PRESS RELEASE

      UPC SIGNS AGREEMENT IN PRINCIPLE WITH KEY STAKEHOLDER UNITEDGLOBALCOM
                       TO RECAPITALISE UPC'S BALANCE SHEET

o        Reaffirmation of UnitedGlobalCom's commitment to UPC


o        New structure will result in an appropriately capitalised UPC


o        Business as usual for UPC's operating companies, customers, business
         partners and employees


o        Proposal to convert all debt at UPC NV and Belmarken<F1> into ordinary
         shares


o        Existing equity holders to be substantially diluted


o        UPC is confident banks will be supportive of the restructuring process


o        Discussions with group of major third party bondholders commenced


Amsterdam, February 1, 2002 -- United Pan-Europe Communications N.V. ("UPC")
announces today that it has signed a Memorandum Of Understanding ("MOU") with
its largest shareholder and creditor UnitedGlobalCom ("UGC"), in which Liberty
Media Corporation ("Liberty Media") has a 72% economic interest, regarding a
series of potential transactions which it is expected will result in a
substantial reduction of UPC's existing indebtedness.

Upon completion of the proposed recapitalisation it is expected that
approximately EUR 6.0 billion<F2> accreted value of debt and EUR 1.5 billion of
the convertible preference share issue shall have been converted into new equity
of UPC.

UPC's operating companies continue to perform strongly. The proposed
recapitalisation is expected to address UPC's financial leverage primarily at
the corporate level.

Pursuant to the terms of the MOU signed with UGC, UGC has agreed in principle to
convert approximately EUR 2.6 billion of debt and EUR 0.3 billion of convertible
preference shares into new UPC ordinary shares as part of the recapitalisation.
UGC acquired its EUR 2.6 billion of UPC debt securities, which includes the EUR
1.0 billion Exchangeable Loan held at Belmarken Holding B.V. ("Belmarken"<F1>)
and EUR 1.6 billion<F2> accreted value of UPC public debt ("UPC Notes"), as a
result of the recently completed transaction with Liberty.

In connection with the proposed recapitalisation, UPC does not intend today to
make the net interest payment of EUR 113 million due today on its outstanding 10
7/8% Senior Notes, 11 1/4% Senior Notes and 11 1/2% Senior Notes. Under the
terms of the notes, UPC has until March 3rd, 2002 to cure the non-payment.

--------------------------------
<F1>Subsidiary of UPC NV and issuer of Exchangeable Loan
<F2>USD : EUR exchange rate as of year-end 2001 of 0.8895
<PAGE>
UPC is in discussions with an ad hoc group of its senior bank lenders under its
primary bank facilities, who intend to form a co-ordinating committee and seek
the consent of the broader bank group to a waiver in connection with the default
under the bank credit agreement, that would occur in the event that UPC fails to
make the interest payment by the expiration of the grace period on March 3rd
2002.

UPC also announces that it has commenced discussions with the remaining holders
of UPC Notes ("Noteholders"). A group of these Noteholders, who collectively
hold approximately EUR 1.7 billion face value of UPC Notes, have formed a
committee which has retained a professional adviser to assist it in negotiating
the terms of the proposed recapitalisation.

UGC's commitment to effect the recapitalisation is subject to certain
conditions. These include agreement on the final ownership of UPC ordinary
shares among UGC, the Noteholders and convertible preference shareholders,
receipt of sufficient tenders from Noteholders and a favourable tax structure.

Operationally, UPC enjoyed a strong fourth quarter performance and is able to
confirm past market financial guidance for the year ended December 31, 2001,
namely revenue at UPC Distribution of EUR 1.2 billion; consolidated Adjusted
EBITDA<F3> of approximately EUR (185) - (195) million and consolidated capital
expenditure within EUR 950 million.

UPC has now completed the strategic review process it announced on November 14th
2001 and the proposed balance sheet recapitalisation announced today reflects
the conclusions of that review. Whilst UPC's strategy continues to reflect its
vision of providing triple play services (of television, telephony and internet)
on a pan-European basis to its customer base, UPC's plans will now focus on a
higher gross margin services and less on unit growth.

Consistent with the changes to the business model, UPC is well underway to reset
its cost base and the final results for the year-ended December 31st, 2001 will
reflect a one time restructuring charge in this regard. UPC is also in the
process of reviewing the carrying value of goodwill relating to past
acquisitions in its balance sheet and the year-end results will also make
provision for write-offs required in this regard.

At December 31st, 2001 the UPC Group had a consolidated cash balance of over EUR
850 million, virtually all of which resides at its operating subsidiaries and is
sufficient to fund these businesses for the foreseeable future.

UPC will be suspending further market guidance on its financial and operational
performance as it proceeds with the recapitalisation process.

John Riordan CEO of UPC said:

"UGC has today reaffirmed its support for UPC. We are now in discussions, as
part of a controlled process, with our other key constituencies to effect the
recapitalisation of UPC's balance sheet at the earliest opportunity. We are
confident that our banks will continue to be supportive during the process."

"Operationally for our customers, business partners, suppliers and employees it
is business as usual. Our fourth quarter performance was strong. UPC will emerge
from this process with a significantly improved balance sheet and the ability
and resources to implement its strategy of providing triple play services to our
customers on a pan European basis."

--------------------------------
<F3> Adjusted EBITDA represents earnings before interest, tax, depreciation,
amortisation, stock based compensation, restructing and impairment charges
<PAGE>
Gene Schneider, Chairman and CEO of UGC said:

"Having now completed our own transaction with Liberty Media, as announced on
January 30th 2002, in which Liberty Media has taken an 72% economic interest in
UGC, as well as our own balance sheet restructuring, we are delighted to have
reached agreement in principle today with UPC on a proposed recapitalisation of
UPC's balance sheet that will see our various interests in UPC's capital
structure converted into equity alongside other stakeholders."

UPC has retained Lazard and JP Morgan Chase to assist the company in
implementing its proposed recapitalisation.

United Pan-Europe Communications N.V. (UPC) is one the leading broadband
communications and entertainment companies in Europe. With headquarters in
Amsterdam, it is active in 17 countries and Israel. Through its broadband
networks, UPC provides television, Internet access, telephony and programming
services. UPC completed an IPO in February 1999 and its shares are traded on
Euronext Amsterdam Exchange (UPC) and NASDAQ (UPCOY). UPC is a consolidated
subsidiary of UnitedGlobalCom, Inc. (NASDAQ: UCOMA).

A registration statement relating to the ordinary shares of UPC to be offered
in the proposed exchange offer has not been filed with the United States
Securities and Exchange Commission. These ordinary shares may not be exchanged
or sold, nor may offers to exchange or may offers to buy be accepted prior to
the time a registration statement related to these ordinary shares becomes
effective. This press release shall not constitute an offer to exchange, sell,
or the solicitation of an offer to exchange or buy, nor shall there be any
exchange or sale in any state in which such offer, exchange, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities law of any such state or other jurisdiction.

IMPORTANT DATE: The announcement of UPC's results for the three months and year
ending December 31st 2001 will occur on March 27th, 2002

For further information please contact:

Investors                             Press

Claire Appleby                        Bert Holtkamp
Director of Investor Relations        Director of Corporate Communications
+44 (0) 20 7661 3500                  +31 (0) 20 778 9447 or +31 (0) 655 38 0594
Email: ir@upccorp.com                 Email: bholtkamp@upccorp.com

Lazard                                Citigate First Financial
Richard Stables                       Carina Hamaker
+ 44 (0) 20 7588 2721                    + 31 (0) 20 575 40 10
Jim Millstein                         Citigate Dewe Rogerson
+1 212 632 6000                      Toby Moore / Alexandra Scrimgeour
                                         + 44 (0) 207 638 9571
<PAGE>
JP Morgan Chase
Doug McRae
+1 415 371 4352

Andrea Salvato
+ 44 (0) 20 7325 6460