEASE

BEFORE SIGNING MY NAME TO THIS GENERAL RELEASE, I STATE THAT: I HAVE READ IT; I
UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AM AWARE OF MY
RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT; AND I HAVE SIGNED IT
KNOWINGLY AND VOLUNTARILY.

Date delivered to employee ____________________, 2003

Signed this _____ day of ___________, 2003

                                              ________________________________
                                                     Employee's Signature

                                              ________________________________
                                                   Employee's Name (Printed)

         Copies of the signed release or revocation letter should be mailed or
faxed to:

                                    Kristin Ming
                                    Benefits Analyst
                                    3420 Central Expressway
                                    Santa Clara, California 95051
                                    Fax: (408) 616-6639

                                       17

<PAGE>

                                    Exhibit B
                          GENERAL RELEASE OF ALL CLAIMS

         In consideration of the payments and benefits_______________[amount of
benefit] to be received by me,_________________________________[employee name]
under the Covad Communication Group, Inc. Severance Plan on behalf of myself, my
heirs, executors, administrators, successors, and assigns, hereby make the
following agreements and acknowledgements:

I. RELEASE AND WAIVER OF ALL CLAIMS

         A. I hereby agree that I fully and forever discharge, waive and release
any and all claims and causes of action of any kind that I may have had or now
have against Covad Communications Group, Inc., and any of its affiliates,
predecessors, successors, parents, subsidiaries or assigns and any of their
respective officers, directors, agents, employees, and representatives
(collectively, the "COMPANY" or "COVAD") arising out of or relating in any way
to (1) my employment with the Company and the termination thereof, including but
not limited to claims of wrongful discharge, breach of contract, breach of the
covenant of good faith and fair dealing, violation of public policy, defamation,
personal injury, infliction of emotional distress, claims under Title VII of the
1964 Civil Rights Act, as amended, the California Fair Employment and Housing
Act, the Equal Pay Act of 1963, the California Labor Code including Section
1197.5 thereof, the Age Discrimination in Employment Act of 1967, as amended,
the Americans with Disabilities Act, the Civil Rights Act of 1866, the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), WARN, and any
other local, state and federal laws and regulations relating to employment,
except any claims I may have for unemployment and workers' compensation
insurance.

         B. I hereby agree that I fully and forever waive any and all rights and
benefits conferred upon me by the provisions of Section 1542 of the Civil Code
of the State of California, or analogous law of any other state, which states as
follows:

A general release does not extend to claims which the creditor [i.e., employee]
does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement with
the debtor [i.e., the Company].

         C. I understand that various lawsuits have been brought against the
Company alleging fraud and/or other legal violations relating to transactions in
the Company's securities, and that some of those cases have been brought as
purported class actions on behalf of various classes of persons who acquired
such securities. I have made my own determination as to whether I wish to
consult with the law firms purporting to represent such classes, and as to
whether I am eligible to and wish to participate in such cases. I understand
that by signing this Agreement I will be precluded from such participation, and
will be waiving any rights I might otherwise have had as a result of such
lawsuits.

                  I agree and understand that if, hereafter, I discover facts
different from or in addition to those which I now know or believe to be true,
that the waivers of this General

                                       18

<PAGE>

Release of All Claims ("GENERAL RELEASE") shall be and remain effective in all
respects notwithstanding such different or additional facts or the discovery
thereof.

II. CONFIDENTIAL INFORMATION & COMPANY EMPLOYEES

                  I hereby agree and understand that:

         A. I am required to return to the Company immediately upon my
termination of employment all Company Information, including but not limited to
notebooks, notes, manuals, memoranda, records, diagrams, blueprints, bulletins,
formulas, reports, computer programs, or other data or memorializations of any
kind, as well as any Company property or equipment, that I have in my possession
or under my control. I further agree and understand that I am not entitled or
authorized to keep any portions, summaries or copies of Company Information, and
that I am under a continuing obligation to keep all Company Information
confidential and not to disclose it to any third party in the future. I
understand that the term "COMPANY INFORMATION" includes, but is not limited to,
the following:

                  -        Trade secret, information, matter or thing of a
         confidential, private or secret nature, connected with the actual or
         anticipated products, research, development or business of the Company
         or its customers, including information received from third parties
         under confidential conditions; and

                  -        Other technical, scientific, marketing, business,
         product development or financial information, the use or disclosure of
         which might reasonably be determined to be contrary to the interests of
         the Company.

         B. I am prohibited for a period of one (1) year after the termination
of my employment, from soliciting for employment, whether as an employee,
independent contractor, or agent, any Company employee; and for that same time
period I am prohibited from encouraging or otherwise enticing any Company
employee to terminate his or her employment with the Company.

         C. The promises and agreements of this Section II. are a material
inducement to the Company to provide me with the payments and benefits under the
Plan and that, for the breach thereof, the Company will be entitled to pursue
its legal and equitable remedies against me, including, without limitation, the
right to immediately cease payments made pursuant to the Plan and/or seek
injunctive relief; provided, however, this General Release will remain in full
force and effect.

         III. ENTIRE AGREEMENT

                  I agree and understand that this General Release contains the
entire agreement between the Company and me with respect to any matters referred
to in the General Release, and supersedes any and all previous oral or written
agreements.

         IV. NO ADMISSION

                                       19

<PAGE>

                  I agree and understand that neither the fact nor any aspect of
this General Release is intended, should be deemed, or should be construed at
any time to be an admission of liability or wrongdoing by either myself or the
Company.

         V. SEVERABILITY

                  I agree and understand that if any provision, or portion of a
provision, of this General Release is, for any reason, held to be unenforceable,
that such unenforceability will not affect any other provision, or portion of a
provision, of this General Release and this General Release shall be construed
as if such unenforceable provision or portion had never been contained herein.

         VI. DISPUTE RESOLUTION

                  I hereby agree and understand that any and all disputes
regarding any alleged breach of this General Release shall be settled by final
and binding arbitration in the County of Santa Clara, California, or in the
County where I reside at the time the dispute arises, at my option, in
accordance with the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association, or its successor, and judgment upon the
award rendered may be entered in any court with jurisdiction.

VII. WAIVER

                  By signing this Agreement, I acknowledge that:

                  a.       I have carefully read, and understand, this
                           Agreement;

                  b.       I have been given twenty-one (21) days to consider my
                           rights and obligations under this Agreement and to
                           consult with an attorney;

                  c.       The Company advised me to consult with an attorney
                           and/or any other advisors of my choice before signing
                           this Agreement;

                  d.       I understand that this Agreement is legally binding
                           and by signing it I give up certain rights;

                  e.       I have voluntarily chosen to enter into this
                           Agreement and have not been forced or pressured in
                           any way to sign it;

                  f.       I knowingly and voluntarily release Covad, including
                           its affiliates, predecessors, successors, parents,
                           subsidiaries or assigns and any of their respective
                           officers, directors, agents, employees, and
                           representatives from any and all claims I may have,
                           known or unknown, in exchange for the payments I have
                           obtained by signing this Agreement, and that these
                           payments are in addition to any payments I would have
                           otherwise received if I did not sign this Agreement;

                                       20

<PAGE>

                  g.       The General Release in this Agreement includes a
                           waiver and release of all claims I may have under the
                           Age Discrimination in Employment Act of 1967 (29
                           U.S.C. Section 621 et seq.); and

                  h.       This Agreement does not waive any rights or claims
                           that may arise after this Agreement is signed and
                           becomes effective, which is eight (8) days after I
                           sign it.

VIII. OPPORTUNITY TO REVOKE AND EFFECTIVE DATE

                  I understand that this General Release will not become
effective until expiration of the seventh (7) day after I sign it; provided that
I do not revoke it during those seven (7) days, and that for a period of seven
(7) days after I sign this General Release, I may revoke it. I agree and
understand that if I decide to revoke this General Release after I sign it, I
can do so only by delivering a written notification of my revocation, no later
than the seventh day after I sign this General Release, to:

                                    Kristin Ming
                                    Benefits Analyst
                                    3420 Central Expressway
                                    Santa Clara, California 95051
                                    Fax: (408) 616-6639

         IX. MISCELLANEOUS ACKNOWLEDGEMENTS

         A. I hereby acknowledge that I understand that, but for my signing of
this General Release and failure to revoke it during seven (7) days thereafter,
I would not be entitled to nor would I be provided with any of the payments and
benefits under the Plan. I understand that no payments and benefits will be
provided to me until this General Release becomes effective. I understand
further that, even if I did not sign this General Release or if I sign and then
revoke it within seven (7) days thereafter, I would still be entitled to:

                  1.       All wages, including any paid vacation, less
         applicable deductions, earned by me through my termination date; and

                  2.       The opportunity, if I am eligible, to elect to
         continue to participate in (and, if applicable, my dependents are
         eligible to elect to continue their participation in) the group health
         insurance plans provided by the Company pursuant to the terms and
         conditions of the Consolidated Omnibus Budget Reconciliation Act of
         1985, as amended ("COBRA").

         B. I hereby acknowledge that any agreement that I signed in connection
with my employment with the Company regarding employee inventions, authorship,
proprietary and confidential information shall remain in full force and effect
following the termination of my employment.

                                       21

<PAGE>

                    EMPLOYEE'S ACCEPTANCE OF GENERAL RELEASE

BEFORE SIGNING MY NAME TO THIS GENERAL RELEASE, I STATE THAT: I HAVE READ IT; I
UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AM AWARE OF MY
RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT; AND I HAVE SIGNED IT
KNOWINGLY AND VOLUNTARILY.

Date delivered to employee ____________________, 2003

Signed this _____ day of ___________, 2003

                                               ________________________________
                                                      Employee's Signature

                                               ________________________________
                                                   Employee's Name (Printed)

         Copies of the signed release or revocation letter should be mailed or
faxed to:

                                   Kristin Ming
                                   Benefits Analyst
                                   3420 Central Expressway
                                   Santa Clara, California 95051
                                   Fax: (408) 616-6639

                                       22