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                                                                    EXHIBIT 10.1

                        COVAD COMMUNICATIONS GROUP, INC.

                            EXECUTIVE SEVERANCE PLAN

                                       AND

                            SUMMARY PLAN DESCRIPTION

             Effective Date: October 1, 2004 until December 31, 2007

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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 effective for eligible employees who are notified between October 1,
2004 and December 31, 2007 that their employment will be terminated.

SECTION 2. PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION

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 3. DEFINITIONS.

      "INVOLUNTARY TERMINATION": Any purported termination of your employment by
the Company 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 the

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Company 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.

      "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.

SECTION 4. 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; (employees who are classified
      by the plan sponsor for payroll and tax withholding purposes as
      independent contractors or who are classified by the plan sponsor as
      temporary agency employees and treated as payroll employees of the
      temporary agency, for such time as they are so classified, regardless of
      any determination by a court or agency that they are common law employees
      of the plan sponsor are not regular full time employees);

                  2. you are notified during the term of the Plan (that is, the
      period commencing October 1, 2004 and ending on December 31, 2007) of your
      Involuntary Termination for reasons other than Uncorrected Performance
      Deficiencies;

                  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 forty-five (45) days after your termination date (or any

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      longer period required under the Older Workers Benefit Protection Act) if
      you are age forty (40) or over (and do not revoke your agreement to the
      terms of the release within any applicable revocation period); and

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

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

                  1. you voluntarily terminate employment, unless such voluntary
      termination occurs after you receive notice of an involuntary termination
      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;

                  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 5. 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 your termination of
employment with the Company or a Subsidiary in connection with the occurrence of
all of the following events:

                  1. you have been notified in writing of an Involuntary
      Termination for reasons other than Uncorrected Performance Deficiencies;

                  2. the Company'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
effective irrevocably, 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. 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 the average of the last
      three calendar months of commissions actually earned as defined pursuant
      to your applicable commission plan. Sixty days of Salary means the base
      salary you would earn during the 60 calendar days immediately following
      your date of termination; that is 16.44 percent of your annual base
      salary. One hundred and eighty days of Salary means the base salary you
      would earn during the 180 calendar days immediately following your date of
      termination; that is 49.32 percent of your annual base salary.

                  4. This Plan is intended to coordinate, where applicable, with
      any obligations of the Company under the Federal Worker Adjustment and
      Retraining Notification ("WARN") Act or any similar state laws requiring
      notice before termination. Accordingly, if your termination is deemed
      covered by WARN or any state law requiring a notice period prior to
      termination, the benefit payable under this Plan shall be reduced (but not
      below Zero) by the amount of pay received by you during any applicable
      required notice period during which you are not required to be actively at
      work, or by the amount paid to you in lieu of any such required notice
      period. For employees who sign the General Release and are subject to WARN
      or any state law requiring notice prior to termination, the benefits
      payable under this Plan shall not be reduced below three (3) weeks of
      Salary on account of amounts paid during or in lieu of any required notice
      period.

      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.

      E. REEMPLOYMENT. In the event you are re-employed by the Company 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
Section 4B, you will be required to repay to the Company or its Subsidiary a
prorated portion of the severance pay received under the Plan.

SECTION 6. COBRA CONTINUATION COVERAGE. Your existing coverage under the
Company's group health plan (and, if applicable, the existing group health
coverage for your eligible

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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 you timely elect COBRA
continuation coverage, then, provided you sign the General Release effective
irrevocably, 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 a
minimum of two (2) months or up to the equivalent number of months of Salary you
will receive pursuant to this Plan. After such period of Company-paid COBRA
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 eighteen (18) months.

SECTION 7. 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 8. 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 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 9. 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.

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SECTION 10. 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 the time limits
applicable to such procedures 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 sixty (60) days after a claim has been denied, in whole or in part, if
you wish to pursue your claim further, 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 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
(other than legally privileged documents). 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.

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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.

No legal action for benefits under this Plan may be brought until this claims
procedure has been exhausted, initially and on appeal. No legal action may be
commenced or maintained against the Plan or the Company more than one year after
the claims procedure is exhausted.

SECTION 11. PLAN TERMS; EFFECT ON PRIOR PLANS. The Plan supersedes and replaces
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 12. 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 13. TAXES. The Company or a Subsidiary will withhold taxes and all other
applicable payroll deductions from any severance payment.

SECTION 14. 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 expressly reserved, to terminate the
employment of any individual at any time for any reason, with or without cause.

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SECTION 15. STATEMENT OF ERISA RIGHTS. As a participant in the Covad
Communications Group, Inc. Executive 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, all within
certain time schedules. 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 Employee
Benefits Security Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.

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SECTION 16. EXECUTION. To record the amendment and restatement of the Plan as
set forth herein, effective as of October 1, 2004 Covad Communications Group,
Inc. has caused its duly authorized officer to execute the same this 1st day of
October 2004.

                                   COVAD COMMUNICATIONS GROUP, INC.

                                   By: /s/ Patrick Dillon
                                      ----------------------------------------
                                      Patrick Dillon
                                      Senior Vice President, Organizational
                                      Transformation

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                           ADDITIONAL PLAN INFORMATION

Name of Plan:                         Covad Communications Group, Inc. Executive
                                      Severance Plan

Company Sponsoring Plan:              Covad Communications Group, Inc.
                                      110 Rio Robles
                                      San Jose, California 95134-1813

Employer Identification Number:       94-3255161

Plan Number:                          502

Plan Year:                            The calendar year.

Plan Administrator:                   Covad Communications Group, Inc.
                                      c/o Patrick Dillon, Senior Vice President,
                                      Organizational Transformation
                                      110 Rio Robles
                                      San Jose, California 95134-1813
                                      Phone: (408) 952-7456

Direct Inquiries to:                  Kristin Ming, Benefits Administrator
                                      (408) 952-7390

Agent for Service of Legal Process:   Plan Administrator
                                      Attn: Kristin Ming, Benefits 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

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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.

            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

<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.

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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

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

                                       3
<PAGE>

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