UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------x
In re                                  :              Chapter 11
                                       :
United Pan-Europe Communications N.V., :              Case No. 02-16020 (BRL)
                                       :
                              Debtor.  :
                                       :
---------------------------------------x


                        SECOND AMENDED CHAPTER 11 PLAN OF
                  REORGANIZATION JOINTLY PROPOSED BY UNITED
               PAN-EUROPE COMMUNICATIONS N.V. AND NEW UPC, INC.
               ------------------------------------------------








WHITE & CASE LLP                        SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

Howard S. Beltzer (HSB 5721)            Richard Levin (California State Bar No.
Daniel P. Ginsberg (DPG 5290)           66578)
1155 Avenue of the Americas             Van C. Durrer II (VCD 0689)
New York, New York  10036               300 South Grand Avenue
(212) 819-8200                          Los Angeles, CA  90071
                                        (213) 687-5000
Attorneys for United Pan-Europe
Communications N.V.                     Attorneys for New UPC, Inc.


Dated:  New York, New York
        January 7, 2003


<PAGE>



                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I  DEFINITIONS, INTERPRETATION AND EXHIBITS...........................2

      Section 1.1  Definitions................................................2
      Section 1.2  Rules of Interpretation...................................18
      Section 1.3  Exhibits..................................................18
      Section 1.4  Administrator Consent.....................................18

ARTICLE II  ADMINISTRATIVE AND PRIORITY TAX CLAIMS...........................18

      Section 2.1  Unclassified Claims.......................................18
      Section 2.2  Administrative Claims.....................................18
      Section 2.3  Priority Tax Claims.......................................19

ARTICLE III  CLASSIFICATION OF CLAIMS, EQUITY  INTERESTS AND OLD OTHER EQUITY
            INTERESTS........................................................20

      Section 3.1  Generally.................................................20
      Section 3.2  Classified Claims Against and Equity Interests in UPC.....20
      Section 3.3  Elimination of Classes....................................20

ARTICLE IV  TREATMENT OF CLAIMS, EQUITY INTERESTS  AND OLD OTHER EQUITY
            INTERESTS........................................................21

      Section 4.1  Satisfaction of Claims, Equity Interests and Old
                 Other Equity Interests......................................21
      Section 4.2  No Effect on Section 508 of the U.S. Bankruptcy Code......21
      Section 4.3  Class 1: Miscellaneous Secured Claims.....................21
      Section 4.4  Class 2: Classified Priority Claims.......................21
      Section 4.5  Class 3: Critical Creditor Claims.........................22
      Section 4.6  Class 4: Belmarken Notes Claims...........................22
      Section 4.7  Class 5: UPC Notes Claims and General Unsecured
                 Claims......................................................22
      Section 4.8  Class 6: UPC Preference Shares A..........................23
      Section 4.9  Class 7: UPC Priority Shares..............................23
      Section 4.10  Class 8: UPC Ordinary Shares A...........................24
      Section 4.11  Class 9: Equity Securities Claims........................24
      Section 4.12  Class 10: Old Other Equity Interests.....................24

ARTICLE V  ACCEPTANCE OR REJECTION OF THE PLAN; CRAMDOWN.....................25

      Section 5.1  Unimpaired Classes........................................25
      Section 5.2  Impaired Classes..........................................25
      Section 5.3  Acceptance by Impaired Classes of Claims and Equity
                 Interests...................................................25
      Section 5.4  Cramdown..................................................25

                                      (i)
<PAGE>


                                Table of Contents
                                   (continued)
                                                                            Page


ARTICLE VI  PROVISIONS GOVERNING DISTRIBUTIONS UNDER THE PLAN................26
      Section 6.1  General...................................................26
      Section 6.2  Delivery of Distributions.................................26
      Section 6.3  Disbursing Agent..........................................26
      Section 6.4  Distribution Notification Date............................27
      Section 6.5  Distributions to Holders of Allowed Claims and
                 Allowed Equity Interests....................................27
      Section 6.6  Disputed Distributions....................................28
      Section 6.7  Distributions of Cash.....................................28
      Section 6.8  Failure to Negotiate Checks...............................28
      Section 6.9  Unclaimed Distributions...................................29
      Section 6.10  Limitation on Distribution Rights........................29
      Section 6.11  Fractional Euros.........................................29
      Section 6.12  Fractional Shares........................................29
      Section 6.13  Compliance With Tax Requirements.........................29
      Section 6.14  Documentation Necessary to Release Liens.................30
      Section 6.15  Distributions by Indenture Trustee.......................30
      Section 6.16  Setoffs..................................................30

ARTICLE VII  EXECUTORY CONTRACTS AND UNEXPIRED LEASES; INDEMNIFICATION
            OBLIGATIONS; BENEFIT PROGRAMS....................................30

      Section 7.1  Treatment of Executory Contracts and Unexpired Leases.....30
      Section 7.2  Cure of Defaults for Assumed Contracts and Leases.........31
      Section 7.3  Resolution of Objections to Assumption of Executory
                 Contracts and Unexpired Leases; Cure  Payments..............32
      Section 7.4  Claims for Rejection Damages..............................33
      Section 7.5  Treatment of Rejection Claims.............................33
      Section 7.6  Executory Contracts and Unexpired Leases Entered Into
                 and Other Obligations Incurred After the Petition Date......33
      Section 7.7  Reorganized Debtor's Indemnification Obligations..........33
      Section 7.8  Benefit Programs..........................................33

ARTICLE VIII  RESOLUTION OF DISPUTED CLAIMS..................................34

      Section 8.1  Preservation of Rights....................................
      Section 8.2  Objections to and Resolution of Claims,
                 Administrative Claims, Equity Interests and Old Other
                 Equity Interests............................................34
      Section 8.3  Estimation of Claims......................................34
      Section 8.4  Distributions Withheld For Disputed Unsecured Claims
                 and Equity Interests........................................35
      Section 8.5  Dutch Bankruptcy Case.....................................36

                                      (ii)


<PAGE>


                                Table of Contents
                                   (continued)
                                                                            Page


ARTICLE IX  MEANS FOR IMPLEMENTATION OF THE PLAN.............................36

      Section 9.1  Continued Corporate Existence.............................36
      Section 9.2  Cancellation of Claims, Equity Interests and Old
                 Other Equity Interests......................................36
      Section 9.3  Extraordinary General Meeting.............................37
      Section 9.4  Amendment of Organizational Documents.....................39
      Section 9.5  Corporate Action..........................................39
      Section 9.6  Implementation of the Restructuring Under Dutch Law.......39
      Section 9.7  Contribution of UPC Shares................................39
      Section 9.8  New UPC Common Stock......................................39
      Section 9.9  Offer Memorandum..........................................39
      Section 9.10  Listing of New UPC Common Stock..........................40
      Section 9.11  Transfers Under Plan.....................................40
      Section 9.12  Operations Between the Confirmation Date and the
                 Effective Date..............................................40
      Section 9.13  Revesting of Assets......................................40
      Section 9.14  Approval of Agreements...................................41
      Section 9.15  Incentive Plan...........................................41
      Section 9.16  Stockholders Agreement...................................41
      Section 9.17  New UPC Equity Purchase Rights...........................41
      Section 9.18  UGC Subscription Commitment..............................42
      Section 9.19  Treatment of UPC Owned UPC Notes.........................42
      Section 9.20  Rights of Action.........................................42

ARTICLE X  OPERATION AND MANAGEMENT OF THE REORGANIZED DEBTOR................43

      Section 10.1  Post-Effective Date Operation of Business................43
      Section 10.2  Post-Confirmation Directors and Officers of the
                 Debtor and New UPC..........................................43

ARTICLE XI  CONDITIONS TO CONFIRMATION AND CONSUMMATION OF THE PLAN..........43

      Section 11.1  Conditions Precedent to Confirmation.....................43
      Section 11.2  Conditions Precedent to Consummation.....................43
      Section 11.3  Waiver of Conditions to Consummation.....................45

ARTICLE XII  EFFECTS OF CONFIRMATION.........................................45

      Section 12.1  Discharge................................................45
      Section 12.2  Injunction...............................................46
      Section 12.3  Exculpation..............................................46
      Section 12.4  Releases.................................................48
      Section 12.5  Binding Effect of Plan...................................49
      Section 12.6  Indemnification..........................................49
      Section 12.7  Term of Injunctions or Stays.............................50

                                     (iii)


<PAGE>


                                Table of Contents
                                   (continued)
                                                                            Page


      Section 12.8  Preservation of Insurance................................50
      Section 12.9  Waiver of Subordination Rights...........................50
      Section 12.10  No Successor Liability..................................50

ARTICLE XIII  RETENTION OF JURISDICTION......................................51

      Section 13.1  Continuing Jurisdiction of U.S. Bankruptcy Court.........51
      Section 13.2  Failure of U.S. Bankruptcy Court to Exercise
                 Jurisdiction................................................53

ARTICLE XIV  MISCELLANEOUS PROVISIONS........................................53

      Section 14.1  Revocation or Withdrawal of the Plan.....................53
      Section 14.2  Final Order..............................................54
      Section 14.3  Modification of the Plan.................................54
      Section 14.4  Business Days............................................54
      Section 14.5  Severability.............................................54
      Section 14.6  Governing Law............................................54
      Section 14.7  Dissolution of Committees................................54
      Section 14.8  Payment of Statutory Fees................................55
      Section 14.9  Notices..................................................55
      Section 14.10  Time....................................................55
      Section 14.11  No Attorneys' Fees......................................56
      Section 14.12  No Injunctive Relief....................................56
      Section 14.13  Continued Confidentiality Obligations...................56
      Section 14.14  No Admissions or Waivers................................56
      Section 14.15  Entire Agreement........................................56
      Section 14.16  Waiver..................................................57
      Section 14.17  Bar Date for Professional Claims........................57
      Section 14.18  Compromise of Controversies.............................57


Schedule 1  UPC Notes Schedule

EXHIBIT A   Restructuring Agreement
EXHIBIT B   Amended and Restated UPC Articles of Association

                                      (iv)

<PAGE>


                              INTRODUCTION

     United Pan-Europe  Communications  N.V., a corporation  organized under the
laws of The Netherlands ("UPC" or the "Debtor"),  together with New UPC, Inc., a
newly-formed  company  incorporated under the laws of the State of Delaware that
will  become  a  holding  company  for  the  Debtor  upon  consummation  of  the
Restructuring (as defined herein) and is an integral component of the Plan ("New
UPC"),  hereby jointly propose this second amended plan of reorganization  under
Chapter 11 of the U.S.  Bankruptcy  Code. This Plan, which amends and supersedes
the "First Amended Chapter 11 Plan of Reorganization  Jointly Proposed by United
Pan-Europe Communications N.V. and New UPC, Inc.," dated and filed with the U.S.
Bankruptcy  Court on December  23,  2002,  sets forth a  restructuring  of UPC's
capital  structure through the transfer of shares of common stock in New UPC for
certain  outstanding  debt and equity  securities in UPC. The  restructuring  of
UPC's balance sheet is intended to be implemented in compliance  with applicable
laws,  including  the  applicable  laws of the United  States of America and The
Netherlands.  In order to achieve this objective, the restructuring will consist
of  several  different  elements,  each  of  which  is an  integral  part of the
restructuring and, as such, are non-severable.  In particular, (a) UPC commenced
a moratorium  proceeding in The Netherlands under Dutch law simultaneously  with
the  commencement  of the Chapter 11 Case,  and (b) New UPC shall  commence  the
Dutch Implementing Offer.  Together,  these steps will allow UPC to complete the
contemplated restructuring of its balance sheet.

     Reference is made to the Disclosure  Statement  accompanying the Plan for a
discussion of the Debtor's history, business, results of operations,  historical
financial  information,  properties,  projections  for future  operations,  risk
factors,  a summary and  analysis  of the Plan,  and  certain  related  matters,
including a description of the shares of New UPC Common Stock to be issued under
the  Plan.  The  Debtor  and  New  UPC  are  proponents  of  the  Plan  and  are
participating in this joint Plan within the meaning of the U.S. Bankruptcy Code.

     ALL CREDITORS AND EQUITY  INTEREST  HOLDERS ARE ENCOURAGED TO READ THE PLAN
AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT
THE PLAN.

     SUBJECT TO CERTAIN  RESTRICTIONS AND REQUIREMENTS SET FORTH IN SECTION 1127
OF THE U.S.  BANKRUPTCY  CODE,  U.S.  BANKRUPTCY  RULE 3019 AND IN THE PLAN, THE
DEBTOR AND NEW UPC RESERVE THE RIGHT TO ALTER, AMEND, MODIFY, REVOKE OR WITHDRAW
THE PLAN PRIOR TO ITS SUBSTANTIAL CONSUMMATION.

     Capitalized  terms  herein  shall have the  meanings set forth in Article I
hereof.

     Claims   against,   and  Equity   Interests  in,  the  Debtor  (other  than
Administrative  Claims and  Priority Tax Claims) are  classified  in Article III
hereof and treated in Article IV hereof.


<PAGE>


                                  ARTICLE I

                   DEFINITIONS, INTERPRETATION AND EXHIBITS

     Section  1.1  Definitions.  Unless  the  context  requires  otherwise,  the
following terms shall have the following  meanings whether presented in the Plan
or the Disclosure  Statement with initial capital letters or otherwise.  As used
herein:

     "A-FM"  means  the   Netherlands   Authority  for  the  Financial   Markets
(Autoriteit Financiele Markten).

     "Administrative  Claim"  means a  Claim  for (a)  any  cost or  expense  of
administration  (including,   without  limitation,  the  fees  and  expenses  of
Professionals)  of the Chapter 11 Case asserted or arising  under  Sections 503,
507(a)(1),  507(b) or 1114(e)(2) of the U.S. Bankruptcy Code including,  but not
limited  to (i) any  actual  and  necessary  post-petition  cost or  expense  of
preserving  the Estate or  operating  the  businesses  of the  Debtor,  (ii) any
payment  to be made  under the Plan to cure a default  on an  assumed  executory
contract or unexpired  lease,  (iii) any  post-petition  cost,  indebtedness  or
contractual obligation duly and validly incurred or assumed by the Debtor in the
ordinary  course  of its  businesses,  (iv)  compensation  or  reimbursement  of
expenses of  Professionals  to the extent Allowed by the U.S.  Bankruptcy  Court
under Section 330(a) or Section 331 of the U.S. Bankruptcy Code, (v) all Allowed
Claims that are entitled to be treated as  Administrative  Claims  pursuant to a
Final Order of the U.S.  Bankruptcy  Court  under  Section  546(c)(2)(A)  of the
Bankruptcy  Code, and (vi) the Indenture  Trustee Claims as set forth in Section
2.2(b) of the Plan;  and (b) any fees or  charges  assessed  against  the Estate
under Section 1930 of title 28 of the United States Code.

     "Administrator" means 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.

     "Akkoord" means the draft plan of compulsory composition, consistent in all
material respects with the Restructuring Agreement,  which was filed on December
3, 2002 by UPC with the Dutch  Bankruptcy Court under the Dutch Bankruptcy Code,
as the same may be altered, amended, supplemented or modified from time to time.

     "Allowed"  means any Claim or Equity  Interest or portion thereof (a) as to
which the  liability  of the Debtor and the amount  thereof are agreed to by the
Debtor or Reorganized Debtor and the Holder of the Claim or Equity Interest (but
only to the extent so agreed),  (b) as to which the  liability of the Debtor and
the  amount  thereof  are  determined  by Final  Order  of a court of  competent
jurisdiction,  (c) which has been expressly allowed in a liquidated amount under
the  provisions of the Plan (but only to the extent so allowed),  (d) which is a
Professional Claim for which a fee award amount has been approved by Final Order
of the U.S.  Bankruptcy  Court, (e) which is set forth in the Debtor's books and
records as  liquidated  in amount and not Disputed or  contingent,  (f) proof of
which was filed within the  applicable  period of  limitation  fixed by the U.S.
Bankruptcy Court in accordance with U.S.  Bankruptcy Rule 3003(c) as to which no
objection to the allowance  thereof has been  interposed  within the  applicable
period of  limitation

                                      -2-


<PAGE>


fixed by the Plan,  the U.S.  Bankruptcy  Code, the U.S.  Bankruptcy  Rules or a
Final Order,  or (g) which is, in the case of an Equity  Interest or any portion
thereof only, held of record as set forth in the books and records maintained by
or on behalf of the Debtor as of the Distribution Notification Date.

     "Amended  and  Restated  New UPC  By-Laws"  means the Amended and  Restated
By-Laws of New UPC, a substantially final form of which shall have been Filed on
or before the Document Filing Date.

     "Amended and  Restated  New UPC  Certificate  of  Incorporation"  means the
Amended and Restated  Certificate of  Incorporation  of New UPC, a substantially
final form of which shall have been Filed on or before the Document Filing Date.

     "Amended and Restated  UPC Articles of  Association"  means the Amended and
Restated Articles of Association of UPC, a substantially  final form of which is
annexed as Exhibit "B" to the Plan.

     "Avoidance  Action"  means any and all  Causes of Action  which a  trustee,
debtor in possession,  the Estate or any other appropriate party in interest may
assert under Sections 502, 510,  522(f),  522(h),  542, 543, 544, 545, 547, 548,
549, 550, 551, 553 and 724(a) of the U.S. Bankruptcy Code including the Debtor's
rights  of  setoff,  recoupment,  contribution,  reimbursement,  subrogation  or
indemnity (as those terms are defined by the  non-bankruptcy law of any relevant
jurisdiction) and any other indirect claim of any kind whatsoever,  whenever and
wherever arising or asserted.

     "Belmarken"  means Belmarken Holding B.V., a company with limited liability
organized  under the laws of The  Netherlands  and a wholly-owned  subsidiary of
UPC.

     "Belmarken Loan Agreements" means 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.

     "Belmarken Notes" means the US$1,255.0 million 6% Guaranteed Discount Notes
due 2007,  co-issued by Belmarken and UPC and guaranteed by UPC Internet Holding
B.V.

     "Belmarken Notes Claims" means any Claims of the Holder(s) of the Belmarken
Notes against UPC under the Belmarken Loan Agreements.

     "Belmarken Notes Consideration" has the meaning set forth in Section 4.6(a)
of the Plan.

     "Beneficial  Ownership"  has the meaning  attributed  to such term in Rules
13d-3  and  13d-5  under  the  Exchange  Act (as in  effect  on the  date of the
Restructuring Agreement), whether or not applicable.

                                      -3-


<PAGE>


     "Board of Management Schedule" means that certain schedule, a copy of which
shall have been Filed on or before the Document  Filing Date,  setting forth the
members of the Board of  Management  of the Debtor as of the  Effective  Date as
well as the proposed compensation of such members.

     "Book-Entry  Account" means an account  established by the Disbursing Agent
at a Book-Entry Transfer Facility to effectuate  transfers of the UPC Notes, the
UPC Ordinary  Shares A or the UPC ADSs to the  Disbursing  Agent for purposes of
the Plan.

     "Book-Entry  Transfer  Facility" means (i) in the case of the UPC Notes and
the UPC  ADSs,  DTC and  (ii) in the  case of the UPC  Ordinary  Shares  A,  the
NECIGEF.

     "Business  Day" means any day which is not a Saturday,  a Sunday,  a "legal
holiday" as defined in U.S.  Bankruptcy Rule 9006(a),  or a day on which banking
institutions  located in New York, New York or Amsterdam,  The  Netherlands  are
authorized or obligated by law,  executive  order or  governmental  decree to be
closed.

     "Cash" means money, currency and coins, negotiable checks, balances in bank
accounts and other lawful currency of The Netherlands and their equivalents.

     "Causes of Action"  means any and all actions,  claims,  rights,  defenses,
third-party claims, damages, executions,  demands, cross-claims,  counterclaims,
suits, causes of action, choses in action, controversies,  agreements, promises,
rights to legal remedies,  rights to equitable  remedies,  rights to payment and
claims whatsoever,  whether known, unknown,  reduced to judgment, not reduced to
judgment,  liquidated,  unliquidated,  fixed,  contingent,  matured,  unmatured,
disputed,  undisputed,  secured or unsecured and whether  asserted or assertable
directly,  indirectly or derivatively,  at law, in equity or otherwise, accruing
to the Debtor or the  Estate,  including,  but not  limited  to,  the  Avoidance
Actions.

     "Certificates" means any physical  instruments,  securities or certificates
representing  Belmarken Notes, UPC Notes, UPC Preference  Shares A, UPC Priority
Shares or UPC Ordinary Shares A.

     "Chapter  11 Case" means the case under  Chapter 11 of the U.S.  Bankruptcy
Code commenced by the Debtor in the U.S.  Bankruptcy Court on the Petition Date,
Case No. 02-16020 (BRL).

     "Class" means each class,  subclass or category of Claims, Equity Interests
or Old Other Equity Interests as classified in Article III of the Plan.

     "Class  [__]  Claim"  means a  Claim  in the  particular  Class  of  Claims
identified in Article III of the Plan.

     "Class [__] Equity  Interest"  means an Equity  Interest in the  particular
Class of Equity Interests identified in Article III of the Plan.

                                      -4-


<PAGE>


     "Classified  Priority  Claims"  means  any and  all  Claims  to the  extent
entitled to priority  under Section 507(a) or (b) of the U.S.  Bankruptcy  Code,
other than Administrative Claims and Priority Tax Claims.

     "Committee"  means any committee  appointed in the Chapter 11 Case pursuant
to Section 1102(a) of the U.S.  Bankruptcy Code by the United States Trustee, as
the  membership  of  such  committee  is  from  time  to  time  constituted  and
reconstituted.

     "Confirmation"  means  the  entry  by  the  U.S.  Bankruptcy  Court  of the
Confirmation Order.

     "Confirmation  Date"  means  the  date  on  which  the  Clerk  of the  U.S.
Bankruptcy  Court  enters  the  Confirmation  Order  on the  docket  of the U.S.
Bankruptcy  Court with respect to the Chapter 11 Case within the meaning of U.S.
Bankruptcy Rules 5003 and 9021.

     "Confirmation  Hearing"  means the hearing held before the U.S.  Bankruptcy
Court to consider confirmation of the Plan pursuant to Sections 1128 and 1129 of
the U.S.  Bankruptcy  Code,  as such hearing may be adjourned or continued  from
time to time.

     "Confirmation  Order" means the order entered by the U.S.  Bankruptcy Court
confirming the Plan pursuant to Section 1129 of the U.S. Bankruptcy Code.

     "Control"  means,  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 fifty  percent  (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 "controlled",  "controlling" and "under common
control with" shall have correlative meanings.

     "Critical  Creditor  Claims" means any and all  pre-petition  Claims of the
Critical Creditors.

     "Critical  Creditors" means those certain creditors of UPC to be identified
by UPC (with the consent of the  Administrator  and after  consultation with the
Committee) in an exhibit to the Plan to be Filed not less than five (5) Business
Days prior to the  Confirmation  Hearing,  who are critical to the  operation of
UPC's business as a going concern and are determined by the  Administrator to be
"ransom-suppliers" (dwangcrediteuren).

     "Debtor" has the meaning set forth in the Introduction to the Plan.

     "Disallowed" means, with respect to any Claim or Equity Interest or portion
thereof,  any Claim against or Equity  Interest in the Debtor which (a) has been
withdrawn,  in  whole  or in  part,  by  the  Holder  thereof  or (b)  has  been
disallowed,  in  whole  or  part,  by  Final  Order  of  a  court  of  competent
jurisdiction.

     "Disbursing Agent" means New UPC or such other Person that is designated as
set forth in Section 6.3 of the Plan.

                                      -5-


<PAGE>


     "Disclosure  Statement" means the written disclosure statement that relates
to this Plan, including all exhibits, appendices, schedules and annexes, if any,
attached thereto, as the same may be altered, amended,  supplemented or modified
from time to time.

     "Disputed" means any Claim or Equity Interest, or any portion thereof, that
has neither been Disallowed nor become Allowed.

     "Distribution"  means any transfer of Cash or other property or instruments
from the Debtor,  the Reorganized  Debtor or New UPC to the Disbursing  Agent or
from the  Disbursing  Agent to  Holders  of  Allowed  Claims or  Allowed  Equity
Interests.

     "Distribution  Date" means any date upon which a Distribution is made under
the Plan, including, without limitation, the Initial Distribution Date.

     "Distribution Notification Date" means the date established by order of the
U.S.  Bankruptcy  Court for purposes of determining the Holders of the Belmarken
Notes, the UPC Notes, the UPC Preference Shares A, the UPC Priority Shares,  the
UPC  Ordinary  Shares A and the  Equity  Securities  Claims  for the  purpose of
mailing documentation relating to Distributions under the Plan.

     "Document Filing Date" means February 10, 2003.

     "DTC" means The Depository Trust Company.

     "Dutch  Bankruptcy  Case"  means  the  moratorium  of  payments  proceeding
commenced on December 3, 2002 by UPC in the Dutch Bankruptcy Court.

     "Dutch  Bankruptcy Code" means the Dutch  Faillissementswet,  together with
all related rules and regulations.

     "Dutch Bankruptcy Court" means the Amsterdam Court (Rechtbank).

     "Dutch  Implementing  Offer"  means the  offer,  undertaken  to  facilitate
implementation  of the Plan with respect to certain of the UPC Ordinary Shares A
in  accordance  with Dutch law,  solely with respect to Persons who are not U.S.
Persons (as defined in Rule 902(k) of  Regulation S  promulgated  under the U.S.
Securities Act) and who are not located or residing within the United States, by
New UPC to deliver shares of New UPC Common Stock to the Holders of UPC Ordinary
Shares A in consideration for the delivery by such Holders of their UPC Ordinary
Shares A to New UPC.

     "Effective Date" means the Business Day identified by the Debtor that is no
more than eleven (11) Business Days  following the date on which all  conditions
precedent to the  consummation  of the Plan (set forth in Article XI hereof) and
the Akkoord shall have either been satisfied or, to the extent  permitted herein
and in the  Akkoord,  duly waived and on which such day the Plan and the Akkoord
shall have become effective.

                                      -6-


<PAGE>


     "11-1/4%  Euro  Senior  Notes due 2009"  means the  (euro)101.0  million of
11-1/4% Senior Notes due 2009 issued by UPC in October 1999.

     "11-1/4%  Euro  Senior  Notes due 2010"  means the  (euro)200.0  million of
11-1/4% Senior Notes due 2010 issued by UPC in January 2000.

     "11-1/4%  U.S.  Senior  Notes due 2009"  means the U.S.  $252.0  million of
11-1/4% Senior Notes due 2009 issued by UPC in October 1999.

     "11-1/4%  U.S.  Senior  Notes due 2010"  means the U.S.  $600.0  million of
11-1/4% Senior Notes due 2010 issued by UPC in January 2000.

     "11-1/2%  U.S.  Senior  Notes due 2010"  means the U.S.  $300.0  million of
11-1/2% Senior Notes due 2010 issued by UPC in January 2000.

     "Employee  Options"  means any rights,  options and warrants to acquire UPC
Ordinary  Shares A held by employees of UPC and employees of subsidiaries of UPC
pursuant to existing equity incentive plans of UPC.

     "Equity Interests" means any and all equity interests,  ownership interests
or shares in the  Debtor and issued by the  Debtor  prior to the  Petition  Date
(including,  without limitation,  all capital stock, stock certificates,  common
stock,  preferred  stock,  depositary  shares,  partnership  interests,  rights,
options, warrants, contingent warrants,  convertible or exchangeable securities,
investment securities,  subscriptions or other agreements and contractual rights
to acquire or obtain such an interest or share in the Debtor, stock appreciation
rights,  conversion  rights,  repurchase  rights,  redemption  rights,  dividend
rights,   preemptive  rights  and  liquidation   preferences,   puts,  calls  or
commitments of any character  whatsoever relating to any such equity,  ownership
interests or shares of capital stock of the Debtor or  obligating  the Debtor to
issue,  transfer  or sell any shares of  capital  stock) or any  certificate  or
receipt  evidencing  or  representing  an interest  in any such equity  interest
whether or not certificated,  transferable,  voting or denominated  "stock" or a
similar security, other than the Old Other Equity Interests.

     "Equity  Securities  Claims"  means  any and all  Claims  arising  from the
rescission of a purchase or sale of an Equity Interest, for damages arising from
the  purchase  or  sale  of  such  Equity  Interest,  or  for  reimbursement  or
contribution allowed under Section 502 of the U.S. Bankruptcy Code on account of
such Claims.

     "Estate"  means the  estate of the Debtor  created  in the  Chapter 11 Case
pursuant to Section 541 of the U.S.  Bankruptcy  Code upon  commencement  of the
Chapter 11 Case.

     "Euronext" means Euronext Amsterdam N.V.

     "Exchange Act" means the  Securities  Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     "Exculpated  Parties"  has the meaning set forth in Section  12.3(a) of the
Plan.

                                      -7-


<PAGE>


     "Extraordinary General Meeting" shall have the meaning set forth in Section
9.3 of the Plan.

     "Face  Amount"  means (a) when used in  reference  to a  Disputed  Claim or
Disputed Equity  Interest,  the full stated amount claimed by the Holder of such
Claim or Equity Interest in any proof of claim or proof of interest timely filed
with the U.S.  Bankruptcy  Court,  (b) when used in reference to a contingent or
unliquidated  Claim, the amount of the Claim as estimated by the U.S. Bankruptcy
Court  under  Section  502(c) of the U.S.  Bankruptcy  Code and (c) when used in
reference to an Allowed Claim or Allowed Equity Interest,  the Allowed amount of
such Claim or Equity Interest.

     "File,  Filed  or  Filing"  means  file,  filed  or  filing  with  the U.S.
Bankruptcy Court in the Chapter 11 Case.

     "Final Order" means an order, ruling,  judgment, or other decree issued and
entered by the U.S.  Bankruptcy  Court or by any state or other federal court or
other court of  competent  jurisdiction  which has not been  reversed,  vacated,
stayed,  modified  or amended and as to which (i) the time to appeal or petition
for review, rehearing,  certiorari,  reargument or retrial has expired and as to
which no appeal or petition for review,  rehearing,  certiorari,  reargument  or
retrial  is  pending  or (ii) any  appeal or  petition  for  review,  rehearing,
certiorari, reargument or retrial has been finally decided and no further appeal
or petition  for review,  rehearing,  certiorari,  reargument  or retrial can be
taken or granted.

     "First Amendment" has the meaning set forth in Section 9.3(b) of the Plan.

     "General Unsecured Claims" means all pre-petition Claims against the Debtor
other than Administrative  Claims,  Priority Tax Claims,  Miscellaneous  Secured
Claims,  Classified Priority Claims,  Critical Creditor Claims,  Belmarken Notes
Claims, UPC Notes Claims and Equity Securities Claims.

     "General  Unsecured  Creditors" means the Holders of the General  Unsecured
Claims.

     "Governmental  Entity" means 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.

     "Holder" means a Person  holding (a) a Claim or a beneficial  interest in a
Claim or (b) an Equity  Interest or a beneficial  interest in an Equity Interest
and, when used in conjunction  with a Class or type of Claim or Equity Interest,
means  a  holder  of (i) a  beneficial  interest  in a Claim  or (ii) an  Equity
Interest in such Class or of such type.

     "Impaired", when used with reference to a Claim or Equity Interest, has the
meaning set forth in Section 1124 of the U.S. Bankruptcy Code.

     "Implied  Purchase  Price"  means the per share price of the New UPC Common
Stock implied by the Plan and as set forth in the  Disclosure  Statement,  which
has been  calculated  by

                                      -8-


<PAGE>


dividing  the imputed  equity value of the  Reorganized  Debtor by the number of
shares of New UPC  Common  Stock to be issued  under the Plan to the  Holders of
Allowed Belmarken Notes Claims,  Allowed Claims 5 Claims, Allowed Class 9 Claims
and Allowed Equity  Interests  (not  including any additional  shares of New UPC
Common  Stock  issued  under  the  New UPC  Equity  Purchase  Rights  or the UGC
Subscription Commitment).

     "Incentive  Plan" means that certain  incentive plan, a copy of which shall
have been Filed on or before the Document Filing Date, pursuant to which, at the
discretion of New UPC's board of directors, options with respect to no more than
five percent (5%) 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 (3rd) 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, which options, if any, issued under such incentive
plan 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.

     "Indenture(s)"  means,  individually  and  collectively,  those  indentures
pursuant to which the UPC Notes were issued, as such indentures are or have been
amended or supplemented from time to time in accordance with the terms thereof.

     "Indenture  Trustee" means Citibank,  N.A. (London Branch), in its capacity
as indenture trustee, paying agent and registrar under the Indentures.

     "Indenture  Trustee  Claims" means the Claims of the Indenture  Trustee for
reasonable fees and expenses,  including the reasonable fees and expenses of its
counsel and indemnification as set forth in the Indentures.

     "Initial  Distribution  Date" means the first  Business Day  following  the
Effective Date upon which it is practicable  for the Disbursing  Agent to make a
Distribution under the Plan.

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

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

     "Liens"  means,  with  respect  to any  asset or  Property  (or the  rents,
revenues,  income, profits or proceeds therefrom), and in each case, whether the
same is consensual  or  nonconsensual  or arises by contract,  operation of law,
legal  process  or  otherwise:  (a)  any  and  all  mortgages,  liens,  pledges,
attachments,   charges,   easements,    rights-of-way,   leases   evidencing   a
capitalizable  lease  obligation,  conditional  sale or  other  title  retention
agreement,  call rights, rights of first refusal,  "tag"-or-"drag" along rights,
or other security interest or encumbrance or other legally  cognizable  security
devices  of any kind in  respect  of any asset or  Property,  or upon the rents,
revenues, income, profits or proceeds therefrom; or (b) any arrangement, express
or implied,  under which any Property is  transferred,  sequestered or otherwise
identified  for the

                                      -9-


<PAGE>


purpose of  subjecting  or making  available the same for the payment of debt or
performance  of any other  obligation  in  priority  to the  payment  of General
Unsecured  Creditors,  but in either case excluding any of the foregoing created
or imposed by or pursuant to the Plan or the Restructuring Agreement.

     "Majority-in-Interest of the Participating Noteholders" means, with respect
to any date of determination,  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 Petition Date).

     "Maximum  Subscription  Amount" means (euro)100 million, as such amount may
be reduced on a  Euro-for-Euro  basis by an amount equal to (a) the net proceeds
of any assets sold by the Debtor prior to the Effective Date,  other than assets
sold in the ordinary course of the Debtor's business in a manner consistent with
its past  practices,  and (b) the net  proceeds  from any  non-dilutive  capital
raised by the Debtor (other than capital  received by the Debtor from UGC or its
Related Parties).

     "Miscellaneous  Secured Claims" means any Claim arising before the Petition
Date that is (a) secured in whole or part,  as of the Petition  Date,  by a Lien
which is valid,  perfected and enforceable  under  applicable law on Property in
which the Estate has an interest and is not subject to avoidance  under the U.S.
Bankruptcy Code or applicable non-bankruptcy law, or (b) subject to setoff under
Section 553 of the U.S.  Bankruptcy Code, but, with respect to both case (a) and
(b),  only to the extent of the Estate's  interest in the value of the assets or
Property  securing any such Claim or the amount  subject to setoff,  as the case
may be.

     "Moratorium Petition" means the voluntary  provisional  moratorium petition
which was filed on  December 3, 2002 by UPC under the Dutch  Bankruptcy  Code in
the Dutch Bankruptcy Court.

     "NASDAQ" means the NASDAQ Stock Market.

     "NECIGEF" means Nederlands  Centraal Instituut voor Giraal  Effectenverkeer
B.V.

     "New UPC" has the meaning set forth in the Introduction to the Plan.

     "New UPC Common  Stock"  means the shares of common  stock of New UPC,  par
value $0.01 per share, some of which will be issued pursuant to the Plan, having
the terms set forth in the certificate of incorporation or other  organizational
documents of New UPC.

     "New UPC Equity Purchase  Rights" has the meaning set forth in Section 9.17
of the Plan.

     "New UPC  Equity  Subscription"  means,  collectively,  the New UPC  Equity
Purchase  Rights (and the  subscription  of shares of New UPC Common  Stock upon
exercise  of the New  UPC  Equity  Purchase  Rights)  and  the UGC  Subscription
Commitment (and the  subscription of shares of New UPC Common Stock by UGC under
the UGC Subscription Commitment).

                                      -10-


<PAGE>


     "New UPC Management  Schedule" means that certain schedule, a copy of which
shall have been Filed on or before the Document  Filing Date,  setting forth the
identity of the officers and  directors of New UPC as of the  Effective  Date as
well as the proposed compensation of such individuals.

     "Objection"  means any  objection,  application,  motion,  complaint or any
other legal  proceeding  seeking,  in whole or in part, to Disallow,  determine,
liquidate,   classify,   reclassify  or  establish  the  priority  of,  expunge,
subordinate  or estimate any Claim  (including the resolution of any request for
payment of any Administrative Claim) or Equity Interest other than a Claim or an
Equity Interest that is Allowed.

     "Offer Memorandum" has the meaning set forth in Section 9.9 of the Plan.

     "Old Other Equity Interests" means any and all rights, options and warrants
to acquire UPC Ordinary  Shares A, including any Employee  Options,  outstanding
immediately prior to the Effective Date,  including,  without limitation,  those
set forth on Annex F to the Restructuring Agreement.

     "Ordinary  Creditors" means the holders of non-preferred,  unsecured claims
against the Debtor under Dutch law.

     "Ordinary Share Distribution Amount" means 800,000 shares of New UPC Common
Stock.

     "Ordinary  Shares  Consideration"  has the  meaning  set  forth in  Section
4.10(a) of the Plan.

     "Participating  Noteholders"  means those  Holders of the UPC Notes  (other
than the UGC Group) who are party to the Restructuring Agreement.

     "Person"  includes  an  individual,  a  corporation,  a limited  or general
partnership,  a joint venture, an association,  a joint stock company, a limited
liability  company,  a limited  liability  partnership,  an estate,  a trust,  a
trustee, a United States Trustee, an unincorporated  organization, a government,
a governmental unit, or any agency, department or political subdivision thereof.

     "Petition Date" means December 3, 2002.

     "Plan" means this Second Amended Chapter 11 Plan of  Reorganization,  dated
January 7, 2003, together with all exhibits, appendices,  schedules and annexes,
if any, hereto, as such Plan may be altered,  amended,  supplemented or modified
from time to time in accordance with the provisions of the U.S. Bankruptcy Code,
the U.S.  Bankruptcy Rules, the Confirmation  Order and the terms and conditions
of Section 14.3 of the Plan.

     "Preference  Shares  Consideration"  has the  meaning  set forth in Section
4.8(a) of the Plan.

     "Priority Shares Consideration" has the meaning set forth in Section 4.9(a)
of the Plan.

                                      -11-


<PAGE>


     "Priority Tax Claim" means any and all Claims accorded  priority in payment
pursuant to Section 507(a)(8) of the U.S. Bankruptcy Code.

     "pro rata" means, except to the extent otherwise  specifically  provided in
the Plan, at any time, the  proportion  that the Face Amount of an Allowed Claim
or Allowed  Equity  Interest in a particular  Class bears to the aggregate  Face
Amount of all Claims or Equity Interests  (including Disputed Claims or Disputed
Equity  Interests,   but  excluding   Disallowed  Claims  or  Disallowed  Equity
Interests)  in that  Class;  provided,  however,  that with  respect  to the UPC
Ordinary Shares A, UPC Priority Shares and Equity  Securities  Claims,  pro rata
means the  proportion  that the Face Amount of an Allowed UPC Ordinary  Share A,
Allowed  UPC  Priority  Share or Allowed  Equity  Securities  Claim bears to the
aggregate  Face Amount of all UPC  Ordinary  Shares A, UPC  Priority  Shares and
Equity Securities Claims (including Disputed UPC Ordinary Shares A, Disputed UPC
Priority Shares and Disputed Equity Securities Claims, but excluding  Disallowed
UPC Ordinary  Shares A,  Disallowed UPC Priority  Shares and  Disallowed  Equity
Securities  Claims);  provided  further  that when used in  connection  with the
calculation of distributions or reserves to be made under the Plan on account of
a Claim,  pro rata shall also include Claims allowed,  disputed or disallowed in
connection  with the Dutch  Bankruptcy  Case,  as the case may be, to the extent
that such Claims are not duplicative of Claims  Allowed,  Disputed or Disallowed
in the U.S. Bankruptcy Case.

     "Professional"  means any  professional  employed  in the  Chapter  11 Case
pursuant  to  Sections  327  or  1103  of  the  U.S.  Bankruptcy  Code  or to be
compensated pursuant to Sections 327, 328, 330, 331, 503(b)(2) or (4) or 1103 of
the U.S. Bankruptcy Code.

     "Professional  Claim"  means a Claim  of a  Professional  for  compensation
and/or  reimbursement  of expenses  pursuant to Sections  327,  328, 330, 331 or
503(b) of the U.S.  Bankruptcy  Code relating to services  incurred on and after
the Petition Date and prior to and including the Effective Date.

     "Property" means all assets or property of any nature  whatsoever,  real or
personal, tangible or intangible, including contract rights, accounts and Causes
of Action.

     "Reinstated  or  Reinstatement"  means (i)  leaving  unaltered  the  legal,
equitable,  and contractual  rights to which a Claim entitles the Holder of such
Claim so as to leave such Claim  Unimpaired in  accordance  with Section 1124 of
the U.S. Bankruptcy Code or (ii)  notwithstanding  any contractual  provision or
applicable  law that  entitles  the  Holder of such  Claim to demand or  receive
accelerated payment of such Claim after the occurrence of a default,  (a) curing
any such default that occurred  before or after the Petition Date,  other than a
default of a kind specified in Section  365(b)(2) of the U.S.  Bankruptcy  Code;
(b) reinstating the maturity of such Claim as such maturity  existed before such
default; (c) compensating the Holder of such Claim for any damages incurred as a
result of any reasonable  reliance by such Holder on such contractual  provision
or such applicable law; and (d) not otherwise altering the legal,  equitable, or
contractual rights to which such Claim entitles the Holder of such Claim.

     "Related Party" means, with respect to any Person (the "First Person"), (a)
any other  Person (the "Second  Person")  having  Beneficial  Ownership of forty
percent (40%) or more of the

                                      -12-


<PAGE>


Voting  Securities of such First Person and (b) any other Person,  forty percent
(40%) or more of whose  Voting  Securities  are owned,  controlled  or held with
power to vote, directly or indirectly, by that Second Person.

     "Reorganized  Debtor" means United  Pan-Europe  Communications  N.V. on and
after the Effective Date.

     "Reserve" has the meaning set forth in Section 8.4(b) of the Plan.

     "Restriction"  means,  with  respect  to  any  capital  stock,  partnership
interest,  membership  interest in a limited  liability  company or other equity
interest or security, 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 the Restructuring  Agreement),  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  any  such  capital  stock,   partnership   interest,
membership  interest in a limited  liability company or other equity interest or
security, proceeds or distributions.

     "Restructuring"  means the  restructuring  of UPC's  capital  structure  in
accordance with the terms of the Restructuring  Agreement, the Plan, the Akkoord
and any associated documents.

     "Restructuring   Agreement"  means  that  certain  Restructuring  Agreement
(including any exhibits and amendments,  if any, thereto), dated as of September
30, 2002, by and among UPC, New UPC, UGC, UGC Holdings,  United Europe,  UUB and
certain  holders  of the UPC  Notes,  a copy of which (as the same may have been
amended through the date hereof) is annexed as Exhibit "A" to the Plan.

     "Schedule  of Assumed  Contracts"  means the  schedule,  as the same may be
amended at any time prior to the Confirmation Hearing, listing certain executory
contracts  and  unexpired  leases  to be  assumed  by  the  Debtor  (along  with
associated  amounts  for cure  claims),  which  schedule  is to be served on the
counterparties to such executory  contracts and unexpired  leases,

                                      -13-


<PAGE>


along with a motion or motions to approve the  assumption  thereof under Section
365(a) of the U.S.  Bankruptcy  Code,  and Filed by the  Debtor on or before the
Document Filing Date.

     "Schedule of Rejected  Contracts"  means the  schedule,  as the same may be
amended at any time prior to the Confirmation Hearing, listing certain executory
contracts  and  unexpired  leases to be rejected  by the Debtor  (along with the
associated amounts for rejection damage claims),  which schedule is to be served
on the  counterparties to such executory  contracts and unexpired leases,  along
with a motion or motions to approve the rejection  thereof under Section  365(a)
of the U.S.  Bankruptcy  Code, and Filed by the Debtor on or before the Document
Filing Date.

     "SEC" means the United  States  Securities  and Exchange  Commission or any
successor agency.

     "Second Amendment" has the meaning set forth in Section 9.3(c) of the Plan.

     "Shareholder  Proposals"  has the  meaning  set forth in Section 9.3 of the
Plan.

     "Stockholders  Agreement" means that certain stockholders  agreement by and
among UGC, New UPC, the  Participating  Noteholders,  and any other Holder of an
Allowed  Class 5 Claim who  elects to  become a party  thereto,  a copy of which
shall have been Filed on or before the Document Filing Date.

     "Subscription  Shares"  has the  meaning  set forth in Section  9.17 of the
Plan.

     "Subsidiary"  means,  with  respect to any  Person,  (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 determination  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.

     "Tax" means any tax, charge,  fee, levy,  impost or other assessment by any
federal,  state, local or foreign  governmental  authority,  including,  without
limitation,  income, excise,  property,  sales, transfer,  employment,  payroll,
franchise,  profits,  license,  use, ad valorem,  estimated,

                                      -14-


<PAGE>


severance,  stamp,  occupation and withholding tax,  together with any interest,
penalties,  fines or additions  attributable to, imposed on, or collected by any
such federal, state, local or foreign governmental authority.

     "10-7/8%  Euro  Senior  Notes due 2007"  means the  (euro)100.0  million of
10-7/8% Senior Notes due 2007 issued by UPC in October 1999.

     "10-7/8%  Euro  Senior  Notes due 2009"  means the  (euro)300.0  million of
10-7/8% Senior Notes due 2009 issued by UPC in July 1999.

     "10-7/8%  U.S.  Senior  Notes due 2007"  means the U.S.  $200.0  million of
10-7/8% Senior Notes due 2007 issued by UPC in October 1999.

     "10-7/8%  U.S.  Senior  Notes due 2009"  means the U.S.  $800.0  million of
10-7/8% Senior Notes due 2009 issued by UPC in July 1999.

     "Third Amendment" has the meaning set forth in Section 9.3(e) of the Plan.

     "13-3/8% Euro Senior Discount Notes due 2009" means the (euro)191.0 million
of 13-3/8% Senior Discount Notes due 2009 issued by UPC in October 1999.

     "13-3/8% U.S. Senior Discount Notes due 2009" means the U.S. $478.0 million
of 13-3/8% Senior Discount Notes due 2009 issued by UPC in October 1999.

     "13-3/4% U.S.  Senior  Discount Notes due 2010" means the U.S. $1.0 billion
of 13-3/4% Senior Discount Notes due 2010 issued by UPC in January 2000.

     "12-1/2% U.S. Senior Discount Notes due 2009" means the U.S. $735.0 million
of 12-1/2% Senior Discount Notes due 2009 issued by UPC in July 1999.

     "UGC" means  UnitedGlobalCom,  Inc., a corporation organized under the laws
of the State of Delaware and the parent of UGC Holdings.

     "UGC  Group"  means  UGC  and  its  Subsidiaries,  other  than  UPC and its
Subsidiaries.

     "UGC Holdings" means UGC Holdings,  Inc., a corporation organized under the
laws of the State of Delaware and the parent of United Europe.

     "UGC Subscription  Commitment" has the meaning set forth in Section 9.18 of
the Plan.

     "Unclaimed  Property"  means any Cash or other Property  distributed to the
Holder of an Allowed Claim or Allowed Equity Interest  pursuant to the Plan that
(a) is returned to the Reorganized  Debtor as  undeliverable  and no appropriate
forwarding  address is received within the later of (i) six (6) months after the
Effective Date and (ii) six (6) months after such  Distribution  is made to such
Holder,  (b) was not  mailed or  delivered  because  of the  absence of a proper
address  to  which to mail or  deliver  such  Property,  or (c) in the case of a
Distribution  made

                                      -15-


<PAGE>

in the form of a check,  is not negotiated and no request for reissuance is made
as provided for in Section 6.8 of the Plan.

     "Unimpaired"  means any Claim that is not  Impaired  within the  meaning of
Section 1124 of the U.S. Bankruptcy Code.

     "United  Europe" means United Europe,  Inc., a corporation  organized under
the laws of the State of Delaware and the parent of UPC.

     "United States  Trustee" means the United States  Trustee  appointed  under
Section 581(a)(3) of title 28 of the United States Code to serve in the Southern
District of New York, or its legally designated and authorized representative.

     "UPC" has the meaning set forth in the Introduction to the Plan.

     "UPC ADSs" means the American  Depositary Shares  representing UPC Ordinary
Shares  A  deposited  with  Citibank  N.A.,  as  depositary  under  the  Deposit
Agreement,  dated February 1999, among the Debtor, Citibank N.A., as depositary,
and all holders and beneficial owners of American Depositary Shares evidenced by
American Depositary Receipts thereunder.

     "UPC Dollar-Denominated Notes" means, collectively, the following series of
outstanding  senior notes and senior discount notes of UPC: (a) the 10-7/8% U.S.
Senior  Notes due 2007;  (b) the 10-7/8%  U.S.  Senior  Notes due 2009;  (c) the
12-1/2% U.S.  Senior  Discount Notes due 2009; (d) the 11-1/4% U.S. Senior Notes
due 2009; (e) the 13-3/8% U.S.  Senior  Discount Notes due 2009; (f) the 11-1/4%
U.S.  Senior Notes due 2010; (g) the 11-1/2% U.S. Senior Notes due 2010; and (h)
the 13-3/4% U.S. Senior Discount Notes due 2010.

     "UPC Euro-Denominated Notes" means,  collectively,  the following series of
outstanding  senior notes and senior discount notes of UPC: (a) the 10-7/8% Euro
Senior  Notes due 2007;  (b) the  10-7/8%  Euro Senior  Notes due 2009;  (c) the
11-1/4% Euro Senior Notes due 2009;  (d) the 13-3/8% Euro Senior  Discount Notes
due 2009; and (e) the 11-1/4% Euro Senior Notes due 2010.

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

     "UPC Notes Claims" means any and all Claims of the Holders of the UPC Notes
arising under the Indentures, the UPC Notes or the related transaction documents
pursuant to which the UPC Notes were issued.

     "UPC  Ordinary  Shares  A" means all  authorized,  issued  and  outstanding
ordinary  shares  A of UPC,  par  value  (euro)1.00,  as of the  Petition  Date,
including such shares held in the form of UPC ADSs.

     "UPC  Ordinary  Shares C" has the  meaning  set forth in Section 9.3 of the
Plan.

                                      -16-


<PAGE>


     "UPC  Preference  Shares A" means all  authorized,  issued and  outstanding
Series 1 convertible preference shares A of UPC, par value (euro)1.00, as of the
Petition Date.

     "UPC Priority Shares" means all authorized, issued and outstanding priority
shares of UPC, par value (euro)1.00, as of the Petition Date.

     "UPC SEC Documents"  means 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 UPC 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 of the  Restructuring
Agreement.

     "UPC Voting  Securities"  means 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.

     "U.S.  Bankruptcy Code" means title 11 of the United States Code, 11 U.S.C.
ss.ss.101-1330, as applicable to the Chapter 11 Case.

     "U.S.  Bankruptcy  Court" means the United States  Bankruptcy Court for the
Southern District of New York or, if such court ceases to exercise  jurisdiction
over these proceedings, the court or adjunct thereof that exercises jurisdiction
over the Chapter 11 Case.

     "U.S. Bankruptcy Rules" means (i) the Federal Rules of Bankruptcy Procedure
and the Official Bankruptcy Forms, as amended and promulgated under Section 2075
of  title  28 of the  United  States  Code,  (ii)  the  Local  Rules of the U.S.
Bankruptcy Court, and (iii) any standing orders governing practice and procedure
issued by the U.S.  Bankruptcy  Court,  each as in effect on the Petition  Date,
together with all amendments and  modifications  thereto that were  subsequently
made applicable to the Chapter 11 Case or proceedings  therein,  as the case may
be.

     "U.S.  Securities  Act" means the U.S.  Securities  Act of 1933, as amended
from time to time, and the rules and regulations promulgated thereunder.

     "U.S.  Trustee's  Fee Claims"  means any fees  assessed  against the Estate
pursuant to Section 1930(a)(6) of title 28 of the United States Code.

     "UUB" means United Bonds,  LLC, a limited liability company organized under
the laws of the State of Delaware and a wholly owned indirect subsidiary of UGC.

     "Voting  Securities" means, 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).

                                      -17-


<PAGE>


     Section 1.2  Rules  of  Interpretation.  All  references to "the Plan"
herein shall be  construed,  where  applicable,  to include  references  to this
document and all its exhibits,  appendices,  schedules and annexes,  if any (and
any  amendments  thereto  made in  accordance  with the U.S.  Bankruptcy  Code).
Whenever from the context it appears appropriate, each term stated in either the
singular or the plural shall  include the singular and the plural,  and pronouns
stated in the masculine,  feminine or neuter gender shall include the masculine,
feminine and the neuter. The words "herein,"  "hereof,"  "hereto,"  "hereunder,"
and other  words of similar  import  refer to the Plan as a whole and not to any
particular paragraph,  subparagraph,  or clause contained in the Plan. The words
"includes"  and   "including"   are  not  limiting  and  mean  that  the  things
specifically  identified are set forth for purposes of illustration,  clarity or
specificity  and do not  in any  respect  qualify,  characterize  or  limit  the
generality of the class within which such things are included.  The captions and
headings in the Plan are for  convenience  of reference only and shall not limit
or otherwise affect the provisions  hereof.  To the extent of a conflict between
any matter  specifically  addressed in the Plan and any general provision of the
Plan, such specific  provision shall prevail.  Any term used in the Plan that is
not defined in the Plan,  either in Article I hereof or  elsewhere,  but that is
used in the U.S.  Bankruptcy  Code or the U.S.  Bankruptcy  Rules shall have the
meaning  assigned to that term in (and shall be construed in accordance with the
rules of construction  under) the U.S.  Bankruptcy  Code or the U.S.  Bankruptcy
Rules (with the U.S.  Bankruptcy  Code  controlling in the case of a conflict or
ambiguity).  Without limiting the preceding sentence,  the rules of construction
set forth in Section  102 of the U.S.  Bankruptcy  Code shall apply to the Plan,
unless superseded herein.

     Section 1.3 Exhibits.  All Exhibits to the Plan are  incorporated  into and
are a part of the Plan as if set forth in full herein, regardless of when Filed.

     Section 1.4 Administrator  Consent.  Nothing in this Plan shall relieve the
Debtor of the need to gain the approval of the  Administrator for any acts which
require such approval under Dutch Law.

                                  ARTICLE II

                     ADMINISTRATIVE AND PRIORITY TAX CLAIMS

     Section 2.1 Unclassified  Claims. In accordance with Section  1123(a)(1) of
the U.S. Bankruptcy Code,  Administrative Claims and Priority Tax Claims are not
classified  and are excluded  from the Classes  designated in Article III of the
Plan. The treatment  accorded to Holders of  Administrative  Claims and Priority
Tax Claims, which is set forth below, shall be in full satisfaction, settlement,
release,  extinguishment  and discharge of their  respective  Claims against the
Debtor  and  the  Estate,  except  as  otherwise  provided  in the  Plan  or the
Confirmation Order.

     Section 2.2 Administrative Claims.

          (a) Unless  otherwise  provided for herein,  each Holder of an Allowed
     Administrative  Claim  shall  receive  in  full  satisfaction,  settlement,
     release, extinguishment and discharge of such Claim: (A) the amount of such
     unpaid Allowed Claim in Cash on

                                      -18-


<PAGE>


     or as soon as reasonably  practicable  after the later of (i) the Effective
     Date, (ii) the date on which such Administrative  Claim becomes Allowed and
     (iii) a date agreed to in writing by the Debtor or the Reorganized  Debtor,
     as the  case may be,  and the  Holder  of such  Administrative  Claim;  (B)
     treatment such that such  Administrative  Claim is Reinstated;  or (C) such
     other treatment on such other terms and conditions as may be agreed upon in
     writing  by the  Holder  of such  Claim and the  Debtor or the  Reorganized
     Debtor,  as the case may be, or as the U.S.  Bankruptcy  Court  may  order;
     provided,  however,  that Allowed  Administrative  Claims  representing (y)
     liabilities,  accounts payable or other Claims,  liabilities or obligations
     incurred subsequent to the Petition Date in the ordinary course of business
     of  the  Debtor   consistent   with  past  practices  and  (z)  contractual
     liabilities  arising  under  loans  or  advances  to  the  Debtor  incurred
     subsequent  to the Petition  Date,  whether or not incurred in the ordinary
     course of business of the Debtor,  shall be paid or performed by the Debtor
     or the  Reorganized  Debtor in accordance  with the terms and conditions of
     the particular transactions relating to such liabilities and any agreements
     relating thereto.

          (b) All Indenture  Trustee Claims shall be paid by the Debtor in full,
     in Cash, on the Effective Date upon  presentation of customary  invoices to
     the Debtor;  provided,  however,  that if the Debtor disputes any Indenture
     Trustee  Claim  and  such  dispute  is not  resolved,  then  such  disputed
     Indenture Trustee Claim may, solely at the option of the Indenture Trustee,
     be submitted to the U.S.  Bankruptcy Court for final  resolution;  provided
     further,  however,  that if the Indenture  Trustee does not submit any such
     unresolved dispute to the U.S. Bankruptcy Court for final resolution within
     five (5) Business  Days of receiving  notification  from the Debtor of such
     dispute,  then the  Indenture  Trustee  shall not have any further right to
     seek payment of such disputed  amount from the Debtor,  but shall only have
     recourse to its charging  liens under the  Indentures  with respect to such
     disputed  amount.  Any such  disputed  Indenture  Trustee  Claim  shall not
     prevent  confirmation  of the Plan, the occurrence of the Effective Date or
     consummation  of the Plan.  The Indenture  Trustee shall not be required to
     file an application for payment of the Indenture Trustee Claims.  Except as
     set forth  above,  nothing  contained  herein  shall  affect the  Indenture
     Trustee's charging liens under the Indentures with respect to any Indenture
     Trustee  Claim  that is not paid in full,  in Cash,  by the  Debtor  on the
     Effective Date.

     Section 2.3  Priority  Tax Claims.  Each Holder of an Allowed  Priority Tax
Claim shall receive,  at the option of the Debtor or the Reorganized  Debtor, as
the case may be, in full satisfaction,  settlement,  release, extinguishment and
discharge of such Claim:  (A) the amount of such unpaid Allowed Claim in Cash on
or as soon as reasonably practicable after the latest of (i) the Effective Date,
(ii) the date on which such Priority Tax Claim becomes  Allowed and (iii) a date
agreed to by the Debtor or the Reorganized  Debtor,  as the case may be, and the
Holder of such  Priority  Tax Claim;  or (B) such other  treatment on such other
terms and  conditions  as may be agreed  upon in  writing  by the Holder of such
Claim and the Debtor or the  Reorganized  Debtor,  as the case may be, or as the
U.S.  Bankruptcy  Court may  order;  provided,  however,  that the Debtor or the
Reorganized  Debtor,  as the case may be,  shall  have  the  right,  in its sole
discretion, to prepay at any time any Allowed Priority Tax Claim without premium
or penalty of any sort or nature.

                                      -19-


<PAGE>

                                  ARTICLE III

                        CLASSIFICATION OF CLAIMS, EQUITY
                   INTERESTS AND OLD OTHER EQUITY INTERESTS

     Section  3.1  Generally.  Pursuant to Section  1122 of the U.S.  Bankruptcy
Code,  set forth below is a designation of Classes of Claims,  Equity  Interests
and Old Other Equity Interests,  other than  Administrative  Claims and Priority
Tax Claims.  A Claim or an Equity  Interest is classified in a particular  Class
only to the extent that the Claim,  Equity Interest or Old Other Equity Interest
qualifies  within the description of that Class and is classified in a different
Class to the extent that the balance of such Claim, Equity Interest or Old Other
Equity  Interest  qualifies  within the  description of that different  Class. A
Claim,  Equity  Interest or Old Other Equity  Interest is placed in a particular
Class for the purpose of  receiving  distributions  pursuant to the Plan only to
the extent that such Claim,  Equity  Interest or Old Other Equity Interest is an
Allowed  Claim,  an  Allowed  Equity  Interest  or an Allowed  Old Other  Equity
Interest  in that Class and such  Claim,  Equity  Interest  or Old Other  Equity
Interest has not been paid,  released,  settled or otherwise  satisfied prior to
the Effective Date.

     Section 3.2 Classified Claims Against and Equity Interests in UPC.


          (a)  Class 1: Miscellaneous Secured Claims

          (b)  Class 2: Classified Priority Claims

          (c)  Class 3: Critical Creditor Claims

          (d)  Class 4: Belmarken Notes Claims

          (e)  Class 5: UPC Notes Claims and General Unsecured Claims

          (f)  Class 6: UPC Preference Shares A

          (g)  Class 7: UPC Priority Shares

          (h)  Class 8: UPC Ordinary Shares A

          (i)  Class 9: Equity Securities Claims

          (j)  Class 10: Old Other Equity Interests

     Section 3.3 Elimination of Classes.  Any Class that does not contain, as of
the date of the  commencement of the Confirmation  Hearing,  any Allowed Claims,
Allowed  Equity  Interests or Allowed Old Other Equity  Interests or any Claims,
Equity  Interests or Old Other Equity Interests  temporarily  allowed for voting
purposes  under U.S.  Bankruptcy  Rule 3018 shall be deemed to have been deleted
from this Plan for purposes of (i) voting to accept or reject this Plan and (ii)
determining  whether  it has  accepted  or  rejected  this  Plan  under  Section
1129(a)(8) of the U.S. Bankruptcy Code.

                                      -20-


<PAGE>


                                   ARTICLE IV

                      TREATMENT OF CLAIMS, EQUITY INTERESTS
                         AND OLD OTHER EQUITY INTERESTS

     Section 4.1  Satisfaction of Claims,  Equity Interests and Old Other Equity
Interests.  The  treatment  of and  consideration  to be  received by Holders of
Allowed Claims,  Allowed Equity Interests and Allowed Old Other Equity Interests
pursuant  to  this  Article  IV and the  Plan  shall  be in  full  satisfaction,
settlement,  release,  extinguishment  and discharge of their respective Claims,
Equity Interests or Old Other Equity Interests,  except as otherwise provided in
the Plan or the Confirmation Order.

     Section 4.2 No Effect on Section 508 of the U.S.  Bankruptcy Code.  Nothing
contained  in the Plan shall have any effect on the  operation of Section 508 of
the U.S.  Bankruptcy  Code,  and such section shall apply in all respects in the
Chapter 11 Case.

     Section 4.3 Class 1: Miscellaneous Secured Claims.


          (a) Treatment.  Each Holder of an Allowed  Miscellaneous Secured Claim
     shall  receive,  in the sole  discretion  of the Debtor or the  Reorganized
     Debtor,  as the case may be,  in full  satisfaction,  settlement,  release,
     extinguishment  and discharge of such Allowed Claim:  (A) Cash equal to the
     amount  of  such  Allowed  Miscellaneous  Secured  Claim  on or as  soon as
     reasonably  practicable  after the later of (i) the Effective Date and (ii)
     the date  that  such  Miscellaneous  Secured  Claim  becomes  Allowed;  (B)
     treatment such that such Miscellaneous Secured Claim is Reinstated;  or (C)
     such other  treatment on such other terms and  conditions  as may be agreed
     upon in writing  by the Holder of such Claim and the Debtor or  Reorganized
     Debtor, as the case may be, or as the U.S. Bankruptcy Court may order.

          (b) Voting.  Class 1 is  Unimpaired  and the Holders of  Miscellaneous
     Secured Claims are conclusively presumed to have accepted the Plan pursuant
     to Section 1126(f) of the U.S. Bankruptcy Code and are not entitled to vote
     to accept or reject the Plan.

     Section 4.4 Class 2: Classified Priority Claims.

          (a)  Treatment.  Each Holder of an Allowed  Classified  Priority Claim
     shall receive in full satisfaction, settlement, release, extinguishment and
     discharge  of such  Allowed  Claim:  (A) the amount of such unpaid  Allowed
     Claim in Cash on or as soon as  reasonably  practicable  after the later of
     (i) the Effective  Date,  (ii) the date on which such Claim becomes Allowed
     and (iii) a date agreed to by the Debtor or the Reorganized  Debtor, as the
     case may be, and the Holder of such  Claim;  (B)  treatment  such that such
     Claim is  Reinstated;  or (C) such other  treatment on such other terms and
     conditions as may be agreed upon in writing by the Holder of such Claim and
     the  Debtor  or  Reorganized  Debtor,  as the case  may be,  or as the U.S.
     Bankruptcy Court may order.

                                      -21-


<PAGE>


          (b)  Voting.  Class 2 is  Unimpaired  and the  Holders  of  Classified
     Priority  Claims  are  conclusively  presumed  to have  accepted  the  Plan
     pursuant  to  Section  1126(f)  of the  U.S.  Bankruptcy  Code  and are not
     entitled to vote to accept or reject the Plan.

     Section 4.5 Class 3: Critical Creditor Claims.

          (a) Treatment. Each Holder of an Allowed Critical Creditor Claim shall
     receive  in full  satisfaction,  settlement,  release,  extinguishment  and
     discharge  of such  Claim:  (A) payment in full in Cash on the later of (i)
     the  Effective  Date and (ii) the date  such  Claim  becomes  Allowed;  (B)
     treatment such that such Claim is Reinstated;  or (C) such other  treatment
     on such other terms and  conditions as may be agreed upon in writing by the
     Holder of such Claim and the Debtor or the Reorganized  Debtor, as the case
     may be, or as the U.S. Bankruptcy Court may order.

          (b) Voting. Class 3 is Unimpaired and the Holders of Critical Creditor
     Claims are  conclusively  presumed to have  accepted  the Plan  pursuant to
     Section 1126(f) of the U.S. Bankruptcy Code and are not entitled to vote to
     accept or reject the Plan.

     Section 4.6 Class 4: Belmarken Notes Claims.

          (a)  Treatment.  On the  Effective  Date,  the Holder of the Belmarken
     Notes shall  receive,  in  consideration  for the  Belmarken  Notes and the
     obligations  of all  other  parties  under  the  Belmarken  Notes  and  the
     Belmarken Loan Agreements,  23,853,179  shares of New UPC Common Stock (the
     "Belmarken  Notes  Consideration").  The  Belmarken  Notes  Claims shall be
     deemed Allowed for all purposes,  including, but not limited to, voting and
     distributions,  in the aggregate amount of $937,482,330.51  and the Allowed
     Belmarken  Notes  Claims  shall  not  be  subject  to  defense,  setoff  or
     counterclaim.

          (b) Voting.  Class 4 is Impaired and the Holder of the Belmarken Notes
     Claims is entitled to vote to accept or reject the Plan.

     Section 4.7 Class 5: UPC Notes Claims and General Unsecured Claims.

          (a) Treatment.  On or as soon as practicable after the Effective Date,
     each Holder of an Allowed Class 5 Claim shall receive in consideration  for
     its Claim,  a number of shares of New UPC Common Stock.  In the  aggregate,
     the Holders of all Allowed UPC Notes Claims shall receive 25,146,821 shares
     of New UPC Common  Stock,  and each  Holder of an Allowed  UPC Notes  Claim
     shall  receive  the number of shares of New UPC Common  Stock equal to such
     Holder's pro rata portion of those shares of New UPC Common Stock.  The UPC
     Notes Claims shall be deemed Allowed for all purposes,  including,  but not
     limited  to,  voting and  distributions  for each series in the amounts set
     forth on  Schedule 1 hereto and for all UPC Notes  Claims in the  aggregate
     amount of $4,688,233,885.90  (which shall exclude any amounts on account of
     UPC  Notes  held  by UPC as  set  forth  on  Annex  C to the  Restructuring
     Agreement)  and the  Allowed  UPC  Notes  Claims  shall not be  subject  to
     defense,  setoff or  counterclaim.  Each Holder of an Allowed Class 5 Claim
     that is not a UPC Notes Claim  shall  receive a

                                      -22-


<PAGE>


     number of shares of New UPC  Common  Stock so that the number of shares per
     amount of Allowed  Claim  received by such Holder is the same as the number
     of shares per amount of Allowed Claim that the Holders of Allowed UPC Notes
     Claims  receive.  The  number  of  shares  of New UPC  Common  Stock  to be
     distributed  on account of  Allowed  Class 5 Claims  that are not UPC Notes
     Claims  shall be in  addition  to the  25,146,821  shares of New UPC Common
     Stock to be  distributed  on account of the Allowed UPC Notes  Claims.  The
     receipt of such shares of New UPC Common  Stock by the Holders of the Class
     5 Claims shall  constitute  a full  satisfaction,  settlement,  release and
     discharge of such Class 5 Claims; provided,  however, that, notwithstanding
     anything in the Plan to the  contrary,  except as set forth in Section 9.2,
     any UPC Notes  acquired by New UPC  through the Plan and the Akkoord  shall
     remain  outstanding  and  shall not be  deemed  to be  satisfied,  settled,
     released or discharged.

          (b)  Voting.  Class 5 is  Impaired  and the  Holders  of the UPC Notes
     Claims and the General  Unsecured  Claims are entitled to vote to accept or
     reject the Plan.

     Section 4.8 Class 6: UPC Preference Shares A.

          (a) Treatment.  On or as soon as practicable after the Effective Date,
     and after the sale by New UPC of the Belmarken Notes to UPC, each Holder of
     outstanding  Allowed UPC  Preference  Shares A shall receive from New UPC a
     number of shares of New UPC Common  Stock equal to such  Holder's  pro rata
     portion  of  200,000  shares of New UPC  Common  Stock  (collectively,  the
     "Preference  Shares  Consideration").  The receipt of the Preference Shares
     Consideration  by  the  Holders  of  the  UPC  Preference  Shares  A  shall
     constitute a full  satisfaction,  settlement,  release and discharge of the
     Claims and Equity  Interests of each Holder of UPC  Preference  Shares A in
     respect  of  such  UPC  Preference  Shares  A;  provided,   however,  that,
     notwithstanding  anything to the contrary  contained herein,  except as set
     forth in Section  9.2,  any UPC  Preference  Shares A  acquired  by New UPC
     through  the Plan shall  remain  outstanding  and shall not be deemed to be
     satisfied, settled, released or discharged.

          (b) Voting.  Class 6 is Impaired and the Holders of the UPC Preference
     Shares A are entitled to vote to accept or reject the Plan.

     Section 4.9 Class 7: UPC Priority Shares.

          (a) Treatment.  On or as soon as practicable after the Effective Date,
     and after the sale by New UPC of the Belmarken  Notes to UPC, the Holder of
     the Allowed UPC  Priority  Shares  shall  receive  from New UPC a number of
     shares of New UPC Common  Stock equal to such  Holder's pro rata portion of
     the   Ordinary   Share   Distribution    Amount   (the   "Priority   Shares
     Consideration")  in a  per  share  amount  equal  to  the  Ordinary  Shares
     Consideration.  The receipt of the  Priority  Shares  Consideration  by the
     Holder of the UPC  Priority  Shares shall  constitute a full  satisfaction,
     settlement, release and discharge of the Claims and Equity Interests of the
     Holder of the UPC Priority  Shares in respect of the UPC  Priority  Shares;
     provided, however, that, notwithstanding anything to the contrary contained
     herein,  except  as set  forth in  Section  9.2,  any UPC  Priority  Shares
     acquired by

                                      -23-


<PAGE>


     New UPC through the Plan shall remain  outstanding  and shall not be deemed
     to be satisfied, settled, released or discharged.

          (b)  Voting.  Class 7 is Impaired  and the Holder of the UPC  Priority
     Shares is entitled to vote to accept or reject the Plan.

     Section 4.10 Class 8: UPC Ordinary Shares A.

          (a) Treatment.  On or as soon as practicable after the Effective Date,
     and after the sale by New UPC of the Belmarken Notes to UPC, each Holder of
     Allowed UPC Ordinary Shares A shall receive from New UPC a number of shares
     of New UPC Common  Stock  equal to such  Holder's  pro rata  portion of the
     Ordinary Share  Distribution  Amount  (collectively,  the "Ordinary  Shares
     Consideration").  The receipt of the Ordinary Shares  Consideration  by the
     Holders of the UPC Ordinary Shares A shall constitute a full  satisfaction,
     settlement,  release and  discharge  of the Claims and Equity  Interests of
     each  Holder  of  UPC  Ordinary   Shares  A;   provided,   however,   that,
     notwithstanding anything to the contrary contained herein, any UPC Ordinary
     Shares A acquired by New UPC through the Plan shall remain  outstanding and
     shall not be deemed to be satisfied, settled, released or discharged.

          (b)  Voting.  Class 8 is  Impaired  and the Holders of the Allowed UPC
     Ordinary Shares A are entitled to vote to accept or reject the Plan.

     Section 4.11 Class 9: Equity Securities Claims.

          (a)  Treatment.  Subject to the  Allowance  of the  Equity  Securities
     Claims, each Holder of an Allowed Equity Securities Claim shall receive, in
     full satisfaction, settlement, release, extinguishment and discharge of its
     Claim,  a number of shares of New UPC Common  Stock equal to such  Holder's
     pro rata  portion  of the  Ordinary  Share  Distribution  Amount as if such
     Holder had (a)  purchased,  on the date its Equity  Securities  Claim first
     arose,  UPC  Ordinary  Shares A with a value  equal to the  amount  of such
     Holder's Allowed Equity Securities Claim and (b) retained such shares as of
     the Effective Date.

          (b)  Voting.  Class  9 is  Impaired  and  the  Holders  of the  Equity
     Securities Claims are entitled to vote to accept or reject the Plan.

     Section 4.12 Class 10: Old Other Equity Interests.

          (a) Treatment.  All Holders of Old Other Equity Interests shall not be
     entitled to, and shall not, receive or retain,  any property under the Plan
     on account of such Old Other Equity Interests, and, to the extent permitted
     under applicable law, such Old Other Equity Interests shall be cancelled on
     the Effective Date.

          (b) Voting. Class 10 is Impaired,  and the Holders of Old Other Equity
     Interests are deemed to have rejected the Plan pursuant to Section  1126(g)
     of the U.S.  Bankruptcy  Code and are not  entitled  to vote to  accept  or
     reject the Plan.

                                      -24-


<PAGE>


                                   ARTICLE V

                ACCEPTANCE OR REJECTION OF THE PLAN; CRAMDOWN

     Section 5.1 Unimpaired Classes. Classes 1, 2 and 3 are Unimpaired under the
Plan. As such,  pursuant to Section  1126(f) of the U.S.  Bankruptcy  Code,  the
Holders of Claims in such Classes are conclusively presumed to have accepted the
Plan in respect of such  Claims  and,  therefore,  are not  entitled  to vote to
accept or reject the Plan.  Administrative  Claims and  Priority  Tax Claims are
Unimpaired  under the Plan and not  classified  under the Plan and hence are not
entitled to vote to accept or reject the Plan.

     Section 5.2 Impaired Classes.  Classes 4, 5, 6, 7, 8 and 9 are Impaired and
are  entitled to vote to accept or reject the Plan.  Holders in Class 10 are not
receiving or retaining any property under the Plan on account of their Old Other
Equity Interests in such Class. As such, pursuant to Section 1126(g) of the U.S.
Bankruptcy  Code, the Holders in such Class are deemed to have rejected the Plan
in respect of such Old Other Equity Interests and,  therefore,  are not entitled
to vote to accept or reject the Plan.

     Section 5.3 Acceptance by Impaired Classes of Claims and Equity Interests.

          (a)  Acceptance  by an Impaired  Class of Claims.  Pursuant to Section
     1126(c) of the U.S. Bankruptcy Code, an Impaired Class of Claims shall have
     accepted the Plan if (a) the Holders of at least two-thirds (2/3) in dollar
     amount of the  Allowed  Claims  actually  voting in such Class  (other than
     Claims held by any Holder  designated  pursuant  to Section  1126(e) of the
     U.S. Bankruptcy Code) have timely and properly voted to accept the Plan and
     (b) more  than  one-half  (1/2) in number of the  Holders  of such  Allowed
     Claims  actually voting in such Class (other than Claims held by any Holder
     designated  pursuant to Section 1126(e) of the U.S.  Bankruptcy  Code) have
     timely and properly voted to accept the Plan.

          (b) Acceptance by an Impaired Class of Equity  Interests.  Pursuant to
     Section  1126(d) of the U.S.  Bankruptcy  Code, an Impaired Class of Equity
     Interests  shall  have  accepted  the  Plan  if  the  Holders  of at  least
     two-thirds (2/3) in amount of the Allowed Equity Interests  actually voting
     in such Class (other than Equity  Interests  held by any Holder  designated
     pursuant to Section  1126(e) of the U.S.  Bankruptcy  Code) have timely and
     properly voted to accept the Plan.

     Section 5.4 Cramdown.  If all applicable  requirements  for Confirmation of
the Plan are met as set forth in  Section  1129(a)(1)  through  (13) of the U.S.
Bankruptcy Code except subsection (8) thereof, the Debtor requests that the U.S.
Bankruptcy Court confirm the Plan in accordance with Section 1129(b) of the U.S.
Bankruptcy Code, notwithstanding the requirements of Section 1129(a)(8) thereof,
on the  basis  that the Plan is fair and  equitable,  and does not  discriminate
unfairly,  with respect to each Class of Claims,  Equity  Interests or Old Other
Equity Interests that is Impaired under, and has not accepted, the Plan.

                                      -25-


<PAGE>

                                   ARTICLE VI

              PROVISIONS GOVERNING DISTRIBUTIONS UNDER THE PLAN

     Section 6.1 General.  The Debtor,  through the Disbursing Agent, shall make
all Distributions required by the Plan. Furthermore, the Debtor, New UPC and the
Disbursing  Agent are  authorized to make  distributions  required in connection
with  ratification  of the  Akkoord or  consummation  of the  Restructuring.  In
particular,  on the Initial Distribution Date, the Disbursing Agent shall make a
Distribution of New UPC Common Stock and Cash, as applicable,  to the Holders of
Allowed Claims and Allowed Equity Interests in accordance with Article IV of the
Plan. Thereafter,  Distributions may be made from time to time in the reasonable
discretion of the Disbursing Agent.  Notwithstanding  any other provision in the
Plan, no  Distributions  shall be made to a Holder of a Claim or Equity Interest
unless and until such Claim or Equity Interest is an Allowed Claim or an Allowed
Equity Interest, respectively.

     Section 6.2  Delivery of  Distributions.  Subject to U.S.  Bankruptcy  Rule
9010,  Distributions  to Holders of Allowed Claims or Allowed  Equity  Interests
shall be made by the  Disbursing  Agent (a) at the last known  addresses of such
Holders,  (b) at the  addresses  set forth in any  written  notices  of  address
changes  delivered to the Disbursing Agent, (c) in the case of Allowed UPC Notes
Claims, to the Indenture Trustee as set forth in Section 6.15 of the Plan or (d)
at the  addresses  set forth in any properly  completed  letters of  transmittal
accompanying  Certificates properly remitted to, or book-entry transfers made to
the Book-Entry Account of, the Disbursing Agent. If any Holder's Distribution is
returned as undeliverable, no further Distributions to such Holder shall be made
unless and until the Disbursing  Agent is notified of such Holder's then current
address,  at which time all missed  Distributions  shall be made to such  Holder
without  interest and without any dividends  that would have been payable on any
equity  securities to be  distributed.  All  Distributions  pursuant to the Plan
shall be at the  Reorganized  Debtor's  expense.  Nothing  contained in the Plan
shall  require  the  Reorganized  Debtor or the  Disbursing  Agent or New UPC to
attempt  to locate any Holder of an  Allowed  Claim or Allowed  Equity  Interest
other than by reviewing the records of the Reorganized  Debtor.  Notwithstanding
anything to the contrary  contained in the Plan, the Reorganized  Debtor and New
UPC  shall  be  entitled  to  implement  additional,  supplemental  or  modified
distribution procedures,  upon terms approved by the U.S. Bankruptcy Court after
at least ten (10) days notice to UGC and the Participating Noteholders.

     Section 6.3  Disbursing  Agent.  The  Disbursing  Agent  shall  fulfill the
obligations  under the Plan with respect to the Distributions of Property to the
Holders of Allowed  Claims and  Allowed  Equity  Interests,  including,  without
limitation, holding all reserves and accounts pursuant to the Plan. The identity
of the initial  Disbursing  Agent shall be  disclosed by the Debtor prior to the
Confirmation Hearing and shall be approved by the U.S. Bankruptcy Court pursuant
to the Confirmation Order. The terms of employment of the Disbursing Agent shall
be  submitted  to the U.S.  Bankruptcy  Court for  approval at the  Confirmation
Hearing.  In the event of the resignation of the Disbursing Agent, a replacement
shall be appointed by the Reorganized  Debtor and New UPC,  without the need for
further U.S. Bankruptcy Court approval.

                                      -26-


<PAGE>


     Section 6.4 Distribution  Notification Date. As of the close of business on
the  Distribution  Notification  Date,  all transfer  ledgers,  transfer  books,
registers and any other records  maintained by the  designated  transfer  agents
with  respect to  ownership  of the  Belmarken  Notes,  the UPC  Notes,  the UPC
Preference  Shares A, the UPC Priority Shares and the UPC Ordinary Shares A will
be closed and,  for purposes of the Plan,  there shall be no further  changes in
the record  holders of the Belmarken  Notes,  the UPC Notes,  the UPC Preference
Shares A, the UPC Priority  Shares or the UPC Ordinary  Shares A. The Disbursing
Agent shall have no obligation to recognize the transfer of any Belmarken Notes,
UPC Notes, UPC Preference Shares A, UPC Priority Shares or UPC Ordinary Shares A
occurring after the Distribution Notification Date, and will be entitled for all
purposes to recognize and deal only with those Holders of Belmarken  Notes,  UPC
Notes, UPC Preference Shares A, UPC Priority Shares and UPC Ordinary Shares A as
of the close of business on the Distribution  Notification Date, as reflected on
such ledgers, books, registers or records.

     Section 6.5  Distributions  to Holders of Allowed Claims and Allowed Equity
Interests.

          (a)  Non-Securities.  Except for  Distributions  to Holders of Allowed
     Belmarken  Notes Claims,  Allowed UPC Notes Claims,  Allowed UPC Preference
     Shares A,  Allowed UPC Priority  Shares and Allowed UPC Ordinary  Shares A,
     which will be made in  accordance  with Section  6.5(b) of the Plan, on the
     Effective  Date, the  Reorganized  Debtor or New UPC, as applicable,  shall
     deliver  to the  Disbursing  Agent  sufficient  Cash and  shares of New UPC
     Common Stock to make the  Distributions to be made on the Effective Date to
     the Holders of Allowed Claims.  Payments of Cash to be made pursuant to the
     Plan will be available from funds held by the Reorganized  Debtor as of the
     Effective Date.

          (b) Securities.  Promptly after the later of (i) the Effective Date or
     (ii)  the  date of  Allowance  of such  Claims  or  Equity  Interests,  the
     Reorganized  Debtor shall cause the Disbursing Agent to mail to the Holders
     of Allowed  Belmarken Notes Claims,  Allowed UPC Notes Claims,  Allowed UPC
     Preference  Shares A, Allowed UPC Priority  Shares and Allowed UPC Ordinary
     Shares A  appropriate  transmittal  materials  (which  shall  specify  that
     delivery  shall be  effected,  and risk of loss and title to the  Belmarken
     Notes and the UPC Notes  theretofore  evidencing the Allowed Class 4 Claims
     and  certain  of  the  Allowed  Class  5  Claims,   respectively,   or  any
     Certificates theretofore representing UPC Preference Shares A, UPC Priority
     Shares and UPC Ordinary  Shares A shall pass, only upon (i) proper physical
     delivery  of  Certificates   representing   such  Belmarken  Notes  to  the
     Disbursing  Agent,  (ii) proper  delivery of such UPC Notes or UPC Ordinary
     Shares  A  held  in  bearer  form  through  a  book-entry  transfer  into a
     Book-Entry Account at the Book-Entry Transfer Facility for the UPC Notes or
     UPC Ordinary Shares A held in bearer form in accordance with the Book-Entry
     Transfer Facility's  procedures for transfer and (iii) proper entries being
     made with respect to such UPC Preference  Shares A, UPC Priority  Shares or
     UPC  Ordinary  Shares  A held in  registered  form to the  register  of the
     Debtor,  maintained by the Debtor's  Board of  Management,  containing  the
     names and addresses of the Holders of the UPC Preference  Shares A, the UPC
     Priority Shares and the UPC Ordinary Shares A held in registered form). The
     Disbursing   Agent  may  establish   reasonable  and  customary  rules  and
     procedures in connection with its duties. No

                                      -27-


<PAGE>


     distribution  of New UPC  Common  Stock  under  the  Plan  shall be made to
     Holders  of Allowed  Belmarken  Notes  Claims,  Allowed  UPC Notes  Claims,
     Allowed UPC Preference Shares A, Allowed UPC Priority Shares or Allowed UPC
     Ordinary Shares A until one of the following occurs: (i) the Holder thereof
     (A)  surrenders  any  Certificate(s)  representing  such  Allowed  Claim or
     Allowed Equity Interest, as the case may be, to the Disbursing Agent or (B)
     executes  and delivers an  affidavit  of loss and/or  indemnity  reasonably
     satisfactory  to the Reorganized  Debtor;  (ii) there is a transfer of such
     Allowed Claim or Allowed Equity Interest, as the case may be, in book-entry
     form to the  Book-Entry  Account;  or (iii)  there is an  entry  made  with
     respect to such Allowed Claim or Allowed Equity  Interest,  as the case may
     be, in the  register of the Debtor,  maintained  by the  Debtor's  Board of
     Management,  containing  the names and  addresses  of the Holders  thereof;
     provided,  however,  that any Holder of an Allowed Claim or Allowed  Equity
     Interest to which clause (i) above  applies that fails to (y) surrender its
     Certificate(s)  or (z)  execute  and  deliver an  affidavit  of loss and/or
     indemnity  reasonably  satisfactory  to the  Reorganized  Debtor before the
     later to occur of (I) six (6) months after the Effective  Date and (II) six
     (6)  months  following  the date such  Holder's  Claim or  Equity  Interest
     becomes an Allowed Claim or Allowed Equity Interest,  as applicable,  shall
     be deemed to have  forfeited  all of its  rights  against,  Claims  against
     and/or  Equity  Interests  in  the  Debtor,  may  not  participate  in  any
     distribution  under the Plan and shall be forever barred from asserting any
     such rights against the  Reorganized  Debtor,  New UPC or their  respective
     property.

     Section  6.6  Disputed  Distributions.  If  any  dispute  arises  as to the
identity of any Holder of an Allowed Claim or Allowed Equity  Interest who is to
receive a  Distribution,  the  Disbursing  Agent  shall,  in lieu of making such
Distribution  to such  Holder,  delay such  Distribution  until the  disposition
thereof shall be determined  by Final Order of the U.S.  Bankruptcy  Court or by
written agreement among the interested parties to such dispute.

     Section 6.7  Distributions of Cash. Any Cash payment to be made pursuant to
the Plan may be made by Cash,  draft,  check,  wire  transfer,  or as  otherwise
required or provided in any relevant  agreement or applicable  law at the option
of the Reorganized Debtor.

     Section  6.8  Failure  to  Negotiate  Checks.  Checks  issued in respect of
Distributions  under the Plan  shall be null and void if not  negotiated  within
sixty  (60)  days  after  the date of  issuance.  Any  amounts  returned  to the
Reorganized Debtor in respect of such non-negotiated checks shall be held by the
Reorganized  Debtor,  as appropriate.  Requests for reissuance of any such check
shall be made  directly to the  Reorganized  Debtor by the Holder of the Allowed
Claim with  respect  to which such check  originally  was  issued.  All  amounts
represented  by any  voided  check  will be held until the later to occur of (i)
nine (9) months  after the  Effective  Date and (ii) nine (9) months  after such
voided check was issued,  and all requests for  reissuance  by the Holder of the
Allowed Claim in respect of a voided check are required to be made prior to such
date. Thereafter,  all such amounts shall be deemed to be Unclaimed Property, in
accordance  with  Section  6.9 of the Plan,  and all  Claims in  respect of void
checks and the underlying  Distributions  shall be forever barred,  estopped and
enjoined from  assertion in any manner against the Debtor or its Property or the
Reorganized Debtor or its Property.

                                      -28-


<PAGE>


     Section  6.9  Unclaimed  Distributions.  Any Cash  that  becomes  Unclaimed
Property shall revest in the  Reorganized  Debtor and shall no longer be subject
to  Distribution  to Creditors or Equity  Interest  Holders.  Any New UPC Common
Stock that becomes  Unclaimed  Property shall be canceled and shall no longer be
subject to  Distribution to Creditors or Equity  Interest  Holders.  All full or
partial  payments made by the Disbursing Agent or the Debtor and received by the
Holder of a Claim or Equity  Interest prior to the Effective Date will be deemed
to be payments under the Plan for purposes of satisfying the  obligations of the
Debtor  pursuant to the Plan.  Pursuant to Section  1143 of the U.S.  Bankruptcy
Code, all Claims in respect of Unclaimed Property shall be deemed Disallowed and
the Holder of any Claim or Equity  Interest  Disallowed in accordance  with this
Section  6.9 will be  forever  barred,  expunged,  estopped  and  enjoined  from
asserting such Claim or Equity  Interest in any manner against the Debtor or its
Property or the Reorganized Debtor or its Property.

     Section 6.10  Limitation on Distribution  Rights.  If a claimant holds more
than one Claim in any one Class, all Claims of the claimant in that Class may be
aggregated into one Claim and one  distribution  may be made with respect to the
aggregated Claim.

     Section 6.11 Fractional Euros.  Notwithstanding  any other provision of the
Plan,  Cash  distributions  of  fractions  of Euros  will  not be made;  rather,
whenever  any payment of a fraction  of a Euro would be called  for,  the actual
payment made shall reflect a rounding of such fraction to the nearest whole Euro
(up or down),  with  half-Euros  being  rounded  down.  To the extent  that Cash
remains  undistributed  as a result of the rounding of such fraction,  such Cash
shall be treated as Unclaimed Property pursuant to Section 6.9 of this Plan.

     Section 6.12  Fractional  Shares.  No  fractional  shares of New UPC Common
Stock shall be issued or  distributed  under the Plan.  Each person  entitled to
receive New UPC Common  Stock shall  receive the total number of whole shares of
New UPC Common Stock to which such Person is entitled. Whenever any Distribution
to a particular  Person would otherwise call for Distribution of a fraction of a
share of New UPC Common Stock,  the actual  Distribution of such shares shall be
rounded to the next  higher or lower  whole  number as  follows:  (A)  fractions
one-half  (1/2) or greater  shall be rounded to the next higher whole number and
(B)  fractions  of less than  one-half  (1/2) shall be rounded to the next lower
whole  number.  The  total  number  of  shares  of New UPC  Common  Stock  to be
distributed  to a Class of Claims  or  Equity  Interests  shall be  adjusted  as
necessary to account for the rounding  provided  for in this  Section  6.12.  No
consideration  shall be provided in lieu of  fractional  shares that are rounded
down.

     Section 6.13  Compliance  With Tax  Requirements.  In connection  with each
Distribution with respect to which the filing of an information  return (such as
an Internal  Revenue Service Form 1099 or 1042) or withholding is required,  the
Reorganized  Debtor shall file such information return with the Internal Revenue
Service and provide any  required  statements  in  connection  therewith  to the
recipients of such  Distribution or effect any such  withholding and deposit all
moneys so withheld as  required by law.  With  respect to any Person from whom a
tax  identification  number,  certified tax  identification  number or other tax
information  required by law to avoid  withholding  has not been received by the
Reorganized  Debtor within  thirty (30) days from the date of such request,  the
Reorganized  Debtor may, at its option,  withhold the

                                      -29-


<PAGE>


amount  required from the Property to be distributed  and distribute the balance
to such Person or decline to make such  Distribution  until the  information  is
received.

     Section 6.14 Documentation  Necessary to Release Liens. Each Creditor which
is  to  receive  a  Distribution  under  the  Plan  in  full  satisfaction  of a
Miscellaneous  Secured  Claim shall not  receive  such  Distribution  until such
Creditor (a) executes and delivers any documents  necessary to release all Liens
arising  under any  applicable  security  agreement  or  non-bankruptcy  law (in
recordable form if appropriate)  in connection with such  Miscellaneous  Secured
Claim and such other  documents  as the  Debtor or the  Reorganized  Debtor,  as
applicable,  may reasonably request or (b) otherwise turns over and releases any
and all property of the Debtor that secures or  purportedly  secures such Claim.
Any such Holder that fails to execute and deliver  such  release of liens within
120 days of the Effective  Date shall be deemed to have no further Claim against
the Debtor,  the  Reorganized  Debtor or their  assets or property in respect of
such Claim and shall not participate in any Distribution hereunder on account of
such Claim.  Notwithstanding the immediately preceding sentence, any such Holder
of a Disputed  Claim shall not be required to execute and deliver  such  release
until such time as the Claim is Allowed or Disallowed.

     Section 6.15 Distributions by Indenture Trustee.  Notwithstanding any other
provision  of the Plan,  any  Distributions  on account of any Allowed UPC Notes
Claims shall be made by the Disbursing Agent to the Indenture Trustee, which, in
turn,  shall make any such  Distributions  to the Holders of such Allowed Claims
under the Plan. Except as expressly provided in the Plan,  Distributions made by
any  Indenture   Trustee  shall  be  in  accordance  with  and  subject  to  the
requirements set forth in the applicable  Indenture,  and any Indenture  Trustee
acting  in good  faith  pursuant  to the  Plan  shall  be  entitled  to the same
indemnification the Disbursing Agent receives from the Debtor or the Reorganized
Debtor,  as the case may be, and to payment from the  Reorganized  Debtor of its
customary fees and expenses for making  distributions  under the Plan to Holders
of UPC Notes.

     Section 6.16 Setoffs.  The Debtor or the Reorganized Debtor, as applicable,
may,  but shall not be required  to, set off against any Claims and the payments
or distributions to be made pursuant to the Plan in respect of such Claims,  any
and all debts,  liabilities and claims of every type and nature whatsoever which
the Estate, the Debtor or the Reorganized Debtor may have against the Holders of
such  Claims;  provided,  however,  that  neither  the  failure to do so nor the
allowance of any such Claims,  whether pursuant to the Plan or otherwise,  shall
constitute  a waiver or release by the Debtor or the  Reorganized  Debtor of any
such  claims  the  Debtor  or the  Reorganized  Debtor  may  have  against  such
Creditors,  and all  such  claims  shall  be  reserved  to and  retained  by the
Reorganized Debtor.

                                  ARTICLE VII

                  EXECUTORY CONTRACTS AND UNEXPIRED LEASES;
                INDEMNIFICATION OBLIGATIONS; BENEFIT PROGRAMS

     Section 7.1 Treatment of Executory  Contracts and Unexpired  Leases. On the
Effective Date, all of the executory  contracts and unexpired  leases that exist
between  the  Debtor  and any

                                      -30-


<PAGE>

Person which (a) have not expired or terminated pursuant to their own terms, (b)
have not previously been assumed,  assumed and assigned, or rejected pursuant to
an order of the U.S.  Bankruptcy Court on or prior to the  Confirmation  Date or
(c) are not the  subject of pending  motions to assume,  assume and  assign,  or
reject as of the Confirmation  Date, will be (i) deemed assumed if listed on the
Schedule of Assumed  Contracts or (ii) deemed rejected if listed on the Schedule
of Rejected  Contracts;  provided,  however,  that any  executory  contracts  or
unexpired  leases which are omitted from both the Schedule of Assumed  Contracts
and the Schedule of Rejected Contracts are assumed as of the Effective Date, all
in accordance  with the provisions and  requirements  of Section 365 of the U.S.
Bankruptcy Code; provided, however, that the Debtor shall have the right, at any
time prior to the Confirmation  Date, to amend the Schedule of Assumed Contracts
and the  Schedule of Rejected  Contracts  upon notice to the  counterparty  to a
contract or lease (i) to delete any executory contract or unexpired lease listed
therein or (ii) to add any executory  contract or unexpired  lease thereto.  The
Confirmation  Order (except as otherwise  provided  therein) shall constitute an
order  of the  U.S.  Bankruptcy  Court  pursuant  to  Section  365  of the  U.S.
Bankruptcy Code,  effective as of the Effective Date, approving such assumptions
and rejections,  as applicable.  Each contract and lease assumed or rejected, as
the case may be,  pursuant to this Section 7.1 shall be assumed or rejected,  as
the case may be, only to the extent that any such contract or lease  constitutes
an executory contract or unexpired lease.  Assumption or rejection,  as the case
may be, of a contract or lease pursuant to this Section 7.1 shall not constitute
an admission by the Debtor or the Reorganized Debtor that such contract or lease
is an  executory  contract  or  unexpired  lease  or  that  the  Debtor  or  the
Reorganized  Debtor has any liability  thereunder.  All executory  contracts and
unexpired  leases that are assumed will be assumed  under their present terms or
upon such terms as are agreed to between  the Debtor and the other  party to the
executory  contract or unexpired  lease.  Each executory  contract and unexpired
lease that is assumed and relates to the use,  ability to acquire,  or occupancy
of real property shall include: (y) all modifications,  amendments, supplements,
restatements,  or other agreements made directly or indirectly by any agreement,
instrument,  or other document that in any manner affect such executory contract
or  unexpired  lease  and  (z)  all  executory  contracts  or  unexpired  leases
appurtenant to the premises, including all easements, licenses, permits, rights,
privileges,   immunities,  options,  rights  of  first  refusal,  powers,  uses,
reciprocal  easement  agreements,   vaults,   tunnel  or  bridge  agreements  or
franchises,  and any other  interests in real estate or rights in rem related to
such premises, unless any of the foregoing agreements has been rejected pursuant
to an order of the U.S. Bankruptcy Court.

     Section  7.2  Cure of  Defaults  for  Assumed  Contracts  and  Leases.  All
undisputed  cure and any other  monetary  default  payments  required by Section
365(b)(1) of the U.S.  Bankruptcy Code under any assumed executory  contract and
unexpired lease which is in default shall be satisfied by the Reorganized Debtor
(to the extent such obligations are enforceable  under the U.S.  Bankruptcy Code
and applicable  non-bankruptcy  law),  pursuant to Section 365(b)(1) of the U.S.
Bankruptcy Code, at the option of the Reorganized Debtor: (A) by payment of such
undisputed  cure  amount,  without  interest,  in Cash  within  sixty  (60) days
following the Effective  Date; (B) by payment of such other amount as ordered by
the U.S. Bankruptcy Court; or (C) on such other terms as may be agreed to by the
parties  to such  executory  contract  or  unexpired  lease.  In the  event of a
dispute, payment of the amount otherwise payable hereunder shall be made without
interest,  in Cash (i) on or before the later of sixty (60) days  following  the
Effective Date or thirty

                                      -31-


<PAGE>

(30) days following entry of a Final Order liquidating and allowing any disputed
amount or (ii) on such  other  terms as may be agreed to by the  parties to such
executory contract or unexpired lease.

     Section 7.3  Resolution of Objections to Assumption of Executory  Contracts
and Unexpired Leases; Cure Payments.

          (a) Resolution of Objections to Assumption of Executory  Contracts and
     Unexpired Leases.  Any party objecting to the Debtor's proposed  assumption
     of an  executory  contract  or  unexpired  lease  or  the  ability  of  the
     Reorganized  Debtor to provide "adequate  assurance of future  performance"
     (within the meaning of Section 365 of the U.S.  Bankruptcy  Code) under the
     contract  or lease to be assumed  shall  File and serve on counsel  for the
     Debtor a written  objection  to the  assumption  of such  contract or lease
     within  thirty (30) days after the  service of the notice of  Confirmation.
     Failure to File an  objection  within the time period set forth above shall
     constitute  consent to the  assumption  and  revestment of such contract or
     lease,  including an acknowledgment  that the proposed  assumption provides
     adequate assurance of future performance. To the extent that any objections
     to the  assumption  of a contract or lease are timely  Filed and served and
     such  objections  are not  resolved  between  the Debtor and the  objecting
     parties, the U.S. Bankruptcy Court shall resolve such disputes at a hearing
     to be held on a date to be determined by the U.S. Bankruptcy Court.

          (b) Resolution of Cure Payments. If, the counterparty to a contract or
     lease assumed by the Debtor believes that, as of the  Confirmation  Date, a
     cure  payment  is  due  and  owing  under  such  contract  or  lease,  such
     counterparty  shall File and serve on counsel for the Debtor a notification
     setting forth the amount of the cure payment  which such party  believes is
     due and owing,  which  notification shall be Filed and served no later than
     thirty (30) days after the service of the notice of  Confirmation.  Failure
     to File such a  notification  within the time  period set forth above shall
     constitute  an  acknowledgment  that no cure  payment  is due and  owing in
     connection   with  the   assumption  of  such  contract  or  lease  and  an
     acknowledgment  that no other  defaults exist under said contract or lease.
     To the extent that any such  notifications  are timely Filed and served and
     are not resolved  between the Debtor and the applicable  counterparty,  the
     U.S.  Bankruptcy  Court shall resolve such disputes at a hearing to be held
     on a date to be determined by the U.S.  Bankruptcy Court. The resolution of
     such disputes shall not affect the Debtor's  assumption of the contracts or
     leases that are subject of such a dispute, but rather shall affect only the
     "cure"  amount  the Debtor  must pay in order to assume  such  contract  or
     lease. Notwithstanding the immediately preceding sentence, if the Debtor in
     its  discretion  determines  that the amount  asserted to be the  necessary
     "cure"  amount would,  if ordered by the U.S.  Bankruptcy  Court,  make the
     assumption of the contract or lease imprudent, then the Debtor may elect to
     (i) reject the  contract  or lease  pursuant  to Section 7.1 hereof or (ii)
     request an  expedited  hearing  on the  resolution  of the "cure"  dispute,
     exclude  assumption or rejection of the contract or lease from the scope of
     the  Confirmation  Order,  and retain the right to reject the  contract  or
     lease pursuant to Section 7.1 hereof pending the outcome of such dispute.

                                      -32-


<PAGE>


     Section 7.4 Claims for Rejection Damages.  Objections to the amounts listed
on the Schedule of Rejected  Contracts  for damages  allegedly  arising from the
rejection  pursuant  to the  Plan or the  Confirmation  Order  of any  executory
contract or any unexpired  lease shall be Filed with the U.S.  Bankruptcy  Court
and served on counsel  for the Debtor not later than  thirty (30) days after the
service of the earlier of (A) notice of  Confirmation  or (B) other  notice that
the executory  contract or unexpired  lease has been  rejected.  Any Holder of a
Claim  arising from the  rejection of any  executory  contract or any  unexpired
lease that fails to File such Objection on or before the dates specified in this
paragraph  shall be forever  barred,  estopped and enjoined  from  asserting any
Claims in any manner  against  the  Debtor or its  Property  or the  Reorganized
Debtor or its Property for any amounts in excess of the amount  scheduled by the
Debtor on the Schedule of Rejected  Contracts for such contract or lease and the
Debtor  and  the  Reorganized  Debtor  shall  be  forever  discharged  from  all
indebtedness  or liability  with respect to such Claims for such excess  amounts
and such Holders shall be bound by the terms of the Plan.

     Section 7.5 Treatment of Rejection Claims. The U.S.  Bankruptcy Court shall
determine  any  Objections  Filed in  accordance  with  Section  7.4 hereof at a
hearing  to be held on a date to be  determined  by the U.S.  Bankruptcy  Court.
Subject  to  any  statutory  limitation,  including,  but  not  limited  to  the
limitations contained in Sections 502(b)(6) and 502(b)(7) of the U.S. Bankruptcy
Code,  any Claims  arising  out of the  rejection  of  executory  contracts  and
unexpired leases shall,  pursuant to Section 502(g) of the U.S. Bankruptcy Code,
be treated as Class 5 Claims in accordance with Section 4.7 of the Plan.

     Section 7.6 Executory Contracts and Unexpired Leases Entered Into and Other
Obligations  Incurred  After the  Petition  Date.  On the  Effective  Date,  all
contracts,  leases,  and other agreements entered into by the Debtor on or after
the Petition Date,  which agreements have not been terminated in accordance with
their terms or been rejected on or before the Confirmation Date, shall revest in
and remain in full force and effect as against  the  Reorganized  Debtor and the
other parties to such contracts, leases and other agreements.

     Section 7.7 Reorganized Debtor's Indemnification Obligations. To the extent
not inconsistent with the Plan, any obligations of the Debtor or the Reorganized
Debtor,  pursuant  to  their  respective  organizational  documents,  applicable
non-bankruptcy law or a specific  agreement,  to indemnify a Person with respect
to all present and future actions, suits and proceedings against the Debtor, the
Reorganized  Debtor or such indemnified  Person,  based upon any act or omission
related to service  with,  or for or on behalf of, the Debtor,  the  Reorganized
Debtor shall  survive  Confirmation  and shall not be impaired by  Confirmation,
except to the  extent  any such  obligation  has been  released,  discharged  or
modified  pursuant  to the  Plan.  Such  indemnification  obligations  shall  be
performed and honored by the Reorganized Debtor, as applicable.

     Section  7.8 Benefit  Programs.  Notwithstanding  anything to the  contrary
contained in the Plan, nothing in the Plan shall adversely affect the payment of
any "retiree  benefits" (as such term is defined in Section  1114(a) of the U.S.
Bankruptcy  Code) to the  extent  required  by Section  1129(a)(13)  of the U.S.
Bankruptcy Code.

                                      -33-


<PAGE>


                                  ARTICLE VIII

                          RESOLUTION OF DISPUTED CLAIMS

     Section 8.1 Preservation of Rights. Except as to applications for allowance
of compensation and  reimbursement of expenses under Sections 330 and 503 of the
U.S.  Bankruptcy Code, the Reorganized  Debtor shall have the exclusive right to
make  and  file  objections  to  Administrative  Claims,  other  Claims,  Equity
Interests and Old Other Equity Interests,  subsequent to the Confirmation  Date.
Except to the  extent  that any  Claim,  Equity  Interest  or Old  Other  Equity
Interest is Allowed in the Plan, nothing, including the failure of the Debtor or
the Reorganized Debtor to object to a Claim, Equity Interest or Old Other Equity
Interest  for any  reason  during the  pendency  of the  Chapter 11 Case,  shall
affect,  prejudice,  diminish  or impair  the  rights  and  legal and  equitable
defenses  of the Debtor or the  Reorganized  Debtor  with  respect to any Claim,
Equity Interest or Old Other Equity Interest, including, but not limited to, all
rights of the Debtor or Reorganized  Debtor (i) to contest or defend  themselves
against such  Claims,  Equity  Interests  or Old Other  Equity  Interests in any
lawful  manner or forum when and if such  Claim,  Equity  Interest  or Old Other
Equity  Interest  is sought to be  enforced  by the  Holder  thereof  or (ii) in
respect  of legal and  equitable  defenses  to setoffs  or  recoupments  against
Claims,  Equity  Interests  or Old Other  Equity  Interests.  The  distributions
provided  for in  Article  IV of the Plan  shall at all times be subject to this
Section 8.1 of the Plan and to Section 502(d) of the U.S. Bankruptcy Code.

     Section 8.2 Objections to and Resolution of Claims,  Administrative Claims,
Equity Interests and Old Other Equity Interests. Unless otherwise ordered by the
U.S.  Bankruptcy  Court,  the  Reorganized  Debtor shall file all  objections to
Claims (including Administrative Claims) that are the subject of proofs of claim
or  requests  for  payment  filed with the U.S.  Bankruptcy  Court  (other  than
applications for allowance of compensation  and  reimbursement of expenses under
Sections 330 and 503 of the U.S. Bankruptcy Code), Equity Interests or Old Other
Equity  Interests  and serve  such  objections  upon the  Holder as to which the
objection is made as soon as is practicable,  but, with respect to Claims (other
than Administrative Claims), Equity Interests and Old Other Equity Interests, in
no event later than one hundred and eighty (180) days after the Effective  Date,
or, in either  case,  such later date as may be approved by the U.S.  Bankruptcy
Court upon request made before or after expiration of such applicable  objection
period.  All objections  shall be litigated to Final Order;  provided,  however,
that the  Reorganized  Debtor shall have the  authority to  compromise,  settle,
otherwise resolve or withdraw any objections without any requirement of approval
by the U.S. Bankruptcy Court.

     Section 8.3 Estimation of Claims. The Debtor or the Reorganized  Debtor, as
applicable,  may, at any time,  request that the U.S.  Bankruptcy Court estimate
any  contingent or  unliquidated  Claim  pursuant to Section  502(c) of the U.S.
Bankruptcy  Code  regardless  of whether  or not the  Debtor or the  Reorganized
Debtor has previously  objected to such Claim or the U.S.  Bankruptcy  Court has
previously ruled on any such objection. Claims may be estimated and subsequently
compromised,  settled,  withdrawn or resolved by any  mechanism  approved by the
U.S. Bankruptcy Court; provided,  however, that commencing on the Effective Date
the Reorganized Debtor may compromise, settle or resolve any such Claims without
further approval of the U.S. Bankruptcy Court.

                                      -34-


<PAGE>


     Section 8.4 Distributions Withheld For Disputed Unsecured Claims and Equity
Interests.

          (a) No  Distribution  Pending  Allowance.  Notwithstanding  any  other
     provision  of the Plan,  no  payments or  Distributions  shall be made with
     respect  to all or any  portion  of a  Disputed  Claim or  Disputed  Equity
     Interest  unless and until some portion thereof has become an Allowed Claim
     or Allowed Equity Interest, respectively.

          (b)  Establishment  And  Maintenance  Of Reserve.  On each  applicable
     Distribution  Date, the  Disbursing  Agent shall reserve for the benefit of
     Holders of Disputed  Claims and Disputed  Equity  Interests (the "Reserve")
     the  distributions  to which the  Holders of Disputed  Claims and  Disputed
     Equity Interests as of such  Distribution  Date would be entitled under the
     Plan if such Disputed  Claims and Disputed  Equity  Interests  were Allowed
     Claims and Allowed Equity Interests in the amounts of their Disputed Claims
     and Disputed Equity Interests,  respectively, as if the Holders thereof had
     received such distributions on the Initial  Distribution Date. Such amounts
     shall be  determined  by  reference  to the  aggregate  Face  Amount of all
     Disputed  Claims  or  Disputed  Equity  Interests  as  of  such  date.  The
     Disbursing  Agent  shall  maintain a register  of all  Disputed  Claims and
     Disputed Equity Interests, the amounts upon which to base reserves for such
     Disputed  Claims and Disputed  Equity  Interests  pursuant to the preceding
     sentence  and,  where the property to be reserved is New UPC Common  Stock,
     the  number of shares of New UPC Common  Stock to which the  Holders of the
     Disputed  Claims and Disputed  Equity  Interests  would be entitled if such
     Disputed  Claims and Disputed  Equity  Interests  were  Allowed  Claims and
     Allowed Equity Interests, as applicable.

          (c)  Distributions  Upon  Allowance  Of Disputed  Claims and  Disputed
     Equity  Interests.  The  Holder  of a  Disputed  Claim or  Disputed  Equity
     Interest  that  becomes  an  Allowed  Claim  or  Allowed  Equity   Interest
     subsequent to the Initial Distribution Date shall receive  Distributions of
     the applicable New UPC Common Stock or Cash previously  reserved on account
     of such  Claim or Equity  Interest  in the  Reserve  as soon as  reasonably
     practicable  following the allowance of any such Claim or Equity  Interest;
     provided, however, that neither the Debtor, the Reorganized Debtor, New UPC
     or the Disbursing Agent shall be required to make a Distribution  until the
     aggregate Distribution to be made is equal to or greater  than(euro)500,000
     or 10,000 shares of New UPC Common Stock, as applicable;  provided further,
     however,  that if the aggregate  Distribution  that would be required to be
     made to the Holders of all remaining  Disputed  Claims and Disputed  Equity
     Interests  if all  such  remaining  Disputed  Claims  and  Disputed  Equity
     Interests were to become Allowed  Claims and Allowed Equity  Interests,  as
     applicable,  could not exceed  either(euro)500,000  or 10,000 shares of New
     UPC Common Stock, as applicable,  then the Debtor, the Reorganized  Debtor,
     New UPC or the Disbursing  Agent shall make a Distribution to any Holder of
     a  Disputed  Claim  or  Disputed  Equity  Interest  as soon  as  reasonably
     practicable after the allowance of any such Claim or Equity Interest.  Such
     Distributions  shall be made in  accordance  with the Plan  based  upon the
     Distributions  that would have been made to such  holder  under the Plan if
     the Disputed Claim or Disputed Equity Interest had been an Allowed Claim or
     Allowed Equity Interest, respectively, on or prior to the Effective Date.

                                      -35-


<PAGE>


          (d)  Excess  Reserves.  Upon any  Disputed  Claim or  Disputed  Equity
     Interest  becoming  a  Disallowed  Claim  or  Disallowed  Equity  Interest,
     respectively,  in whole or in part, the Property,  if any, reserved for the
     payment of or Distribution on the Disallowed portion of such Disputed Claim
     or Disputed Equity Interest (i) if in the form of Cash, shall revest in the
     Reorganized Debtor and no longer be subject to Distribution to Creditors or
     Equity  Interest  Holders and (ii) if in the form of New UPC Common  Stock,
     shall  either (A) be  cancelled or (B) be returned to New UPC to be held as
     treasury  shares and no longer be subject to  Distribution  to Creditors or
     Equity Interest Holders.

     Section 8.5 Dutch  Bankruptcy  Case.  Nothing in this Plan shall impair the
rights  of the  Debtor  or the  Administrator  to  contest  any  claim  filed or
otherwise asserted against the Debtor in the Dutch Bankruptcy Case.

                                   ARTICLE IX

                      MEANS FOR IMPLEMENTATION OF THE PLAN

     Section  9.1  Continued  Corporate  Existence.  The  Debtor  shall,  as the
Reorganized  Debtor,  continue to exist after the  Effective  Date in accordance
with  applicable  law of the  jurisdiction  in which it is organized,  under its
organizational  documents in effect  before the Effective  Date,  except as such
documents are amended in connection with this Plan.

     Section 9.2  Cancellation of Claims,  Equity Interests and Old Other Equity
Interests.  As of  consummation  of the Plan,  all  Claims  against,  and Equity
Interests in, the Debtor and, to the extent  permitted under applicable law, all
Old  Other  Equity  Interests  shall be  cancelled  and all  agreements,  notes,
instruments,  depositary shares, depositary receipts, indentures,  certificates,
guaranties and any other documents evidencing or relating to such Claims, Equity
Interests  and  Old  Other  Equity  Interests  shall  be  cancelled  and  deemed
terminated,  as permitted by Section  1123(a)(5)(F) of the U.S. Bankruptcy Code,
and the  Holders  thereof  shall  have no rights  and such  notes,  instruments,
depositary shares, depositary receipts, indentures, certificates, guaranties and
other  documents  shall  evidence  no rights,  except  the right to receive  the
Distributions, if any, to be made to Holders of such Claims, Equity Interests or
Old  Other  Equity   Interests  under  the  Plan;   provided,   however,   that,
notwithstanding  the foregoing or anything else to the contrary contained in the
Plan or the  Confirmation  Order,  none of the Belmarken  Notes,  UPC Notes, UPC
Preference  Shares A, UPC  Priority  Shares and UPC  Ordinary  Shares A shall be
cancelled  pursuant  to the Plan and such  Claims  and  Equity  Interests  shall
instead be dealt with as follows:

          (a) Belmarken  Notes.  On the Effective  Date,  but  subsequent to the
     transfer of the Belmarken Notes for shares of New UPC Common Stock pursuant
     to Section 4.6 of the Plan,  New UPC will sell the  Belmarken  Notes to the
     Debtor in  consideration  for a  receivable  payable  by the  Debtor in the
     aggregate  principal amount of the Belmarken Notes (plus accrued but unpaid
     interest). Subsequently, the Debtor will satisfy its obligations under such
     receivable  through  the  issuance  to New UPC of a number of shares of UPC
     Ordinary Shares C equal to the amount of the receivable  divided by the par
     value of the UPC Ordinary Shares C.

                                      -36-


<PAGE>


          (b) UPC Notes.  Subsequent to the transfer of the UPC Notes for shares
     of New UPC Common  Stock  pursuant to Section 4.7 of the Plan,  UPC and New
     UPC shall,  conditional upon the occurrence of the Effective Date,  replace
     the UPC  Notes  with an  intercompany  note  between  UPC and New UPC  and,
     thereafter,  New UPC shall contribute such intercompany note to the capital
     of UPC.

          (c) UPC  Preference  Shares A.  Subsequent  to the transfer of the UPC
     Preference  Shares A for shares of New UPC Common Stock pursuant to Section
     4.8 of the Plan,  all UPC  Preference  Shares A shall be  registered in the
     name  of New  UPC;  provided,  however,  that  in the  event  that  the UPC
     Preference  Shares A are not  transferred  to New UPC under  the Plan,  the
     Debtor shall use  reasonable  efforts to have the UPC  Preference  Shares A
     converted on a one-for-one basis into registered UPC Ordinary Shares A.

          (d) UPC Priority  Shares.  After the  Effective  Date,  as soon as the
     Debtor  becomes a  wholly-owned  subsidiary  of New UPC,  the UPC  Priority
     Shares will convert on a one-for-one basis into UPC Ordinary Shares C.

          (e) UPC  Ordinary  Shares A. The UPC  Ordinary  Shares A shall  remain
     outstanding.

     Section 9.3  Extraordinary  General  Meeting.  Because the Dutch Bankruptcy
Code does not provide for the Dutch  Bankruptcy  Case to avoid  compliance  with
otherwise applicable corporate law, in order to facilitate implementation of the
Plan, the Debtor shall hold an  extraordinary  meeting of the Holders of the UPC
Ordinary Shares A, the UPC Priority Shares and the UPC Preference  Shares A (the
"Extraordinary  General  Meeting").  The  purpose of the  Extraordinary  General
Meeting is to facilitate the implementation of the Plan by:

          (a) explaining the terms of the Restructuring  (including the terms of
     the  Plan)  to  the  Debtor's  shareholders  at the  Extraordinary  General
     Meeting;

          (b)  considering  and  acting  upon a proposal  to amend the  Debtor's
     Articles of  Association  (the  "First  Amendment")  (effective  before the
     Effective  Date) to (i)  decrease  the  nominal  value of each  issued  and
     outstanding UPC Ordinary Share A  from(euro)1.00  to(euro)0.02  without any
     repayment;  and (ii) decrease the nominal value of each UPC Priority  Share
     and  UPC  Preference  Share  A  from(euro)1.00   to(euro)0.02  without  any
     repayment,  which capital reduction will permit the Debtor to eliminate its
     accumulated deficit;

          (c)  considering  and  acting  upon a proposal  to amend the  Debtor's
     Articles  of  Association  (the  "Second  Amendment")   (effective  on  the
     Effective  Date) to (i)  decrease  the number of  authorized  UPC  Ordinary
     Shares A to 450,000,000;  (ii) remove the UPC Preference  Shares A from the
     authorized  capital  of  the  Debtor;   (iii)  authorize  a  new  class  of
     50,000,000,000  registered  ordinary  shares  C with  a  nominal  value  of
     (euro)0.02  ("UPC  Ordinary  Shares C"); (iv) in the event Dutch law allows
     the issuance of nonvoting  stock,  prohibit the issuance of nonvoting stock
     and prohibit cooperation in connection with the

                                      -37-


<PAGE>


     issuance of depository  receipts;  and (v) remove the UPC Ordinary Shares B
     and the UPC Preference Shares B from the authorized capital of the Debtor.

          (d)  considering  and  acting  upon a  proposal  to  convert  the  UPC
     Preference  Shares A on a one-for-one  basis into  registered  UPC Ordinary
     Shares A, effective upon the Second Amendment and the Effective Date;

          (e)  considering  and  acting  upon a proposal  to amend the  Debtor's
     Articles of  Association  (effective on the later to occur of the Effective
     Date  and the  date of the  delisting  of the UPC  Ordinary  Shares  A from
     Euronext) (the "Third  Amendment") to effectuate  that the Debtor will have
     Articles of Association of a non-listed company, including, inter alia, the
     following contents: (i) allow only for registered shares; (ii) restrictions
     on transfers of shares;  (iii) amend the management structure of the Debtor
     to a one-tier  board  (i.e.,  that the Debtor's  Supervisory  Board will be
     eliminated, the holders of the UPC Priority Shares will have certain rights
     with respect to the Debtor's  Board of Management and the Debtor's Board of
     Management  will  consist  of one or more  members);  (iv)  holders  of UPC
     Ordinary  Shares A only to be authorized to exercise the rights attached to
     their UPC  Ordinary  Shares A upon  exchange of their  bearer UPC  Ordinary
     Shares A into  registered  UPC  Ordinary  Shares  A; and (v) as soon as all
     issued  shares in the Debtor will be held by one  shareholder,  each issued
     UPC Priority  Share will  convert  into one UPC  Ordinary  Share C, and all
     powers of the  holders of the UPC  Priority  Shares  under the  Articles of
     Association of the Debtor shall, to the extent  possible,  be vested in the
     general meeting of shareholders of the Debtor;

          (f) accepting the resignations of (i) John F. Riordan,  (ii) Nimrod J.
     Kovacs,  (iii)  Charles  H.R.  Bracken,  (iv)  James S.  O'Neill,  (v) Gene
     Musselman  and (vi) Anton M. Tuijten,  as managing  directors of the Debtor
     with effect on the later to occur of the Effective Date and the date of the
     delisting  of the UPC Ordinary  Shares A from  Euronext and granting a full
     and final release from  liability  with respect to their  management of the
     Debtor;

          (g) accepting the  resignations of (i) Michael T. Fries,  (ii) John P.
     Cole, Jr., (iii) Richard J.A. de Lange, (iv) Ellen P. Spangler, (v) Tina M.
     Wildes and (vi) John W. Dick, as  supervisory  directors of the Debtor with
     effect  on the  later to occur  of the  Effective  Date and the date of the
     delisting  of the UPC Ordinary  Shares A from  Euronext and granting a full
     and final release from liability  with respect to their  supervision of the
     Debtor;

          (h)  appointing  New UPC as sole managing  director of the Debtor with
     effect as of the later to occur of the Effective  Date and the delisting of
     the UPC Ordinary Shares A from Euronext;

          (i)  authorizing  the Board of  Management  of the  Debtor and Allen &
     Overy, Amsterdam, The Netherlands,  to apply for the ministerial statements
     of no  objections  and to execute  deeds of  amendment  of the  Articles of
     Association  of the  Debtor as set  forth in the  First,  Second  and Third
     Amendments; and

                                      -38-


<PAGE>


          (j)  transacting  such other  business as may properly come before the
     Extraordinary  General Meeting or any postponements or adjournments thereof
     (collectively, the "Shareholder Proposals")

     Section 9.4 Amendment of Organizational Documents.

          (a) Amendment of Articles of Association.  A substantially  final form
     of the Amended and Restated UPC Articles of  Association  is annexed hereto
     as Exhibit  "B" and shall  include  such  provisions  as are  necessary  to
     satisfy the provisions of the Plan and the U.S.  Bankruptcy Code including,
     among  other  things,  (i) in the event  Dutch law allows the  issuance  of
     nonvoting  stock,  prohibit the issuance of nonvoting  stock to the extent,
     and  only  to the  extent,  required  by  Section  1123(a)(6)  of the  U.S.
     Bankruptcy  Code, and prohibit  cooperation in connection with the issuance
     of depository  receipts and (ii) such provisions as are necessary to effect
     the Shareholder Proposals; provided, however, that the effectiveness of any
     such  amendments   shall  be  subject  to  the  approval   thereof  at  the
     Extraordinary General Meeting as well as to the occurrence of the Effective
     Date.

          (b) New UPC Organizational  Documents.  A substantially  final form of
     the Amended and  Restated  New UPC  Certificate  of  Incorporation  and the
     Amended and Restated  New UPC By-Laws  shall each be Filed on or before the
     Document  Filing Date and shall each include those terms and  conditions as
     are  contemplated  to be  included  in  such  documents  in the  Disclosure
     Statement.

     Section  9.5  Corporate  Action.  On the  Effective  Date,  subject  to any
requirements of Dutch law, the Reorganized Debtor shall execute and deliver, and
is authorized,  without any further corporate action, to execute and deliver all
agreements,  documents and instruments (and all exhibits,  schedules and annexes
thereto)  contemplated  by the Plan or the exhibits  thereto and take such other
action as is necessary or appropriate to effectuate  the  transactions  provided
for in the Plan.

     Section 9.6  Implementation of the Restructuring  Under Dutch Law. In order
to  facilitate  implementation  of the Plan, on the  Effective  Date,  UPC shall
consummate,  in  accordance  with and under the  provisions  of Dutch  Law,  all
transactions  contemplated by the  Restructuring,  including the consummation of
the Akkoord and the Dutch Implementing Offer.

     Section  9.7   Contribution  of  UPC  Shares.   Simultaneously   with,  and
conditional upon the occurrence of, the Effective Date, UGC shall contribute, or
shall cause the other members of the UGC Group to contribute, to New UPC any and
all UPC Ordinary Shares A, UPC Preference Shares A and UPC Priority Shares owned
by the UGC Group.

     Section 9.8 New UPC Common Stock. No later than the Effective Date, New UPC
shall authorize the New UPC Common Stock and shall issue a sufficient  number of
shares of New UPC Common Stock to implement the Plan.

     Section 9.9 Offer  Memorandum.  To the extent required by applicable  Dutch
securities laws and regulations of the A-FM, New UPC and UPC shall, prior to the
Effective  Date,  prepare,

                                      -39-


<PAGE>


and,  subject  to  the  approval  of  UGC  and  after   consultation   with  the
Participating  Noteholders,  file with the A-FM and make generally available and
mail to the Holders of UPC Ordinary Shares A in bearer form an offer  memorandum
(together  with  all  materials   included   therewith  and  any  amendments  or
supplements  thereto,  the "Offer  Memorandum") in respect of the New UPC Common
Stock to be issued in connection  with the  Restructuring  pursuant to the Plan.
The  procedures  for  exchanging  shares  of New UPC  Common  Stock  for the UPC
Ordinary Shares A in bearer form shall be included in the Offer Memorandum.

     Section  9.10  Listing  of New UPC  Common  Stock.  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  NASDAQ,  but  obtaining  such
listing shall not be a condition to either  Confirmation  or consummation of the
Plan.

     Section  9.11  Transfers  Under Plan.  On the  Effective  Date,  all of the
outstanding Belmarken Notes, UPC Notes, General Unsecured Claims, UPC Preference
Shares A, UPC  Priority  Shares,  UPC  Ordinary  Shares A and Equity  Securities
Claims shall be  transferred  for shares of New UPC Common Stock,  in accordance
with Sections 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 of the Plan, as applicable.  The
transfers of the Belmarken Notes, the UPC Notes, the General  Unsecured  Claims,
the UPC Preference Shares A, the UPC Priority Shares,  the UPC Ordinary Shares A
and the Equity  Securities  Claims for New UPC  Common  Stock,  shall be in full
satisfaction,  settlement,  release and discharge of all Allowed Belmarken Notes
Claims,  all Allowed UPC Notes Claims,  all Allowed UPC Preference Shares A, all
Allowed UPC Priority  Shares,  all Allowed UPC Ordinary Shares A and all Allowed
Equity  Securities  Claims,  other than any  Belmarken  Notes,  UPC  Notes,  UPC
Preference  Shares A, UPC Priority  Shares or UPC Ordinary  Shares A held by New
UPC on the  Effective  Date. In connection  with the  foregoing,  New UPC Common
Stock shall be credited to the accounts  maintained  on behalf of the Holders of
the UPC Notes, the UPC Preference  Shares A, the UPC Priority Shares and the UPC
Ordinary Shares A at the applicable registered record holder.

     Section 9.12  Operations  Between the  Confirmation  Date and the Effective
Date. The Debtor shall  continue to operate as debtor in possession,  subject to
the  supervision  of the  U.S.  Bankruptcy  Court  during  the  period  from the
Confirmation Date through and until the Effective Date.

     Section 9.13 Revesting of Assets. Except as otherwise expressly provided in
the Plan or the Confirmation Order, pursuant to Sections 1123(a)(5),  1123(b)(3)
and 1141(b) of the U.S.  Bankruptcy  Code,  all Property  comprising the Estate,
including,  but not  limited  to, all Causes of Action  shall  automatically  be
retained and revest in the Reorganized Debtor or its successors or assigns, free
and clear of all Claims,  Liens,  contractually-imposed  restrictions,  charges,
encumbrances  and  interests of  Creditors  and Equity  Interest  Holders on the
Effective Date, with all such Claims, Liens, contractually-imposed restrictions,
charges,  encumbrances  and  interests  being  extinguished  except as otherwise
provided in the Plan.  As of the  Effective  Date,  the  Reorganized  Debtor may
operate its  business  and use,  acquire and dispose of Property  and settle and
compromise  Claims,  Equity  Interests  or Old Other  Equity  Interests  without
supervision of the U.S.  Bankruptcy  Court and free of any  restrictions  of the
U.S. Bankruptcy Code or the U.S. Bankruptcy Rules, other than those restrictions
expressly imposed by the Plan, the Akkoord,  and

                                      -40-


<PAGE>


the Confirmation Order.  Without limiting the foregoing,  the Reorganized Debtor
may pay the charges it incurs for professional fees, disbursements, expenses, or
related  support  services   incurred  after  the  Effective  Date  without  any
application to the U.S. Bankruptcy Court.

     Section 9.14 Approval of Agreements.  Subject to any relevant  approvals at
the Extraordinary General Meeting, Confirmation shall constitute approval of all
other agreements and transactions  contemplated by the Plan and the Confirmation
Order shall so provide.

     Section 9.15 Incentive Plan. On the Effective Date, New UPC shall adopt the
Incentive Plan.

     Section 9.16  Stockholders  Agreement.  On or prior to the Effective  Date,
UGC,  New UPC,  the  Participating  Noteholders  and any other Holder of Allowed
Class 5 Claims  who  elects  to  become a party  thereto  shall  enter  into the
Stockholders Agreement.

     Section 9.17 New UPC Equity Purchase Rights.

          (a) On the  Effective  Date,  New UPC shall  provide  each Holder of a
     Class 4 Claim or Class 5 Claim the  right  (the  "New UPC  Equity  Purchase
     Rights") to purchase for Cash a pro rata portion of Subscription Shares (as
     defined below) of New UPC Common Stock,  at the Implied  Purchase Price per
     Subscription Share, in addition to the shares of New UPC Common Stock to be
     received by the Holders of such Claims  under  Sections  4.6 and 4.7 of the
     Plan. The total number of "Subscription Shares" is equal to (a) the Maximum
     Subscription Amount, (b) divided by the Implied Purchase Price.

          (b) For the purposes of Section  9.17(a) of the Plan, "pro rata" shall
     be based on the number of shares of New UPC Common Stock to be  distributed
     under the Plan on account of Class 4 Claims and UPC Notes Claims.  A Holder
     of a General Unsecured Claim may purchase  Subscription  Shares pursuant to
     its New UPC Equity  Purchase Rights in an amount equal to (a) the amount of
     its General  Unsecured Claim (in Euros)  multiplied by (b) the ratio of (i)
     the number of  Subscription  Shares  per(euro)1,000  of  Allowed  UPC Notes
     Claims  allotted to the Holders of the UPC Notes Claims to (ii) 1,000.  Any
     such  purchase  shall  reduce the number of  Subscription  Shares  that the
     Holder of the Class 4 Claims is entitled  to  purchase  pursuant to its New
     UPC Equity Purchase Rights until the number of Subscription Shares that the
     Holder of the Class 4 Claim is entitled to purchase pursuant to its New UPC
     Equity  Purchase Rights is reduced to zero and,  thereafter,  shall ratably
     reduce  the number of  Subscription  Shares  that the  Holders of UPC Notes
     Claims are entitled to purchase  pursuant to their New UPC Equity  Purchase
     Rights.

          (c) The New UPC Equity  Purchase  Rights shall be exercisable  only on
     the  Effective  Date,  but notice of intent to exercise  must be given by a
     subscribing holder not later than the deadline fixed by the U.S. Bankruptcy
     Court  for  voting  to  accept  or  reject  the  Plan and  payment  for the
     Subscription  Shares  subscribed  for by such  subscribing  holder  must be
     received by the  subscription  agent for New UPC at least five (5) Business
     Days prior to the  Effective  Date.  All purchases of  Subscription  Shares
     under the New UPC  Equity  Purchase  Rights  shall be in  Euros.  A payment
     invoice  will be  sent  to  each

                                      -41-


<PAGE>

     subscribing  holder promptly after the Confirmation  Date. The invoice will
     set forth (i) the number of Subscription Shares to be subscribed for by the
     subscribing  holder,  (ii) the aggregate  subscription  amount in Euros for
     such subscribing  holder's purchase of such  Subscription  Shares and (iii)
     the payment deadline by which such  subscribing  holder will be required to
     make payment of the subscription amount to New UPC's subscription agent. If
     the subscribing  holder holds UPC Notes Claims denominated in United States
     Dollars,  the subscription  amount set forth in such  subscribing  holder's
     invoice will be denominated in United States Dollars,  converted from Euros
     and  adjusted to take  account of currency  exchange  rates at the time the
     invoice is sent and any  administrative and other costs associated with the
     currency  exchange.  Once notice of exercise is given,  the exercise of the
     New UPC Equity  Purchase  Rights is  irrevocable,  even if the  subscribing
     holder's Claim becomes a Disallowed Claim or is classified into a different
     Class after the exercise.

     Section 9.18 UGC  Subscription  Commitment.  Subject to confirmation of the
Plan and the  ratified  Akkoord  becoming  final and  conclusive  (in kracht van
gewijsde  gaan),  on the Effective  Date, in accordance  with the  Restructuring
Agreement, New UPC shall sell to UGC on the terms set forth in the Restructuring
Agreement and at the Implied  Purchase  Price,  the total number of Subscription
Shares of New UPC Common  Stock that were not  subscribed  for by the Holders of
Class 4 Claims and Class 5 Claims pursuant to the New UPC Equity Purchase Rights
(the "UGC Subscription Commitment").

     Section 9.19  Treatment of UPC Owned UPC 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 to the
Restructuring  Agreement,  shall be deemed  to be  cancelled  on or  before  the
Effective  Date without any further  action by UPC or the Indenture  Trustee and
UPC shall not be entitled to receive any consideration under the Plan on account
thereof.

     Section 9.20 Rights of Action.  Except as  otherwise  provided in the Plan,
all Causes of Action,  other than  Avoidance  Actions,  shall  automatically  be
retained  and  preserved  and  will  revest  in the  Reorganized  Debtor  or its
successors or assigns.  Pursuant to Section  1123(b)(3)  of the U.S.  Bankruptcy
Code,  the  Reorganized  Debtor  (as a  representative  of  the  Estate)  or its
successors or assigns  shall retain and have the exclusive  right to enforce and
prosecute  such  Causes of Action  against  any  Person,  that arose  before the
Effective Date, other than those expressly released or compromised as part of or
pursuant to the Plan.

                                      -42-


<PAGE>


                                   ARTICLE X

              OPERATION AND MANAGEMENT OF THE REORGANIZED DEBTOR

     Section 10.1 Post-Effective Date Operation of Business.  From and after the
Effective  Date,  the  Reorganized  Debtor will  continue to exist and engage in
business,  in accordance with the applicable law in the jurisdiction in which it
is incorporated and pursuant to its organizational documents as amended pursuant
to this Plan.

     Section 10.2 Post-Confirmation Directors and Officers of the Debtor and New
UPC. From and after the Effective  Date, the corporate  governance of the Debtor
shall be modified to ensure that the  decisions  taken by the Board of Directors
of New  UPC,  subject  to the  Amended  and  Restated  New  UPC  Certificate  of
Incorporation and the Amended and Restated New UPC By-Laws,  will be implemented
by the Debtor.  The members of the Board of  Management  of the Debtor as of the
Effective Date shall be those  individuals  set forth on the Board of Management
Schedule.  It is the  intention of New UPC and the Debtor that,  under the Third
Amendment  upon the later to occur of the  Effective  Date and the date on which
the Debtor is delisted  from  Euronext,  the Board of  Management  of the Debtor
shall  be New  UPC.  Effective  upon  the  Third  Amendment,  there  will  be no
Supervisory  Board for the Debtor.  The officers and  directors of New UPC as of
the  Effective  Date  shall  be  those  individuals  set  forth  on the  New UPC
Management Schedule.

                                   ARTICLE XI

                           CONDITIONS TO CONFIRMATION
                          AND CONSUMMATION OF THE PLAN

     Section 11.1 Conditions Precedent to Confirmation.  Confirmation is subject
to the following conditions precedent:

          (a) The Confirmation  Order shall be in form and substance  reasonably
     acceptable to the Debtor,  New UPC, UGC and the Participating  Noteholders;
     provided  that none of UGC, New UPC or the  Participating  Noteholders  may
     request  that  the   Confirmation   Order  contain  a  provision   that  is
     inconsistent with any of the provisions of the Restructuring Agreement; and

          (b) the Offer  Memorandum,  which will be comprised of the  Disclosure
     Statement and an offer memorandum supplement,  shall have been submitted to
     the A-FM  prior to the  commencement  of the Dutch  Implementing  Offer and
     generally  made  available  to the  Holders  of the UPC  Ordinary  Shares A
     outside the United States to effectuate the Restructuring.

     Section  11.2  Conditions  Precedent  to  Consummation.  The Plan  shall be
consummated  and the  Effective  Date shall  occur if and only if the  following
conditions  shall have  occurred  or shall have been duly  waived (if  waivable)
pursuant to Section 11.3 below:

                                      -43-


<PAGE>


          (a) the  Confirmation  Order  shall not have been  vacated,  reversed,
     stayed,  modified,  amended,  enjoined or restrained by order of a court of
     competent jurisdiction and shall have become a Final Order;

          (b) the Akkoord shall have been adopted by the  requisite  majority of
     Ordinary Creditors and subsequently ratified by the Dutch Bankruptcy Court,
     all  conditions  to  the  effectiveness  of the  Akkoord  shall  have  been
     satisfied  or duly waived to the extent  permitted  therein,  and the Dutch
     Bankruptcy Court's  ratification of the Akkoord shall have become final and
     binding and no longer subject to appeal;

          (c) the UPC  Voting  Securities  and  Belmarken  Notes held by the UGC
     Group shall have been contributed to the capital of New UPC;

          (d)  the  Debtor's   shareholders   shall  have  duly  authorized  the
     Shareholder Proposals at the Extraordinary General Meeting;

          (e) New UPC shall  have  issued  sufficient  shares of New UPC  Common
     Stock to effect the Restructuring in accordance with the Plan;

          (f) New UPC shall have sold the Belmarken Notes to the capital of UPC;

          (g)  the  Dutch   Implementing   Offer   shall   have  been   declared
     unconditional;

          (h) all UPC Preference Shares A shall have been registered in the name
     of New UPC after giving effect to the consummation of the Restructuring or,
     in the event that the UPC  Preference  Shares A are not  transferred to New
     UPC under the Plan,  shall have been converted on a one-for-one  basis into
     registered UPC Ordinary  Shares A in accordance  with Section 9.2(c) of the
     Plan;  provided,  however,  that this condition  shall be deemed  satisfied
     unless,  on or before  the date that is ten (10) days  prior to the date of
     the hearing to ratify the  Akkoord,  UGC or a  Majority-in-Interest  of the
     Participating Noteholders shall serve written notice on the other that such
     condition has not been satisfied;

          (i) UGC and the  Holders  of Class 4 Claims  and Class 5 Claims  shall
     have subscribed for and purchased for Cash the total number of Subscription
     Shares of New UPC Common  Stock  pursuant  to the New UPC  Equity  Purchase
     Rights and the UGC Subscription Commitment;

          (j) the Incentive Plan shall have been adopted by New UPC;

          (k) all documents and agreements  required to be executed or delivered
     under the Plan, the Akkoord or the  Restructuring  Agreement on or prior to
     the  Effective  Date,  including,   without  limitation,  the  Stockholders
     Agreement, shall have been executed and delivered by the parties thereto;

          (l)  the  U.S.   Bankruptcy   Court   shall  have   entered  an  order
     (contemplated  to be  part  of  the  Confirmation  Order)  authorizing  and
     directing  the  Debtor  and the  Reorganized

                                      -44-


<PAGE>


     Debtor  to take  all  actions  necessary  or  appropriate  to  enter  into,
     implement, and consummate the contracts, instruments,  releases, indentures
     and other agreements or documents created, amended, supplemented,  modified
     or adopted in connection with the Plan;

          (m) the Amended and Restated UPC Articles of Association,  the Amended
     and  Restated  New UPC  Certificate  of  Incorporation  and the Amended and
     Restated  New UPC  By-Laws  shall  have  been  filed  with  the  applicable
     authority of each entity's jurisdiction of incorporation or organization in
     accordance with such jurisdiction's applicable law;

          (n) all authorizations, consents and regulatory approvals required, if
     any,  in order  to  consummate  the Plan or the  Akkoord  shall  have  been
     obtained; and

          (o) no order of a court shall have been  entered  and shall  remain in
     effect restraining the Debtor from consummating the Plan.

     Section  11.3 Waiver of  Conditions  to  Consummation.  The  conditions  to
consummation in Section 11.2 may be waived at any time by a writing signed by an
authorized   representative  of  the  Debtor,  New  UPC  and  the  Participating
Noteholders, without notice or order of the U.S. Bankruptcy Court or any further
action other than proceeding to consummation of the Plan.

                                  ARTICLE XII

                             EFFECTS OF CONFIRMATION

     Section 12.1 Discharge.  To the fullest extent  permitted by applicable law
(including,  without  limitation,  Section 105 of the U.S. Bankruptcy Code), and
except as otherwise  provided in the Plan or in the Confirmation  Order: (A) all
property  distributed  under  the Plan  shall be in  consideration  for,  and in
complete satisfaction,  settlement,  discharge and release of, all Claims of any
nature  whatsoever  against,  Equity Interests in, or Old Other Equity Interests
in, the Debtor,  the  Reorganized  Debtor,  the Estate or any of their assets or
properties and,  regardless of whether any property shall have been  distributed
or retained pursuant to the Plan on account of such Claims,  Equity Interests or
Old Other Equity  Interests,  upon the Effective  Date,  except as otherwise set
forth in the Plan, (i) the Debtor shall be deemed  discharged and released under
Section  1141(d)(1)(A)  of the U.S.  Bankruptcy  Code  from any and all  Claims,
including,  but not limited to,  demands and  liabilities  that arose before the
Confirmation Date, debts (as such term is defined in Section 101(12) of the U.S.
Bankruptcy Code), Liens, security interests, and encumbrances of and against all
Property of the Estate,  the Debtor and its  Affiliates,  that arose  before the
Confirmation Date, including without limitation, all debts of the kind specified
in Sections 502(g), 502(h) or 502(i) of the U.S. Bankruptcy Code, whether or not
(a) such Claim has been Allowed  pursuant to Section 502 of the U.S.  Bankruptcy
Code,  or (b) the Holder of such Claim has voted to accept the Plan and (ii) all
interests of the Holders of Equity  Interests and, to the extent permitted under
applicable law, Old Other Equity  Interests  shall be terminated;  and (B) as of
the Confirmation Date, all Persons,  including,  without limitation, all Holders
of Claims,  Equity Interests or Old Other Equity Interests,  shall be barred and
enjoined from  asserting  against the Debtor or the  Reorganized  Debtor,  their
successors or their property any

                                      -45-


<PAGE>

other or further Claims,  debts, rights, Causes of Action,  liabilities,  Equity
Interests  or Old Other Equity  Interests  relating to the Debtor based upon any
act,  omission,  transaction or other activity of any nature that occurred prior
to the Confirmation  Date. In accordance with the foregoing,  except as provided
in the  Plan or the  Confirmation  Order,  the  Confirmation  Order  shall  be a
judicial  determination  of  discharge  of all such  Claims and other  debts and
liabilities  against the Debtor and termination of all Equity  Interests and, to
the extent permitted under applicable law, Old Other Equity Interests,  pursuant
to Sections 524 and 1141 of the U.S.  Bankruptcy  Code,  and such  discharge and
termination  shall void any judgment obtained against the Debtor at any time, to
the extent that such judgment relates to a discharged Claim or terminated Equity
Interest  or Old  Other  Equity  Interest.  In  particular,  Confirmation  shall
permanently  enjoin all Holders of Claims  against,  Equity  Interests in or Old
Other  Equity  Interests  in the Debtor and any other  parties in interest  from
taking any action  whatsoever,  whether  within or outside of the United States,
that in any way is inconsistent  with or contrary to the  classification  and/or
treatment of Claims,  Equity  Interests or Old Other Equity Interests under this
Plan, and all Holders are bound by the Plan; provided,  however, that nothing in
the Plan shall enjoin a Holder of a Claim against the Debtor from  asserting its
Claim in the Dutch  Bankruptcy  Case or  asserting  any  position  therein  with
respect  to  the  classification  or  treatment  thereof.   Notwithstanding  the
foregoing,  nothing in this Section 12.1 or the Confirmation  Order shall affect
the  rights of New UPC with  respect to any  Belmarken  Notes,  UPC  Notes,  UPC
Preference  Shares A, UPC Priority Shares or UPC Ordinary Shares A,  transferred
to it in accordance with the Plan.

     Section 12.2 Injunction.  Except as otherwise expressly provided for in the
Plan or the Confirmation  Order and to the fullest extent authorized or provided
by  the  U.S.  Bankruptcy  Code,   including  Sections  524  and  1141  thereof,
Confirmation shall, provided that the Effective Date occurs,  permanently enjoin
all Persons that have held,  currently hold or may hold a Claim or other debt or
liability that is discharged or an Equity Interest, Old Other Equity Interest or
other right of an equity security Holder that is Impaired or terminated pursuant
to the terms of the Plan from taking any of the  following  actions  against the
Debtor,  the  Reorganized  Debtor  or  their  property  on  account  of any such
discharged Claims, debts or liabilities or such terminated Equity Interests, Old
Other Equity  Interests or rights:  (a) commencing,  conducting or continuing in
any manner, directly or indirectly,  any suit, action or other proceeding of any
kind; (b) enforcing,  levying, attaching,  collecting or otherwise recovering in
any manner or by any means, whether directly or indirectly, any judgment, award,
decree or order; (c) creating,  perfecting or enforcing in any manner,  directly
or  indirectly,  any Lien or  encumbrance of any kind; (d) asserting any setoff,
offset,  right of subrogation or recoupment of any kind, directly or indirectly,
against any debt,  liability or obligation due to the Debtor or the  Reorganized
Debtor;  and/or (e) proceeding in any manner in any place whatsoever,  including
employing  any  process,  that  does  not  conform  to  or  comply  with  or  is
inconsistent with the provisions of the Plan.

     Section 12.3 Exculpation.

          (a) None of UGC, UGC Holdings, the Debtor, the Reorganized Debtor, New
     UPC, the Administrator,  the Committee, any Participating  Noteholder,  any
     Indenture  Trustee,  any holder of UPC Notes, UPC Preference  Shares A, UPC
     Priority  Shares  or UPC  Ordinary  Shares  A,  or  any of the  foregoing's
     respective current or former officers, directors, Subsidiaries, Affiliates,
     members,  managers,  shareholders,  partners,

                                      -46-


<PAGE>


     representatives,  employees, attorneys, financial advisors, accountants and
     agents,  or any of their respective  successors and assigns  (collectively,
     the "Exculpated Parties"), or any of their respective property,  shall have
     or incur any liability to any Holder of a Claim,  an Equity  Interest or an
     Old Other Equity 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 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 (i) for their gross  negligence  or
     willful  misconduct,  (ii) solely in the case of  attorneys,  to the extent
     that  such   exculpation   would   violate  any   applicable   professional
     disciplinary  rules,  including  Disciplinary  Rule  6-102  of the  Code of
     Professional Conduct,  (iii) solely in the case of UPC, New UPC, UGC or any
     Participating  Noteholder,  for failure to comply  with,  or breach of such
     Person's  obligations  under,  the Plan,  the Akkoord or the  Restructuring
     Agreement and (iv) solely in the case of the Indenture Trustee, for failure
     to  comply  with,  or  breach  of  such  Person's  obligations  under,  the
     Indentures, and in all respects (x) UPC, New UPC, UGC and the Participating
     Noteholders shall be entitled to reasonably rely upon the advice of counsel
     with  respect to their  duties  and  responsibilities  under the Plan,  the
     Akkoord and the Restructuring Agreement and (y) the Indenture Trustee shall
     be entitled to  reasonably  rely upon the advice of counsel with respect to
     its duties and responsibilities under the Indentures.

          (b) Notwithstanding any other provision of the Plan or the Akkoord, no
     holder of a Claim,  Equity Interest or Old Other Equity 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,
     accountants 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,  the Debtor,  the  Reorganized
     Debtor, New UPC, the  Administrator,  each  Participating  Noteholder,  any
     Indenture  Trustee,  each Holder of UPC Notes, the Belmarken Notes, the UPC
     Preference  Shares A, the UPC Priority  Shares or the UPC Ordinary Shares A
     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 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 (i) for their gross negligence or willful misconduct,  (ii)
     solely in the case of attorneys,  to the extent that such exculpation would
     violate  any  applicable   professional   disciplinary   rules,   including
     Disciplinary Rule 6-102

                                      -47-


<PAGE>

     of the Code of Professional  Conduct,  (iii) solely in the case of UPC, New
     UPC, UGC or any  Participating  Noteholder,  for failure to comply with, or
     breach of such Person's  obligations  under,  the Plan,  the Akkoord or the
     Restructuring  Agreement  and  (iv)  solely  in the  case of the  Indenture
     Trustee, for failure to comply with, or breach of such Person's obligations
     under,  the  Indentures,  and in all respects (x) UPC, New UPC, UGC and the
     Participating  Noteholders  shall be entitled to  reasonably  rely upon the
     advice of counsel with respect to their duties and  responsibilities  under
     the Plan, the Akkoord and the Restructuring Agreement and (y) the Indenture
     Trustee  shall be  entitled to  reasonably  rely upon the advice of counsel
     with respect to its duties and responsibilities under the Indentures.

     Section 12.4 Releases.

          (a) Effective on the Confirmation  Date, but subject to the occurrence
     of the Effective Date, UGC, UGC Holdings,  United Europe, Inc., the Debtor,
     the Reorganized  Debtor,  New UPC, the  Administrator,  each  Participating
     Noteholder,  any Indenture  Trustee,  each Holder of UPC Notes, and each of
     the foregoing's respective current officers,  directors, members, managers,
     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,  proceedings  and
     liabilities  which the  Debtor or any  Holder  of a Claim  against,  Equity
     Interest in, or Old Other Equity Interest in, the Debtor may be entitled to
     assert,  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 the
     Debtor, the Reorganized Debtor, New UPC, the issuance,  purchase or sale of
     the Belmarken Notes,  the UPC Notes,  the UPC Preference  Shares A, the UPC
     Priority  Shares  or the 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 (i) 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 the Restructuring  Agreement or
     (ii) the Indenture Trustee 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  Indentures;  provided  further that to the extent
     that, on the Effective Date, New UPC is the holder of any Belmarken  Notes,
     UPC Notes,  UPC  Preference  Shares A, UPC Priority  Shares or UPC Ordinary
     Shares A, whether  obtained  through the Dutch  Implementing  Offer and the
     Plan or  otherwise,  the Claims and Equity  Interests  represented  by such
     Belmarken Notes,  UPC Notes,  UPC Preference  Shares A, UPC Priority Shares
     and UPC Ordinary Shares A held by New UPC

                                      -48-


<PAGE>

     will not be released, but will instead remain outstanding.  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 and 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 the Debtor, the
     Reorganized   Debtor,  New  UPC  and  their  respective  current  officers,
     directors,  members,  managers,   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, the UPC Priority  Shares,  the 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 and interests  solely  against UPC on account of
     any  Belmarken  Notes,  UPC Notes,  UPC  Preference  Shares A, UPC Priority
     Shares or UPC Ordinary Shares A held by New UPC,  whether  obtained through
     the Dutch Implementing Offer and the Plan or otherwise.

          (b)  Nothing  in the  Plan  shall  effect  a  release  in favor of any
     released  party from any liability  arising under (i) the Internal  Revenue
     Code, or any state, city or municipal tax code, (ii) the environmental laws
     of the  United  States,  any  state,  city or  municipality,  or (iii)  any
     criminal laws of the United States,  any state,  city or municipality;  nor
     shall  anything  in the Plan  enjoin the United  States  government  or any
     state, city or municipality,  as applicable, from bringing any claim, suit,
     action or other  proceeding  against any released  party for any  liability
     arising  under  (i)  the  Internal  Revenue  Code,  or any  state,  city or
     municipal tax code, (ii) the environmental  laws of the United States,  any
     state,  city or  municipality,  or (iii) any  criminal  laws of the  United
     States,  any state,  city or  municipality;  provided,  however,  that this
     paragraph  shall in no way  affect or limit the  discharge  granted  to the
     Debtor under Chapter 11 of the U.S. Bankruptcy Code and pursuant to Section
     12.1 of the Plan.

          (c) Solely in the case of attorneys,  nothing in the Plan shall effect
     a release from any  liability  arising  under any  applicable  professional
     disciplinary  rule,  including  Disciplinary  Rule  6-102  of the  Code  of
     Professional Conduct.

     Section 12.5 Binding  Effect of Plan.  The  provisions of the Plan shall be
binding upon and inure to the benefit of the Debtor, the Estate, the Reorganized
Debtor,  any Holder of any Claim,  Equity  Interest or Old Other Equity Interest
treated  herein or any Person  named or referred to in the Plan,  the  Indenture
Trustee  and  each  of  their  respective  heirs,   executors,   administrators,
representatives,   predecessors,   successors,  assigns,  agents,  officers  and
directors,  and, to the fullest extent permitted under the U.S.  Bankruptcy Code
and other applicable law, each other Person affected by the Plan.

     Section 12.6 Indemnification.  To the extent not inconsistent with the Plan
or the Confirmation Order and to the fullest extent permitted by applicable law,
including,  but not  limited  to,  the  extent  provided  in the  Debtor's,  the
Reorganized Debtor's or New UPC's

                                      -49-


<PAGE>

constituent documents, contracts (including, but limited to, any indemnification
agreements),  statutory  law or common law, the  Reorganized  Debtor and New UPC
shall  indemnify,  hold harmless and reimburse the  Exculpated  Parties from and
against any and all losses,  claims, Causes of Action,  damages, fees, expenses,
liabilities and actions: (A) for any act taken or omission made in good faith in
connection with or in any way related to negotiating, formulating, implementing,
confirming or consummating the Plan, the Akkoord, the Disclosure Statement,  the
Restructuring Agreement or any contract,  instrument, release or other agreement
or  document  created  in  connection  with  the  Plan  or  the  Akkoord  or the
administration  of the Chapter 11 Case or the Dutch  Bankruptcy Case; or (B) for
any act or omission in connection with or arising out of the  administration  of
the Plan or the Akkoord or the property to be distributed  under the Plan or the
Akkoord or the operations or activities of the Debtor, the Reorganized Debtor or
New UPC, and any Claims of any such  Exculpated  Party  against the  Reorganized
Debtor or New UPC, as applicable, on account of such indemnification obligations
shall be unaltered and Unimpaired  within the meaning of Section  1124(l) of the
U.S.  Bankruptcy  Code,  except that neither the Reorganized  Debtor nor New UPC
shall have any  obligation  to indemnify  any  Exculpated  Party for any acts or
omissions that  constitute  gross  negligence or willful  misconduct;  provided,
however,  that upon request of an Exculpated Party covered by this Section 12.6,
the  Reorganized  Debtor and New UPC shall advance  amounts to cover any and all
losses,  claims,  Causes of Action,  damages,  fees,  expenses,  liabilities and
actions;  provided  further,  that  if  a  court  of  a  competent  jurisdiction
determines that such  Exculpated  Party is not entitled to the amounts that were
advanced, such Exculpated Party shall return the funds to the Reorganized Debtor
or New UPC,  as  applicable.  Such  indemnification  obligations  shall  survive
unaffected by Confirmation, irrespective of whether such indemnification is owed
for an act or event occurring before or after the Petition Date.

     Section 12.7 Term of Injunctions or Stays. Unless otherwise provided herein
or in the  Confirmation  Order,  all  injunctions  or stays  provided for in the
Chapter 11 Case under  Sections  105(a) or 362 of the U.S.  Bankruptcy  Code, or
otherwise, and in existence on the Confirmation Date, shall remain in full force
and effect until the Effective Date.

     Section  12.8  Preservation  of  Insurance.   Except  as  necessary  to  be
consistent  with the Plan, the Plan and the discharge  provided herein shall not
diminish or impair (A) the  enforceability of insurance  policies that may cover
Claims  against  the  Debtor or any  other  Person  or (B) the  continuation  of
workers' compensation programs in effect, including self-insurance programs.

     Section 12.9 Waiver of Subordination  Rights.  Any Distributions  under the
Plan shall be received and retained free of and from any  obligations to hold or
transfer  the same to any other  Creditor,  and shall  not be  subject  to levy,
garnishment,  attachment  or other legal  process by any Holder by reason of any
claimed  contractual,   legal  or  equitable   subordination   rights,  and  the
Confirmation  Order shall  constitute  an  injunction  enjoining any Person from
enforcing  or  attempting  to  enforce  any  contractual,   legal  or  equitable
subordination  rights to Property distributed under the Plan, in each case other
than as provided in the Plan.

     Section  12.10  No  Successor  Liability.  Except  as  otherwise  expressly
provided in the Plan, the Debtor and the Reorganized  Debtor do not, pursuant to
the Plan or otherwise,  assume,

                                      -50-


<PAGE>

agree  to  perform,   pay,  or  indemnify   Creditors  or  otherwise   have  any
responsibilities for any liabilities or obligations of the Debtor relating to or
arising out of the operations or assets of the Debtor, whether arising prior to,
on, or after the Confirmation Date. The Reorganized Debtor is not, and shall not
be, a  successor  to the Debtor by reason of any  theory of law or  equity,  and
shall not have any successor or  transferee  liability of any kind or character,
except  that the  Reorganized  Debtor  shall  assume the  obligations  specified
therefor in the Plan and the Confirmation Order.

                                  ARTICLE XIII

                            RETENTION OF JURISDICTION

     Section   13.1   Continuing   Jurisdiction   of  U.S.   Bankruptcy   Court.
Notwithstanding  Confirmation and the occurrence of the Effective Date, the U.S.
Bankruptcy  Court shall  retain after the  Effective  Date  jurisdiction  of all
matters  arising  out of,  arising in or related  to, the Chapter 11 Case to the
fullest  extent  permitted by applicable  law,  including,  without  limitation,
jurisdiction to:

          (a) classify or establish the priority or secured or unsecured  status
     of any  Claim or  Equity  Interest  (whether  Filed  before  or  after  the
     Effective Date and whether or not contingent,  Disputed or unliquidated) or
     resolve any dispute as to the treatment necessary to Reinstate such a Claim
     pursuant to the Plan;

          (b) allow,  disallow,  determine,  liquidate  or  estimate  any Claim,
     Equity  Interest or Old Other Equity  Interest,  including the  compromise,
     settlement  and resolution of any request for payment of any such Claim and
     the  resolution  of any  Objections  to the  allowance  of any such Claims,
     Equity Interests or Old Other Equity  Interests,  and to hear and determine
     any other issue presented hereby or arising hereunder, including during the
     pendency of any appeal  relating to any  Objection to such  Claims,  Equity
     Interests or Old Other Equity Interests;

          (c) grant or deny any  applications  for allowance of  compensation or
     reimbursement  of expenses  pursuant to Sections  330, 331 or 503(b) of the
     U.S.  Bankruptcy  Code or otherwise  provided for in the Plan,  for periods
     ending on or before the Effective Date;

          (d)  determine  and  resolve  any and  all  controversies  arising  in
     connection  with  the  Chapter  11 Case  and  relating  to the  rights  and
     obligations of the Indenture  Trustee,  the Disbursing Agent and any voting
     agent and/or  claims agent  retained by the Debtor in  connection  with the
     Chapter 11 Case,  including,  without  limitation,  any dispute  arising in
     connection  with the  payment of the  reasonable  fees and  expenses of the
     Indenture Trustee, the Disbursing Agent and such voting agent and/or claims
     agent in connection with their duties in the Chapter 11 Case;

          (e) enter and implement such orders as are necessary or appropriate if
     the  Confirmation  Order  is for any  reason  modified,  stayed,  reversed,
     revoked or vacated;

                                      -51-


<PAGE>


          (f) determine such other matters and for such other purposes as may be
     provided in the Confirmation Order;

          (g) hear and  determine  any  other  matters  related  hereto  and not
     inconsistent with Chapter 11 of the U.S. Bankruptcy Code;

          (h) continue to enforce the automatic  stay and any stay imposed under
     Section 105(a) of the U.S. Bankruptcy Code through the Effective Date;

          (i) hear and  determine (i) disputes  arising in  connection  with the
     interpretation,  implementation  or  enforcement of the Plan or (ii) issues
     presented or arising under the Plan,  including  disputes among Holders and
     arising under agreements,  documents or instruments  executed in connection
     with the Plan;

          (j) enter a final decree  closing the Chapter 11 Case or converting it
     to a Chapter 7 case;

          (k)  determine  and  resolve any  matters  related to the  assumption,
     assumption  and  assignment  or  rejection  of any  executory  contract  or
     unexpired lease to which the Debtor is a party or with respect to which the
     Debtor may be liable, and to hear,  determine and, if necessary,  liquidate
     any Claims arising therefrom;

          (l) ensure that all payments due under the Plan and performance of the
     provisions of the Plan are  accomplished as provided  herein  (including by
     the  approval  of  additional,   supplemental   or  modified   distribution
     procedures or otherwise) and resolve any issues  relating to  distributions
     to Holders of Allowed  Claims or Allowed Equity  Interests  pursuant to the
     provisions of the Plan;

          (m)  construe,  take any action and issue  such  orders,  prior to and
     following the  Confirmation  Date and  consistent  with Section 1142 of the
     U.S.   Bankruptcy   Code,  as  may  be  necessary   for  the   enforcement,
     implementation,  execution and  consummation of the Plan and all contracts,
     instruments, releases, indentures and other agreements or documents created
     in connection with the Plan, including,  without limitation, the Disclosure
     Statement and the Confirmation  Order, for the maintenance of the integrity
     of the Plan and  protection of the  Reorganized  Debtor in accordance  with
     Sections 524 and 1141 of the U.S. Bankruptcy Code following consummation;

          (n) determine  any other matters that may arise in connection  with or
     relating to the Plan, the Disclosure  Statement,  the Confirmation Order or
     any contract, instrument, release, indenture or other agreement or document
     created  in  connection  with the Plan,  the  Disclosure  Statement  or the
     Confirmation Order, except as otherwise provided in the Plan;

          (o) determine and resolve any cases, controversies,  suits or disputes
     that  may  arise  in  connection  with  the  consummation,  interpretation,
     implementation or enforcement of the Plan (and all Exhibits to the Plan) or
     the  Confirmation  Order,  including  the  indemnification  and  injunction
     provisions set forth in and  contemplated  by

                                      -52-


<PAGE>

     the Plan or the Confirmation Order, or any Person's rights arising under or
     obligations incurred in connection therewith;

          (p) hear any application of the Debtor,  the Reorganized Debtor or New
     UPC to modify  the Plan  before or after the  Effective  Date  pursuant  to
     Section 1127 of the U.S.  Bankruptcy Code and Section 14.3 hereof or modify
     the Confirmation Order or any contract,  instrument,  release, indenture or
     other  agreement  or  document  created in  connection  with the Plan,  the
     Disclosure  Statement or the  Confirmation  Order,  or remedy any defect or
     omission or reconcile any inconsistency in any U.S. Bankruptcy Court order,
     the Plan, the Disclosure Statement, the Confirmation Order or any contract,
     instrument,  release,  indenture or other agreement or document  created in
     connection  with the Plan,  the  Disclosure  Statement or the  Confirmation
     Order,  in such manner as may be necessary or appropriate to consummate the
     Plan, to the extent authorized by the U.S. Bankruptcy Code and the Plan;

          (q) issue  injunctions,  enter and implement other orders or take such
     other actions as may be necessary or appropriate  to restrain  interference
     by any Person with consummation,  implementation or enforcement of the Plan
     or the Confirmation Order;

          (r) recover all assets of the Debtor and its Estate, wherever located;

          (s)  hear  and   determine   any  motions,   applications,   adversary
     proceedings,  contested  matters and other  litigated  matters  pending on,
     Filed or commenced  after the  Effective  Date that may be commenced by the
     Debtor thereafter,  including proceedings with respect to the rights of the
     Debtor to  recover  Property  under  Sections  542,  543 or 553 of the U.S.
     Bankruptcy Code or to otherwise  collect to recover on account of any claim
     or Cause of Action that the Debtor may have; and

          (t) hear any other matter not  inconsistent  with the U.S.  Bankruptcy
     Code.

     Section 13.2 Failure of U.S. Bankruptcy Court to Exercise Jurisdiction.  If
the U.S.  Bankruptcy  Court  abstains  from  exercising  or declines to exercise
jurisdiction  over any matter  related to the Debtor,  including with respect to
the matters set forth above in Section 13.1 hereof,  this Article XIII shall not
prohibit  or limit  the  exercise  of  jurisdiction  by any other  court  having
competent jurisdiction with respect to such subject matter.

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

     Section 14.1  Revocation or Withdrawal of the Plan. The Debtor reserves the
right,  at any time prior to substantial  consummation of the Plan, to revoke or
withdraw the Plan,  but only to the extent that the Debtor could  terminate  the
Restructuring  Agreement  under  Article XI  thereof.  If the Plan is revoked or
withdrawn,  if the Confirmation  Date does not occur or if Confirmation  occurs,
but the Effective Date does not occur,  then the Plan shall be null and void and
have no force and  effect.  In such event,  nothing  contained  herein  shall be
deemed to  constitute a waiver

                                      -53-


<PAGE>


or  release of any  claims by or  against  the Debtor or any other  Person or to
prejudice  in any manner  the rights of the Debtor or any Person in any  further
proceedings involving the Debtor.

     Section 14.2 Final Order.  Except as  otherwise  expressly  provided in the
Plan, any  requirement in the Plan for a Final Order may be waived by the Debtor
or, after the Effective Date, the Reorganized  Debtor, and New UPC, upon written
notice to the U.S. Bankruptcy Court. No such waiver shall prejudice the right of
any party in interest to seek a stay  pending  appeal of any order that is not a
Final Order.

     Section 14.3  Modification  of the Plan.  The Debtor and New UPC may alter,
amend or modify the Plan in accordance with Section 1127 of the U.S.  Bankruptcy
Code or as otherwise permitted;  provided,  however, that neither the Debtor nor
New UPC may modify the Plan  without  the consent of the other or, to the extent
required  in Section  5.3(b) of the  Restructuring  Agreement,  the consent of a
Majority-in-Interest of the Participating Noteholders.

     Section  14.4  Business  Days.  If any  payment  or act  under  the Plan is
required to be made or performed on a date that is not a Business  Day, then the
making of such  payment or the  performance  of such act may be completed on the
next  succeeding  Business Day, but shall be deemed to have been completed as of
the required date.

     Section 14.5  Severability.  Should the U.S.  Bankruptcy  Court  determine,
prior to the Confirmation Date, that any provision of the Plan is either illegal
on its face or illegal as applied  to any Claim,  Equity  Interest  or Old Other
Equity  Interest,  such provision  shall be  unenforceable  as to all Holders of
Claims, Equity Interests or Old Other Equity Interests or to the specific Holder
of such Claim, Equity Interest or Old Other Equity Interest, as the case may be,
as to which such provision is illegal.  Unless otherwise  determined by the U.S.
Bankruptcy Court, such a determination of unenforceability shall in no way limit
or affect the  enforceability and operative effect of any other provision of the
Plan.  The  Debtor  reserves  the  right not to  proceed  with  Confirmation  or
consummation of the Plan if any such ruling occurs.

     Section 14.6 Governing Law.  EXCEPT AS OTHERWISE SET FORTH HEREIN OR TO THE
EXTENT THAT THE U.S.  BANKRUPTCY CODE OR U.S.  BANKRUPTCY RULES OR OTHER FEDERAL
LAWS ARE APPLICABLE, AND SUBJECT TO THE PROVISIONS OF ANY CONTRACT,  INSTRUMENT,
RELEASE,  INDENTURE OR OTHER  AGREEMENT OR DOCUMENT  ENTERED INTO IN  CONNECTION
WITH THE PLAN, THE CONSTRUCTION,  IMPLEMENTATION AND ENFORCEMENT OF THE PLAN AND
ALL RIGHTS AND  OBLIGATIONS  ARISING  UNDER THE PLAN SHALL BE  GOVERNED  BY, AND
CONSTRUED  AND ENFORCED IN ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO  CONFLICTS-OF-LAW  PRINCIPLES WHICH WOULD APPLY THE LAW
OF A  JURISDICTION  OTHER  THAN THE  STATE OF NEW YORK OR THE  UNITED  STATES OF
AMERICA.

     Section  14.7  Dissolution  of  Committees.  On  the  Effective  Date,  any
Committee shall be automatically  dissolved and all members,  Professionals  and
agents  of  such   Committee   shall  be  deemed   released  of  their   duties,
responsibilities   and  obligations,   and  shall  be  without  further

                                      -54-



<PAGE>


duties,  responsibilities  and  authority  in  connection  with the Debtor,  the
Chapter 11 Case, the Plan or its implementation.

     Section 14.8 Payment of Statutory Fees. All U.S.  Trustee's Fee Claims,  as
determined,  if necessary,  by the U.S.  Bankruptcy  Court,  shall be paid on or
before the Effective  Date.  All such fees that arise after the Effective  Date,
but before the closing of the Chapter 11 Case,  shall be paid by the Reorganized
Debtor.

     Section 14.9 Notices. Any notice required or permitted to be provided under
this Plan shall be in writing and served by either (A)  certified  mail,  return
receipt requested, postage prepaid, (B) hand delivery or (C) reputable overnight
delivery service, freight prepaid, to be addressed as follows:

            If to UPC, to:

            United Pan-Europe Communications N.V.
            Boeing Avenue 53
            Schiphol Rijk 1119
            The Netherlands
            Attn.: Anton M. Tuijten

            With a copy to:

            White & Case LLP
            1155 Avenue of the Americas
            New York, New York  10036
            Attn.: Howard S. Beltzer, Esq.

            If to New UPC, to:

            New UPC, Inc.
            4643 South Ulster Street, 13th Floor
            Denver, Colorado 80237
            Attn.: President

            With a copy to:

            Skadden Arps Slate Meagher & Flom, LLP
            300 South Grand Avenue
            Los Angeles, California  90071
            Attn.: Richard Levin, Esq.

            If to the Participating Noteholders, to:

            Paul, Weiss, Rifkind, Wharton & Garrisson
            1285 Avenue of the Americas
            New York, New York  10019

                                      -55-


<PAGE>


            Attn.: Jeffrey D. Saferstein, Esq.

            If to the United States Trustee, to:

            Office of the United States Trustee
            33 Whitehall Street, Suite 2100
            New York, New York  10004
            Attn.: Paul Schwartzberg, Esq.

     Section 14.10 Time.  Unless otherwise  specified  herein,  in computing any
period of time  prescribed  or  allowed  by the  Plan,  the  provisions  of U.S.
Bankruptcy Rule 9006(a) shall apply.

     Section  14.11 No Attorneys'  Fees. No attorneys'  fees will be paid by the
Debtor with respect to any Claim,  Equity  Interest or Old Other Equity Interest
except as  expressly  specified  herein or Allowed by a Final  Order of the U.S.
Bankruptcy  Court, and except that the Debtor shall pay the  post-petition  fees
and  expenses of advisors  and  attorneys in Cash as provided in Section 10.9 of
the  Restructuring  Agreement  to the extent that such fees and expenses are not
paid by UPC Services BV.

     Section 14.12 No Injunctive Relief. No Claim,  Equity Interest or Old Other
Equity  Interest  shall  under  any   circumstances   be  entitled  to  specific
performance or other injunctive, equitable or other prospective relief.

     Section 14.13 Continued Confidentiality Obligations.  Pursuant to the terms
thereof,  members of and advisors to any Committee, any other Holder of a Claim,
Equity Interest or Old Other Equity Interest and their respective  predecessors,
successors  and assigns shall continue to be obligated and bound by the terms of
any confidentiality agreement executed by them in connection with the Chapter 11
Case or the  Debtor,  to the  extent  that such  agreement,  by its  terms,  may
continue in effect after the  Confirmation  Date;  provided,  however,  that the
confidentiality agreements with the Participating Noteholders and their advisors
shall terminate on the Effective Date and be of no further force and effect.

     Section 14.14 No Admissions or Waivers.  Notwithstanding anything herein to
the  contrary,  nothing  contained  in the Plan shall be deemed an  admission or
waiver by the Debtor  with  respect to any  matter set forth  herein,  including
liability  on any Claim,  Equity  Interest or Old Other  Equity  Interest or the
propriety  of any  classification  of any Claim,  Equity  Interest  or Old Other
Equity Interest.

     Section 14.15 Entire Agreement. Upon consummation of the Plan, the Plan and
the documents  executed and delivered on the Effective Date and in  consummation
of the Plan shall be deemed to set forth the entire  agreement and  undertakings
relating to the subject matter thereof and shall supersede all prior discussions
and documents related thereto, including the Restructuring Agreement. The Debtor
shall  not  be  bound  by  any  terms,  conditions,   definitions,   warranties,
understandings,  or representations  with respect to the subject matter thereof,
other than as expressly provided for therein or as may hereafter be agreed to by
the parties in writing.

                                      -56-


<PAGE>


     Section 14.16 Waiver. The Debtor or the Reorganized  Debtor, as applicable,
reserves  the  right to waive any  provision  of this  Plan to the  extent  such
provision  is for  the  sole  benefit  of the  Debtor  and/or  its  officers  or
directors.

     Section 14.17 Bar Date for  Professional  Claims.  Final  applications  for
compensation for services  rendered and  reimbursement  of expenses  incurred by
Professionals  (a) from  the  later  of the  Petition  Date or the date on which
retention  was approved  through the  Effective  Date or (b) pursuant to Section
503(b)(4) of the Bankruptcy  Code,  shall be Filed no later than sixty (60) days
after the Effective  Date or such later date as the Bankruptcy  Court  approves,
and shall be served on (i)  counsel  to the Debtor at the  address  set forth in
Section  14.9 of the Plan,  (ii)  counsel to New UPC at the address set forth in
Section 14.9 of the Plan, (iii) counsel to the Participating  Noteholders at the
address set forth in Section 14.9 of the Plan, and (iv) the Office of the United
States  Trustee  at the  address  set forth in  Section  14.9 of the  Plan.  Any
objections  to an  application  for the payment of  Professional  Claims must be
filed and served on the  Reorganized  Debtor and its counsel and the  requesting
Professional no later than  twenty-five  (25) days (or such longer period as may
be  granted  by order of the  Bankruptcy  Court)  after  the date on which  such
application  was  served.  Applications  that are not  timely  Filed will not be
considered by the U.S.  Bankruptcy  Court.  The  Reorganized  Debtor may pay any
Professional  fees and expenses  incurred  after the Effective  Date without any
application to the U.S. Bankruptcy Court.

     Section 14.18  Compromise  of  Controversies.  Pursuant to Bankruptcy  Rule
9019,  and in  consideration  for the  classification,  Distributions  and other
benefits provided under the Plan, the provisions of this Plan shall constitute a
good faith  compromise  and settlement of all Claims or  controversies  resolved
pursuant  to and  released  by the  Plan,  including,  without  limitation,  any
Avoidance  Actions,  and Confirmation  shall  constitute the Bankruptcy  Court's
approval of each of the  foregoing  compromises  or  settlements,  and all other
compromises and settlements provided for in the Plan.

                                      -57-


<PAGE>





                              CONFIRMATION REQUEST

      The Debtor hereby requests confirmation of the Plan pursuant to Section
1129(a) or Section 1129(b) of the Bankruptcy Code.


Dated: January 7, 2003


                                    UNITED PAN-EUROPE COMMUNICATIONS N.V.


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



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



                                    NEW UPC, INC.


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



<PAGE>


Submitted by:
WHITE & CASE LLP
Attorneys for United Pan-Europe Communications N.V.
Debtor and Debtor in Possession


By:  /s/ Howard S. Beltzer
    --------------------------------------
   Howard S. Beltzer  (HSB 5721)
   Daniel P. Ginsberg (DPG 5290)
1155 Avenue of the Americas
New York, New York  10036
(212) 819-8200

      - and -

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Attorneys for New UPC, Inc.


By:  /s/ Richard Levin
    --------------------------------------------------
   Richard Levin (California State Bar No. 66578)
   Van C. Durrer II (VCD 0689)
300 South Grand Avenue
Los Angeles, California  90071
(213) 687-5000



<PAGE>


                                                                      Schedule 1
                       Allowed UPC Notes Claims by Series

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

                Series of UPC Notes                     Allowed UPC Notes Claims
--------------------------------------------------------------------------------

10 7/8% Senior Notes due 2007(United States Dollar)          US$190,714,890.25
--------------------------------------------------------------------------------

10 7/8% Senior Notes due 2009 (United States Dollar)         US$877,954,231.76
--------------------------------------------------------------------------------

12 1/2% Senior  Discount  Notes due 2009 (United States      US$600,919,401.12
Dollar)
--------------------------------------------------------------------------------

11 1/4% Senior Notes due 2009 (United States Dollar)         US$269,862,290.19
--------------------------------------------------------------------------------

13 3/8% Senior  Discount  Notes due 2009 (United States      US$371,663,598.93
Dollar)
--------------------------------------------------------------------------------

11 1/4% Senior Notes due 2010 (United States Dollar)         US$658,378,082.21
--------------------------------------------------------------------------------

11 1/2% Senior Notes due 2010 (United States Dollar)         US$266,648,907.71
--------------------------------------------------------------------------------

13 3/4% Senior  Discount  Notes due 2010 (United States      US$737,994,370.22
Dollar)
--------------------------------------------------------------------------------

10 7/8% Senior Notes due 2007 (Euro)                         US$77,387,159.85
--------------------------------------------------------------------------------

10 7/8% Senior Notes due 2009 (Euro)                         US$244,800,169.38
--------------------------------------------------------------------------------

11 1/4% Senior Notes due 2009 (Euro)                         US$78,767,689.67
--------------------------------------------------------------------------------

13 3/8% Senior Discount Notes due 2009 (Euro)                US$143,986,850.74
--------------------------------------------------------------------------------

11 1/4% Senior Notes due 2010 (Euro)                         US$169,156,243.86
--------------------------------------------------------------------------------