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                                                                    EXHIBIT 10.2

                           CHANGE OF CONTROL AGREEMENT

      This Change of Control Agreement (the "Agreement") is made and entered
into effective as of October 4, 2004, by and between Charles E. Hoffman (the
"Executive") and Covad Communications Group, Inc. and its subsidiaries (the
"Company").

      SECTION 1. RECITALS.

      A.    It is expected that the Company from time to time will consider the
possibility of acquisition by another entity, or that a change in control may
otherwise occur with or without the approval of the Company's Board of Directors
(the "Board"). The Compensation Committee of the Board (the "Committee")
recognizes that such consideration can be a distraction to the Executive, an
executive officer of the Company, and can cause the Executive to consider
alternative employment opportunities. The Committee has determined that it is in
the best interests of the Company and its shareholders to assure that the
Company will have the continued dedication and objectivity of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

      B.    The Committee believes that it is in the best interests of the
Company and its shareholders to provide the Executive with an incentive to
continue his or her employment with the Company and to motivate the Executive to
maximize the value of the Company upon a Change of Control.

      C.    The Committee believes that it is imperative to provide the
Executive with certain benefits upon a Change of Control and, under certain
circumstances, upon termination of the Executive's employment in connection with
a Change of Control, which benefits are intended to provide the Executive with
financial security and sufficient encouragement to remain with the Company
notwithstanding the possibility of a Change of Control.

      D.    To accomplish the foregoing objectives, the Committee of Directors
has directed the Company, upon execution of this Agreement by the Executive, to
agree to the terms provided in this Agreement.

      SECTION 2. AGREEMENT. In consideration of the mutual covenants contained
in this Agreement, and in consideration of the continuing employment of
Executive by the Company, the parties agree as follows:

      A.    Term of Agreement. This Agreement shall terminate upon the earlier
of: (a) the termination of Executive's employment for any reason prior to, and
not in connection with, a Change of Control, (b) three (3) years from the
effective date of this agreement; or (b) the date that all obligations of the
parties hereto with respect to this Agreement have been satisfied.

      B.    At-Will Employment. The Company and the Executive acknowledge that
the Executive's employment is and shall continue to be at-will, as defined under
applicable law. If

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the Executive's employment terminates for any reason, including (without
limitation) any termination prior to, and not in connection with, a Change of
Control, the Executive shall not be entitled to any payments or benefits, other
than as provided by this Agreement, or as may otherwise be available in
accordance with the terms of the Company's established employee plans and
written policies at the time of termination.

         C. Separation Benefits Upon Certain Events Following Change of Control.
If: (1) the Executive's employment is terminated (an "Involuntary Termination")
by the surviving entity without Cause (as defined below); (2) the Executive
resigns under circumstances that constitute a Resignation for Good Reason (as
defined below) within two (2) years following a Change of Control; or (3) the
Executive voluntarily resigns during the period starting one year from the
effective date of the Change in Control and ending thirty days thereafter;
Executive shall be entitled to the following separation benefits:

            1.    Stock Options and Restricted Stock. The terms of the 1997
Stock Plan and the terms of any agreement with respect to stock options granted
for the Company's securities held by the Executive shall govern such stock
options and are incorporated herein by reference.

            2.    Severance Pay. Executive shall be entitled to receive an
amount (less any severance pay received under any other applicable severance
plan in effect) equivalent to the total sum of three times his or her current
year salary and target bonus, adjusted as follows: If the total sum of three
times current salary and target bonus is equal to or over 20% of three times the
executive's "base amount" determined for purposes of IRC Section 280G, the
executive will receive a gross up for taxes imposed on the executive pursuant to
IRC Section 4999; if the total sum of three times current salary and target
bonus is less than 20% of three times the executive's "base amount" determined
for purposes of IRC Section 280G, the amount payable under this Agreement is
capped at 2.99 times the executive's "base amount" determined for purposes of
IRC Section 280G, and there shall be no gross up for taxes imposed on the
executive pursuant to IRC Section 4999.

            3.    COBRA Continuation Coverage. Executive's existing coverage
under the Company's group health plan (and, if applicable, the existing group
health coverage for his or her eligible dependents) will end on the last day of
the month in which his or her employment terminates. Executive and his or her
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").
Executive and his or her eligible dependents will be provided with a COBRA
election form and notice which describe his or her rights to continuation
coverage under COBRA. If Executive is eligible for severance benefits under this
Agreement at the time of the termination of employment and Executive timely
elects COBRA continuation coverage, then the Company will pay for COBRA coverage
for him or her and, if applicable, his or her eligible dependents for three (3)
years; provided that such payments shall not include COBRA coverage with respect
to the Company's Section 125 health care reimbursement plan. If after eighteen
(18) months or any other time prior to the expiration of three (3) years, the
Executive (and his or her eligible dependents) are no longer eligible for COBRA
(or CalCOBRA) coverage, Executive will be paid a monthly amount

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equal to the amount the Company paid for his or her COBRA coverage for the last
month of COBRA (or CalCOBRA) coverage, and no more, for the remainder of the
three (3) year period. Notwithstanding the foregoing, if at anytime prior to the
exhaustion of the three (3) years, Executive commences employment with an
employer that offers health benefits substantially equal to or better than the
health benefit coverage offered by Company to him or her pursuant to COBRA, as
determined by Covad, whether or not Executive elects to receive such other
health benefits, the payment by the Company of the COBRA coverage cost will
terminate as of his or her commencement of such employment. After such period of
Company-paid COBRA coverage, Executive (and, if applicable, his or her eligible
dependents) may continue COBRA coverage at his or her own expense in accordance
with COBRA (or CalCOBRA). No provision of this Agreement will affect the
continuation coverage rules under COBRA. Therefore, the period during which
Executive 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
him or her, and all his or her other rights and obligations under COBRA will be
applied in the same manner that such rules would apply in the absence of this
Agreement. Any such election is Executive's responsibility, not the Company's or
a Subsidiary's.

            4.    Other Terminations. The Executive shall not be entitled to
receive any benefits under this Agreement in the event the Executive's
employment terminates: (1) for any reason other than those described in Section
2.C.; (2) prior to, and not in connection with, the occurrence of a Change of
Control; or (3) after the two (2) year period following the effective date of a
Change of Control.

            5.    Execution of Release of Claims. The payment of the benefits
listed herein is conditioned on the Executive executing the General Release of
All Claims, a copy of which is attached as Exhibit A, within five (5) days after
the termination date if the Executive is under age forty (40), or executing the
General Release of All Claims, a copy of which is attached as Exhibit B, within
forty-five (45) days after the termination date (or any longer period required
under the Older Workers Benefit Protection Act) if the Executive is age forty
(40) or over (and does not revoke the agreement to the terms of the release
within any applicable revocation period).

      SECTION 3.  DEFINITION OF TERMS. The following terms referred to in this
Agreement shall have the following meanings:

            A.    "1934 ACT": the Securities Exchange Act of 1934, as amended,
and the regulations thereunder.

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

            C.    "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 Executive's duties (other than on
account of disability) which habitual neglect materially adversely affects
performance of Executive's duties and continues for 30 days following receipt of
notice from the Committee of Directors of the Company (if Executive is an
employee of the

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Company), or the Committee of Directors of a Subsidiary (if Executive is 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
Executive in good faith to have been in or not opposed to the interest of the
Company and its Subsidiaries (without intent to gain, directly or indirectly, a
profit to which Executive was not legally entitled); (3) any act or omission
with respect to which a determination could properly have been made by the
Committee of Directors that Executive 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 Committee of directors, not a party to the act or omission, knew
or should have known of such act or omission. "Cause" for purposes of this
Agreement shall also mean Executive's death or "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 Executive unable to
perform the essential functions of his or her job even with reasonable
accommodation.

            D.    "CHANGE OF CONTROL": shall include the occurrence of any of
the following events:

            1.    Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company's then outstanding
voting securities; or

            2.    A change in the composition of the Committee of Directors of
the Company occurring within a two-year period as a result of which fewer than a
majority of the directors are "Incumbent Directors." "Incumbent Directors" shall
mean directors who either (A) are directors of the Company as of the date
hereof, or (B) are elected, or nominated for election, to the Committee of
Directors with the affirmative votes (either by a specific vote or by approval
of the proxy statement of the Company in which such person is named as a nominee
for election as a director without objection to such nomination) of at least a
majority of the Incumbent Directors at the time of such election or nomination;
or

            3.    The consummation of (A) a merger or consolidation of the
Company with any other entity, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or the entity that
controls the Company or such surviving entity) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company or
such surviving entity or the entity that controls the Company or such surviving
entity outstanding immediately after such

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merger or consolidation, or (B) the sale or disposition by the Company of all or
substantially all the Company's assets; or

            4.    The shareholders approve a plan of complete liquidation of the
Company.

            E.    "CODE": the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

            F.    "EFFECTIVE DATE": means the first date on which a Change of
Control occurs during the Agreement Term. Despite anything in this Agreement to
the contrary, if the Company terminates the Executive's employment before the
date of a Change of Control, and if the Executive reasonably demonstrates that
such termination of employment (a) was at the request of a third party who had
taken steps reasonably calculated to effect the Change of Control or (b)
otherwise arose in anticipation of the Change of Control, then "Effective Date"
shall mean the date immediately before the date of such termination of
employment.

            G.    "RESIGNATION FOR GOOD REASON": shall mean, subject to the
right of either party to arbitrate a dispute with respect thereto in accordance
with the terms of this Agreement, Executive's resignation as a result of, and
within 30 days following:

            1.    Executive's 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 him or her at any time during the 90-day period
immediately before the effective date of the Change of Control;

            2.    Executive is requested to principally perform services at a
location more than 40 miles from the location Executive was 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
Executive's base salary, bonus, stock options or employee benefits (in the
aggregate), other than a reduction implemented with his or her 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 Executive is an
employee of Company) or a Subsidiary (if Executive is an employee of a
Subsidiary); or

            4. There is any material reduction in welfare and fringe benefits
available to Executive compared to the welfare and fringe benefits available to
him or her in the year prior to the effective date of the Change of Control.

            H. "SEC": the Securities and Exchange Commission.

            I. "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

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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.

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

      SECTION 4.  NOTICE & ARBITRATION

      A. Notice. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. registered or certified mail, return
receipt requested and postage prepaid. Mailed notices to the Executive shall be
addressed to the Executive at the home address that the Executive most recently
communicated to the Company in writing. In the case of the Company, mailed
notices shall be addressed to its corporate headquarters, 110 Rio Robles, San
Jose, CA 95134, and all notices shall be directed to the attention of Senior
Executive in charge of Human Resources.

      B. Arbitration and Dispute Resolution.

            1.    In the event disputes arise between them (other than claims
that Employee may have for workers' compensation or unemployment insurance
benefits, or claims based on any state or federal law that have been determined
by the controlling judicial authority of appropriate jurisdiction not to be
arbitrable pursuant to pre-dispute arbitration agreements such as this
arbitration provision), both Parties will be bound by this arbitration clause
which provides for final and binding arbitration for disputes arising out of or
relating to the Employee's employment with the Company, the termination of
Employee's employment, and/or any agreements previously or hereafter entered
into between Employee and the Company. The parties shall arbitrate such disputes
under the most recently issued National Rules for the Resolution of Employment
Disputes of the American Arbitration Association. All disputes shall be resolved
by a single arbitrator, who shall be an attorney duly admitted to practice in
California, selected by the Company and the Employee. Notwithstanding the
foregoing, unless otherwise prohibited by applicable law, each party retains the
right to file, in a court of competent jurisdiction, an application for
provisional injunctive and/or equitable relief in connection with a claim
described above as subject to these arbitration provision, including any claims
relevant to the application for provisional relief, and shall not be obligated
to post a bond or other security in seeking such relief unless specifically
required by law.

            2.    Once the arbitration has commenced, both the Company and the
Employee shall have the right to conduct normal civil discovery, the extent and
quantity of such shall be subject to the discretion of the selected arbitrator.
The arbitrator shall have the exclusive authority to resolve any issues relating
to the arbitrability of the dispute or the validity or interpretation of this
arbitration provision, to rule on motions to dismiss and/or motions for summary
judgment applying the standards governing such motions under the California Code
of Civil Procedure, and shall be empowered to award either Party any remedy at
law or in equity

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that the prevailing party would otherwise have been entitled to had the matter
been litigated in court. The arbitrator shall issue a decision or award in
writing, stating the essential findings of fact and conclusions of law. Judgment
on the award rendered by the arbitrator may be entered in any court having
jurisdiction. Costs shall be allocated such that Employee will not incur any
costs other than that which would be incurred to file a civil action in the
Superior Court for the State of California or other court with proper
jurisdiction over the dispute.

            3.    BOTH THE COMPANY AND THE EMPLOYEE EXPRESSLY WAIVE ANY RIGHT
THAT EITHER PARTY HAS OR MAY HAVE TO A CIVIL JURY TRIAL. ONLY AN ARBITRATOR, NOT
A JUDGE OR JURY, WILL DECIDE ANY SUCH DISPUTE. BOTH PARTIES AGREE THAT NO ACTION
MAY BE BROUGHT IN COURT EXCEPT ACTIONS TO COMPEL ARBITRATION, TO OBTAIN THE
DISMISSAL OF ACTIONS FILED IN COURT IN CONTRAVENTION OF THIS ARBITRATION
AGREEMENT, OR TO SEEK PROVISIONAL RELIEF AS MAY BE ALLOWED BY STATE OR FEDERAL
LAW.

            4.    Although all claims arising between the parties are subject to
arbitration, unless otherwise prohibited by applicable law, each party retains
the right to file, in a court of competent jurisdiction, an application for
provisional injunctive and/or equitable relief in connection with a claim
relating to this Agreement, including any claims relevant to the application for
provisional relief, and shall not be obligated to post a bond or other security
in seeking such relief unless specifically required by law. Although a court may
grant provisional injunctive and/or equitable relief, the arbitrator shall at
all times retain the power to grant permanent injunctive relief, or any other
final remedy.

      SECTION 5. MISCELLANEOUS PROVISIONS.

      A. Successors. Any successor to the Company (whether direct or indirect
and whether by purchase, lease, merger, consolidation, liquidation or otherwise)
to all or substantially all of the Company's business and/or assets shall assume
the obligations under this Agreement and agree expressly to perform the
obligations under this Agreement in the same manner and to the same extent as
the Company would be required to perform such obligations in the absence of a
succession. The terms of this Agreement and all of the Executive's rights
hereunder shall inure to the benefit of, and be enforceable by, the Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

      B. No Duty to Mitigate. The Executive shall not be required to mitigate
the amount of any payment contemplated by this Agreement (whether by seeking new
employment or in any other manner), nor, except as otherwise provided in this
Agreement, shall any such payment be reduced by any earnings that the Executive
may receive from any other source.

      C. Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by the Executive and by an authorized officer of the Company (other
than the Executive). No waiver by either party of any breach of, or of
compliance with, any condition or provision of this Agreement by

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the other party shall be considered a waiver of any other condition or provision
or of the same condition or provision at another time.

      D. Whole Agreement. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this Agreement have been made or entered into by either party with
respect to the subject matter hereof. This Agreement supersedes any agreement of
the same title and/or concerning similar subject matter dated prior to the date
of this Agreement, and by execution of this Agreement both parties agree that
any such predecessor agreement shall be deemed null and void.

      E. Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California without reference to conflict of laws provisions.

      F. Severability. If any term or provision of this Agreement or the
application thereof to any circumstance shall, in any jurisdiction and to any
extent, be invalid or unenforceable, such term or provision shall be ineffective
as to such jurisdiction to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining terms and
provisions of this Agreement or the application of such terms and provisions to
circumstances other than those as to which it is held invalid or unenforceable,
and a suitable and equitable term or provision shall be substituted therefore to
carry out, insofar as may be valid and enforceable, the intent and purpose of
the invalid or unenforceable term or provision.

      G. Legal Fees and Expenses. The parties shall each bear their own
expenses, legal fees and other fees incurred in connection with this Agreement.

      H. No Assignment of Benefits. The rights of any person to payments or
benefits under this Agreement shall not be made subject to option or assignment,
either by voluntary or involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or other creditor's
process, and any action in violation of this subsection (h) shall be void.

      I. Employment Taxes. All payments made pursuant to this Agreement will be
subject to withholding of applicable income and employment taxes unless
otherwise expressly noted.

      J. Assignment by the Company. The Company may assign its rights under this
Agreement to an affiliate (including a parent or subsidiary), and an affiliate
may assign its rights under this Agreement to another affiliate of the Company
or to the Company; provided, however, that no assignment shall be made if the
net worth of the assignee is less than the net worth of the Company at the time
of assignment. In the case of any such assignment, the term "Company" when used
in a section of this Agreement shall mean the corporation that actually employs
the Executive.

      K. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together will constitute one
and the same instrument.

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      IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.

COVAD COMMUNICATIONS GROUP, INC.                 CHARLES E. HOFFMAN

By: /s/ Patrick Dillon                           /s/ Charles E. Hoffman
    -----------------------------                -----------------------------
     Patrick Dillon
     Senior Vice President, Organizational
     Transformation

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                                    EXHIBIT A

                          GENERAL RELEASE OF ALL CLAIMS

      In consideration of the payments and benefits to be received by
me,__________________________________ [employee name] under the Covad
Communications Group, Inc. Executive 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.

<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.

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<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, at my option, in the
County where I reside at the time the dispute arises, 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. I understand that this
arbitration clause applies to all claims, including claims under federal or
state employment or civil rights laws (other than claims for workers'
compensation or unemployment insurance benefits). Unless another limitations
period is expressly mandated by statute, to be timely, any dispute must be
referred to arbitration within twelve (12) months of the incident or complaint
giving rise to the dispute. Disputes not referred to arbitration within such
twelve (12) month period shall be deemed waived, and the arbitrator shall deny
any untimely claims. In reaching a decision, the arbitrator shall adhere to
relevant law and applicable precedent, and shall have no power to vary there
from. The arbitrator shall issue a written decision making specific findings of
fact and stating conclusions of law. I understand that each party retains the
right to file, in a court of competent jurisdiction, an application for
provisional injunctive and/or equitable relief in connection with a claim
relating to this General Release, and shall not be required to post a bond or
other security in seeking such relief unless specifically required by law.
Although a court may grant provisional remedies, the arbitrator shall at all
times retain the power to grant permanent injunctive relief, or any other final
remedy. I understand that the Company will pay the costs of arbitration in
excess of the costs I would incur to bring such claim in a civil court.

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

                                       3
<PAGE>

            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, at my sole expense,
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.

                    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 ____________________, 200_.

Signed this _____ day of ___________, 200_.

                                    __________________________________
                                          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, 110 Rio Robles, San Jose, California
      95134-1813 Fax: (408) 952-7404

                                       4
<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 Communications Group, Inc. Executive 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.

<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.

                                       2
<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, at my option, in the
County where I reside at the time the dispute arises, 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. I understand that this
arbitration clause applies to all claims, including claims under federal or
state employment or civil rights laws (other than claims for workers'
compensation or unemployment insurance benefits). Unless another limitations
period is expressly mandated by statute, to be timely, any dispute must be
referred to arbitration within twelve (12) months of the incident or complaint
giving rise to the dispute. Disputes not referred to arbitration within such
twelve (12) month period shall be deemed waived, and the arbitrator shall deny
any untimely claims. In reaching a decision, the arbitrator shall adhere to
relevant law and applicable precedent, and shall have no power to vary there
from. The arbitrator shall issue a written decision making specific findings of
fact and stating conclusions of law. I understand that each party retains the
right to file, in a court of competent jurisdiction, an application for
provisional injunctive and/or equitable relief in connection with a claim
relating to this General Release, and shall not be required to post a bond or
other security in seeking such relief unless specifically required by law.
Although a court may grant provisional remedies, the arbitrator shall at all
times retain the power to grant permanent injunctive relief, or any other final
remedy. I understand that the Company will pay the costs of arbitration in
excess of the costs I would incur to bring such claim in a civil court.

VII.  WAIVER

      By signing this Agreement, I acknowledge that:

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

      b. I have been given forty-five (45) days to consider my rights and
         obligations under this Agreement and to consult with an attorney;

                                       3
<PAGE>

      c. I have been provided a notice by the Company, as required by the Older
         Workers Benefit Protection Act of 1990, that contains information about
         individuals covered under the Plan, eligibility factors for
         participation in the Plan, the time limits applicable to the Plan, the
         job titles and ages of the employees in my organizational unit
         designated to participate in the Plan and the job titles and ages of
         the employees in the same organizational unit who have not been
         designated to participate in the Plan.

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

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

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

      g. 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;

      h. 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

      i. 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, 110 Rio Robles, San Jose, California
      95134-1813 Fax: (408) 952-7404

                                       4
<PAGE>

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, at my sole
expense, 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.

                    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 ____________________, 200_.

Signed this _____ day of ___________, 200_.

                                            _______________________________
                                               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, 110 Rio Robles, San Jose, California
      95134-1813 Fax: (408) 952-7404

                                       5