MEMORANDUM OF UNDERSTANDING

         MEMORANDUM  OF  UNDERSTANDING,  dated  as of  February  1,  2002  (this
"Memorandum"), by and among United Pan-Europe Communications N.V., a corporation
organized under the laws of The Netherlands  ("UPC"),  UnitedGlobalCom,  Inc., a
corporation  organized  under the laws of the  State of  Delaware  ("UGC"),  UGC
Holdings,  Inc., a corporation organized under the laws of the State of Delaware
and a subsidiary of UGC ("UGC Holdings").  UGC and its subsidiaries are referred
to as the "UGC Group".

         The parties have  determined that it is in the best interest of UGC and
UPC to effect a  restructuring  of the  capital  structure  of UPC  through  the
conversion  into UPC  ordinary  shares  of all or a  substantial  amount  of its
outstanding  public senior notes and senior  discount notes ("UPC Notes").  This
Memorandum  is intended to evidence the mutual  intent of the UGC Group,  on the
one hand,  and UPC,  on the  other  hand,  to  promptly  devise a  restructuring
transaction taking into account the matters set forth in this Memorandum.

         1.  Conversion to Equity.  The UGC Group agrees in principle to convert
the 6%  Guaranteed  Discount  Notes  due 2007 of  Belmarken  Holding  B.V.  (the
"Belmarken  Notes")  into  UPC  ordinary  shares  as part  of the  restructuring
transaction.  Holders of UPC Notes will be given the opportunity to exchange the
UPC Notes  for UPC  ordinary  shares in  proportions  to be  established  by the
parties and through  negotiation  with holders of UPC Notes.  The UGC Group will
exchange  UPC  Notes  owned  by it in  the  exchange  offer.  Holders  of  UPC's
outstanding  Series 1 Preference Shares A (the "UPC Preference  Shares") will be
given the  opportunity  to exchange the UPC  Preference  Shares for UPC ordinary
shares in proportions  to be established by the parties and through  negotiation
with  holders  of UPC  Preference  Shares.  The  UGC  Group  will  exchange  UPC
Preference Shares owned by it in the exchange offer.

         2.  Conditions.   The  restructuring   will  be  subject  to  customary
commercial   conditions   and  to  (a)   establishing   a   structure   for  the
recapitalization that minimizes the effect of Dutch and U.S. taxes incurred as a
result  of the  restructuring  transaction,  (b)  confirmation  by the  required
lenders under the existing  senior secured credit  facility of UPC  Distribution
B.V.  (the  "Senior  Secured  Credit   Facility")  that,  as  a  result  of  the
consummation  of the financial  restructuring  of UPC and its  subsidiaries,  no
defaults or events of default  will be existing  thereunder,  (c) the receipt of
tenders of 95% of all UPC Notes  outstanding  in the exchange  offer for the UPC
Notes  contemplated  in Section 1; and (d) agreement by the parties to the terms
and  conditions  of the exchange  offers for the UPC Notes,  the UPC  Preference
Shares and the Belmarken Notes and to the treatment of UPC common equityholders.
The parties agree to promptly  work with their  advisors to determine an optimal
tax  structure  and  establish  the  relative  economic  terms to be proposed to
holders  of UPC  Notes  and  the  UPC  Preference  Shares  in the  restructuring
transaction.

         3. Waiver. Pending such satisfactory resolution,  UGC agrees, as holder
of the Belmarken  Notes,  that it will waive any default  arising as a result of
the  failure  of UPC to pay  interest  on UPC Notes on or after the date of this
Memorandum and prior to the expiration of the waiver.  The waiver will expire on
the earlier of (a) 90 days after the date of this letter,  (b) the expiration of
the time  period for the waiver of any default  given by the  lenders  under the
Senior

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Secured Credit  Facility;  (c) such time as the lenders under the Senior Secured
Credit Facility  accelerate the  indebtedness  thereunder,  (d) such time as any
indebtedness  under the UPC Notes is accelerated,  and (e) the conversion of the
Belmarken Notes into UPC ordinary shares in accordance with the terms hereof.

         4.  Definitive  Documentation.  This  Memorandum  is  a  memorandum  of
understanding  only and shall not be deemed to be  self-executory.  The  parties
intend to negotiate mutually  acceptable  definitive  transaction  documentation
giving effect to the terms of this Memorandum (the "Definitive  Documents"),  to
be bound only when those  documents  are  signed,  and that no  liability  shall
accrue to any party hereto except in accordance  with the terms of, and upon the
execution and delivery of, the Definitive Documents.

         In connection with the negotiation of the Definitive Documents, each of
the parties hereto will promptly enter into negotiations with the holders of the
UPC Notes, the holders of the UPC Preference Shares and such other third parties
as are necessary to the  consummation of the transactions  contemplated  hereby,
with respect to the terms of the  transactions  contemplated  hereby,  and shall
cooperate with the other parties hereto with respect to the  consummation of the
such transactions.

         5. Publicity.  Each Of UPC and UGC will confer with the others prior to
making any public announcement of this Memorandum or the transactions. Except as
required  by  applicable  law,  rule or  regulation  (including  the  rules  and
regulations  of any applicable  stock  exchange) or as is necessary to implement
the transactions,  no party hereto shall make any disclosure with respect to the
transactions described above or the status of the negotiations of the Definitive
Documents without the express written consent of the other parties hereto.

         6.  Applicable  Law,  Etc.  This  Memorandum  will be  governed  by and
construed in accordance with the laws of the State of New York without reference
to the conflicts of law rules of that jurisdiction.



                            [Signature Page Follows]

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         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 Bracken
                                           -------------------------------------
                                           Name:   Charles Bracken
                                           Title:  Board of Management Member
                                                    and CFO



                                        By: /s/Anton A.M. Tuijten
                                           -------------------------------------
                                           Name:   Anton A.M. Tuijten
                                           Title:  Senior Vice President
                                                    and General Counsel



                                        UNITEDGLOBALCOM, INC.



                                        By: /s/Frederick G. Westerman, III
                                           -------------------------------------
                                           Name:   Frederick G. Westerman, III
                                           Title:  Chief Financial Officer



                                        UGC HOLDINGS, INC.



                                        By: /s/Frederick G. Westerman, III
                                           -------------------------------------
                                           Name:   Frederick G. Westerman, III
                                           Title:  Chief Financial Officer

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