--------------------------------------------------------------------------------

                             RESTRUCTURING AGREEMENT

                                  by and among

                     UNITED PAN-EUROPE COMMUNICATIONS N.V.,

                                 NEW UPC, INC.,

                             UNITEDGLOBALCOM, INC.,

                               UGC HOLDINGS, INC.,

                              UNITED EUROPE, INC.,

                              UNITED UPC BONDS, LLC

                                       and

                   THE NOTEHOLDERS SET FORTH ON ANNEX A HERETO

                         DATED AS OF SEPTEMBER 30, 2002




--------------------------------------------------------------------------------




<PAGE>


ARTICLE I  DEFINITIONS; CROSS-REFERENCES; INTERPRETATION.......................4

   Section 1.1  Definitions....................................................4

   Section 1.2  Cross-references...............................................7

   Section 1.3  Interpretation.................................................9


ARTICLE II  RESTRUCTURING......................................................9

   Section 2.1  General Structure..............................................9

   Section 2.2  Treatment of UPC Notes........................................13

   Section 2.3  Treatment of UPC Preference Shares A..........................14

   Section 2.4  Treatment of Belmarken Notes..................................14

   Section 2.5  Critical Vendors..............................................16

   Section 2.6  Other Creditors...............................................16

   Section 2.7  Administrative and Other Priority Claims......................17

   Section 2.8  Treatment of Outstanding Rights, Options and Warrants.........17

   Section 2.9  Management Incentive Plan.....................................18

   Section 2.10  Extraordinary General Meeting................................18


ARTICLE III  SHAREHOLDERS MEETING; DISCLOSURE STATEMENT; PLAN; AKKOORD........18

   Section 3.1  Shareholders' Meeting.........................................18

   Section 3.2  Prospectus....................................................19

   Section 3.3  Disclosure Statement..........................................19


ARTICLE IV  MINORITY RIGHTS; BOARD COMPOSITION................................21

   Section 4.1  Pre-emptive Rights............................................21

   Section 4.2  Board Composition.............................................21

   Section 4.3  Affiliate Party Transactions..................................22


ARTICLE V  VOTING PROVISIONS..................................................26

   Section 5.1  Voting in the Shareholders Meeting............................26

   Section 5.2  Voting Prior to the Effective Filing Date.....................26

   Section 5.3  Voting After the Filing Date..................................27

   Section 5.4  Direction of Trustees.........................................28

   Section 5.5  Acknowledgement...............................................28


                                       i

<PAGE>


ARTICLE VI  EFFECTIVE DATE EQUITY INVESTMENT..................................28

   Section 6.1  New UPC Equity Purchase Rights................................28

   Section 6.2  UGC Subscription Commitment...................................29


ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF UPC............................29

   Section 7.1  Organization..................................................29

   Section 7.2  Capitalization................................................29

   Section 7.3  Authorization; Validity of Agreement; Corporate Action........30

   Section 7.4  Consents and Approvals; No Violations.........................30

   Section 7.5  SEC Reports and Financial Statements..........................31

   Section 7.6  Brokers.......................................................31

   Section 7.7  Voting Requirements...........................................31


ARTICLE VIII  REPRESENTATIONS AND WARRANTIES OF UGC, UGC HOLDINGS,
              NEW UPC AND UUB.................................................32

   Section 8.1  Organization..................................................32

   Section 8.2  Authorization; Validity of Agreement; Corporate Action........32

   Section 8.3  Consents and Approvals; No Violations.........................33

   Section 8.4  Ownership of Securities.......................................33

   Section 8.5  Certain Securities Law Matters................................33

   Section 8.6  Brokers.......................................................34


ARTICLE IX  REPRESENTATIONS AND WARRANTIES OF PARTICIPATING NOTEHOLDERS.......34

   Section 9.1  Organization..................................................34

   Section 9.2  Authorization; Validity of Agreement; Noteholder Action.......34

   Section 9.3  Consents and Approvals; No Violations.........................35

   Section 9.4  Ownership of Securities.......................................35

   Section 9.5  Certain Securities Law Matters................................35

   Section 9.6  Brokers.......................................................36


ARTICLE X  CERTAIN COVENANTS..................................................37

   Section 10.1  Commercially Reasonable Efforts..............................37

   Section 10.2  Notification of Certain Matters..............................37

   Section 10.3  Tax Ruling...................................................38

   Section 10.4  Forbearance..................................................38


                                     ii

<PAGE>


   Section 10.5  Restrictions on Transfer.....................................38

   Section 10.6  Further Acquisition of Claims or Interests...................39

   Section 10.7  Impact of Appointment of Creditors' Committee................39

   Section 10.8  Releases and Exculpation.....................................39

   Section 10.9  Advisors.....................................................41


ARTICLE XI  TERMINATION AND ABANDONMENT.......................................42

   Section 11.1  Termination..................................................42

   Section 11.2  Effect of Termination........................................44


ARTICLE XII  MISCELLANEOUS....................................................44

   Section 12.1  Nonsurvival of Representations and Warranties................44

   Section 12.2  Notices......................................................44

   Section 12.3  Entire Agreement.............................................46

   Section 12.4  No Third-Party Beneficiaries.................................46

   Section 12.5  Amendment....................................................46

   Section 12.6  Assignment...................................................46

   Section 12.7  Counterparts.................................................46

   Section 12.8  Severability.................................................46

   Section 12.9  Governing Law................................................46

   Section 12.10  Submission to Jurisdiction..................................47

   Section 12.11  Remedies....................................................47

   Section 12.12  Waiver of Jury Trial........................................48

   Section 12.13  Consideration...............................................48

   Section 12.14  Acknowledgment of Risks.....................................48


                                      iii


<PAGE>




Annex A - Participating Noteholders                                        A-1
Annex B - UPC Notes Owned by the UGC Group                                 B-1
Annex C - UPC Notes Owned by UPC                                           C-1
Annex D - Post-Restructuring Equity Capitalization of New UPC              D-1
Annex E - Material Litigation Claims Against UPC                           E-1
Annex F - Outstanding Material Rights, Options and Warrants to
          Acquire UPC Ordinary Shares A                                    F-1
Annex G - Capitalization of UPC                                            G-1
Annex H - UGC Group Claims and Interests                                   H-1

                                       iv


<PAGE>



                             RESTRUCTURING AGREEMENT
                             -----------------------


     THIS RESTRUCTURING AGREEMENT (this "Agreement"), dated as of September 30,
2002, by and among United Pan-Europe Communications N.V., a corporation
organized under the laws of The Netherlands ("UPC"), New UPC, Inc., a
corporation organized under the laws of the state of Delaware ("New UPC"),
UnitedGlobalCom, Inc., a corporation organized under the laws of the State of
Delaware ("UGC" and, together with its Subsidiaries, other than New UPC and UPC
and its Subsidiaries, the "UGC Group"), UGC Holdings, Inc., a corporation
organized under the laws of the State of Delaware and a wholly owned Subsidiary
of UGC ("UGC Holdings"), United Europe, Inc., a corporation organized under the
laws of the State of Delaware and a wholly owned indirect Subsidiary of UGC
("United Europe"), United UPC Bonds, LLC, a limited liability company organized
under the laws of the State of Delaware and a wholly owned subsidiary of UGC
("UUB"), and the holders of UPC Notes (as defined below) set forth on Annex A
attached hereto (each such holder a "Participating Noteholder" and,
collectively, the "Participating Noteholders").

                                    RECITALS:
                                    --------

     This Restructuring Agreement is based on the following:

     A. Members of the UGC Group are the beneficial owners of (i) all of the
outstanding 6% Guaranteed Notes due 2007 (the "Belmarken Notes") of UPC and
Belmarken Holding B.V., a company with limited liability organized under the
laws of The Netherlands ("Belmarken"), as co-obligors and UPC Internet Holding
B.V. as guarantor, (ii) the UGC Owned Notes (as defined below), (iii) 2,500
shares of the Series 1 Convertible Preference Shares A ("UPC Preference Shares
A"), par value (euro)1.00 of UPC, (iv) 300 Priority Shares of UPC, par value
(euro)1.00 ("UPC Priority Shares"), and (v) 235,452,209 ordinary shares A of
UPC, par value (euro)1.00 ("UPC Ordinary Shares A"); and

     B. The Participating Noteholders are the beneficial owners of that
aggregate principal amount of each outstanding series of UPC Notes as is set
forth on Schedule 1 to the Disclosure Schedule; and

     C. The parties to this Agreement have determined that it is in the best
interests of UPC, UPC's Affiliates, and UPC's stakeholders to effect a
restructuring of the capital structure of UPC (the "Restructuring") and to
establish New UPC as a United States holding company for the UPC Group in order
to (i) facilitate the raising of additional capital, (ii) simplify the
governance structure of UPC, (iii) facilitate future rationalization of the
operations of New UPC and UPC, (iv) reduce the debt obligations of UPC and (v)
permit UPC to take advantage of the strategic opportunities available to it; and

     D. If a restructuring of UPC is not implemented as contemplated in this
Agreement, the continuity of UPC would be in jeopardy; and

     E. Certain of the Participating Noteholders have formed an informal
committee (the "Committee") of the holders of the UPC Notes and have engaged in
good faith negotiations with UGC and UPC with the objective of reaching an
agreement regarding the terms of the Restructuring; and

<PAGE>


     F. In conformity with the terms and conditions of this Agreement, New UPC
will issue shares of New UPC Common Stock, par value $0.01 per share ("New UPC
Common Stock"), in conformity with the applicable securities laws of The
Netherlands and the United States, for substantially all of the outstanding
claims of unsecured creditors of UPC, other than the claims of Critical Vendors
who are treated as "ransom suppliers" as set forth herein; and

     G. In furtherance of the implementation of the Restructuring, UPC shall,
subject to the terms and conditions of this Agreement, (a) file (i) a voluntary
case (the "Chapter 11 Case") under Chapter 11 of title 11 of the United States
Code, 11 U.S.C. ss.ss. 101-1330, as amended (the "US Bankruptcy Code") in a
United States Bankruptcy Court (the "US Bankruptcy Court") on or as soon as
reasonably practicable after the date of this Agreement, (ii) a plan of
reorganization (the "Plan") consistent in all material respects with this
Agreement (as in effect on the date hereof with such amendments and changes as
are agreed to in accordance with the terms thereof), on or as soon as reasonably
practicable after the date of the filing of the Chapter 11 Case, and (iii) an
accompanying disclosure statement (the "Disclosure Statement") consistent with
the terms set forth in this Agreement, the requirements of the US Bankruptcy
Code and the requirements of Dutch securities laws and (b) use its reasonable
best efforts to have such Disclosure Statement approved and such Plan confirmed
by the US Bankruptcy Court as expeditiously as practicable under the US
Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (the "US
Bankruptcy Rules"); and

     H. Following the filing of the Chapter 11 Case, or simultaneously
therewith, at a time to be determined by UPC, after consultation with the
parties hereto, in furtherance of the implementation of the Restructuring, UPC
shall, subject to the terms and conditions of this Agreement, (a) file (i) a
voluntary provisional moratorium petition (the "Moratorium Petition") under the
Dutch Bankruptcy Code (Faillissementswet) (together with all related rules and
regulations, the "Dutch Bankruptcy Code") in the Amsterdam Court (the "Dutch
Bankruptcy Court") and (ii) a plan of compulsory composition (the "Akkoord")
consistent in all material respects with this Agreement (as in effect on the
date hereof with such amendments and changes as are agreed to in accordance with
the terms thereof), on or as soon as reasonably practicable after the date of
the filing of the Moratorium Petition and (b) use its reasonable best efforts to
have such Akkoord voted upon by the creditors of UPC and ratified by the Dutch
Bankruptcy Court as expeditiously as practicable under the Dutch Bankruptcy
Code; and

     I. In connection with the Restructuring, the parties hereto have agreed
that the Belmarken Notes, the UPC Notes, the UPC Ordinary Shares A, the UPC
Priority Shares and the UPC Preference Shares A are intended to be exchanged for
shares of New UPC Common Stock on the terms set forth in this Agreement; and

     J. To facilitate the implementation of the Restructuring, including,
without limitation, the Plan, each Participating Noteholder is prepared, subject
to the terms and conditions of this Agreement, to vote its Restricted Claims in
favor of the Plan, as it may be modified in accordance with the terms of this
Agreement; and

     K. To facilitate the implementation of the Restructuring, including,
without limitation, the Akkoord, each Participating Noteholder is prepared,
subject to the terms and conditions of this Agreement, to vote its Restricted
Claims in favor of the Akkoord as it may be modified in accordance with the
terms of this Agreement; and


                                      -3-

<PAGE>



     L. In furtherance of the transactions contemplated hereby, each of the
parties hereto has agreed to take certain other actions, all as more fully set
forth herein;

     NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth below, the
parties hereto agree as follows:

                                   ARTICLE I

                  DEFINITIONS; CROSS-REFERENCES; INTERPRETATION
                  ---------------------------------------------

     Section 1.1 Definitions. For purposes of this Agreement, each of the
following terms shall have the respective meaning ascribed thereto.

     "Administrator" shall mean the administrator or administrators
(bewindvoerders) appointed by the Dutch Bankruptcy Court to oversee the affairs
of UPC during the period it is subject to a moratorium of payments pursuant to
the Dutch Bankruptcy Code.

     "Affiliate" shall, with respect to any Person (the "First Person"), mean
(1) any other Person (the "Second Person") having beneficial ownership of 40% or
more of the Voting Securities of such First Person and (2) any other Person, 40%
or more of whose Voting Securities are owned, controlled or held with power to
vote, directly or indirectly, by that Second Person.

     "Belmarken Loan Agreements" shall mean that certain Loan Agreement, dated
as of May 25, 2001, among Belmarken and UPC, as Obligors, UPC Internet Holding
B.V., as Guarantor, and Liberty-Belmarken, Inc., as Lender, together with all
other documentation entered into in connection with the issuance of the
Belmarken Notes, as the same may have been amended, supplemented or modified in
any respect.

     "beneficial ownership" shall have the meaning attributed to it in Rules
13d-3 and 13d-5 under the Exchange Act (as in effect on the date hereof),
whether or not applicable.

     "Business Day" shall mean any day, other than a Saturday, Sunday or a day
on which banks located in New York, New York or Amsterdam, The Netherlands shall
be authorized or required by law to close.

     "Confirmation Date" shall mean the later to occur of (i) the date on which
the Plan is confirmed by the US Bankruptcy Court and (ii) the date on which the
Akkoord is adopted and subsequently ratified by the Dutch Bankruptcy Court.

     "control" shall mean with respect to any Person (i) the power, directly or
indirectly by contract, proxy or otherwise, to vote or cause to be voted more
than 50% of the Voting Securities of such Person or (ii) the power (as general
partner, manager, or otherwise) to control the management and affairs of such
Person. The words "controlling" and "under common control with" shall have
correlative meanings.

     "Disclosure Letter" means that certain disclosure letter to be executed and
delivered by the parties hereto simultaneously with the execution and delivery
of this Agreement.

     "Disinterested Stockholder" shall mean, at any time of determination, with
respect to any proposed Related Party Transaction, a stockholder of New UPC that
neither (a) is an Affiliate of New UPC or (b) has a financial interest in the
proposed Related Party Transaction that is materially different from New UPC's
stockholders generally.


                                      -4-

<PAGE>


     "Effective Date" shall mean the Business Day that is no more than eleven
(11) Business Days following the date on which all conditions precedent to the
consummation of the Plan and the Akkoord have either been satisfied or, to the
extent permitted in the Plan and the Akkoord, duly waived and on which such day
the Plan and the Akkoord become effective and final.

     "Euronext" shall mean Euronext Amsterdam N.V.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

     "Filing Date" shall mean the date on which the Chapter 11 Case is commenced
under US Bankruptcy Law.

     "GAAP" shall mean United States generally accepted accounting principles
applied on a consistent basis throughout the periods involved.

     "Governmental Entity" shall mean any national, state, provincial,
municipal, local or foreign government, any court, arbitral tribunal,
administrative agency or commission or other governmental or regulatory
authority, commission or agency or any non-governmental, self-regulatory
authority, commission or agency.

     "Judgment" shall mean any order, writ, injunction, award, judgment, ruling
or decree of any Governmental Entity.

     "Law" shall mean any statute, law, code, ordinance, rule or regulation of
any Governmental Entity.

     "Lien" shall mean any pledge, claim, equity, option, lien, charge,
mortgage, easement, right-of-way, call right, right of first refusal, "tag"- or
"drag"- along right, encumbrance, security interest or other similar restriction
of any kind or nature whatsoever, but excluding any of the foregoing created or
imposed by or pursuant to this Agreement.

     "Majority-in-Interest of the Participating Noteholders" shall mean, with
respect to any date of determination, (a) if such date of determination is prior
to the Filing Date, Participating Noteholders holding a majority of the claims
arising under the UPC Notes held by all of the Participating Noteholders on such
date of determination (using for this purpose the prevailing exchange rates in
effect on such date of determination), or (b) if such date of determination is
on or after the Filing Date, Participating Noteholders holding a majority of the
claims arising under the UPC Notes held by all of the Participating Noteholders
on such date of determination (using for this purpose, the prevailing exchange
rate in effect on the Filing Date).

     "Nasdaq" means the Nasdaq National Market.

     "Other Creditors" shall mean, without duplication, each General Unsecured
Creditor and each holder of a Litigation Claim.

     "Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a limited liability company, a limited liability
partnership, a trust, an incorporated organization and a government or any
department or agency thereof.

     "Restricted Claims" shall mean, with respect to any Person, any Belmarken
Notes, UPC Notes, UPC Voting Securities or other claims against, or interests
in, UPC that such Person or its controlled Affiliates now owns or controls,
together with any Belmarken Notes, UPC Notes, UPC Voting Securities or other
claims against, or interests in, UPC which such Person or its


                                      -5-

<PAGE>


controlled Affiliates may come to own or control between the date hereof and the
termination of this Agreement.

     "Restriction" with respect to any capital stock, partnership interest,
membership interest in a limited liability company or other equity interest or
security, shall mean any voting or other trust or agreement, option, warrant,
preemptive right, right of first offer, right of first refusal, escrow
arrangement, proxy, buy-sell agreement, power of attorney or other contract (but
excluding the Belmarken Loan Agreements and this Agreement), any Law, license,
permit or Judgment that, conditionally or unconditionally, (i) grants to any
Person the right to purchase or otherwise acquire, or obligates any Person to
sell or otherwise dispose of or issue, or otherwise results or, whether upon the
occurrence of any event or with notice or lapse of time or both or otherwise,
may result in any Person acquiring, (x) any of such capital stock, partnership
interest, membership interest in a limited liability company or other equity
interest or security; (y) any of the proceeds of, or any distributions paid or
that are or may become payable with respect to, any of such capital stock,
partnership interest, membership interest in a limited liability company or
other equity interest or security; or (z) any interest in such capital stock,
partnership interest, membership interest in a limited liability company or
other equity interest or security or any such proceeds or distributions; (ii)
restricts or, whether upon the occurrence of any event or with notice or lapse
of time or both or otherwise, is reasonably likely to restrict the transfer or
voting of, or the exercise of any rights or the enjoyment of any benefits
arising by reason of ownership of, any such capital stock, partnership interest,
membership interest in a limited liability company or other equity interest or
security or any such proceeds or distributions; or (iii) creates or, whether
upon the occurrence of any event or with notice or lapse of time or both or
otherwise, is reasonably likely to create a Lien or purported Lien affecting
such capital stock, partnership interest, membership interest in a limited
liability company or other equity interest or security, proceeds or
distributions.

     "SEC" shall mean the United States Securities and Exchange Commission, or
any successor agency.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     "Shareholder Approval" shall mean approval by the shareholders of UPC of
all of the Proposals.

     "Subsidiary" with respect to any Person shall mean (i) a corporation, a
majority in voting power of whose capital stock with voting power, under
ordinary circumstances, to elect directors is at the time, directly or
indirectly owned by such Person, by a Subsidiary of such Person, or by such
Person and one or more Subsidiaries of such Person, without regard to whether
the voting of such stock is subject to a voting agreement or similar
Restriction, controlled by or under common control with the respective Person,
(ii) a partnership or limited liability company in which such Person or a
Subsidiary of such Person is, at the date of determination, (x) in the case of a
partnership, a general partner of such partnership with the power affirmatively
to direct the policies and management of such partnership or (y) in the case of
a limited liability company, the managing member or, in the absence of a
managing member, a member with the power affirmatively to direct the policies
and management of such limited liability company, or (iii) any other Person
(other than a corporation) in which such Person, a Subsidiary of such Person or
such Person and one or more Subsidiaries of such Person, directly or indirectly,
at the date of deter-


                                      -6-


<PAGE>


mination thereof, has (x) the power to elect or direct the election of a
majority of the members of the governing body of such Person (whether or not
such power is subject to a voting agreement or similar Restriction) or (y) in
the absence of such a governing body, a majority ownership interest.

     "UGC Owned Notes" shall mean the UPC Notes set forth on Annex B to this
Agreement and any UPC Notes hereafter acquired by the UGC Group.

     "UPC Distribution Credit Facility" shall mean the Senior Secured Credit
Facility, dated October 26, 2000, for UPC Distribution Holding B.V. and UPC
Financing Partnership, as borrowers, certain subsidiaries of UPC party thereto,
as guarantors, TD Bank Europe Limited, as Lead Arranger, Facility Agent, and
Security Agent, Toronto Dominion (Texas), Inc., as Facility Agent, Chase
Manhattan plc, ABN AMRO Bank N.V., Bank of America International Limited, BNP
Paribas, CIBC World Markets plc, Credit Lyonnais, Fortis Bank (Nederland) N.V.,
and The Royal Bank of Scotland plc, as lead arrangers, and certain banks and
financial institutions party thereto, as lenders, as the same may be amended
from time to time.

     "UPC Dollar-Denominated Notes" shall mean the following series of
outstanding senior notes and senior discount notes of UPC: (i) the $200,000,000
10?% Senior Notes due 2007, (ii) the $800,000,000 10?% Senior Notes due 2009,
(iii) the $735,000,000 12 1/2% Senior Discount Notes due 2009, (iv) the
$252,000,000 11 1/4% Senior Notes due 2009, (v) the $478,000,000 13?% Senior
Discount Notes due 2009, (vi) the $600,000,000 11 1/4% Senior Notes due 2010,
(vii) the $300,000,000 11 1/2% Senior Notes due 2010, and (viii) the
$1,000,000,000 13 3/4% Senior Discount Notes due 2010.

     "UPC Euro-Denominated Notes" shall mean the following series of outstanding
senior notes and senior discount notes of UPC: (i) the (euro)100,000,000 10?%
Senior Notes due 2007, (ii) the (euro)300,000,000 10?% Senior Notes due 2009,
(iii) the (euro)101,000,000 11 1/4% Senior Notes due 2009, (iv) the
(euro)191,000,000 13?% Senior Discount Notes due 2009, and (v) the
(euro)200,000,000 11 1/4% Senior Notes due 2010.

     "UPC Notes" shall mean the UPC Dollar-Denominated Notes and the UPC
Euro-Denominated Notes, collectively.

     "UPC Voting Securities" shall mean all equity securities of UPC, including,
without limitation, all UPC Ordinary Shares A, UPC Priority Shares and UPC
Preference Shares A, entitled to vote at a general meeting of the shareholders
of UPC.

     "Voting Securities" shall mean, with respect to any Person, any equity
interest of such Person having general voting power under ordinary circumstances
to participate in the election of a majority of the governing body of such
Person (irrespective of whether at the time any other class of equity interest
of such Person shall have or might have voting power by reason of the happening
of any contingency).

     Section 1.2 Cross-references. For purposes of this Agreement, each of the
following terms shall have the meaning ascribed thereto in the respective
Section of this Agreement indicated on the table below.


                                      -7-

<PAGE>


Additional Shares................................2.1
Agreement...................................Preamble
A-FM.............................................3.2
Akkoord.....................................Recitals
Akkoord Option...................................2.1
Base Number of Shares............................2.1
Belmarken...................................Recitals
Belmarken Notes.............................Recitals
Belmarken Notes Consideration....................2.3
Capital Amendment Proposal......................2.12
Chapter 11 Case.............................Recitals
Common Shares UGC Fraction.......................4.4
Committee...................................Recitals
Critical Vendors.................................2.7
Designated Board Members.........................4.2
Disclosure Statement........................Recitals
Dutch Bankruptcy Code.......................Recitals
Dutch Bankruptcy Court......................Recitals
Dutch Exchange Offer Option......................2.1
Employee Options................................2.10
General Unsecured Creditors......................2.8
Implied Purchase Price...........................6.1
Litigation Claim.................................2.8
Maximum Subscription Amount..................... 6.1
Moratorium Petition.........................Recitals
New UPC.....................................Recitals
New UPC Common Stock........................Recitals
New UPC Dutch Exchange Offer.....................2.1
Notes Consideration..............................2.2
Ordinary Shares Consideration....................2.5
Participating Noteholder(s).................Preamble
Plan........................................Recitals
Plan Option 1....................................2.1
Plan Option 2....................................2.1
Preference Shares Consideration..................2.4
Priority Shares Consideration....................2.6
Proposals.......................................2.12
Prospectus.......................................3.2
Related Party Transaction........................4.3
Required UPC Consents............................7.4
Restructuring...............................Recitals
Shareholders Meeting............................2.12
Stockholders Agreement...........................4.4
Subscription Rights..............................4.1
Tag-Along Allotment..............................4.4
Tag-Along Notice.................................4.4


                                      -8-


<PAGE>


Tag-Along Notice Date............................4.4
Tag-Along Sale...................................4.4
Tag-Along Sale Agreement.........................4.4
Tag-Along Sale Date..............................4.4
Tag-Along Sale Notice............................4.4
Tag-Along Stockholders...........................4.4
UGC.........................................Preamble
UGC Group...................................Preamble
UGC Holdings................................Preamble
United Europe...............................Preamble
UPC.........................................Preamble
UPC Ordinary Shares A.......................Recitals
UPC Preference Shares A.....................Recitals
UPC Priority Shares.........................Recitals
UPC SEC Documents................................7.5
US Bankruptcy Code..........................Recitals
US Bankruptcy Court.........................Recitals
US Bankruptcy Rules.........................Recitals
UUB.........................................Preamble



     Section 1.3  Interpretation.  When a reference is made in this Agreement to
Sections,  such  reference  shall  be to a  Section  of  this  Agreement  unless
otherwise  indicated.  Capitalized  terms  used in  this  Agreement  shall  have
meanings equally applicable to both the singular and plural forms and masculine,
feminine  and  neuter  genders.  Whenever  the words  "include,"  "includes"  or
"including"  are used in this  Agreement  they shall be deemed to be followed by
the words "without limitation."

                                   ARTICLE II

                                  RESTRUCTURING
                                  -------------


     Section  2.1  General  Structure.  The  Restructuring  is  intended  to  be
implemented in compliance with applicable laws, including the applicable laws of
The  Netherlands,  the United  States of  America  and  Luxembourg.  In order to
achieve this  objective,  the  Restructuring  will consist of several  different
elements, each of which is an integral aspect of the Restructuring and, as such,
are  non-severable,  and which will provide the holders of claims  against,  and
interests in, UPC with certain  options in connection  with the  satisfaction of
their claims and interests.  Specifically,  the  Restructuring  shall provide as
follows:

          (a) Treatment of Creditors. The following general structure will apply
to all creditors of UPC, except as otherwise provided herein:

          (i) US  Structure.  UPC will  commence  the  Chapter 11 Case in the US
     Bankruptcy Court and shall file a Plan pursuant to which each holder of UPC
     Notes and each  holder of any other  claim  against  UPC to the extent such
     claim is in the same class as the UPC Notes will be offered


                                      -9-

<PAGE>


     two options,  one of which will be to receive a specified  number of shares
     of New UPC  Common  Stock per $1000 of  allowed  claim  from New UPC ("Plan
     Option 1"), in exchange for  transferring  their claims  against UPC to New
     UPC,  and the  second of which will be to receive a number of shares of New
     UPC  Common  Stock per $1000 of allowed  claim  from UPC ("Plan  Option 2")
     equal to  seventy-five  percent  (75%) of the  number  of shares of New UPC
     Common  Stock per $1000 of allowed  claim from New UPC offered  pursuant to
     Plan Option 1 in final discharge of their rights against UPC.

          (ii)  Dutch  Structure.  UPC will  file the  Moratorium  Petition  and
     commence  proceedings  with  respect  thereto,  in which it will propose an
     Akkoord  pursuant to which the  creditors  of UPC will  receive a specified
     number of shares of New UPC Common  Stock per $1000 of  allowed  claim (the
     "Akkoord  Option") in final  discharge  of their  claims  against  UPC. The
     number of shares of New UPC Common  Stock per $1000 of  allowed  claim that
     creditors  of UPC will  receive  pursuant  to the  Akkoord  Option  will be
     identical  to the number of shares of New UPC Common  Stock that holders of
     UPC Notes will receive in final  discharge  of their UPC Notes  pursuant to
     Plan Option 2.

          (iii) New UPC Dutch Exchange Offer.  All holders of UPC Notes that are
     subject to the  jurisdiction of the US Bankruptcy  Court and each holder of
     any other  claim  against UPC to the extent such claim is in the same class
     as the UPC Notes that is subject to the  jurisdiction  of the US Bankruptcy
     Court  will  receive  shares  of New  UPC  Common  Stock  in  exchange  for
     transferring  their claims against UPC to New UPC pursuant to Plan Option 1
     as set forth in Section  2.1(a)(i).  Solely for the purpose of carrying out
     Plan  Option  1 in a  manner  consistent  with  Dutch  law,  to the  extent
     necessary to qualify Plan Option 1 under  applicable Dutch securities laws,
     simultaneously with the proposal of the Akkoord, New UPC will, for purposes
     of Dutch law and, to the extent permitted under applicable securities laws,
     solely with respect to  individuals  and entities who are not U.S.  Persons
     (as defined in Rule 902(k)  under the  Securities  Act),  offer to exchange
     (the "New UPC Dutch  Exchange  Offer") a specified  number of shares of New
     UPC Common  Stock with the  creditors  of UPC (the  "Dutch  Exchange  Offer
     Option") in exchange for transferring  their claims against UPC to New UPC,
     as further  set forth in this  Article  II. The number of shares of New UPC
     Common Stock per $1000 of allowed claim that  creditors of UPC will receive
     pursuant to the New UPC Dutch Exchange Offer in exchange for claims against
     UPC will be  identical  to the number of shares of New UPC Common Stock per
     $1000 of allowed  claim that  creditors of UPC will receive in exchange for
     their  claims  against  UPC  pursuant  to Plan  Option 1. The New UPC Dutch
     Exchange Offer shall require, as a condition to the consummation of the New
     UPC Dutch  Exchange  Offer,  that all claims  tendered in the New UPC Dutch
     Exchange  Offer be voted in favor of the Plan and the  Akkoord and that the
     holders of such claims shall deliver irrevocable proxies or


                                      -10-

<PAGE>


     voting  instructions  and  related  powers  of  attorney  (with  powers  of
     substitution)  in connection with their tender.  Subject to Section 2.1(f),
     the New UPC Dutch  Exchange  Offer shall also  include such other terms and
     conditions  as UPC, UGC and the  Committee  shall agree.  The New UPC Dutch
     Exchange  Offer will not close,  nor will  tenders be  accepted,  until the
     Effective Date.

          (iv)  Treatment of UPC Owned Notes.  All of the UPC Notes owned by UPC
     as a result of the settlement and termination of (i) the swaps transactions
     documented  by the ISDA  Master  Agreement,  dated as of  April  29,  1998,
     between The Toronto  Dominion Bank,  London Branch and UPC, and the related
     schedules,  annexes and confirmations,  as the same shall have been amended
     from  time to time on the  terms  contemplated  therein  and (ii) the swaps
     transactions  documented by the ISDA Master  Agreement,  dated as of May 4,
     2000,  between The Chase Manhattan Bank and UPC, and the related schedules,
     annexes and confirmations, as the same shall have been amended from time to
     time on the terms contemplated  therein,  in each case, which are set forth
     on Annex C, shall be deemed to be  cancelled  and not  outstanding  and UPC
     shall not be entitled to receive any consideration on account thereof.

          (b) Treatment of UPC  Preference  Shares A; UPC Ordinary  Shares A and
UPC Priority Shares.


          (i) US  Structure.  The Plan  will  provide  that the  holders  of UPC
     Preference  Shares A, UPC Ordinary  Shares A and UPC  Priority  Shares will
     receive  shares of New UPC Common Stock in an aggregate  amount equal to up
     to two  percent of the Base Number of Shares of New UPC Common  Stock.  The
     allocation of such percentage of New UPC's  outstanding  equity issuable to
     the holders of the UPC Preference  Shares A, UPC Ordinary  Shares A and the
     UPC Priority Shares will be determined by UPC, New UPC and UGC and shall be
     set forth in the Plan; provided that the consideration allocated in respect
     of  each  UPC  Priority  Share  shall  be  identical  to the  consideration
     allocated to one (1) UPC Ordinary Share A.

          (ii) Dutch  Structure.  Interests in the UPC Preference  Shares A, UPC
     Ordinary  Shares A and UPC  Priority  Shares  will not be  affected  by the
     Akkoord.

          (c) Contribution of Belmarken Notes.

          (i) US Structure.  The Plan will provide that on the  Effective  Date,
     and on the  terms  and  conditions  set  forth  herein  and in the Plan and
     subject to the Plan being confirmed substantially on the terms set forth in
     this  Agreement,  the holder of the  Belmarken  Notes will  contribute  the
     Belmarken Notes to New UPC in exchange for shares of New UPC Common Stock.

          (ii) Dutch Structure. The contribution of the Belmarken Notes


                                      -11-


<PAGE>


     to New UPC will not be a part of the Akkoord process.

          (d)  Percentage  of Base  Number  of Shares  of New UPC  Common  Stock
Offered in Plan and Akkoord. The Plan and the Akkoord (to the extent applicable)
shall  specify  the  number  of  shares of New UPC  Common  Stock  that is to be
distributed on account of (i) the UPC Notes (assuming that Plan Option 1 applies
to all UPC Notes),  (ii) the  contribution of the Belmarken Notes, and (iii) the
UPC  Preference  Shares A, UPC Ordinary  Shares A, and UPC  Priority  Shares and
holders  of  Litigation  Claims  subordinated  under  Section  510(b)  of the US
Bankruptcy Code (the "Base Number of Shares"). Upon consummation of the Plan and
the Akkoord,  the following  percentages of the Base Number of Shares of New UPC
Common  Stock  shall be  distributed  to (i) the UGC Group in  exchange  for the
Belmarken  Notes  and the UPC  Notes  owned by the UGC Group on the date of this
Agreement,  as set forth on Annex B, and not including any UPC Notes acquired by
the UGC Group after the date of this  Agreement,  (ii) to the holders of the UPC
Notes  (other  than the UPC  Notes  owned  by the UGC  Group on the date of this
Agreement)  (assuming that Plan Option 1 applies to all UPC Notes), and (iii) to
the holders  (including  the UGC Group) of the UPC  Preference  Shares,  the UPC
Ordinary Shares A and the UPC Priority Shares pursuant to Plan and the Akkoord:

--------------------------------------------------------------------------------
                                       Percentage of Base Number of New
                                            UPC Common Stock Offered
                                       ---------------------------------
                                                 Plan Option 1/
                                          Dutch Exchange Offer Option
--------------------------------------------------------------------------------
Belmarken  Notes  and UPC  Notes
owned by UGC Group on the date                      65.5%
hereof
--------------------------------------------------------------------------------
UPC Notes (other than UPC Notes
owned by the UGC Group on the date                  32.5%
hereof)
--------------------------------------------------------------------------------
Holders of UPC Preference Shares;
UPC Ordinary Shares A and UPC                        2.0%
Priority Shares and holders of
Litigation Claims subordinated
under Section 510(b) of the US
Bankruptcy Code
--------------------------------------------------------------------------------

          (e) Dilution.  Any shares of New UPC Common Stock  issuable to General
Unsecured  Creditors  or  holders  of  Litigation  Claims  (to  the  extent  not
subordinated  pursuant to Section 510(b) of the US Bankruptcy Code) as set forth
in Section 2.8,  shares of New UPC Common Stock  issuable to certain  members of
New UPC's management or other employees as set forth in Section 2.11,  shares of
New UPC Common Stock issuable pursuant the New UPC Equity Purchase Rights as set
forth  in  Section  6.1 or  issuable  to UGC  pursuant  to the UGC  subscription
commitment  as set forth in Section  6.2 shall be in addition  (the  "Additional
Shares") to the Base Number of Shares of New UPC Common Stock.  If Plan Option 2
applies to any UPC Notes, then


                                      -12-

<PAGE>


the excess  number of shares of New UPC Common Stock that would have been issued
and  exchanged  under Plan  Option 1 for those UPC Notes  shall not be issued or
exchanged;  provided that nothing herein shall prevent New UPC from  voluntarily
exchanging UPC Notes or other claims subject to Plan Option 2 for  consideration
equal to the  consideration  offered to such claim  pursuant to Plan Option 1 at
any time on or after the  Effective  Date.  Neither the issuance and exchange of
the  Additional  Shares  nor the  reduction  in the  number of shares of New UPC
Common Stock issued and exchanged for UPC Notes  resulting from the  application
of Plan Option 2 to certain  UPC Notes shall  affect the number of shares of New
UPC Common Stock issued and exchanged for the Belmarken  Note,  the UPC Notes to
which Plan Option 1 applies,  or the UPC Preference  Shares, UPC Ordinary Shares
A, and UPC Priority Shares. For the avoidance of doubt, neither the issuance and
exchange of the  Additional  Shares nor the reduction in the number of shares of
New UPC Common  Stock  issued and  exchanged  for UPC Notes  resulting  from the
application of Plan Option 2 to certain UPC Notes shall reduce the percentage of
the Base Number of Shares to be offered to the holders of the UPC Notes pursuant
to Plan Option 1 and the Dutch  Exchange  Offer  Option as  described in Section
2.1(d).

          (f)  Alternate  Structures.  The parties  hereto hereby agree that the
intention of the Restructuring is to effect the exchange of the Belmarken Notes,
the UPC Notes,  certain  other claims of  creditors  in UPC, the UPC  Preference
Shares A, the UPC Ordinary  Shares A and the UPC  Priority  Shares for shares of
New UPC Common Stock, such that the equity capitalization of New UPC immediately
after giving effect to the Restructuring,  based upon the Base Number of Shares,
the issuance of the maximum amount of shares of New UPC Common Stock issuable to
certain  members  of New UPC's  management  or other  employees  as set forth in
Section  2.11,  the  issuance  of the  shares of New UPC Common  Stock  issuable
pursuant  the New UPC Equity  Purchase  Rights or  issuable  to UGC  pursuant to
Section  6.2,  is as  set  forth  on  Annex  D  attached  hereto,  which  equity
capitalization does not reflect the issuance of any Additional Shares to General
Unsecured  Creditors  or  holders  of  Litigation  Claims  (to  the  extent  not
subordinated  pursuant to Section 510(b) of the US Bankruptcy Code). All parties
agree that in the event that UPC and UGC, after consultation with the Committee,
determine  that it is necessary to effect changes to the  transaction  structure
described in this  Agreement in order to more  effectively  achieve the economic
and other  objectives  contemplated  by this  Agreement  or to  comply  with the
requests of any tax or regulatory  authority,  each party hereto will consent to
and take such actions as may be reasonably necessary to facilitate such changes;
provided  that  no  such  changes  will  be  effected   unless  they  result  in
substantially the same proportional  capitalization of New UPC immediately after
giving effect to the  Restructuring  and do not otherwise deviate from the terms
and  conditions  set forth in this  Agreement in a manner that is adverse in any
material respect to such party;  provided further, that no such changes will (i)
reduce  the  percentage  of the Base  Number of Shares of New UPC's  outstanding
common stock set forth in Section 2.1(d) to be offered to the holders of the UPC
Notes other than the UGC Group,  or (ii) alter the  provisions  of Article IV or
Article VI.

     Section 2.2 Treatment of UPC Notes.


                                      -13-


<PAGE>


          (a)  Treatment  of UPC Notes.  The Plan,  the  Akkoord and the New UPC
Dutch Exchange Offer shall provide that, on or as soon as practicable  after the
Effective Date, and on the terms and conditions set forth herein and in the Plan
and the Akkoord  and the New UPC Dutch  Exchange  Offer,  New UPC or UPC, as the
case may be,  shall  exchange  shares of New UPC  Common  Stock as  provided  in
Section  2.1(a) hereof and in accordance  with Section 2.1(d) hereof for each of
the UPC Notes based upon the amount of the claim in respect of such UPC Notes on
the Filing Date (using for this purpose the prevailing  exchange rates in effect
on the Filing Date,  except as otherwise  set forth in the Plan).  The shares of
New UPC  Common  Stock  offered  in  respect  of the  outstanding  UPC Notes are
referred to as the "Notes Consideration" in respect of such series of UPC Notes.

          (b)  Full  Satisfaction  and  Discharge.  The  receipt  of  the  Notes
Consideration  in accordance with the terms of this  Agreement,  the Plan and/or
the Akkoord by UPC's creditors shall constitute a full satisfaction, settlement,
release and discharge of the claims of each holder of UPC Notes  pursuant to the
UPC Notes and the  related  indentures;  provided  that the Plan and the New UPC
Dutch Exchange Offer will provide that any UPC Notes acquired by New UPC through
the New UPC Dutch  Exchange  Offer and the operation of Plan Option 1, which UPC
Notes  are not  subsequently  contributed  to the  capital  of UPC  will  remain
outstanding  and  shall  not be deemed to be  satisfied,  settled,  released  or
discharged.

     Section 2.3 Treatment of Belmarken Notes; Contribution of Belmarken Notes.

          (a) Treatment of UPC's Obligations Under Belmarken Notes; Contribution
of  Belmarken  Notes to New UPC. The Plan shall  provide  that on the  Effective
Date,  and on the terms and  conditions  set  forth  herein  and in the Plan and
subject to the Plan being confirmed substantially on the terms set forth in this
Agreement,  New UPC shall  issue the  number of shares of New UPC  Common  Stock
equal to the percentage of the Base Number of Shares of New UPC Common Stock set
forth  in  Section  2.1(d)  for  the  Belmarken  Notes  (the  "Belmarken   Notes
Consideration")  in exchange for the Belmarken  Notes and the obligations of all
other parties under the Belmarken Notes and the related loan documentation.  The
Plan shall also provide  that  simultaneously  with,  and  conditional  upon the
occurrence  of, the Effective  Date,  and on the other terms and  conditions set
forth herein and in the Plan, New UPC shall  contribute  the Belmarken  Notes to
the capital of UPC in exchange for UPC ordinary shares C, par  value (euro) 0.02
per share,  and in satisfaction of UPC's  obligations  under the Belmarken Notes
and in exchange for the  obligations  of all other  parties  under the Belmarken
Notes and the related loan documentation.

          (b) Full  Satisfaction  and  Discharge.  The receipt of the  Belmarken
Notes  Consideration  by the UGC  Group in  accordance  with  the  terms of this
Agreement and the Plan shall constitute a full satisfaction, settlement, release
and  discharge  of the claims of UGC  pursuant  to UPC's  obligations  under the
Belmarken Notes or the related loan documentation.

     Section 2.4 Treatment of UPC Preference Shares A.

          (a) Treatment of UPC Preference Shares A. The Plan shall provide that,
on or as soon as practicable after the Effective Date and after the contribution
of the


                                      -14-


<PAGE>


Belmarken  Notes  to  the  capital  of  UPC by New  UPC,  and on the  terms  and
conditions  set forth herein and in the Plan, New UPC shall exchange each of the
then  existing and  outstanding  UPC  Preference  Shares A for shares of New UPC
Common  Stock  (the  "Preference  Shares  Consideration")  in  an  amount  to be
determined by UPC, New UPC and UGC and set forth in the Plan,  within the limits
provided in Sections 2.1(b) and 2.1(d). Pursuant to the Plan, the holders of the
UPC Preference  Shares A shall deliver their  Preference  Shares A to New UPC in
exchange for the Preference  Shares  Consideration.  After  consummation  of the
Restructuring,  as soon as UPC becomes a wholly-owned Subsidiary of New UPC, New
UPC and UPC shall take such action as is necessary to cause the  cancellation of
the UPC Preference Shares A.

          (b) Full  Satisfaction  and  Discharge.  The receipt of the Preference
Shares Consideration by the holders of the UPC Preference Shares A in accordance
with  the  terms  of  this  Agreement  and  the  Plan  shall  constitute  a full
satisfaction,  settlement,  release and discharge of the claims and interests of
each holder of UPC Preference  Shares A in respect of the UPC Preference  Shares
A; provided that the Plan will provide that any UPC Preference Shares A acquired
by New UPC through the Plan will remain  outstanding  and shall not be deemed to
be satisfied, settled, released or discharged.

     Section 2.5 Treatment of UPC Ordinary Shares A.

          (a)  Treatment of UPC Ordinary  Shares A. The Plan shall provide that,
on or as soon as practicable after the Effective Date and after the contribution
of the  Belmarken  Notes to the capital of UPC by New UPC,  and on the terms and
conditions  set forth herein and in the Plan, New UPC shall exchange each of the
then existing and outstanding UPC Ordinary Shares A for shares of New UPC Common
Stock (the  "Ordinary  Shares  Consideration")  in an amount to be determined by
UPC,  New UPC and UGC and set forth in the Plan,  within the limits  provided in
Sections  2.1(b)  and  2.1(d).  Pursuant  to the Plan,  the  holders  of the UPC
Ordinary  Shares A shall deliver their Ordinary  Shares A to New UPC in exchange
for the Ordinary Shares Consideration.

          (b) Full  Satisfaction  and  Discharge.  The  receipt of the  Ordinary
Shares  Consideration  by the holders of the UPC Ordinary Shares A in accordance
with  the  terms  of  this  Agreement  and  the  Plan  shall  constitute  a full
satisfaction,  settlement,  release and discharge of the claims and interests of
each holder of UPC Ordinary  Shares A in respect of the UPC  Ordinary  Shares A;
provided  that the Plan will provide that any UPC Ordinary  Shares A acquired by
New UPC through the Plan will remain  outstanding  and shall not be deemed to be
satisfied, settled, released or discharged.

     Section 2.6 Treatment of UPC Priority Shares.

          (a) Treatment of UPC Priority Shares.  The Plan shall provide that, on
or as soon as practicable after the Effective Date and after the contribution of
the  Belmarken  Notes to the  capital  of UPC by New UPC,  and on the  terms and
conditions  set forth herein and in the Plan, New UPC shall exchange each of the
then existing and  outstanding  UPC Priority Shares for shares of New UPC Common
Stock (the "Priority Shares  Consideration")  in a per share amount equal to the
Ordinary  Shares  Consideration.  Pursuant  to the Plan,  the holders of the UPC
Priority  Shares shall deliver their Priority  Shares to New UPC in exchange for
the Priority Shares Consideration.  After consummation of the Restructuring,  as
soon as UPC becomes a wholly-owned Subsidiary


                                      -15-


<PAGE>


of New UPC,  New UPC and UPC shall take such action as is necessary to cause the
cancellation of the UPC Priority Shares.

          (b) Full  Satisfaction  and  Discharge.  The  receipt of the  Priority
Shares  Consideration  by the holders of the UPC Priority  Shares in  accordance
with  the  terms  of  this  Agreement  and  the  Plan  shall  constitute  a full
satisfaction,  settlement,  release and discharge of the claims and interests of
each  holder of UPC  Priority  Shares in  respect  of the UPC  Priority  Shares;
provided that the Plan will provide that any UPC Priority Shares acquired by New
UPC  through  the Plan  will  remain  outstanding  and shall not be deemed to be
satisfied, settled, released or discharged.

     Section 2.7 Treatment of Critical  Vendors.  The parties  hereto agree that
certain  creditors of UPC to be identified by UPC (the  "Critical  Vendors") are
critical to the  operation  of the  business  of UPC as a going  concern and are
likely to be  regarded  by the  Administrator  as  so-called  "ransom-suppliers"
(dwangcrediteuren).  As such,  the  parties  hereto  agree  that UPC  should use
commercially  reasonable efforts to pay such Critical Vendors in full before the
Filing  Date and,  to the extent  that any are not paid in full as of the Filing
Date, the parties hereto agree to support a motion in the US Bankruptcy Court to
permit the payment in full of such Critical Vendors on or as soon as is possible
after the Filing Date, subject to the consent of the Administrator. Furthermore,
the Plan will provide that the  obligations of UPC to the Critical  Vendors,  to
the extent  remaining  unpaid on the Effective  Date,  will be left  unimpaired,
assumed  and  reinstated  under  the Plan and,  subject  to the  consent  of the
Administrator,  paid in full in  cash  on or as soon as  practicable  after  the
Effective  Date.  UPC  will  use its  reasonable  best  efforts  to  obtain  the
permission   of  the   Administrator   to  treat   the   Critical   Vendors   as
"ransom-suppliers"  and shall,  subject  to the  approval  of the US  Bankruptcy
Court,  pay the claims of such Critical Vendors in full in cash on or as soon as
practicable  after the Filing Date.  If UPC and/or the  Administrator  determine
after the Filing Date that there are  additional  "ransom-suppliers,"  UPC shall
use its  reasonable  best  efforts to obtain any  necessary  approvals of the US
Bankruptcy  Court to treat  such  additional  "ransom-suppliers"  as  additional
Critical Vendors for all purposes. In accordance with the Dutch Bankruptcy Code,
Critical Vendors who are also "ransom-suppliers,"  having been paid shall not be
treated as creditors of UPC and shall not be entitled to vote on the Akkoord and
shall not receive  any  additional  compensation  as a result of the Plan or the
Akkoord  except  having  their  claims  paid  in  full  in cash on or as soon as
practicable after the Filing Date.  Critical Vendors who UPC is not permitted to
treat as  "ransom-suppliers"  shall be treated as General Unsecured Creditors in
the Chapter 11 Case and the  Moratorium,  provided  that the  parties  shall use
their commercially  reasonable efforts to treat such Critical Vendors separately
from the UPC Notes, the Belmarken Notes and all other classes of creditors under
the Plan and under the  Akkoord  and in a manner  which  comports  as closely as
possible  with the  treatment  afforded by this  Section  2.7, all to the extent
permitted  under  applicable  law. To the knowledge of UPC, all of the principal
Critical  Vendors as of the date of this  Agreement are identified on Schedule 2
of the Disclosure Letter.

     Section 2.8 Treatment of Other Creditors.

          (a)  Treatment  of General  Unsecured  Creditors.  "General  Unsecured
Creditors"  means all general  unsecured  creditors of UPC other than holders of
the UPC  Notes  or the  Belmarken  Notes  and,  to the  extent  applicable,  any
Litigation Claims (as


                                      -16-


<PAGE>


defined  below).  All General  Unsecured  Creditors  of UPC,  other than "ransom
suppliers" and Critical  Vendors  permitted to be treated  separately from other
General Unsecured Creditors, at the date of the Moratorium that will be affected
by the Moratorium will be offered the same proportionate  consideration pursuant
to Plan Option 1, Plan Option 2, the Akkoord Option and the Dutch Exchange Offer
Option as if they held UPC Notes in the amount of their debt in full  redemption
of their claims once final  adjudication by a competent court has been obtained;
provided  that the number of shares of New UPC Common  Stock to be issued to and
exchanged for the claims of General Unsecured  Creditors shall be in addition to
the Base Number of Shares. To the knowledge of UPC, all of the principal General
Unsecured  Creditors,  as of the  date  of this  Agreement,  are  identified  on
Schedule 3 of the Disclosure Letter.

          (b)  Treatment  of  Litigation  Claims.  The Plan will provide for the
subordination  under section 510(b) of the US Bankruptcy  Code of all litigation
claims  against  the  Company   identified  on  Annex  E  attached  hereto  (the
"Litigation  Claims") to the extent permitted by the US Bankruptcy Court. If the
US  Bankruptcy  Court  determines  that the  Litigation  Claims  are  subject to
subordination  under  section  510(b)  or  otherwise,  then the  holders  of the
Litigation  Claims  will  receive a portion  of the  number of shares of New UPC
Common  Stock to be  issued  and  exchanged  for UPC  Ordinary  Shares A and UPC
Priority Shares as provided in Sections  2.1(b) and 2.1(d),  pari passu on a pro
rata basis with the holders of UPC Ordinary Shares A and the UPC Priority Shares
based on an allowed  interest in an amount to be determined by the US Bankruptcy
Court. If the US Bankruptcy Court determines that the Litigation  Claims are not
subject to subordination under section 510(b) or otherwise,  then the holders of
the  Litigation  Claims will  receive the same  proportionate  consideration  on
account  of the  Litigation  Claims as if they  held UPC Notes in the  amount of
their Litigation Claims in lieu of any cash payment; provided that the number of
shares of New UPC Common Stock to be issued to and exchanged for the  Litigation
Claims shall be in addition to the Base Number of Shares.

          (c) Full Satisfaction and Discharge.  The receipt of the consideration
contemplated  by and in accordance  with the terms of this  Agreement,  the Plan
and/or the Akkoord shall constitute a full satisfaction, settlement, release and
discharge of the claims of each Other Creditor.

     Section 2.9 Administrative and Other Priority Claims. The Plan will provide
that on or as soon as  practicable  after the  Effective  Date,  each  holder of
allowed  administrative  or other priority  claims under the US Bankruptcy  Code
shall  receive  cash  equal  to the full  amount  of its  allowed  claim or will
otherwise be left  unimpaired  and  reinstated  or shall be accorded  such other
treatment  as UPC and  such  holder  agree  to in  writing.  UPC  shall  use its
reasonable best efforts to ensure that claims that are treated as administrative
claims in the Chapter 11 Case are treated by UPC and the Administrator as claims
of    "estate    creditors"     (boedelschuldeisers)    or    "ransom-suppliers"
(dwangcrediteuren) under the Dutch Bankruptcy Code in connection with moratorium
proceedings in respect of UPC under the Dutch Bankruptcy Code.

     Section 2.10 Treatment of  Outstanding  Rights,  Options and Warrants.  The
Plan will provide that all rights,  options and warrants to acquire UPC Ordinary
Shares A, including rights,  options and warrants held by employees  pursuant to
existing equity


                                      -17-


<PAGE>


incentive plans of UPC ("Employee  Options"),  outstanding  immediately prior to
the  Effective  Date may remain  outstanding,  unless they can be  cancelled  in
connection  with the  Restructuring  or unless,  in the  discretion of New UPC's
board of directors,  any Employee Options are delivered to New UPC in connection
with  issuance of equity  pursuant to  compensation  arrangements  described  in
Section 2.11.  All of the material  rights,  options and warrants to acquire UPC
Ordinary  Shares A outstanding  on the date of this  Agreement are identified in
Annex F.

     Section 2.11 Management  Incentive Plan. The Plan will provide that, at the
discretion of New UPC's board of directors, options with respect to no more than
five (5) percent of New UPC's common equity  outstanding  immediately  after the
Effective  Date,  on a  fully-diluted  basis,  can be issued  during  the period
beginning on the Effective  Date and continuing  until the third  anniversary of
the  Effective  Date to  certain  members  of New  UPC's  and its  Subsidiaries'
management and other employees pursuant to compensation  arrangements adopted by
New UPC's board of directors;  provided  that,  any options  issuable under such
compensation  arrangements on the Effective Date shall have an exercise price no
less than the share price implied by the Plan and as set forth in the Disclosure
Statement.  Any shares reserved for issuance under the management incentive plan
shall be in addition to the Base Number of Shares.

     Section 2.12  Extraordinary  General  Meeting.  As promptly as  practicable
after the Filing Date, UPC shall call an  extraordinary  general  meeting of its
shareholders (the  "Shareholders  Meeting"),  at which it shall propose (i) that
the  authorized  share  capital  of  UPC  be  amended  (the  "Capital  Amendment
Proposal") to  450,000,000  ordinary  shares A, par value  (euro)0.02 per share,
50,000,000,000  ordinary shares C, par value  (euro)0.02 per share, 300 priority
shares, par value (euro)0.01 per share and 12,400 preference shares A, par value
(euro)0.01  per share,  (ii) the  approval of the  Restructuring  and (iii) such
other  proposals  (including,  without  limitation,  such proposals to amend the
Articles of  Association  of UPC) as UPC deems  necessary or appropriate to give
effect to the  Restructuring  and the  other  transactions  contemplated  hereby
(collectively,  the  "Proposals").  UPC shall provide the Committee and UGC with
copies of any  materials  provided  to the holders of its  Ordinary  Shares A in
connection with the Shareholders Meeting.

     Section 2.13 Condition Precedent to Confirmation of the Plan. It shall be a
condition  precedent to consummation of the Plan that no UPC Preference Shares A
remain  outstanding and enforceable,  other than UPC Preference Shares A held by
New UPC after giving effect to the consummation of the Restructuring,  following
the  Effective  Date of the Plan  except  that  such  condition  shall be deemed
satisfied unless UGC or a Majority-in-Interest of the Participating  Noteholders
serve written notice on the other that such condition has not been satisfied.


                                  ARTICLE III

                        SHAREHOLDERS' MEETING; DISCLOSURE
                            STATEMENT; PLAN; AKKOORD
                            ------------------------

     Section 3.1 Shareholders'  Meeting. As soon as reasonably practicable after
the Filing Date,  UPC shall (i) duly call,  give notice of, convene and hold the
Shareholders


                                      -18-

<PAGE>


Meeting,  including  adjourning  or recalling  the same if necessary to obtain a
quorum,  and (ii) use all commercially  reasonable efforts to obtain approval of
all of the Proposals by the requisite vote of the shareholders of UPC.

     Section 3.2 Prospectus.

          (a)  Preparation.  As promptly as  practicable  after the date of this
Agreement,  and to the extent required by applicable  Dutch  securities laws and
regulations of the Netherlands  Authority for the Financial Markets  (Autoriteit
Financiele Markten) (the "A-FM"),  New UPC and UPC shall prepare and, subject to
the approval of UGC and after  consultation  with the  Committee,  file with the
A-FM a  prospectus  (together  with all  materials  included  therewith  and any
amendments or supplements thereto, the "Prospectus") in respect of the shares of
New UPC Common  Stock to be issued in respect of the  Restructuring  pursuant to
the Plan. The UGC Group, the  Participating  Noteholders,  New UPC and UPC shall
cooperate with each other and provide each other with all information  necessary
in order to prepare  the  Prospectus.  The offer to  exchange  shares of New UPC
Common Stock for the  Belmarken  Notes,  the UPC Notes,  the claims of the Other
Creditors,  the UPC Preference  Shares A, the UPC Ordinary  Shares A and the UPC
Priority Shares will be included in the  Prospectus.  Each of UPC, the UGC Group
and New UPC shall use its respective commercially reasonable efforts to (i) have
an external  auditor certify that the Prospectus  complies with all requirements
of Dutch  securities  regulations as promptly as practicable  and, in any event,
prior to such  filing,  and (ii) to cause the  Prospectus  to be made  generally
available and to be mailed to the holders of the Belmarken Notes, the UPC Notes,
the UPC  Preference  Shares A and the UPC  Ordinary  Shares  A and to the  Other
Creditors as promptly as  practicable  after the  Prospectus  is  completed  and
submitted to the A-FM and such other securities regulators as may be applicable.

          (b)  Listing   Applications.   New  UPC  shall  use  its  commercially
reasonable  efforts to cause the shares of New UPC Common  Stock to be issued in
the  Restructuring  to be listed on the Nasdaq  and,  to the  extent  determined
advisable  by New UPC and UGC, on the  Official  Segment of the stock  market of
Euronext or another major European  securities  exchange.  New UPC shall prepare
and file with Nasdaq and the SEC and, to the extent applicable, Euronext or such
other exchange,  such listing applications,  offering circulars and registration
statements  in respect  of the  shares of New UPC  Common  Stock to be issued in
connection with the  Restructuring as are required to be filed by the applicable
rules and  regulations  of the Nasdaq,  the SEC and,  to the extent  applicable,
Euronext  or such  other  exchange  and  shall use its  commercially  reasonable
efforts to have such  applications  and  offering  circulars  approved  and such
registration  statements  declared effective as are necessary for the listing of
such Shares of New UPC Common Stock on the Nasdaq and, to the extent applicable,
Euronext or such other exchange.

     Section 3.3 Disclosure Statement and Plan; Akkoord.

          (a) Disclosure Statement and Plan. As promptly as practicable, UPC and
New UPC shall prepare and, subject to the approval of UGC and after consultation
with the Committee,  file with the US Bankruptcy Court promptly after the Filing
Date the Disclosure  Statement and Plan,  which shall be consistent  with all of
the disclosures


                                      -19-

<PAGE>


contained in (or, to the extent it is determined that such documents need not be
prepared,  would be required to be contained in) the  Prospectus as well as such
other  disclosures  and  information  as may be required under the US Bankruptcy
Code or US Bankruptcy Rules or applicable Dutch or Luxembourg securities laws or
the inclusion of which is otherwise  deemed  advisable by UPC in connection with
the  solicitation  of votes in favor of the Plan.  The UGC Group,  New UPC,  the
Participating  Noteholders  and UPC shall  cooperate with each other and provide
each other with all  information  necessary  in order to prepare the  Disclosure
Statement and the Plan. The offer to exchange shares of New UPC Common Stock for
the  Belmarken  Notes,  the UPC  Notes,  the  claims  of the  General  Unsecured
Creditors,  the Litigation Claims, the UPC Preference Shares A, the UPC Ordinary
Shares  A and the  UPC  Priority  Shares  will be  described  in the  Disclosure
Statement  and the  Plan.  Each of UPC,  the UGC Group and New UPC shall use its
respective  commercially reasonable efforts to (i) have the Disclosure Statement
and the Plan  approved by the US  Bankruptcy  Court as  promptly as  practicable
after such filing, and (ii) to cause the Disclosure Statement, together with any
amendment or  supplement  thereto,  to be mailed to the holders of the Belmarken
Notes, the UPC Notes, the UPC Preference Shares A and the UPC Ordinary Shares A,
as well as to the Other  Creditors and to all other  holders of claims  against,
and interests in, UPC who are entitled to receive such Disclosure  Statement and
the Plan, as promptly as practicable after the Disclosure  Statement is approved
by the US Bankruptcy Court. The Participating Noteholders agree not to object to
the approval of the Disclosure  Statement as long as it complies in all material
respects with the terms of this Agreement.

          (b)  Akkoord.  As  promptly as  practicable,  UPC shall  prepare  and,
subject to the approval of UGC and after  consultation with the Committee,  file
with the Dutch  Bankruptcy  Court  promptly  after the Filing Date the  Akkoord,
which shall  incorporate all of the disclosures  contained in (or, to the extent
it is determined that such documents need not be prepared,  would be required to
be contained in) the Prospectus and the  Disclosure  Statement,  as well as such
other  disclosures and information as may be required under the Dutch Bankruptcy
Code  or  the  inclusion  of  which  is  otherwise  deemed  advisable  by UPC in
connection  with the  solicitation  of votes  in favor of the  Akkoord.  The UGC
Group, New UPC, the Participating  Noteholders and UPC shall cooperate with each
other and provide each other with all information  necessary in order to prepare
the  Akkoord.  Each of UPC,  the UGC Group and New UPC shall use its  respective
commercially  reasonable  efforts  to  cause  the  Akkoord,  together  with  any
amendment or  supplement  thereto,  to be mailed to the holders of the Belmarken
Notes, the UPC Notes, as well as to the Other Creditors and to all other holders
of claims  against,  and  interests  in, UPC who are  entitled  to  receive  the
Akkoord.

          (c) Opportunity to Comment. UPC and New UPC shall provide each of UGC,
New UPC and the  Participating  Noteholders  with a  reasonable  opportunity  to
review and comment on the Disclosure  Statement,  the Plan and the Akkoord,  and
any amendment or supplement thereto, prior to filing same with the US Bankruptcy
Court or the Dutch Bankruptcy Court, as applicable, and shall provide each other
with a copy of all such filings made with the US Bankruptcy  Court and the Dutch
Bankruptcy Court.

          (d) Response to Comments. UPC and New UPC shall use their commercially
reasonable efforts to respond to and resolve any objections raised by


                                      -20-

<PAGE>


parties in interest before the US Bankruptcy Court or the Dutch Bankruptcy Court
with respect to the Disclosure  Statement,  the Plan and the Akkoord as promptly
as  practicable.  UPC shall  notify each of UGC,  New UPC and the  Participating
Noteholders  promptly of the receipt of any such  objections  to the  Disclosure
Statement, the Plan and the Akkoord and shall supply each of them with copies of
all material  correspondence  received with respect to the Disclosure Statement,
the Plan and the Akkoord.

                                   ARTICLE IV

                       MINORITY RIGHTS; BOARD COMPOSITION
                       ----------------------------------

     Section 4.1  Pre-emptive  Rights.  On or prior to the Effective  Date,  New
UPC's  certificate of incorporation  will be amended to provide that the holders
of  shares  of  New  UPC  Common  Stock  will  have   pre-emptive   rights  (the
"Subscription  Rights")  for the  first  (euro)1,538.46  million  of  equity  or
equity-linked  securities issued by New UPC after the Effective Date for cash or
in exchange for assets (or other consideration) acquired from an Affiliate.  The
Subscription  Rights  will  provide  that,  subject  to any  approvals  required
pursuant  to Section  4.3  hereof,  if New UPC  issues  New UPC Common  Stock in
exchange for assets (or other  consideration)  acquired from an  Affiliate,  the
holders of New UPC Common Stock will have the right to subscribe for  additional
shares  of New UPC  Common  Stock on a pro rata  basis for cash at the same fair
market value as the assets (or other consideration)  received for such shares of
New UPC Common Stock.  The  Subscription  Rights will: (a) not be separable from
the New UPC Common Stock and (b) expire four years after the Effective Date.

     Section 4.2 New UPC Board Composition.

          (a) On or prior to the  Effective  Date,  New  UPC's  By-Laws  will be
amended to provide that, for a period beginning on the Effective Date and ending
three years after the Effective Date:

          (i) the  Board  of  Directors  of New UPC  shall be  comprised  of ten
     members and that the number of members  constituting the Board of Directors
     of New UPC may not be changed  without the consent of the Designated  Board
     Members (as defined below);

          (ii) a Majority-in-Interest of the Participating Noteholders will have
     the right to designate two individuals,  each of whom must be acceptable to
     UGC in its  sole  discretion,  to  serve  as  directors  of  New  UPC  (the
     "Designated Board Members");

          (iii) the  Designated  Board Members  shall not be removed  except for
     cause  or  upon  the  written  request  of a  Majority-in-Interest  of  the
     Participating Noteholders; and

          (iv) upon the  removal,  resignation  or death of a  Designated  Board
     Member, the Participating  Noteholders shall have the right to designate an
     additional  individual,   who  must  be  acceptable  to  UGC  in  its  sole
     discretion,  to serve as a  Designated  Board  Member  to fill the  vacancy
     created by such removal, resignation or death.


                                      -21-


<PAGE>


          (b) For a period  beginning  on the  Effective  Date and ending  three
years after the  Effective  Date,  New UPC's Board of  Directors  shall,  to the
extent  consistent  with the rules of Nasdaq and Euronext or such other European
securities  exchange,  if any, on which New UPC and UGC shall have determined to
list  the New UPC  Common  Stock,  in each  case to the  extent  applicable,  be
comprised of ten Persons,  eight of whom shall have been  designated  by UGC and
two   of   whom   shall   be   the   initial   Designated   Board   Members.   A
Majority-in-Interest  of  the  Participating  Noteholders  shall  designate  the
initial Designated Board Members prior to the Effective Date.

     Section 4.3 Related Party Transactions.  On or prior to the Effective Date,
New UPC's by-laws will be amended to require that,  during the period  beginning
on the Effective  Date and ending on the third  anniversary  after the Effective
Date,  transactions  by New UPC or UPC with Persons (other than  Subsidiaries of
New UPC) that, at the time of  determination,  are Affiliates of New UPC with an
aggregate  value of greater than $10 million per year (excluding (i) performance
of  transactions  in  existence  on the date of this  Agreement  that  have been
disclosed in the UPC SEC Documents, (ii) completion of transactions described in
Schedule 4 of the Disclosure  Letter,  (iii)  transactions,  including,  but not
limited  to,  renewals  or  replacements  of  existing  transactions,  that  are
consistent with UPC's or its Subsidiaries' past practices,  which past practices
were  disclosed  in  the  UPC  SEC  Documents,  and  (iv)  to  the  extent  such
transactions  would otherwise  constitute Related Party Transactions and are not
otherwise  described in clause (i), (ii) or (iii),  transactions with respect to
programming contracts,  including,  but not limited to, renewals or replacements
of existing transactions,  with any of Liberty Media Corporation, its Affiliates
and/or its  Subsidiaries,  that (a) are entered into in the  ordinary  course of
business on commercially  reasonable terms, and (b) are consistent with UPC's or
its Subsidiaries' past practices) (a "Related Party  Transaction")  shall not be
entered into if rejected by both of the Designated Board Members;  provided that
in the event that a proposed  Related Party  Transaction  is rejected by both of
the Designated  Board  Members,  a majority of the Board of Directors may submit
the matter to a vote of the stockholders of New UPC and if such proposed Related
Party  Transaction is approved by a majority of the  Disinterested  Stockholders
voting with respect to such matter,  the proposed Related Party  Transaction may
be entered into.

     Section 4.4 Stockholders Agreement. On or prior to the Effective Date, UGC,
New  UPC and the  Participating  Noteholders  shall  enter  into a  stockholders
agreement (the "Stockholders Agreement") which shall:

          (a) implement the provisions of Sections 4.2 and 4.3;

          (b) provide that,  until the third  anniversary of the Effective Date,
New UPC and UGC shall use their  reasonable  best  efforts to cause the  persons
designated by a Majority-in-Interest  of the Participating  Noteholders to serve
as  Designated  Board  Members to be elected to serve as members of the Board of
Directors of New UPC,  including,  without limitation in the case of New UPC, by
causing such  designees to be nominated  for election as directors of New UPC by
the  stockholders of New UPC on the slate of directors  endorsed or supported by
the management of New UPC and by soliciting  proxies,  to the extent applicable,
in support of the  election of such  designees  to the Board of Directors of New
UPC, and, in the case of UGC, voting,  or causing to be voted, all shares of New
UPC Common Stock and all other Voting Securities of New UPC held by UGC or other
members of the UGC Group in favor of the election of such


                                      -22-


<PAGE>


designees  to the  Board  of  Directors  of New UPC and  otherwise  in a  manner
consistent with Section 4.2;

          (c) provide the Participating Noteholders with the following rights to
participate in sales of New UPC Common Stock by the UGC Group:

          (i) If all  previous  transfers  for value of shares of New UPC Common
     Stock made by the UGC Group after the  Effective  Date,  together  with any
     transfers  for value of shares of New UPC Common Stock  proposed to be made
     by the UGC Group in a  transfer,  in each case  other  than (a) any sale or
     other  disposition  of shares of New UPC  Common  Stock by and  exclusively
     among the UGC Group,  Subsidiaries  of UGC and Affiliates of UGC;  provided
     that such  transferee  agrees to be bound by the terms of the  Stockholders
     Agreement,  or (b) pro rata distributions of shares of New UPC Common Stock
     to the Stockholders of UGC, would result in the transfer,  in the aggregate
     for all such  transactions  by the UGC Group since the last  Tag-Along Sale
     (as  hereinafter  defined),  if any, of at least five  percent  (5%) of the
     outstanding  shares of New UPC Common Stock (such sale or other disposition
     for value being  referred  to as a  "Tag-Along  Sale"),  then the UGC Group
     shall afford each of the Participating  Noteholders holding one half of one
     percent  (1/2%) or more of the  outstanding  shares of New UPC Common Stock
     (each,  individually,  a "Tag-Along  Stockholder"  and,  collectively,  the
     "Tag-Along Stockholders") the opportunity to participate proportionately in
     such Tag-Along Sale in accordance with this Section  4.4(c).  The number of
     shares of New UPC Common  Stock  that each  Tag-Along  Stockholder  will be
     entitled  to include in such  Tag-Along  Sale (the  "Tag-Along  Allotment")
     shall be  determined  by  multiplying  (i) the  number of shares of New UPC
     Common Stock held by such Tag-Along Stockholder as of the close of business
     on the day immediately  prior to the Tag-Along  Notice Date (as hereinafter
     defined) by (ii) a fraction,  the numerator of which shall equal the number
     of shares of New UPC Common  Stock  proposed by the UGC Group to be sold or
     otherwise disposed of pursuant to the Tag-Along Sale and the denominator of
     which shall equal the total  number of shares of New UPC Common  Stock that
     are beneficially  owned by the UGC Group as of the close of business on the
     day immediately  prior to the Tag-Along Notice Date (the "Common Shares UGC
     Fraction");

          (ii)   Notwithstanding   any  other  provision  of  the   Stockholders
     Agreement,  if  any  such  Participating   Noteholder  fails  to  elect  to
     participate  in a Tag-Along  Sale within ten (10) days after the  Tag-Along
     Sale Notice (as defined below) is given, the UGC Group shall give notice of
     such failure to the other Tag-Along Stockholders. Such notice shall be made
     by  telephone  and  confirmed  in writing  within  two (2) days.  The other
     Tag-Along  Stockholders  shall have three (3) days  following the date such
     written  notice  was  given to agree to sell  their  pro rata  share of any
     unsold portion.  For purposes of this Section  4.4(c)(ii),  a participating
     Tag-Along  Stockholder's  pro rata share of any unsold portion of shares of
     New


                                      -23-

<PAGE>


     UPC  Common  Stock  shall be equal to the  number  of  shares  obtained  by
     multiplying  (A) the Common  Shares UGC Fraction  times the total number of
     shares  of New UPC  Common  Stock  that  are  held  by  such  Participating
     Noteholders  that are not  participating  in the Tag-Along Sale, if any, by
     (B) the number of shares of New UPC Common Stock held by such participating
     Tag-Along  Stockholder  divided  by the  total  number of shares of New UPC
     Common Stock held by all Tag-Along  Stockholders  that are participating in
     the Tag-Along Sale with respect to shares of New UPC Common Stock;

          (iii) The UGC Group shall provide each Tag-Along  Stockholder  and New
     UPC with written notice (the  "Tag-Along  Sale Notice") not more than sixty
     (60) days nor less than fifteen (15) days prior to the proposed date of the
     Tag-Along  Sale (the  "Tag-Along  Sale Date").  Each  Tag-Along Sale Notice
     shall be  accompanied  by a copy of any written  agreement  relating to the
     Tag-Along  Sale and  shall  set  forth:  (i) the name and  address  of each
     proposed  transferee  of shares of New UPC  Common  Stock in the  Tag-Along
     Sale;  (ii) the number of shares of New UPC  Common  Stock  proposed  to be
     transferred  by the UGC  Group;  (iii)  the  proposed  amount  and  form of
     consideration  (including any potential  adjustments  to the  consideration
     paid for such  shares of New UPC  Common  Stock  contained  in the  written
     agreement relating to the Tag-Along Sale) to be paid for such shares of New
     UPC Common Stock and the terms and  conditions  of payment  offered by each
     proposed transferee;  (iv) the aggregate number of shares of New UPC Common
     Stock  held of record by the UGC Group as of the close of  business  on the
     day immediately  prior to the date of the Tag-Along  Notice (the "Tag-Along
     Notice Date"); (v) the Tag-Along Stockholder's Tag-Along Allotment assuming
     the Tag-Along  Stockholder  elected to sell the maximum number of shares of
     New UPC Common Stock; (vi)  confirmation  that the proposed  transferee has
     been informed of the "Tag-Along  Rights" provided for herein and has agreed
     to purchase  shares of New UPC Common Stock from any Tag-Along  Stockholder
     in accordance with the terms hereof; and (vii) the Tag-Along Sale Date;

          (iv) Any Tag-Along Stockholder wishing to participate in the Tag-Along
     Sale shall provide written notice (the "Tag-Along Notice") to the UGC Group
     no more than ten (10) days after the  Tag-Along  Sale Notice is given.  The
     Tag-Along  Notice shall set forth the number of Shares that such  Tag-Along
     Stockholder elects to include in the Tag-Along Sale, which shall not exceed
     such Tag-Along Stockholder's  applicable Tag-Along Allotment. The Tag-Along
     Notice given by any Tag-Along  Stockholder  shall constitute such Tag-Along
     Stockholder's  binding agreement to sell the shares of New UPC Common Stock
     specified in the Tag-Along Notice on the terms and conditions applicable to
     the Tag-Along Sale; provided,  however, that in the event that there is any
     material  change  in the  terms  and  conditions  of  such  Tag-Along  Sale
     applicable to the Tag-Along Stockholder (including, but not limited to, any
     decrease in the purchase price that occurs other than pursuant to an


                                      -24-

<PAGE>


     adjustment  mechanism set forth in the agreement  relating to the Tag-Along
     Sale) after such Tag-Along  Stockholder gives its Tag-Along  Notice,  then,
     notwithstanding  anything herein to the contrary, the Tag-Along Stockholder
     shall have the right to withdraw from  participation  in the Tag-Along Sale
     with  respect  to all of  its  Shares  affected  thereby.  If the  proposed
     transferee does not consummate the purchase of all of the shares of New UPC
     Common  Stock  requested  to be  included  in  the  Tag-Along  Sale  by any
     Tag-Along  Stockholder on the same terms and  conditions  applicable to the
     UGC Group,  then the UGC Group shall not  consummate  the Tag-Along Sale of
     any of its  Shares to such  transferee,  unless the shares of the UGC Group
     and the Tag-Along  Stockholders  to be sold are reduced or limited pro rata
     in  proportion to the  respective  number of shares of New UPC Common Stock
     actually sold in any such Tag-Along Sale and all other terms and conditions
     of the  Tag-Along  Sale are the same for the UGC  Group  and the  Tag-Along
     Stockholders. Notwithstanding the foregoing, if the number of shares of New
     UPC Common  Stock  proposed to be sold in any proposed  Tag-Along  Sale are
     reduced or limited  such that the  proposed  sale is no longer a  Tag-Along
     Sale in accordance with the terms of the Stockholders  Agreement,  then the
     terms of the Stockholders  Agreement shall be inapplicable to such proposed
     sale and no Participating  Noteholder or other  stockholder  shall have the
     right hereunder to participate in such proposed  transaction as a Tag-Along
     Stockholder;

          (v) If a  Tag-Along  Notice  from  any  Tag-Along  Stockholder  is not
     received  by the UGC Group  within  the ten (10) day  period  specified  in
     Section  10.4(c)(iv),  the UGC Group shall have the right to consummate the
     Tag-Along Sale without the participation of such Tag-Along Stockholder, but
     only on terms and  conditions  which are no more  favorable in any material
     respect  to the UGC Group  (and,  in any  event,  at no  greater a purchase
     price)  than as  stated  in the  Tag-Along  Sale  Notice  and  only if such
     Tag-Along  Sale occurs on a date within  ninety (90) days of the  Tag-Along
     Sale Date;

          (vi) On the Tag-Along  Sale Date,  each  Tag-Along  Stockholder  shall
     deliver a  certificate  or  certificates  for the  shares of New UPC Common
     Stock  to be sold by such  Tag-Along  Stockholder  in  connection  with the
     Tag-Along Sale, duly endorsed for transfer with signatures  guaranteed,  to
     the transferee in the manner and at the address  indicated in the Tag-Along
     Notice  against  delivery of the purchase  price for such shares of New UPC
     Common Stock;

          (vii) Any Participating  Noteholder  seeking to sell any shares of New
     UPC Common Stock in  connection  with a Tag-Along  Sale shall enter into an
     agreement (the "Tag Along Sale Agreement") containing substantially similar
     representations,  warranties, indemnities and agreements as made by the UGC
     Group in connection  with such  Tag-Along  Sale,  but in no case shall such
     representations,  warranties,


                                      -25-

<PAGE>


     indemnities  and  agreements  be required  to be made by the  Participating
     Noteholder  on a joint (as opposed to several)  basis or have the potential
     of subjecting  such  Participating  Noteholder  to greater  liability (on a
     proportionate  basis) than the UGC Group in connection  with such Tag-Along
     Sale.

                                   ARTICLE V

                                VOTING PROVISIONS

     Section  5.1  Voting  in  the  Shareholders  Meeting.  Each  party  hereto,
including  without  limitation,  UGC (on its own behalf and on behalf of the UGC
Group), UUB and each  Participating  Noteholder agrees that, for so long as this
Agreement  remains in effect,  such party shall cause all UPC Voting  Securities
now  beneficially  owned or the  beneficial  ownership  of  which  is  hereafter
acquired  by  such  party,  to be  voted  at the  Shareholders  Meeting  (or any
adjournment, postponement or continuation thereof) in favor of (a) the Proposals
and (b) any other  proposals  necessary or advisable  to the  Restructuring  and
which are consistent with this Agreement and which are submitted for approval by
the  shareholders of UPC at any annual or  extraordinary  general meeting of the
shareholders of UPC. Each party hereto,  including without  limitation,  UGC (on
its own  behalf  and on behalf  of the UGC  Group),  UUB and each  Participating
Noteholder further agrees that, for so long as this Agreement remains in effect,
such party shall cause all UPC Voting  Securities now beneficially  owned or the
beneficial  ownership of which is  hereafter  acquired by such party to be voted
against (i) any action or agreement that would result in a breach in any respect
of any covenant, representation or warranty or any other obligation or agreement
of UPC and/or such party,  as the case may be,  pursuant to this  Agreement  and
(ii) any action by UPC or any of its Subsidiaries and/or such party, as the case
may be,  which is  intended  to or  could  reasonably  be  expected  to  impede,
interfere with, delay, postpone or materially adversely affect the Restructuring
and the other transactions contemplated by this Agreement. No party hereto shall
enter into any  agreement or  understanding  with any Person the effect of which
would be to violate,  circumvent or otherwise  impede the effect of this Section
5.1 or any other provision of this Agreement.

     Section 5.2 Certain Voting Matters.  Each party hereto,  including  without
limitation, UGC (on its own behalf and on behalf of the UGC Group), UUB and each
of the  Participating  Noteholders,  agrees that,  for so long as this Agreement
remains in effect,  such party shall cause all UPC Notes now beneficially  owned
or the beneficial  ownership of which is hereafter acquired by such party, to be
voted at all meetings,  or consents obtained without meetings, of holders of UPC
Notes against the enforcement of any remedies under the relevant  indentures and
shall take all such action as may be necessary  to instruct  the trustees  under
the  relevant  indentures  to act in a manner  consistent  with this  Agreement,
including,  without  limitation,  by voting to instruct such trustees to rescind
any action taken to accelerate  the UPC Notes or to enforce  remedies  under the
relevant indentures.


                                      -26-

<PAGE>


     Section 5.3 Voting After the Filing Date.

          (a)  Agreement  to Vote for Plan and  Akkoord.  Subject to Section 5.5
hereof, UGC, UUB and each Participating  Noteholder  irrevocably agrees, and UGC
hereby  agrees to cause  each other  member of the UGC Group,  during the period
commencing on the date of this Agreement and continuing until the termination of
this Agreement as provided in Article XI of this  Agreement,  (i) to vote,  when
properly solicited to do so, timely all of its Restricted Claims in favor of (a)
the  Plan,  as the Plan may be  modified  in  accordance  with the terms of this
Agreement,  and (b) the  Akkoord,  as the Akkoord may be modified in  accordance
with  the  terms  of  this  Agreement;   provided,   in  each  case,  that  such
modifications  do not deviate  from the terms and  conditions  set forth in this
Agreement in a manner that is adverse in any material  respect to such party, by
timely  executing  ballots  in favor of the Plan and timely  executing  ballots,
irrevocable voting  instructions and appropriate  irrevocable powers of attorney
in favor of the  Administrator  (with power of  substitution) to file claims and
vote in favor of the  Akkoord,  and (ii) not attempt to revoke or withdraw  such
vote or power of  attorney  in favor of the Plan and the  Akkoord so long as the
Plan or the  Akkoord,  as the case may be, is not  modified  in a manner that is
adverse in any material  respect to such party  provided  that no  Participating
Noteholder  shall be required  to support a Plan or an Akkoord  that (i) reduces
the  percentage  of the Base  Number of Shares of New UPC's  outstanding  common
stock set forth in Section  2.1(d) to be offered to the holders of the UPC Notes
other than the UGC Group, or (ii) alters the provisions of Article IV or Article
VI; provided further, that the UGC Group shall not be required to support a Plan
or an Akkoord  that (i) reduces the  percentage  of the Base Number of Shares of
New UPC's outstanding  common stock set forth in Section 2.1(d) to be offered to
the UGC Group in exchange for the Belmarken  Notes and the UPC Notes held by the
UGC Group on the date hereof this  Agreement,  or (ii) alters the  provisions of
Article IV or Article VI. Each party agrees that its agreement  hereunder may be
disclosed in solicitation materials prepared in connection with the Plan and the
Akkoord.

          (b)  Modifications.  Notwithstanding  any provision of this  Agreement
(other than  Section  2.1(f)),  New UPC or UPC,  as the case may be, may,  after
consultation  with the  Committee,  make such changes and  modifications  to the
Plan,  the  Akkoord,  the New UPC Dutch  Exchange  Offer  and/or the  Disclosure
Statement as New UPC or UPC, as the case may be, in their respective discretions
deems  necessary and  appropriate,  and to the extent  permissible  under the US
Bankruptcy Code and the Dutch  Bankruptcy  Code, in order to have the Disclosure
Statement  approved  the US  Bankruptcy  Court,  the  Plan  confirmed  by the US
Bankruptcy  Court  and the  Akkoord  ratified  by the  Dutch  Bankruptcy  Court;
provided  that no party hereto shall be required to support a Plan or an Akkoord
that deviates from the terms and  conditions of this  Agreement in a manner that
is adverse in any  material  respect to such party;  provided  further,  that no
Participating  Noteholder shall be required to support a Plan or an Akkoord that
(i) reduces the percentage of the Base Number of Shares of New UPC's outstanding
common stock set forth in Section 2.1(d) to be offered to the holders of the UPC
Notes other than the UGC Group,  or (ii) alters the  provisions of Article IV or
Article  VI;  provided  further,  that the UGC Group  shall not be  required  to
support a Plan or an Akkoord that (i) reduces the  percentage of the Base Number
of Shares of New UPC's  outstanding  common stock set forth in Section 2.1(d) to
be  offered to the UGC Group in  exchange  for the  Belmarken


                                      -27-

<PAGE>


Notes and the UPC Notes held by the UGC Group on the date hereof this Agreement,
or (ii) alters the provisions of Article IV or Article VI.

     Section 5.4 Direction of Trustees.  Each of the  Participating  Noteholders
and the UGC Group agrees that it shall use  commercially  reasonable  efforts to
cause each of the trustees under the Indentures  governing the UPC Notes to take
such action as is necessary or desirable and which is consistent  with the Trust
Indenture  Act of 1939,  as amended  to date,  and any other  applicable  Law to
achieve  the  results  contemplated  in  this  Agreement,   including,   without
limitation, entering into voting arrangements acceptable to the Dutch Bankruptcy
Court which allow all beneficial holders of UPC Notes fully to vote their claims
as beneficial  holders in a manner that is consistent with voting rights of such
holders under applicable US bankruptcy law.

     Section 5.5 Acknowledgement. This Agreement is not, and shall not be deemed
to be, a solicitation  of votes to accept the Plan or the Akkoord or an offering
of any  securities to be issued under the Plan or the Akkoord.  Neither UGC, New
UPC,  UPC  nor any of  their  respective  controlled  Affiliates  shall  solicit
acceptances  of the Plan from, or offer such  securities  to, the  Participating
Noteholders  or any other  creditor  or holder of any other  claim  against,  or
interest  in, UPC until the  Disclosure  Statement  has been  approved by the US
Bankruptcy  Court and the holders of the Belmarken Notes, the UPC Notes, the UPC
Preference  Shares  A and the UPC  Ordinary  Shares  A,  the  General  Unsecured
Creditors and the other  creditors and holders of any other claims  against,  or
interests in, UPC have been provided with all applicable  solicitation materials
and related ballots.

                                   ARTICLE VI

                        EFFECTIVE DATE EQUITY INVESTMENT

     Section 6.1 New UPC Equity Purchase Rights.  The Plan will provide that, on
the  Effective  Date,  New UPC will  provide  each  holder  of UPC Notes and the
Belmarken Notes the right (the "New UPC Equity  Purchase  Rights") to purchase a
pro rata share of up to (euro)100 million based upon the number of shares of New
UPC Common Stock  distributed to (x) the UGC Group in exchange for the Belmarken
Notes and the UPC Notes owned by the UGC Group on the date of this Agreement and
(y) the  holders  of the UPC Notes  (other  than the UPC Notes  owned by the UGC
Group on the date of this  Agreement)  in  accordance  with  Section  2.1(d) (as
reduced  pursuant  to the  last  sentence  of this  Section  6.1,  the  "Maximum
Subscription  Amount") of shares of New UPC Common  Stock at the per share price
implied by the Plan (the "Implied Purchase Price"). The shares of New UPC Common
Stock  issuable upon exercise of the New UPC Equity  Purchase  rights will be in
addition to the Base Number of Shares.  The New UPC Equity  Purchase Rights will
only be exercisable on the Effective Date. The Maximum  Subscription Amount will
be reduced on a  euro-for-euro  basis by an amount equal to (1) the net proceeds
of any assets sold by UPC prior to the Effective Date, other than assets sold in
the  ordinary  course of UPC's  business  in a manner  consistent  with its past
practices,  and (2) the net proceeds from any non-dilutive capital raised by UPC
(other than capital received by UPC from UGC or its Affiliates).


                                      -28-

<PAGE>


     Section  6.2  UGC  Subscription   Commitment.   UGC  commits,   subject  to
confirmation of the Plan substantially on the terms set forth in this Agreement,
to  purchase,  on the  Effective  Date and New UPC commits to sell to UGC on the
Effective  Date,  an amount of shares of New UPC Common  Stock with an aggregate
value equal to the Maximum Subscription Amount, less the number of shares of New
UPC Common  Stock  purchased  by holders  of UPC Notes  pursuant  to the New UPC
Equity Purchase Rights,  such shares of New UPC Common Stock to be purchased and
sold at the Implied  Purchase Price. The shares of New UPC Common Stock issuable
pursuant to this Section 6.2 will be in addition to the Base Number of Shares.

                                  ARTICLE VII

                      REPRESENTATIONS AND WARRANTIES OF UPC

     UPC hereby represents and warrants to each of the other parties hereto that
the statements contained in this Article VII are true and correct.

     Section 7.1  Organization.  UPC is a corporation duly organized and validly
existing under the Laws of The Netherlands and has all requisite corporate power
and authority to own,  lease and operate its  properties and assets and to carry
on its business as now being conducted.

     Section 7.2 Capitalization.

          (a)  The  authorized   share  capital  of  UPC   is(euro)1,653,000,000
consisting of (i) 1,000,000,000 UPC Ordinary Shares A; (ii) 300,000,000 ordinary
shares B, par  value(euro)0.01  per share;  (iii) 300 UPC Priority Shares;  (iv)
49,999,700 UPC Preference Shares A; and (v) 600,000,000 preference shares B, par
value(euro)0.01  per  share.  After  giving  effect  to  the  Capital  Amendment
Proposal,  immediately  prior to the Effective Date the authorized share capital
of UPC will be 450,000,000  ordinary  shares A, par  value(euro)0.02  per share,
50,000,000,000  ordinary  shares  C,  par  value(euro)0.02  per  share,  300 UPC
Priority Shares and 12,400 UPC Preference  Shares A. As of the close of business
on the date hereof,  UPC had  outstanding (i) 443,417,525 UPC Ordinary Shares A;
(ii) no ordinary shares B have been issued;  (iii) 300 UPC Priority Shares; (iv)
12,400 UPC Preference  Shares A; (v) no preference shares B have been issued and
(vi)  sufficient  UPC  Ordinary  Shares A are  reserved  for  issuance  upon the
conversion,  exchange or exercise of outstanding  rights,  options,  warrants or
convertible or  exchangeable  securities  issued by UPC and set forth on Annex F
and Annex G  attached  hereto.  All of the  outstanding  share  capital or other
equity  interests,  as the case  may be,  of UPC are  duly  authorized,  validly
issued,  fully paid and  non-assessable,  and are not  subject to, nor were they
issued in violation of, any preemptive  rights,  purchase  option,  call option,
right of first refusal, subscription right or any similar right, and were issued
in compliance with applicable securities laws and regulations.

          (b)  Except  as set  forth  above or on Annex F and  Annex G  attached
hereto,  and except for the  transactions  contemplated by this  Agreement,  (i)
there is no capital share or other security (voting or nonvoting) of UPC that is
authorized,  issued or outstanding,  (ii) there are no outstanding or authorized
options,  warrants,  calls,  preemptive  rights,  subscriptions or other rights,
convertible  or  exchangeable   securities,   "phantom"   stock  rights,   stock
appreciation rights,  stock-based performance units,  agreements,  arrangements,
commitments or claims of any character, contingent or


                                      -29-

<PAGE>


otherwise, relating to the issued or unissued share capital of UPC or obligating
UPC to issue,  transfer or sell or cause to be issued,  transferred  or sold any
capital shares or other equity  interests in UPC or securities  convertible into
or exchangeable for such shares or equity interests, or obligating UPC to grant,
extend  or  enter  into  any  such  option,  warrant,  call,  preemptive  right,
subscription or other right,  convertible or exchangeable  security,  agreement,
arrangement, commitment or claim, and (iii) there are no outstanding contractual
obligations of UPC to repurchase, redeem or otherwise acquire any capital shares
of UPC.

          Section 7.3  Authorization;  Validity of Agreement;  Corporate Action.
UPC has full corporate power and authority to execute,  deliver and,  subject to
obtaining the Shareholder  Approval and the approval of the US Bankruptcy  Court
and the  Administrator,  perform this  Agreement  and each  instrument  required
hereby to be  executed  and  delivered  and  performed  by UPC  pursuant to this
Agreement, to perform its obligations hereunder and thereunder and to consummate
the transactions  contemplated hereby and thereby.  The execution,  delivery and
performance by UPC of this Agreement and each  instrument  required hereby to be
executed and delivered by UPC pursuant to this Agreement and the  performance of
its  obligations  hereunder and  thereunder  and the  consummation  by it of the
transactions  contemplated hereby and thereby have been duly authorized by UPC's
management  board and UPC's  supervisory  board,  and,  except for obtaining the
Shareholder  Approval and the approval of the UPC Priority  Shares,  voting as a
separate  class,  no other  corporate  action on the part of UPC is necessary to
authorize the execution,  delivery and  performance by UPC of this Agreement and
the  consummation  of the  transactions  contemplated  hereby and thereby.  This
Agreement has been duly  executed and  delivered by UPC,  and,  assuming due and
valid  authorization,  execution and delivery hereof by each other party hereto,
is a valid and binding  obligation of UPC enforceable  against UPC in accordance
with its  terms,  subject to the  approval  of the US  Bankruptcy  Court and the
Administrator.

          Section 7.4 Consents and Approvals;  No Violations.  The execution and
delivery of this Agreement does not, and the  consummation  of the  transactions
contemplated  hereby and compliance by UPC with the provisions of this Agreement
will not:

          (a) subject to obtaining the Shareholder Approval, violate or conflict
with or result in any breach of any provision of the Articles of  Association or
By-laws or other organizational documents of UPC;

          (b) require any filing, recordation, declaration or registration with,
or permit, order, authorization, consent, waiver or approval of, or action by or
in respect of, or the giving of notice to, any Governmental  Entity to which UPC
is  subject,  except for (i) the filing with the SEC of such  reports  under the
Exchange  Act as  may  be  required  in  connection  with  this  Agreement,  the
Restructuring  and the transactions  contemplated  hereby and thereby,  (ii) the
filing  with  Euronext  and/or  the A-FM of the  Prospectus  and any  applicable
listing circulars,  applications or notices, (iii) the obtaining of an auditor's
statement in respect of the Prospectus and (iv) the  commencement of the Chapter
11 Case, the filing of the Moratorium  Petition and the receipt of the requisite
approvals of the US Bankruptcy Court and the  Administrator  (collectively,  the
"Required UPC Consents");


                                      -30-

<PAGE>


          (c) subject to obtaining the Required UPC Consents and the Shareholder
Approval,  violate  any of the terms,  conditions  or  provisions  of any Law or
Judgment of any  Governmental  Entity to which UPC is subject or by which any of
the foregoing or any of UPC's assets are bound, except that no representation is
made with respect to any Law of any  jurisdiction in which UPC is not engaged in
business; or

excluding from preceding clauses (b) and (c) such matters that have not resulted
in and would not  reasonably  be likely  to result  in,  individually  or in the
aggregate,  a material  adverse  effect on the  ability  of UPC to  perform  its
respective  material  obligations  under,  and to  consummate  the  transactions
contemplated by, this Agreement and the Restructuring.

     Section 7.5 SEC Reports and Financial Statements. Except for such delays as
are the subject of Forms 12b-25  timely filed with the SEC, UPC has filed timely
with the SEC all  forms,  reports,  schedules,  statements  and other  documents
(including,  in  each  case,  exhibits,  schedules,  amendments  or  supplements
thereto,  and any other information  incorporated by reference therein) required
to be filed by it since January 1, 1999 under the Exchange Act or the Securities
Act (as such  documents  have been amended or  supplemented  between the time of
their respective filing and the date hereof, the "UPC SEC Documents"). Except to
the extent amended or superseded by a subsequent  filing with the SEC made prior
to the  date  hereof,  as of  their  respective  dates  (and  if so  amended  or
superseded,  then on the date of such filing prior to the date hereof),  the UPC
SEC  Documents  (including,  without  limitation,  any  financial  statements or
schedules  included  therein)  (a) did not  contain  any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made,  not  misleading  and (b)  complied in all  material
respects with the applicable requirements of the Exchange Act and the Securities
Act, as the case may be, and the  applicable  rules and  regulations  of the SEC
thereunder.  Each of the financial statements contained in the UPC SEC Documents
(including,  in each case,  any related notes and  schedules)  has been prepared
from,  and  is in  accordance  with,  the  books  and  records  of UPC  and  its
consolidated  Subsidiaries,  complies in all material  respects with  applicable
accounting  requirements and with the published rules and regulations of the SEC
with respect  thereto,  has been prepared in  accordance  with GAAP as in effect
during such periods (except as may be indicated in the notes thereto) and fairly
presents the consolidated  financial  position and the  consolidated  results of
operations and cash flows of UPC and its consolidated  Subsidiaries at the dates
and for the periods covered thereby.

     Section 7.6  Brokers.  Except for the fees and  expenses of JP Morgan & Co.
and  Lazard  Freres  LLC  (whose  fees  and  expenses  shall  be  paid by UPC in
accordance with UPC's agreements with such firms), no agent,  broker,  Person or
firm  acting  on  behalf  of UPC is or will be  entitled  to any  advisory  fee,
commission  or broker's or finder's  fee from any party  hereto (or any of their
respective  Affiliates) in connection with this Agreement,  the Restructuring or
any of the transactions contemplated hereby or thereby.

     Section 7.7 Voting Requirements. The affirmative vote of the holders of (i)
a majority  of the  holders  of the UPC  Priority  Shares,  voting as a separate
class,  with each UPC Priority Share having one hundred (100) votes, and (ii) at
least a majority of the outstanding UPC Voting Securities  (voting as one class,
with each UPC Voting  Security  having one hundred (100) votes),  entitled to be
cast in adopting  the  Proposals is the only


                                      -31-

<PAGE>


vote of the  holders  of any  class or series of UPC's  share  capital  or other
securities of UPC necessary  under  applicable Law or stock exchange (or similar
self-regulatory  organization)  regulations  to  adopt  the  Proposals  and  for
consummation by UPC of the transactions contemplated by this Agreement.

     Section  7.8   Feasibility.   Based  on  an   analysis  of  its   financial
circumstances  and needs,  UPC expects  that,  after giving effect to the equity
investment contemplated under Article VI of this Agreement,  consummation of the
Restructuring  on the  terms  set forth in this  Agreement  is not  likely to be
followed  by  the  liquidation  or  the  need  for  further  judicial  financial
reorganization of UPC.

                                  ARTICLE VIII

                         REPRESENTATIONS AND WARRANTIES
                      OF UGC, UGC HOLDINGS, NEW UPC AND UUB

     Each of UGC, UGC Holdings,  New UPC and UUB hereby  represents and warrants
to each of the other  parties  hereto (other than each other UGC party) that the
statements contained in this Article VIII are true and correct.

     Section  8.1  Organization.  Each of  UGC,  UGC  Holdings  and New UPC is a
corporation duly organized, validly existing and in good standing under the Laws
of the State of Delaware and has all requisite  corporate power and authority to
own, lease and operate its properties and assets and to carry on its business as
now being conducted. UUB is a limited liability company duly organized,  validly
existing  and in good  standing  under the Laws of the State of Delaware and has
all  requisite  company  power  and  authority  to own,  lease and  operate  its
properties and assets and to carry on its business as now being conducted.

     Section 8.2 Authorization; Validity of Agreement; Corporate Action. Each of
UGC, UGC Holdings,  New UPC and UUB has the full  corporate or company power and
authority to execute and deliver this  Agreement  and each  instrument  required
hereby to be executed  and  delivered  by it pursuant to this  Agreement  and to
perform its obligations  hereunder and thereunder.  The execution,  delivery and
performance by each of UGC, UGC Holdings,  New UPC and UUB of this Agreement and
each  instrument  required  hereby to be  executed  and  delivered  by UGC,  UGC
Holdings, New UPC or UUB, as the case may be, pursuant to this Agreement and the
performance  of its  obligations  hereunder  and the  consummation  by it of the
transactions  contemplated  hereby  have  been duly  authorized  by its Board of
Directors  or  Managers,  as the case may be, and no other  corporate  action or
company action on the part of UGC, UGC Holdings, New UPC or UUB, as the case may
be, is necessary to authorize the  execution,  delivery and  performance by UGC,
UGC  Holdings,  New UPC or UUB,  as the case may be, of this  Agreement  and the
consummation of the transactions  contemplated  hereby.  This Agreement has been
duly executed and  delivered by each of UGC, UGC Holdings,  New UPC and UUB and,
assuming due and valid  authorization,  execution  and  delivery  hereof by each
other party hereto, is a valid and binding obligation of UGC, UGC Holdings,  New
UPC and UUB, as the case may be,  enforceable  against such Person in accordance
with its terms.


                                      -32-

<PAGE>


     Section 8.3  Consents and  Approvals;  No  Violations.  The  execution  and
delivery of this Agreement does not, and the  consummation  of the  transactions
contemplated by this Agreement and compliance by each of UGC, UGC Holdings,  New
UPC and UUB with the provisions of this Agreement will not:

          (a) violate or conflict  with or result in any breach of any provision
     of the  Certificate of  Incorporation,  By-laws,  Certificate of Formation,
     Limited Liability Company  Agreement or other  organizational  documents of
     any of UGC, UGC Holdings, New UPC or UUB, as the case may be;

          (b) require any filing, recordation, declaration or registration with,
     or permit, order, authorization,  consent, waiver or approval of, or action
     by or in respect of, or the giving of notice to, any Governmental Entity to
     which any of UGC, UGC Holdings, New UPC or UUB or any of their Subsidiaries
     is subject,  except for (i) the filing with the SEC of such  reports  under
     the Exchange Act, as may be required in connection  with this Agreement and
     the  transactions  contemplated  hereby,  (ii) the filing  with Nasdaq of a
     listing  application in respect of the shares of New UPC Common Stock to be
     issued  in  respect  of the  Restructuring  and (iii)  the  receipt  of any
     requisite US Bankruptcy Court approvals and Administrator approvals;

          (c) subject to obtaining  the approvals  specified in Section  8.3(b),
     violate any of the terms,  conditions  or provisions of any Law or Judgment
     of any Governmental  Entity to which any of UGC, UGC Holdings or UUB or any
     of  their  respective  Subsidiaries  is  subject  or by  which  any  of the
     foregoing  or any of their  respective  assets  are bound,  except  that no
     representation is made with respect to any Law of any jurisdiction in which
     none of UGC,  UGC Holdings or UUB and its  Subsidiaries  are not engaged in
     business;

excluding from preceding clauses (b) and (c) such matters that have not resulted
in and would not  reasonably  be likely  to result  in,  individually  or in the
aggregate, a material adverse effect on the ability of any of UGC, UGC Holdings,
UUB or  any  member  of  the  UGC  Group  to  perform  its  respective  material
obligations  under this Agreement,  and to consummate the  Restructuring and the
transactions contemplated thereby.

     Section 8.4 Ownership of  Securities.  The members of the UGC Group are the
lawful owners,  beneficially  and of record,  of the Belmarken Notes, UPC Notes,
UPC Preference Shares A, UPC Priority Shares and UPC Ordinary Shares A and other
claims against, or interests in, UPC set forth on Annex H, free and clear of all
Liens.

     Section 8.5 Certain  Securities Law Matters.  Each of UGC, UGC Holdings and
UUB hereby further represents for itself that:

     (a) Such Person is entering into this Agreement,  the Restructuring and the
transactions  contemplated  hereby and thereby for such Person's own account and
it intends to acquire any shares of New UPC Common Stock or other  securities of
New UPC issued in connection with the Restructuring for investment purposes only
and not with a view to, or the intention of, distributing any such shares of New
UPC Common Stock or other  securities in violation of the  Securities Act or any
other  applicable  securities laws of the United States,  The Netherlands or any
political  subdivision of either of the foregoing,  and any such securities will
not be  disposed  of in  contravention  of  the


                                      -33-

<PAGE>


Securities Act or any other applicable securities laws of the United States, The
Netherlands or any political subdivision of either of the foregoing.

          (b) Such Person is sophisticated  in financial  matters and is able to
evaluate the risks and benefits of an investment in New UPC and in shares of New
UPC Common Stock. In addition, by virtue of such Person's expertise,  the advice
available to such Person, and its previous  investment  experience,  such Person
has  extensive  knowledge  and  experience  in financial  and business  matters,
investments,  securities,  and private placements and the capability to evaluate
the merits and risks of this Agreement,  the  Restructuring and the transactions
contemplated hereby and thereby.

          (c) Such Person is able to bear the economic  risk of an investment in
New UPC and New UPC Common Stock (including,  without  limitation,  the complete
loss of such investment) for an indefinite period of time.

          (d) Such Person has had an  opportunity  to ask  questions and receive
answers  concerning  the  business and affairs of UPC and New UPC, the terms and
conditions  of the New UPC Common Stock and such other  matters  concerning  its
current  investment  in UPC, New UPC,  the  Restructuring  and the  transactions
contemplated  thereby  and  has  had  full  access  to  such  other  information
concerning UPC, New UPC, the  Restructuring  and the  transactions  contemplated
thereby as such Person has requested.

          (e) Such Person is a "qualified  institutional buyer," as such term is
defined pursuant to Rule 144A(a) promulgated under the Securities Act or, if not
such a "qualified institutional buyer," is an "accredited investor" as such term
is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D, promulgated under
the Securities Act.

          Section 8.6 Brokers. Except for the fees and expenses of Credit Suisse
First Boston  Corporation  and UBS Warburg LLC (whose fees and expenses shall be
paid by UPC, or New UPC, as the case may be, in accordance  with UGC's agreement
with such firms and with UPC), no agent, broker, Person or firm acting on behalf
of any  member  of the UGC Group is or will be  entitled  to any  advisory  fee,
commission  or broker's or finder's  fee from any party  hereto (or any of their
respective  Affiliates) in connection with this Agreement,  the Restructuring or
any of the transactions contemplated hereby or thereby.

                                   ARTICLE IX

           REPRESENTATIONS AND WARRANTIES OF PARTICIPATING NOTEHOLDERS

     Each  Participating  Noteholder,  for  itself  and no other  party,  hereby
represents  and warrants to each of the other parties hereto that the statements
contained in this Article IX are true and correct.

     Section 9.1 Organization.  Such Participating Noteholder is duly organized,
validly  existing and in good  standing  under the Laws of its  jurisdiction  of
organization.

     Section 9.2 Authorization;  Validity of Agreement;  Noteholder Action. Such
Participating  Noteholder  has the full  institutional  power and  authority  to
execute and deliver this  Agreement and each  instrument  required  hereby to be
executed  and  delivered  by it pursuant to this  Agreement  and, to perform its
obligations hereunder and thereunder. The execution, delivery and performance by
such  Participating  Noteholder of this


                                      -34-

<PAGE>


Agreement and each  instrument  required  hereby to be executed and delivered by
such Participating Noteholder, pursuant to this Agreement and the performance of
such  Participating  Noteholder's  obligations  hereunder and thereunder and the
consummation by it of the transactions contemplated hereby and thereby have been
duly authorized,  to the extent such authorization is required,  by its Board of
Directors or other governing body and no other institutional  action on the part
of such  Participating  Noteholder  is  necessary to  authorize  the  execution,
delivery and performance by such Participating  Noteholder of this Agreement and
the  consummation  of the  transactions  contemplated  hereby and thereby.  This
Agreement has been duly executed and delivered by such Participating  Noteholder
and, assuming due and valid authorization, execution and delivery hereof by each
other party  hereto,  is a valid and binding  obligation  of such  Participating
Noteholder enforceable against such Participating  Noteholder in accordance with
its terms.

     Section 9.3  Consents and  Approvals;  No  Violations.  The  execution  and
delivery of this Agreement does not, and the  consummation  of the  transactions
contemplated by this Agreement and compliance by such  Participating  Noteholder
with the provisions of this Agreement will not:

          (a) violate or conflict  with or result in any breach of any provision
of the Certificate of Incorporation,  By-laws, other organizational documents of
such Participating Noteholder;

          (b) require any filing, recordation, declaration or registration with,
or permit, order, authorization, consent, waiver or approval of, or action by or
in respect of, or the giving of notice to, any Governmental Entity to which such
Participating Noteholder or any of its Affiliates is subject, except for (i) the
filing with the SEC of such reports  under the Exchange  Act, as may be required
in  connection  with this  Agreement,  the  Restructuring  and the  transactions
contemplated  hereby and thereby and (ii) the receipt of requisite US Bankruptcy
Court approvals and Administrator approvals;

          (c) subject to obtaining the approvals specified in clause (ii) above,
violate any of the terms, conditions or provisions of any Law or Judgment of any
Governmental  Entity to which  such  Participating  Noteholder  is subject or by
which any of the foregoing or any of their respective  assets are bound,  except
that no  representation  is made with respect to any Law of any  jurisdiction in
which such Participating Noteholder are not engaged in business;

excluding from preceding clauses (b) and (c) such matters that have not resulted
in and would not  reasonably  be likely  to result  in,  individually  or in the
aggregate,  a  material  adverse  effect on the  ability  of such  Participating
Noteholder  to perform its material  obligations  under this  Agreement,  and to
consummate the Restructuring and the transactions contemplated thereby.

     Section 9.4 Ownership of Securities.  Such Participating  Noteholder is the
lawful beneficial owner of the UPC Notes and other claims against,  or interests
in, UPC set forth on Schedule 1 of the Disclosure Letter,  free and clear of all
Liens.

     Section  9.5  Certain  Securities  Law  Matters.   (a)  Such  Participating
Noteholder  is  entering  into  this  Agreement,   the   Restructuring  and  the
transactions contemplated hereby and thereby for such Participating Noteholder's
own account (or for the account of its clients' funds)


                                      -35-

<PAGE>


and it intends to acquire any shares of New UPC Common Stock or other securities
of New UPC issued in connection with the Restructuring  for investment  purposes
only and not with a view to, or the intention of,  distributing  any such shares
of New UPC Common Stock or other  securities in violation of the  Securities Act
or any other applicable securities laws of the United States, The Netherlands or
any political  subdivision of either of the foregoing,  and any such  securities
will not be  disposed of in  contravention  of the  Securities  Act or any other
applicable  securities  laws  of  the  United  States,  The  Netherlands  or any
political subdivision of either of the foregoing.

          (b)  Such  Participating  Noteholder  is  sophisticated  in  financial
matters and is able to evaluate the risks and benefits of an  investment  in New
UPC and in  shares  of New UPC  Common  Stock.  In  addition,  by virtue of such
Participating Noteholder's expertise, the advice available to such Participating
Noteholder,   and  its  previous  investment   experience,   such  Participating
Noteholder  has  extensive  knowledge  and  experience in financial and business
matters,  investments,  securities, and private placements and the capability to
evaluate  the  merits and risks of this  Agreement,  the  Restructuring  and the
transactions contemplated hereby and thereby.

          (c) Such Participating Noteholder is able to bear the economic risk of
an  investment  in  New  UPC  and  New  UPC  Common  Stock  (including,  without
limitation,  the complete loss of such  investment) for an indefinite  period of
time.

          (d)  Such  Participating  Noteholder  has  had an  opportunity  to ask
questions and receive answers concerning the business and affairs of UPC and New
UPC, the terms and conditions of the New UPC Common Stock and such other matters
concerning  its current  investment in UPC, New UPC, the  Restructuring  and the
transactions  contemplated  thereby  and  has had  full  access  to  such  other
information  concerning  UPC, New UPC, the  Restructuring  and the  transactions
contemplated thereby as such Participating Noteholder has requested.

          (e)  Such  Participating  Noteholder  is  a  "qualified  institutional
buyer," as such term is defined pursuant to Rule 144A(a)  promulgated  under the
Securities  Act,  or,  if  not  such a  "qualified  institutional  buyer,"  such
Participating  Noteholder is an "accredited investor" as such term is defined in
Rule  501(a)(1),  (2),  (3)  or (7)  of  Regulation  D,  promulgated  under  the
Securities Act.

     Section 9.6  Brokers.  Except for the fees and  expenses of Greenhill & Co.
LLP  (whose  fees and  expenses  shall be paid by UPC in  accordance  with UPC's
agreement  with  such  firm and with the  Participating  Noteholders  or, if the
Restructuring  is  consummated  on  terms  consistent  with  the  terms  of this
Agreement  and UPC does not pay such fees and  expenses,  by New UPC), no agent,
broker,  Person or firm acting on behalf of the Participating  Noteholders is or
will be entitled to any  advisory  fee,  commission  or broker's or finder's fee
from any party hereto (or any of their respective Affiliates) in connection with
this Agreement, the Restructuring or any of the transactions contemplated hereby
or thereby.


                                      -36-

<PAGE>


                                   ARTICLE X

                                CERTAIN COVENANTS

     Section  10.1  Commercially  Reasonable  Efforts.  Subject to the terms and
conditions  provided  herein,  each of the parties hereto shall, and shall cause
each of its  controlled  Affiliates  to,  cooperate  and  use  its  commercially
reasonable  efforts to take, or cause to be taken, all appropriate  action,  and
do, or cause to be done,  and assist and cooperate with the other parties hereto
in doing,  all things  necessary,  proper or  advisable to  consummate  and make
effective, in the most expeditious manner practicable, the Restructuring and the
other transactions  contemplated  hereby and thereby and to make, or cause to be
made,  all filings  necessary,  proper or advisable  under  applicable  Laws, to
consummate  and  make   effective  the   Restructuring   and  the   transactions
contemplated  hereby  and  thereby.  Without  limiting  the  generality  of  the
foregoing,  each of the  parties  hereto  shall,  and shall  cause each of their
controlled  Affiliates  to,  cooperate  and use  their  commercially  reasonable
efforts promptly to:

          (a)  make  any  and  all  filings,   recordations,   declarations   or
registrations  with,  obtain  any  and all  actions  or  non-actions,  licenses,
permits, consents, approvals, waivers, authorizations, qualifications and orders
of, give any and all notices  to,  take  reasonable  steps to avoid an action or
proceeding by, any and all  Governmental  Entities and parties to contracts with
UPC,  in each case prior to the  Effective  Date,  as are  necessary,  proper or
advisable to  consummate  and make  effective,  in the most  expeditious  manner
practicable,  the Restructuring and the other transactions  contemplated  hereby
and thereby;

          (b) defend any lawsuits or other legal  proceedings,  whether judicial
or  administrative,  challenging  this  Agreement  or  the  consummation  of the
Restructuring or any of the other transactions  contemplated hereby and thereby;
it being  understood and agreed that each party hereto shall promptly notify the
other parties of any litigation (including any shareholder litigation),  against
such party  and/or its  directors  relating to the  Restructuring  or any of the
transactions contemplated hereby and thereby;

          (c)  execute  and  deliver any  additional  instruments  necessary  to
consummate  the  Restructuring  and the  transactions  contemplated  hereby  and
thereby and to carry out fully the purposes of this Agreement; and

          (d)  cooperate in the taking of such actions  under  applicable  Dutch
corporate laws as are consistent with the intent of this Agreement and necessary
or advisable for the consummation of the Restructuring.

     Section 10.2 Notification of Certain Matters.  Each party hereto shall give
prompt  written   notice  to  each  other  party,   of  (a)  the  occurrence  or
non-occurrence   of  any  event  known  to  such  party,   the   occurrence   or
non-occurrence  of which has resulted in, or is reasonably  likely to result in,
any representation or warranty set forth in this Agreement made by such party to
be untrue or inaccurate  in any material  respect;  (b) any material  failure by
such party to comply with or satisfy any covenant,  condition or agreement to be
complied with or satisfied by it hereunder; or (c) any action, suit, proceeding,
inquiry or investigation pending or, to the knowledge of such party, threatened,
that  questions  or  challenges  this  Agreement  or  the  consummation  of  the
Restructuring  of any of  the


                                      -37-

<PAGE>


transactions  contemplated hereby and thereby; provided that the delivery of any
notice  pursuant to this Section  10.2 shall not limit or  otherwise  affect the
remedies available hereunder to the party receiving such notice and that no such
notification shall modify the  representations or warranties of any party or the
conditions to the obligations of any party hereunder.

     Section  10.3 Tax Ruling.  Each party hereto  shall  cooperate  with UPC in
seeking  a  tax  ruling  from  the  Dutch  tax   inspector  in  respect  of  the
Restructuring,  such ruling to be in form and substance satisfactory to UPC. UPC
shall  consult with UGC and the  Committee  regarding  preparations  for and the
results of discussions  with the Dutch tax inspector (and other tax authorities)
in respect of such a ruling.

     Section 10.4 Forbearance. As long as this Agreement remains in effect, each
Person  party  hereto  (other  than UPC)  acknowledges  and agrees that it shall
forbear from (w) exercising  the right to receive  principal of, and interest or
dividends  on,  any  security  of UPC held by such  Person,  (x) the filing of a
notice of default,  the taking of any action to accelerate or otherwise  collect
on  any  such  security,   (y)  pursuing  any  rights  or  remedies   (including
acceleration of amounts due thereunder)  available to such Person under any such
security  and (z) the  commencement  of  litigation  or  proceedings  (including
arbitration)  of any  kind or  nature  against  UPC or any of its  Subsidiaries,
arising  as the  result  of,  or in  connection  with,  any  failure  to pay the
principal  of, or interest  on, any such  security  or a default  under any such
security or in respect of any other  rights or remedies of such Person under any
such  security or any  indenture  that  governs any security of UPC held by such
Person or any  agreement  among UPC and any such  Person or  Persons.  After UPC
becomes a debtor under the US Bankruptcy Code or subject to the moratorium under
the Dutch  Bankruptcy  Code,  the Persons party hereto (other than UPC) shall be
entitled to exercise  any rights or remedies  they have in  connection  with the
Chapter 11 Case or the Moratorium,  as the case may be, in all cases  consistent
with  the  provisions  and  intent  of this  Agreement,  subject  to any stay or
modifications  of such  rights or  remedies  which may  exist or be  entered  in
connection  with  such  proceedings;  provided  that so  long as this  Agreement
remains in effect,  such Persons agree to exercise such rights and remedies only
in a manner  consistent with the provisions of this  Agreement.  Notwithstanding
anything in this Section 10.4 to the  contrary,  if the Plan is confirmed and is
not  confirmed  substantially  on the terms set forth in this  Agreement  (after
giving  effect  to any  modifications  made  pursuant  to  Section  2.1(f))  the
obligations under this Section 10.4 of each Person party hereto shall terminate.

     Section 10.5  Restrictions  on Transfer.  Until the  Effective  Date,  each
Person  party  hereto  (other  than  UPC)  agrees  that it shall  not (a)  sell,
transfer,  assign,  pledge,  gift  or  otherwise  dispose  of any of its  claims
against,  or interests in, UPC  (including,  without  limitation,  any Belmarken
Notes, UPC Notes, UPC Preference Shares A or UPC Ordinary Shares A), in whole or
in part, or any interest  therein,  unless the transferee  thereof  accepts such
claim against,  or interest in, UPC subject to the terms of this  Agreement,  as
evidenced by an agreement executed by such transferee that provides, among other
things, that UPC is an express third-party  beneficiary of such agreement or (b)
grant any  proxies,  deposit any of its claims  against,  or  interests  in, UPC
(including,  without limitation,  any Belmarken Notes, UPC Notes, UPC Preference
Shares A or UPC Ordinary  Shares A) into a voting trust,  or enter into a voting
or tendering agreement with


                                      -38-

<PAGE>


respect to any claims  against,  or interests in, UPC,  unless such  arrangement
provides for compliance with this Agreement. In the event that a Person party to
this Agreement  transfers any such claim  against,  or interest in, UPC prior to
the final vote on the Plan or the Akkoord, the transferee of such claim against,
or  interest  in, UPC shall  comply with and be subject to all the terms of this
Agreement,  including,  but not limited to, the transferring party's obligations
to vote in favor of the Plan and the Akkoord and shall, as a condition precedent
to such transfer,  execute an agreement on terms substantially  identical in all
respects to the terms of this Agreement.

     Section 10.6 Further  Acquisition  of Claims or Interests.  This  Agreement
shall in no way be construed to preclude any Person party hereto from  acquiring
additional  claims  against,  or interests  in, UPC;  provided  that if any such
Person acquires any additional  claims  against,  or interests in, UPC after the
date of this  Agreement,  such additional  claims against,  or interests in, UPC
shall  immediately upon such  acquisition  without further action on the part of
UPC or the acquiring Person become subject to the terms of this Agreement.

     Section 10.7 Impact of Appointment of Creditors' Committee.  If an official
committee of unsecured  creditors is appointed by the United  States  Trustee in
the  Chapter  11  Case  or by the  Dutch  Bankruptcy  Court  in the  case of the
Moratorium  Petition,  UPC shall  cooperate  reasonably  with the  Participating
Noteholders  in  seeking  to  cause  the  United  States  Trustee  or the  Dutch
Bankruptcy  Court,  as  the  case  may  be,  to  appoint  some  or  all  of  the
Participating  Noteholders to be members of such official  committee pursuant to
section  1102 of the  Bankruptcy  Code and the Dutch  Bankruptcy  Code.  Nothing
contained  in this  Agreement  shall  limit  the  ability  of any  Participating
Noteholder  appointed to such committee to take such acts as a committee  member
that are  required by or  consistent  with the  fiduciary  duties of a committee
member;  provided that the freedom to act as a committee  member  (including the
freedom to vote in committee meetings and to instruct committee professionals to
act on behalf  of such  committee)  shall  not  affect  the  obligations  of the
Participating  Noteholder to vote its Restricted  Claims as provided  herein and
shall not otherwise  affect the  continuing  obligations  of such  Participating
Noteholder(s)  under this  Agreement or the validity or  enforceability  of this
Agreement.  In the event that an official creditors'  committee is so appointed,
where the context so permits, all references to the "Committee" set forth herein
shall thereafter be deemed to refer to such official creditors'  committee until
such time as the official creditors' committee is dissolved or disbanded.

     Section 10.8 Releases and Exculpation.

          (a)  Releases.  The Plan and the New UPC  Dutch  Exchange  Offer  will
contain provisions addressing releases, in each case substantially as follows:

     "Effective  the  Confirmation  Date,  but subject to the  occurrence of the
Effective Date, UGC, UGC Holdings, UPC, New UPC, each Participating  Noteholder,
each  holder of UPC Notes,  and each of the  foregoing's  respective  current or
former  officers,  directors,   Subsidiaries,   Affiliates,  members,  managers,
shareholders,   partners,   representatives,   employees,  attorneys,  financial
advisors and agents,  or any of their  respective  successors  and assigns,  and
their  respective  property,   shall  be  released  from  any  and  all  claims,
obligations,  rights,  causes of  action,  choses  in  action,  demands,  suits,


                                      -39-

<PAGE>


proceedings  and  liabilities  which UPC or any  holder of a claim  against,  or
interest in, UPC may be entitled to assert,  under the laws of the United States
or The Netherlands or any political  subdivision of either of them,  whether for
fraud, tort, contract,  violations of applicable  securities laws, or otherwise,
whether known or unknown, foreseen or unforeseen, existing or hereafter arising,
contingent or non-contingent,  based in whole or in part upon any act, omission,
transaction,  state of facts, circumstances or other occurrence or failure of an
event  to  occur,  taking  place  before  the  Confirmation  Date and in any way
relating to UPC, the  issuance,  purchase or sale of the  Belmarken  Notes,  UPC
Notes, UPC Preference Shares A, UPC Priority Shares,  UPC Ordinary Shares A, the
Restructuring,  the Chapter 11 Case, the Moratorium  Petition,  the Plan, or the
Akkoord;  provided,  however,  that nothing herein shall release any Person from
any claims,  obligations,  rights, causes of action, choses in action,  demands,
suits,  proceedings or liabilities based upon any act or omission arising out of
such Person's gross negligence or willful  misconduct;  provided  further,  that
nothing herein shall release UPC, New UPC, UGC or any  Participating  Noteholder
from any  claims,  obligations,  rights,  causes of  action,  choses in  action,
demands,  suits,  proceedings or liabilities based upon such Person's failure to
comply with, or breach of such Person's obligations under, the Plan, the Akkoord
or this Agreement;  provided further,  that to the extent that, on the Effective
Date, New UPC is the holder of any Belmarken Notes, UPC Notes or other claims or
interests of General Unsecured  Creditors,  whether obtained through the New UPC
Dutch  Exchange  Offer and the  application  of Plan Option 1 or otherwise,  the
claims  represented  by such  Belmarken  Notes,  UPC  Notes or other  claims  or
interests of General  Unsecured  Creditors held by New UPC will not be released,
but will instead remain outstanding as indebtedness of UPC to New UPC. Effective
as of the  Confirmation  Date,  but subject to the  occurrence  of the Effective
Date, all holders of Belmarken Notes,  UPC Notes,  UPC Preference  Shares A, UPC
Priority Shares, UPC Ordinary Shares A, shall be deemed to release, and shall be
permanently enjoined from bringing,  maintaining,  facilitating or assisting any
action,  demand,  suit or  proceeding  against,  UPC and UPC's current or former
officers, directors, Subsidiaries,  Affiliates, members, managers, shareholders,
partners, representatives,  employees, attorneys, financial advisors and agents,
or  any of  their  respective  successors  and  assigns,  and  their  respective
property,  in  respect of any  claims,  obligations,  rights,  causes of action,
demands, suits, proceedings and liabilities related to, or arising from, any and
all claims or interests  arising  under,  in connection  with, or related to the
Belmarken  Notes,  the UPC  Notes,  the UPC  Preference  Shares A, UPC  Priority
Shares,  UPC Ordinary  Shares A, or the  issuance,  purchase,  or sale  thereof;
provided that such release and injunction shall not be binding on New UPC to the
extent of New UPC's claims solely against UPC on account of any Belmarken Notes,
UPC Notes or other claims or interests of General  Unsecured  Creditors  held by
New UPC,  whether  obtained  through  the New UPC Dutch  Exchange  Offer and the
application of Plan Option 1 or otherwise."

          (b)  Exculpation.  The Plan and the New UPC Dutch  Exchange Offer will
contain provisions addressing  exculpation and limitation of liability,  in each
case substantially as follows:

     "None of UGC, UGC Holdings, UPC, New UPC any Participating Noteholder,  any
holder of UPC Notes, UPC Preference Shares A, UPC Priority Shares,  UPC Ordinary
Shares A, or any of the  foregoing's  respective  current  or  former  officers,
directors,


                                      -40-

<PAGE>


Subsidiaries,    Affiliates,   members,   managers,   shareholders,    partners,
representatives,  employees, attorneys, financial advisors and agents, or any of
their respective property,  shall have or incur any liability to any holder of a
claim or an interest, or any other party in interest, or any of their respective
officers, directors, Subsidiaries,  Affiliates, members, managers, shareholders,
partners, representatives,  employees, attorneys, financial advisors and agents,
or  any of  their  respective  successors  and  assigns,  and  their  respective
property,  for any act or omission in connection  with,  relating to, or arising
out of, the  Restructuring,  the Moratorium  Petition,  the Chapter 11 Case, the
solicitation  of  acceptances  of  the  Plan  or the  Akkoord,  the  pursuit  of
confirmation of the Plan or the acceptance of the Akkoord,  the  consummation of
the Plan or the Akkoord, or the administration of the Plan or the Akkoord or the
property to be distributed  under the Plan or the Akkoord,  except for (i) their
gross  negligence or willful  misconduct and (ii) solely in the case of UPC, New
UPC, UGC or any  Participating  Noteholder,  any liability for failure to comply
with, or breach of such Person's  obligations  under,  the Plan,  the Akkoord or
this  Agreement,  and in all respects shall be entitled to reasonably  rely upon
the advice of counsel with respect to their  duties and  responsibilities  under
the Plan, the Akkoord and this Agreement.

     "Notwithstanding  any other provision of the Plan or the Akkoord, no holder
of a claim or  interest,  no other party in interest,  none of their  respective
current  or  former  officers,  directors,  subsidiaries,  affiliates,  members,
managers,  shareholders,   partners,   representatives,   employees,  attorneys,
financial  advisors  and  agents,  or any of  their  respective  successors  and
assigns, and their respective property,  shall have any right of action, demand,
suit or proceeding  against UGC, UGC Holdings,  UPC, New UPC, each Participating
Noteholder,  each holder of UPC Notes,  the Belmarken Notes, UPC Ordinary Shares
A, UPC  Preference  Shares A, UPC  Priority  Shares and each of the  foregoing's
respective  current or former  officers,  directors,  Subsidiaries,  Affiliates,
members,   managers,   shareholders,   partners,   representatives,   employees,
attorneys,  financial advisors and agents, or any of their respective successors
and  assigns,  and  their  respective  property,  for  any  act or  omission  in
connection  with,  relating  to,  or  arising  out of,  the  Restructuring,  the
Moratorium Petition, the Chapter 11 Case, the solicitation of acceptances of the
Plan or the Akkoord,  the pursuit of  confirmation of the Plan or the acceptance
of  the  Akkoord,   the  consummation  of  the  Plan  or  the  Akkoord,  or  the
administration  of the Plan or the  Akkoord or the  property  to be  distributed
under the Plan or the  Akkoord,  except for their  gross  negligence  or willful
misconduct."

     Section 10.9 Advisors.

          (a) UPC  shall  pay the  fees and  expenses  of  UGC's  and New  UPC's
advisors  and  attorneys  in  connection  with  the  preparation,   negotiation,
execution and performance of (i) this Agreement, (ii) the Restructuring or (iii)
any of the transactions  contemplated hereby or thereby,  including the fees and
expenses of Credit Suisse First Boston  Corporation and UBS Warburg,  or, if the
Restructuring  is  consummated  on  terms  consistent  with  the  terms  of this
Agreement  and UPC does not pay such fees and  expenses,  such fees and expenses
shall be paid by New UPC.

          (b)  UPC  shall  pay  the  fees  and  expenses  of  the  Participating
Noteholders'   advisors  and  attorneys  in  connection  with  the  preparation,
negotiation,  execution  and  performance  of  (iii)  this  Agreement,  (ii) the
Restructuring or (iii) any of


                                      -41-

<PAGE>


the transactions contemplated hereby or thereby, including the fees and expenses
of  Greenhill  & Co.  LLP,  or, if the  Restructuring  is  consummated  on terms
consistent  with the terms of this  Agreement and UPC does not pay such fees and
expenses, such fees and expenses shall be paid by New UPC.

     Section 10.10  Post-Restructuring  UPC Governance.  The parties acknowledge
that it is their intention that, after consummation of the  Restructuring,  such
changes  will be made to the  corporate  governance  of UPC to  ensure  that the
decisions  taken by the board of New UPC will be implemented by UPC and that the
approval  requirements  of Sections  4.2 and 4.3 will be  applicable  to actions
taken by UPC. The parties hereto further  acknowledge  that UPC will continue to
qualify as an  international  holding  company in  accordance  with  article 153
paragraph 3 and  respectively  article 263 paragraph 3 book 2 of the Dutch Civil
Code.

     Section 10.11  Cancellation of priority shares and preference shares A. The
parties hereto  acknowledge that it is their intention that, after  consummation
of the  Restructuring,  as soon as UPC is a wholly-owned  subsidiary of New UPC,
New UPC and UPC shall take such action as is necessary to cause the cancellation
of the priority shares and the preference shares A.

                                   ARTICLE XI

                           TERMINATION AND ABANDONMENT

     Section 11.1 Termination.

          (a)  This  Agreement  may be  terminated  at  any  time  prior  to the
Effective Date:

          (i)  by   the   mutual   written   consent   of   UPC,   UGC,   and  a
     Majority-in-Interest of the Participating Noteholders;

          (ii)  by  UGC,  UPC,  New  UPC  or  a   Majority-in-Interest   of  the
     Participating  Noteholders  if the Filing Date has not occurred on or prior
     to December 31, 2002;

          (iii)  by  UGC  or  a   Majority-in-Interest   of  the   Participating
     Noteholders,  if the Disclosure Statement contains  information  materially
     different from information  provided in writing to UGC or the Participating
     Noteholders,  as the case may be, by UPC in connection with the negotiation
     and execution of this Agreement,  which  information  adversely impacts the
     value  of the  consideration  being  received  by UGC or the  Participating
     Noteholders,  as the case may be, pursuant to the Plan and the Akkoord, and
     (i) within ten (10) days after receipt of the Disclosure Statement,  UGC or
     the  Participating  Noteholders have given written notice to UPC specifying
     in reasonable detail the alleged differences, and (ii) within ten (10) days
     after  receipt of such notice UPC has not advised UGC or the  Participating
     Noteholders,  as the case  may be,  that (A) it  concurs  with the  claimed
     difference in the  Disclosure  Statement and will take steps to conform the
     disclosure to the previous  disclosure (in which case UPC shall have thirty
     (30)  days  to  effect  a  cure)  or (B) it  disagrees


                                      -42-

<PAGE>


     with UGC's or the  Participating  Noteholders'  notice, as the case may be,
     and submits the issue to the US Bankruptcy  Court for  resolution (in which
     case the parties shall be bound by the  determination  of the US Bankruptcy
     Court);

          (iv)  by  UPC,  UGC or a  Majority-in-Interest  of  the  Participating
     Noteholders,  unless,  on or prior to the  deadline for voting to accept or
     reject the Plan  pursuant 11 USC ss.  1126,  UPC has  obtained a tax ruling
     from the Dutch tax inspector in respect of the  Restructuring the effect of
     which is that  there  are no  adverse  effects  upon the  value of UPC as a
     result of the Dutch tax consequences of consummating  the  Restructuring on
     the terms set forth in this  Agreement,  after giving effect to any changes
     in the transaction structure made in accordance with Section 2.1(f);

          (v)  by  UPC,  UGC  or a  Majority-in-Interest  of  the  Participating
     Noteholders  if, prior to the  Effective  Date,  the lenders  under the UPC
     Distribution Credit Facility accelerate any material  indebtedness or other
     material obligations under the UPC Distribution Credit Facility; or

          (vi)  by  UPC,  UGC or a  Majority-in-Interest  of  the  Participating
     Noteholders  if, prior to the Effective Date, the UPC  Distribution  Credit
     Facility is amended in a manner  materially  adverse to UPC;  provided that
     all parties agree that an amendment to the UPC Distribution Credit Facility
     substantially  in the form provided to UGC and the  Committee  prior to the
     date hereof shall not be deemed to be materially adverse to UPC.

          (b) Any party to this  Agreement may terminate its  obligations  under
this Agreement:

          (i) at any time  after  the date  which is nine (9)  months  after the
     Filing Date;

          (ii) upon the earliest to occur of (A) the  conversion  of the Chapter
     11 Case  to  cases  under  Chapter  7 of the US  Bankruptcy  Code,  (B) the
     appointment  of a Chapter 11 trustee,  (C) the conversion of the moratorium
     to a  bankruptcy  under  the  Dutch  Bankruptcy  Code,  (D)  the  Akkoord's
     rejection by the  creditors'  meeting of UPC without any legal remedy being
     open to UPC to challenge the  rejection,  (E) the Plan is rejected by UPC's
     creditors  without any option  being  available  to UPC to  challenge  such
     rejection  or amend the Plan,  (F) the Akkoord is not approved by the Dutch
     Bankruptcy  Court on terms  consistent  with the  terms  set  forth in this
     Agreement,  including after giving effect to any changes in the transaction
     structure  made in  accordance  with  Section  2.1(f),  or (G) the  Plan is
     confirmed by the US Bankruptcy Court on terms  inconsistent  with the terms
     set forth in this  Agreement,  including after giving effect to any changes
     in the transaction structure made in accordance with Section 2.1(f);


                                      -43-

<PAGE>


          (iii) if the  representations or warranties of any other party to this
     Agreement shall fail to be true in any material respect;

          (iv) if any other party fails to perform in any  material  respect any
     covenant  or  agreement  of such other party  pursuant  to this  Agreement;
     provided  that no party  may  terminate  this  Agreement  pursuant  to this
     Section 11.1(b)(iv) if such party's conduct has contributed in any material
     respect to the  non-performance  alleged as the basis for terminating  this
     Agreement  or if  such  party  is  otherwise  in  material  breach  of  its
     obligations hereunder; or

          (v) if UPC or UGC changes the  transaction  structure in a manner that
     (a)  reduces the  percentage  of the Base Number of Shares to be offered to
     the  holders  of the UPC Notes  (other  than the UGC Group) as set forth in
     Section  2.1(d),  (b) alters the provisions of Article IV or Article VI, or
     (c) is materially adverse to the Participating Noteholders.

     Section  11.2 Effect of  Termination.  Except for any willful and  material
breach of this  Agreement  by any  party  hereto  (which  breach  and  liability
therefor shall not be affected by the  termination of this  Agreement),  if this
Agreement is terminated by any Party as provided in Section 11.1, this Agreement
shall  become  void  and  have no  further  effect,  without  any  liability  or
obligation on the part of any Party,  other than the  provisions of this Section
11.2 and Sections 10.9, 12.1, 12.2, 12.3, 12.4, 12.8 and 12.12.

                                  ARTICLE XII

                                 MISCELLANEOUS

     Section 12.1 Nonsurvival of Representations and Warranties.  The respective
representations and warranties of the parties hereto contained in this Agreement
shall not be deemed waived or otherwise  affected by any  investigation  made by
any other party.  Each and every such  representation  and warranty shall expire
with, and be terminated and  extinguished  upon the occurrence of, the Effective
Date,  and  thereafter  no party shall be under any  liability  whatsoever  with
respect to any such representation and warranty.

     Section 12.2 Notices. All notices,  requests,  claims and demands and other
communications  hereunder shall be in writing and shall be deemed duly delivered
(i) four (4) Business  Days after being sent by  registered  or certified  mail,
return receipt  requested,  postage prepaid,  or (ii) one (1) Business Day after
being  sent for next  business  day  delivery,  fees  prepaid,  via a  reputable
internationally  recognized  overnight  courier  service,  in  each  case to the
intended recipient as set forth below:

          (a) if to UPC, to:

              Boeing Avenue 53
              Schiphol Rijk 1119
              The Netherlands
              Telephone: +31-20-778-9872
              Facsimile: +31-20-778-9841
              Attention:  Ton Tuijten


                                      -44-

<PAGE>


          with a copy to:

              White & Case LLP
              1155 Avenue of the Americas
              New York, New York  10036
              Attention:    William F. Wynne, Jr., Esq.
              Telephone:    +1-212-819-8200
              Facsimile:    +1-212-354-8113;

          (b) if to UGC, UGC Holdings, or UUB to:

              UnitedGlobalCom, Inc.
              4643 South Ulster Street
              13th Floor
              Denver, Colorado 80237
              Telephone: (303) 770-4001
              Facsimile: (303) 770-4207
              Attention:  Ellen Spangler


          with a copy to:

              Holme Roberts & Owen LLP
              1700 Lincoln, Suite 1700
              Denver, Colorado  80203
              Attention: W. Dean Salter, Esq.
              Telephone: +1-303-861-7000
              Facsimile: +1-303-866-0800

          And a copy to:

              Skadden, Arps, Slate, Meagher & Flom LLP
              300 South Grand Avenue, Suite 3400
              Los Angeles, California  90071
              Attention: Nick P. Saggese, Esq.
              Telephone: +1-213-687-5000
              Facsimile: +1-213-687-5600

          (c) if to the Participating Noteholders,  to the address and attention
of such parties set forth on Annex A,


                                      -45-

<PAGE>


          with a copy to:

              Paul, Weiss, Rifkind, Wharton & Garrisson
              1285 Avenue of the Americas
              New York, New York 10019
              Attention:  Jeffrey D. Saferstein, Esq.
              Telephone: +1-212-373-3000
              Facsimile: +1-212-757-3990

Any party hereto may give any notice or other communication  hereunder using any
other means  (including  personal  delivery,  messenger  service,  facsimile  or
ordinary  mail),  but no such notice or other  communication  shall be deemed to
have been duly given  unless and until it  actually is received by the party for
whom it is intended. Any party may change the address to which notices and other
communications hereunder are to be delivered by giving the other parties to this
Agreement notice in the manner herein set forth.

     Section  12.3  Entire  Agreement.  This  Agreement  constitutes  the entire
agreement  among the parties  hereto and  supersedes  any prior  understandings,
agreements or representations  by or among the parties,  or any of them, written
or oral, with respect to the subject matter hereof.

     Section 12.4 No Third-Party Beneficiaries.  This Agreement is not intended,
and shall not be deemed,  to confer any rights or remedies upon any Person other
the parties hereto and their  respective  successors and permitted  assigns,  to
create any  agreement of employment  with any Person or to otherwise  create any
third-party beneficiary hereto.

     Section 12.5 Amendment. Subject to Section 12.15, this Agreement may not be
amended  except by an  instrument  in writing  signed by each of UPC,  UGC and a
Majority-in-Interest of the Participating Noteholders.

     Section  12.6  Assignment.  Neither this  Agreement  nor any of the rights,
interests or obligations  under this Agreement may be assigned or delegated,  in
whole or in part, by operation of law or otherwise by any of the parties  hereto
without the prior written consent of the other parties,  and any such assignment
without  such  prior  written  consent  shall be null and void.  Subject  to the
preceding  sentence,  this Agreement will be binding upon,  inure to the benefit
of, and be  enforceable  by, the parties  and their  respective  successors  and
assigns.

     Section 12.7  Counterparts.  This  Agreement  may be executed in two (2) or
more  counterparts,  all of which shall be considered one and the same agreement
and shall become effective when two (2) or more counterparts have been signed by
each of the parties hereto and delivered to the other parties.

     Section 12.8 Severability.  If any term, provision, covenant or restriction
of this Agreement is held by a Governmental Entity of competent  jurisdiction to
be invalid, void,  unenforceable or against its regulatory policy, the remainder
of the terms,  provisions,  covenants and  restrictions  of this Agreement shall
remain in full  force and effect and shall in no way be  affected,  impaired  or
invalidated.

     Section  12.9  Governing  Law.  This  Agreement  shall be  governed  by and
construed in accordance  with the internal laws of the State of New York without
giving


                                      -46-

<PAGE>


effect to any choice or conflict of law  provision or rule (whether of the State
of New York or any other  jurisdiction) that would cause the application of laws
of any jurisdiction other than those of the State of New York; provided that (i)
all  matters  with  respect to the  Chapter 11 Case shall be  governed by the US
Bankruptcy  Code and the US Bankruptcy  Rules,  (ii) all matters with respect to
the Moratorium  Petition and related  proceedings shall be governed by the Dutch
Bankruptcy  Code and  (iii) all  matters  with  respect  to the  conduct  of the
Shareholders  Meeting, the issuance and/or reduction of share capital in UPC and
other  matters  relating to the internal  governance of UPC shall be governed by
applicable Dutch company Laws.

     Section 12.10  Submission to Jurisdiction.  Any suit,  action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection  with,  this  Agreement,   the   Restructuring  or  the  transactions
contemplated  hereby and thereby  shall be brought in any federal or state court
located in the County and State of New York or in the District  Court sitting in
the Municipality of Amsterdam,  The Netherlands,  and each of the parties hereto
hereby  consents to the  jurisdiction  of such  courts  (and of the  appropriate
appellate  courts  therefrom)  in  any  such  suit,  action  or  proceeding  and
irrevocably  waives,  to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or  proceeding  in any such  court or that any such suit,  action or  proceeding
brought in any such court has been brought in an inconvenient forum.  Process in
any such suit,  action or proceeding may be served on any party hereto  anywhere
in the world,  whether  within or without  the  jurisdiction  of any such court.
Without  limiting  the  foregoing,  each party agrees that service of process on
such party as provided in Section 12.2 as to giving  notice  hereunder  shall be
deemed effective service of process on such party. Notwithstanding the foregoing
consent to  jurisdiction,  upon the  commencement of the Chapter 11 Case and the
filing of the Moratorium Petition, each of the parties hereto agrees that the US
Bankruptcy Court and the Dutch  Bankruptcy  Court, or such other courts that may
have jurisdiction over the Chapter 11 Case and the Moratorium  Petition,  as the
case may be, shall have exclusive  jurisdiction of all matters arising out of or
in  connection  with this  Agreement,  the  Restructuring  and the  transactions
contemplated hereby and thereby.

     Section 12.11 Remedies.  Except as otherwise  provided herein,  any and all
remedies herein expressly conferred upon a party shall be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party.  No failure or delay on the part of any party hereto in the exercise
of any right  hereunder  shall  impair such right or be construed to be a waiver
of, or acquiescence in, any breach of any representation,  warranty or agreement
herein,  nor shall any single or  partial  exercise  of any such right  preclude
other or further  exercise  thereof or of any other  right.  Each of the parties
hereto agrees that irreparable  damage would occur to each other party hereto in
the event that any of the  provisions  of this  Agreement  were not performed by
such Person in accordance with their specific terms or were otherwise  breached.
It is  accordingly  agreed  that  each  party  hereto  shall be  entitled  to an
injunction or injunctions  to prevent  breaches of this Agreement and to enforce
specifically  the  terms  and  provisions  hereof  in any  court as to which the
parties have agreed to submit to jurisdiction  pursuant to Section 12.10 of this
Agreement, this being in addition to any other remedy to which they are entitled
at law or in equity.  Each party hereto further agrees to waive any  requirement
for the securing or posting of any bond in  connection


                                      -47-

<PAGE>

with  obtaining  any such  injunction  or other  equitable  relief.  All matters
relating  solely to issues of Dutch  bankruptcy  law shall be governed by and be
construed in accordance  with the Dutch  Bankruptcy  Code and all other relevant
Dutch Laws,  except that the company Laws of The Netherlands  shall apply to all
matters relating to issues of general corporate law.

     Section 12.12 Waiver of Jury Trial.  EACH PARTY HERETO  HEREBY  IRREVOCABLY
WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM
(WHETHER  BASED ON CONTRACT,  TORT OR  OTHERWISE)  ARISING OUT OF OR RELATING TO
THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY OR THE ACTIONS OF ANY
OTHER  PARTY  HERETO  IN  THE  NEGOTIATION,   ADMINISTRATION,   PERFORMANCE  AND
ENFORCEMENT OF THIS AGREEMENT.

     Section 12.13 Consideration.  It is acknowledged by the parties hereto that
no consideration  shall be due or paid to any  Participating  Noteholder for its
agreement  to vote to accept  the Plan and the  Akkoord in  accordance  with the
terms and conditions of this  Agreement,  other than UPC's  agreement to use its
reasonable  best  efforts  to  obtain  approval  of  the  Disclosure  Statement,
acceptance of the Akkoord and  confirmation  of the Plan in accordance  with the
terms and conditions of this Agreement.

     Section  12.14   Acknowledgment   of  Risks.   Each  of  the  Participating
Noteholders  has received and reviewed  this  Agreement and believes that it has
received "adequate information" with respect to its decision to vote in favor of
the Plan,  as such term is defined in 11 U.S.C.  ss.  1125(a),  and the Akkoord,
subject however to approval by a US Bankruptcy  Court of a disclosure  statement
under Section 1125 that contains  information not materially  different from the
information provided to the Participating  Noteholders.  This Section 12.14 does
not waive whatever  rights a  Participating  Noteholders may have under Sections
1125-26 of the US Bankruptcy Code.

     Section 12.15 Action by Participating Noteholders.  Whenever this Agreement
specifies that any action  hereunder  shall be taken or any consent or waiver be
given by the Participating Noteholders,  unless otherwise specified, such action
shall  be taken or such  consent  or  waiver  shall  be given if  approved  by a
Majority-in-Interest of the Participating Noteholders;  provided,  however, that
no action may be taken or consent or waiver  given  without  the consent of each
Participating Noteholder where such action, consent or waiver would increase the
obligations of any  Participating  Noteholder under this Agreement or reduce the
percentage  of the Base Number of Shares to be offered to the holders of the UPC
Notes (other than the UGC Group) as set forth in Section 2.1(d).



                [Remainder of this page intentionally left blank]


                                      -48-


<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.




                                     UNITED PAN-EUROPE COMMUNICATIONS N.V.



                                     By: /s/ CHARLES H.R. BRACKEN
                                        -----------------------------------
                                        Name:  Charles H.R. Bracken
                                        Title: Chief Financial Officer and
                                               Member of the Board of Management



                                     By: /s/ ANTON A.M. TUIJTEN
                                        -----------------------------------
                                        Name:  Anton A.M. Tuijten
                                        Title: General Counsel and Member
                                               of the Board of Management


<PAGE>


                                     NEW UPC, INC.



                                     By: /s/ MICHAEL T. FRIES
                                        -----------------------------------
                                        Name:  Michael T. Fries
                                        Title:  President






                                     UNITEDGLOBALCOM, INC.



                                     By: /s/ MICHAEL T. FRIES
                                        -----------------------------------
                                        Name:  Michael T. Fries
                                        Title: President and Chief Operating
                                                 Officer





                                     UGC HOLDINGS, INC.



                                     By: /s/ MICHAEL T. FRIES
                                        -----------------------------------
                                        Name:  Michael T. Fries
                                        Title: President and Chief Operating
                                                 Officer





                                     UNITED EUROPE, INC.



                                     By: /s/ MICHAEL T. FRIES
                                        -----------------------------------
                                        Name:  Michael T. Fries
                                        Title: President





                                     UNITED UPC BONDS, LLC



                                     By: /s/ MICHAEL T. FRIES
                                        -----------------------------------
                                        Name:  Michael T. Fries
                                        Title:  Authorized Signatory



<PAGE>


                                     APOLLO INVESTMENT FUND IV, L.P.
                                       By APOLLO MANAGEMENT IV, L.P.



                                     By: /s/ MIKE WEINER
                                        -----------------------------------
                                        Name:  Mike Weiner
                                        Title: Vice President





                                     APOLLO OVERSEAS PARTNERS IV, L.P.
                                       By APOLLO MANAGEMENT IV, L.P.



                                     By: /s/ MIKE WEINER
                                        -----------------------------------
                                        Name:  Mike Weiner
                                        Title: Vice President


<PAGE>


                                     ARES LEVERAGED INVESTMENT FUND, L.P.
                                       By ARES MANAGEMENT, L.P.



                                     By: /s/ SETH J. BRUFSKY
                                        -----------------------------------
                                        Name:  Seth J. Brufsky
                                        Title: Vice President





                                     ARES LEVERAGED INVESTMENT FUND II, L.P.
                                       By ARES MANAGEMENT II, L.P.



                                     By: /s/ SETH J. BRUFSKY
                                        -----------------------------------
                                        Name:  Seth J. Brufsky
                                        Title: Vice President





                                     ARES III CLO LTD.
                                       By ARES CLO MANAGEMENT LLC



                                     By: /s/ SETH J. BRUFSKY
                                        -----------------------------------
                                        Name:  Seth J. Brufsky
                                        Title: Vice President





                                      ARES IV CLO LTD
                                        By ARES CLO MANAGEMENT IV, L.P.
                                        By ARES CLO GP IV, LLC



                                      By: /s/ SETH J. BRUFSKY
                                         -----------------------------------
                                         Name:  Seth J. Brufsky
                                         Title: Vice President


<PAGE>



                                      MACKAY SHIELDS LLC



                                      By: /s/ DONALD E. MORGAN III
                                         -----------------------------------
                                         Name:  Donald E. Morgan III
                                         Title: Managing Director



<PAGE>




                                      SALOMON BROTHERS ASSET MANAGEMENT



                                      By: /s/ PETER WILBY
                                         -----------------------------------
                                         Name:  Peter Wilby
                                         Title: Managing Director



<PAGE>




                                      EVEREST CAPITAL LIMITED
                                        as General Partner/Investment Manager
                                        for Certain Managed Accounts



                                      By: /s/ MALCOLM STOTT
                                         -----------------------------------
                                         Name:  Malcolm Stott
                                         Title: Chief Operating Officer


                                      By: /s/ ERIC GRAHAM
                                         -----------------------------------
                                         Name:  Eric Graham
                                         Title: Principal




<PAGE>



                                      CAPITAL RESEARCH AND MANAGEMENT
                                        COMPANY on behalf of Fundamental
                                        Investors, Inc.



                                      By: /s/ PAUL G. HAAGA, JR.
                                         -----------------------------------
                                         Name:  Paul G. Haaga, Jr.
                                         Title: Executive Vice President




<PAGE>





                                                                        Annex A
                                                                        -------
                                                       Participating Noteholders



         I.       MacKay Shields LLC
                  9 West 57th Street
                  New York, NY 10019
                  Attention: Ben Renshaw
                  Research

         II.      Apollo Management, LP
                  1999 Avenue of the Stars,
                  Suite 1900
                  Los Angeles, CA  90402
                  Attention: Steve Martinez

         III.     Capital Research & Management Co.
                  11100 Santa Monica Blvd.
                  Los Angeles, CA  90025
                  Attention: Marc Linden

         IV.      Everest Capital
                  2601 S. Bayshore Drive
                  Miami, FL  33133
                  Attention: John Malloy
                  Managing Director

         V.       Salomon Brothers Asset Management
                  388 Greenwich Street, Floor 8
                  New York, N.Y. 10013
                  Attention: Ross Margolies
                  Managing Director



                                      A-1


<PAGE>



                                                                        Annex B
                                                                        -------
                                                UPC Notes Owned by the UGC Group



<TABLE>

---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                       Principal Amount
                                                                            Principal Amount             At Maturity
                                                                             (Senior Notes)        (Senior Discount Notes)
                                                                             --------------        ----------------------
   <S>                                                                     <C>                     <C>
   UPC Senior Notes:
     UPC 10 7/8% Senior Notes due August 1, 2009                                $241,181,000
     UPC 10 7/8% Senior Notes due August 1, 2009 - Euro                    (euro) 69,870,000
     UPC 10 7/8% Senior Notes due November 1, 2007                               $56,142,000
     UPC 10 7/8% Senior Notes due November 1, 2007 - Euro                  (euro) 31,315,000
     UPC 11 1/4% Senior Notes due November 1, 2009                              $125,305,000
     UPC 11 1/4% Senior Notes due November 1, 2009 - Euro                  (euro) 31,734,000
     UPC 11 1/2% Senior Notes due February 1, 2010                               $83,649,000
     UPC 11 1/4% Senior Notes due February 1, 2010                              $209,967,000
     UPC 11 1/4% Senior Notes due February 1, 2010 - Euro                  (euro) 63,528,000

   UPC Senior Discount Notes:
     UPC 12 1/2% Senior Discount Notes due August 1, 2009                                                   $235,200,000
     UPC 13 3/8% Senior Discount Notes due November 1, 2009                                                 $149,795,000
     UPC 13 3/8% Senior Discount Notes due November 1, 2009 - Euro                                     (euro) 66,656,000
     UPC 13 3/4% Senior Discount Notes due February 1, 2010                                                 $334,094,000
-------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                      B-1

<PAGE>



                                                                        Annex C
                                                                        -------
                                                          UPC Notes Owned by UPC


<TABLE>


-------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                       Principal Amount
                                                                            Principal Amount             At Maturity
                                                                            (Senior Notes)         (Senior Discount Notes)
                                                                           -----------------       -----------------------
   <S>                                                                     <C>                     <C>
   UPC Senior Notes:
     UPC 10 7/8% Senior Notes due August 1, 2009                                 $38,335,000
     UPC 10 7/8% Senior Notes due August 1, 2009 - Euro                     (euro)86,943,000
     UPC 10 7/8% Senior Notes due November 1, 2007                               $30,091,000
     UPC 10 7/8% Senior Notes due November 1, 2007 - Euro                   (euro)30,834,000
     UPC 11 1/4% Senior Notes due November 1, 2009                               $12,510,000
     UPC 11 1/4% Senior Notes due November 1, 2009 - Euro                   (euro)30,873,000
     UPC 11 1/2% Senior Notes due February 1, 2010                               $70,504,000
     UPC 11 1/4% Senior Notes due February 1, 2010                               $31,550,000
     UPC 11 1/4% Senior Notes due February 1, 2010 - Euro                   (euro)53,480,000

   UPC Senior Discount Notes:
     UPC 13 3/8% Senior Discount Notes due November 1, 2009                                                   $2,000,000
     UPC 13 3/8% Senior Discount Notes due November 1, 2009 - Euro                                       (euro)6,000,000
     UPC 13 3/4% Senior Discount Notes due February 1, 2010                                                  $16,300,000
-------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                      C-1
<PAGE>


                                                                        Annex D
                                                                        -------
                             Post-Restructuring Equity Capitalization of New UPC






Outstanding shares of New UPC
Common Stock ($.01 par value per share):

    Base Number of Shares:
    ---------------------

    Shares Issued in exchange for Belmarken Notes and
      UPC Notes owned by UGC Group on date of Agreement           32,750,000(1)

    Shares issued in exchange for UPC Notes (other than
      UPC Notes owned by the UGC Group on the date
      of Agreement)                                               16,250,000

    Shares issued in exchange for UPC Priority Shares, UPC
      Ordinary Shares A, UPC Preference Shares A                   1,000,000
                                                                 -----------


    Total Base Number of Shares                                   50,000,000(2)
                                                                 ===========

    Effective Date Equity Investment:
    --------------------------------


     (euro)100  million worth of shares of New UPC Common Stock issued
     at the per share price  implied by the Plan reduced on a euro for
     euro

------------------------
(1) Assumes all UPC Notes are exchanged pursuant to Plan Option 1/Dutch Exchange
Offer  Option.  If Plan Option 2 applies to any UPC Notes,  the excess number of
shares of New UPC Common Stock that would have been issued and  exchanged  under
Plan Option 1 for those UPC Notes shall not be issued or exchanged.

(2) For illustrative purposes only, the number of shares of New UPC Common Stock
to be issued as the "Base  Number of Shares" has been  assumed to be  50,000,000
shares for  purposes of this  Schedule D. Any changes to the number of shares of
New UPC Common  Stock to be issued as the "Base  Number of  Shares"  will not be
effected unless they result in the same  proportional  capitalization of New UPC
immediately after giving effect to the Restructuring.




                                      D-1


<PAGE>


     basis  based on (1) the net  proceeds  of any assets  sold by UPC
     prior  to the  Effective  Date,  other  than  assets  sold in the
     ordinary course of UPC's business in a manner consistent with its
     past  practices,  or (2) the net proceeds  from any  non-dilutive
     capital  raised by UPC (other than  capital  received by UPC from
     UGC.

Management Incentive Plan:
-------------------------

     The Plan will provide that, at the  discretion of New UPC's board
     of  directors,  options  with  respect  to no more  than five (5)
     percent of New UPC's common equity outstanding  immediately after
     the  Effective  Date,  on a  fully-diluted  basis,  can be issued
     during the period  beginning on the Effective Date and continuing
     until the third  anniversary  of the  Effective  Date to  certain
     members of New UPC's and its  Subsidiaries'  management and other
     employees  pursuant to compensation  arrangements  adopted by New
     UPC's  board  of  directors  (any  options  issuable  under  such
     compensation  arrangements  on the  Effective  Date shall have an
     exercise  price no less than the share price  implied by the Plan
     and as  set  forth  in  the  Disclosure  Statement).  Any  shares
     reserved for issuance under the  management  incentive plan shall
     be in addition to the Base Number of Shares.


                                 D-2


<PAGE>

                                                                        Annex E
                                                                        -------
                                          Material Litigation Claims Against UPC


1.   In Re. Initial Public Offering Securities Litigation, Master File No. 21 MC
     92 (SAS) United  States  District  Court for the  Southern  District of New
     York. United States of America

2.   George H. Billings, Douglas Allen, Matthew Allen, Alvin Allen et al. Versus
     United Pan-Europe  Communications NV, case number 1317/50048173,  Rechtbank
     te Amsterdam,  Tweede Enkelvoudige Kamer Rolnummr 2002/1083 (Referred to as
     the Cignal Litigation).

3.   InterComm  Holdings  L.L.C.,  InterComm  France CVOHA,  InterComm France II
     CVOHA and Reflex Participations versus United Pan-Europe Communications NV,
     Belmarken  Holding BV and UPC France Holding BV,  International  Chamber of
     Commerce, Court of Arbitration, Paris France.



                                      E-1


<PAGE>


                                                                        Annex F
                                                                        -------
                                                     Outstanding Material Rights
                           Options and Warrants to Acquire UPC Ordinary Shares A

                          UPC STOCK OPTION PLAN SUMMARY
                            FROM 1/1/1995 TO 9/9/2002


--------------------------------------------------------------------------------
S T O C K   O P T I O N    S H A R E S
--------------------------------------------------------------------------------
                                           SHARES                EURO
--------------------------------------------------------------------------------
GRANTS                                   43,852,497   (euro) 360,333,208
--------------------------------------------------------------------------------
EXERCISES                               -16,024,733    -(euro)28,980,337
--------------------------------------------------------------------------------
CANCELLATIONS                            -5,888,685    -(euro)82,905,875
--------------------------------------------------------------------------------
TOTAL OUTSTANDING                        21,939,079   (euro) 248,446,996
--------------------------------------------------------------------------------

Prices range from(euro)1.0000 to(euro)75.0000, with an Average of(euro)11.3244
Expiration Dates range from 18/3/2003 to 15/2/2007

                         UPC PHANTOM STOCK OPTIONS PLAN SUMMARY
                            FROM 1/1/1995 TO 9/9/2002


--------------------------------------------------------------------------------
S T O C K   O P T I O N    S H A R E S
--------------------------------------------------------------------------------
                                           SHARES                EURO
--------------------------------------------------------------------------------
GRANTS                                    7,343,391    (euro) 25,695,745
--------------------------------------------------------------------------------
EXERCISES                                -1,568,469     -(euro)3,098,314
--------------------------------------------------------------------------------
CANCELLATIONS                            -2,734,766     -(euro)6,801,079
--------------------------------------------------------------------------------
TOTAL OUTSTANDING                         3,040,156    (euro) 15,796,352
--------------------------------------------------------------------------------

Prices range from(euro)1.8151 to(euro)28.6700, with an Average of(euro)5.1959
Expiration Dates range from 3/18/2008 to 4/4/2010



$1,225,000,000 (principal amount at maturity) of Belmarken Notes
Option Agreement, dated as of November 5, 1998, between UPC and DIC
Communication and Technology Ltc. And PEC Israel Economic Corporation.


                                      F-1


<PAGE>


CHELLO PHANTOM STOCK OPTIONS PLAN SUMMARY
                            FROM 1/1/1995 TO 9/9/2002

--------------------------------------------------------------------------------
S T O C K   O P T I O N    S H A R E S
--------------------------------------------------------------------------------
                                           SHARES                EURO
--------------------------------------------------------------------------------
GRANTS                                    3,181,776    (euro) 37,448,553
--------------------------------------------------------------------------------
EXERCISES                                -1,016,866     -(euro)7,845,603
--------------------------------------------------------------------------------
CANCELLATIONS                            -1,120,762    -(euro)21,339,297
--------------------------------------------------------------------------------
TOTAL OUTSTANDING                         1,044,148     (euro) 8,263,653
--------------------------------------------------------------------------------

Prices range from(euro)4.3100 to(euro)50.0000, with an Average of(euro)7.9143
Expiration Dates range from 6/15/2008 to 10/19/2010



                        CHELLO STOCK OPTION PLAN SUMMARY
                            FROM 1/1/1995 TO 9/9/2002

--------------------------------------------------------------------------------
S T O C K   O P T I O N    S H A R E S
--------------------------------------------------------------------------------
                                           SHARES                EURO
--------------------------------------------------------------------------------
GRANTS                                      550,000     (euro) 4,991,580
--------------------------------------------------------------------------------
EXERCISES                                   -88,541       -(euro)803,563
--------------------------------------------------------------------------------
CANCELLATIONS                                     0             (euro) 0
--------------------------------------------------------------------------------
TOTAL OUTSTANDING                           461,459     (euro) 4,188,017
--------------------------------------------------------------------------------

Prices range from(euro)9.0756 to(euro)9.0756, with an Average of(euro)9.0756
Expiration Dates range from 3/26/2004 to 3/26/2004


                                      F-2


<PAGE>



                                                                        Annex G
                                                                        -------
                                                          Capitalization of UPC





                                                                      As of
                                                                     June 30,
                                                                       2002
                                                                    -----------


Non-restricted cash and cash equivalents.........................      382,775
Short term debt
    Germany......................................................       80,089
    Poland.......................................................       10,120
    Priority Telecom ............................................          653
                                                                    ----------
   Total Short term debt.........................................       90,862
Current portion of long term debt and long term debt.............
    July 1999 Notes..............................................    1,561,479
    October 1999 Notes...........................................    1,044,848
    January 2000 Notes...........................................    1,655,372
    UPC Distribution Bank Facility...............................    3,126,669
    Exchangeable Loan............................................      925,061
    @Entertainment Notes.........................................      370,760
    DIC Loan.....................................................       54,100
    Other........................................................       78,006
                                                                    ----------
    Total current portion of long term debt and long term debt...    8,816,295
Minority interest in subsidiaries................................      148,365
Convertible Preferred Stock......................................    1,574,253
Shareholders' deficit............................................   (4,316,764)
                                                                    ----------
Total capitalization.............................................    6,695,786
                                                                    ==========



                                      G-1
<PAGE>


                                                                       Annex H
                                                                       -------
                                                 UGC Group Claims and Interests

235,452,209 UPC Ordinary Shares A

        300 UPC Priority Shares

      2,500 UPC Preference Shares A



Warrant to purchase 1,213,898 UPC Ordinary Shares A at (euro)42.546 per share.


$1,225,000,000 (principal amount at maturity) of Belmarken Notes




Amounts owing under that certain Management Services Agreement, made and entered
January,  1999,  by and  between  UPC  and  UGC  Holdings,  Inc.  (f/k/a  United
International   Holdings,   Inc.),  a  Delaware   corporation  ("UGC  Holdings")
($600,000.00 as of July 31, 2002).


Amounts owing under that certain Master Seconded  Employee  Services  Agreement,
dated January,  1999, between UGC Holdings and UPC ($3,189,085.93 as of July 31,
2002).


<TABLE>
<CAPTION>
UPC Notes

-------------------------------------------------------------------------------------------------------------------------

                                                                         Principal               Principal Amount
                                                                         Amount                  At Maturity
                                                                       (Senior Notes)          (Senior Discount Notes)
                                                                       --------------          ----------------------
<S>                                                                 <C>                      <C>
UPC Senior Notes:

UPC 10 7/8% Senior Notes due August 1, 2009                              $241,181,000
UPC 10 7/8% Senior Notes due August 1, 2009 - Euro                  (euro) 69,870,000
UPC 10 7/8% Senior Notes due November 1, 2007                            $56,142,000
UPC 10 7/8% Senior Notes due November 1, 2007 - Euro                (euro) 31,315,000

</TABLE>

                                      H-1

<PAGE>

<TABLE>
<CAPTION>

                                                                         Principal               Principal Amount
                                                                         Amount                  At Maturity
                                                                       (Senior Notes)          (Senior Discount Notes)
                                                                       --------------          ----------------------
<S>                                                                 <C>                      <C>

UPC 11 1/4% Senior Notes due November 1, 2009                            $125,305,000
UPC 11 1/4% Senior Notes due November 1, 2009 - Euro                (euro) 31,734,000
UPC 11 1/2% Senior Notes due February 1, 2010                             $83,649,000
UPC 11 1/4% Senior Notes due February 1, 2010                            $209,967,000
UPC 11 1/4% Senior Notes due February 1, 2010 - Euro                (euro) 63,528,000

UPC Senior Discount Notes:
UPC 12 1/2% Senior Discount Notes due August 1, 2009                                             $235,200,000
UPC 13 3/8% Senior Discount Notes due November 1, 2009                                           $149,795,000
UPC 13 3/8% Senior Discount Notes due November 1, 2009 - Euro                               (euro) 66,656,000
UPC 13 3/4% Senior Discount Notes due February 1, 2010                                           $334,094,000
-------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                      H-2