COVAD COMMUNICATIONS GROUP INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>f02223exv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                           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 Patrick J. Bennett (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

<PAGE>

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); or (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; 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 two times his or her current year salary
and target bonus , adjusted as follows: If the total sum of two 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 two 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 Plan is capped at 2.99 times the
executive's "base amount" determined for purposes of IRC Section 280G.

            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 two (2)
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 two (2) 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 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 two (2) year
period. Notwithstanding the foregoing, if at anytime prior to the exhaustion of
the two (2) years,

                                       2

<PAGE>

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
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

                                       3

<PAGE>

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

                                       4

<PAGE>

            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 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

                                       5

<PAGE>

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 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

                                       6

<PAGE>

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

                                       7

<PAGE>

      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.

                                       8

<PAGE>

      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.                   PATRICK J. BENNETT

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

                                       9

<PAGE>

                                    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.

                                       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. 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

</TEXT>
</DOCUMENT>
