Exhibit
99.3  
 UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION WASHINGTON,
DC 20549  
  FORM  8-K  CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934  Date of report
(Date of earliest event reported):  July 7, 2003  UPC POLSKA, INC. (Exact Name of
Registrant as Specified in its Charter)   Delaware
  
  000-22877
  
  06-1487156(State or Other Jurisdiction
  of Incorporation)
  
  (Commission File Number)
  
  (IRS Employer
  Identification No.)
   4643
Ulster Street, Suite 1300, Denver, Colorado 
80237
(303)770-4001 (Address, including Zip Code and Telephone
Number, including
Area Code, of Principal Executive Offices) 
  
   Item 3. 
Bankruptcy and Receivership  UPC Polska,
Inc. (UPC Polska or the Company) with the approval of its affiliated
creditors UPC Telecom B.V. and Belmarken Holding B.V. (collectively, the UPC
Entities), and with the approval of nearly 75% of the non-affiliated holders
(the Participating Noteholders) of the Companys 14 1⁄2% Senior Discount Notes
due 2008, 14 1⁄2% Senior Discount Notes due 2009 and Series C Senior Discount
Notes due 2008 (collectively, the Senior Notes), filed a voluntary petition
for relief under Chapter 11 (Chapter 11) of the United States Bankruptcy Code
(the U.S. Bankruptcy Code) on July 7, 2003, and filed a pre-negotiated plan
of reorganization (Plan of Reorganization) on July 8, 2003, with the United
States Bankruptcy Court for the Southern District of New York (the U.S.
Bankruptcy Court) (Case No. 03-14358).  The Company
remains in possession of its assets and properties and continues to operate its
businesses and manage its properties as a debtor-in-possession pursuant to
Sections 1107 and 1108 of the U.S. Bankruptcy Code and under the supervision of
the U.S. Bankruptcy Court.  The Chapter
11 proceeding of the Company does not involve any of the operating subsidiaries
of the Company which hold substantially all of the fixed assets and contracts
relating to the Companys operating subsidiaries employees, suppliers and
customers.  On June 20,
2003, the Company announced that the Company, the UPC Entities and the
Participating Noteholders entered into a Restructuring Agreement, dated as of
June 19, 2003 (the Restructuring Agreement), to reduce the Companys
indebtedness through a judicially supervised cancellation of the Senior Notes,
all of the loans and affiliated debt held by the UPC Entities and other Company
debt.  Under the Restructuring
Agreement, the Participating Noteholders would receive $80.0 million in cash
and $60.0 million in new 9.0% Notes dues 2006 in exchange for the cancellation
of their claims,  the UPC Entities would
receive $15.0 million in cash and 100% of the newly issued common stock of the
reorganized Company in exchange for the cancellation of their claims, and the
UPC Entities would not receive any consideration for their existing equity
interest in the Company.  The
Restructuring Agreement and the Plan of Reorganization are subject to various
closing conditions.  2 
   Item 7. 
Financial Statements, Pro FormaFinancial Information and
Exhibits  (a)  Not applicable.  (b)  Not applicable.  (c)  Exhibits  Exhibit
  Number
  
  Description2.1
  
  Chapter 11
  Plan of Reorganization Jointly Proposed by the Company and UPC Polska
  Finance, Inc., dated July 8, 2003.  3 
   SIGNATURES  Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.  Date: July
  8, 2003UPC POLSKA, INC.By:
  /s/ Simon BoydName: Simon BoydTitle: Chief Executive Officer  4 
   Exhibit 2.1  BAKER & McKENZIE
815 Connecticut Avenue, N.W.
Washington, D.C. 20006-4078  Telephone:  (202) 452-7000
Facsimile:  (202) 452-7074  Reorganization Counsel
for UPC Polska, Inc.  Debtors Mailing Address:   UNITED
STATES BANKRUPTCY COURT  SOUTHERN
DISTRICT OF NEW YORK  In re:  UPC POLSKA, INC., a Delaware corporation,
  
  Case No.  03-14358
  Chapter 11Debtor.
  
  CHAPTER 11 PLAN OF
  REORGANIZATION JOINTLY
  PROPOSED BY UPC POLSKA, INC.
  AND UPC POLSKA FINANCE, INC.
  (Dated July 8, 2003)  
   Table of Contents  I. DEFINITIONSA.
  Defined Terms.II. RULES OF INTERPRETATIONIII. CLASSIFICATION AND
  TREATMENT OF CLAIMS, EQUITY INTERESTS, EXECUTORY CONTRACTS, AND UNEXPIRED
  LEASESA.
  Summary.B.
  Unclassified
  Administrative Claims and Priority Tax Claims1.
  Allowance of Administrative Claims.2.
  Treatment of Allowed Administrative Claims.3.
  Treatment of Allowed Priority Tax Claims.C.
  Treatment of Priority
  Claims (Class 1)D.
  Treatment and Classification
  of Claims other than Priority Claims (Classes 2, 3, 4, 5 and 6).1.
  Class 2 (Critical Creditor Claims).2.
  Class 3 (UPC Polska Note Claims, excluding
  Telecom Owned UPC Polska Note Claims).3.
  Class 4 (Telecom Owned UPC Polska Note
  Claims, Belmarken Note Claims, Telecom Pari Passu Note Claims and the
  Affiliate Indebtedness Claims).4.
  Class 5 (General Unsecured Claims).5.
  Class 6 (Telecom Junior Note Claims).E.
  Treatment of UPC Polska Equity
  Interests (Class 7).F.
  Treatment of Contracts, Leases and
  Indemnification Obligations.1.
  Assumption of Executory Contracts and Unexpired Leases.2.
  Rejection of Executory Contracts and Unexpired Leases.  i 
   3.
  Postpetition
  Contracts and Leases.4.
  Assumption
  of Indemnification Obligations.IV. MEANS OF EXECUTION AND IMPLEMENTATION OF THIS
  PLAN AND OTHER PROVISIONSA.
  Disbursing Agent.B.
  Revesting
  of AssetsC.
  Preservation of Rights of Action.D.
  Indentures.1.
  Cancellation
  of Indentures.2.
  Allowed
  Fees and Expenses of Indenture Trustee.E.
  Objections to Claims and Equity Interests.F.
  Estimation of ClaimsG.
  Distribution of Property Under
  this Plan.1.
  Manner of Cash Payments.2.
  Surrender
  of UPC Polska Notes.3.
  No
  Distributions With Respect to Disputed Claims.4.
  Delivery of Distributions and Undeliverable or Unclaimed
  Distributions.5.
  Compliance
  With Tax Requirements.6.
  Setoff,
  Recoupment and Other Rights.H.
  No Liability for Solicitation or
  Participation.I.
  Limitation of Liability.J.
  Dissolution of Committees.K.
  Revocation of this Plan.  ii 
   L.
  Post-Effective Date Effect of
  Evidences of Claims or Equity Interests.M.
  Successors and Assigns.N.
  Saturday, Sunday, or Legal Holiday.O.
  Headings.P.
  Governing Law.Q.
  Severability of Plan Provisions.R.
  No Admissions.S.
  Application of Section 1145 of
  the U.S. Bankruptcy Code.T.
  Conditions Precedent to
  Confirmation.U.
  Conditions
  Precedent to Consummation.V.
  Waiver of Conditions to
  Consummation.W.
  Retention of Jurisdiction.V. THE REORGANIZED DEBTORA.
  Management of the
  Reorganized Debtor.1.
  Directors of the Reorganized Debtor.2.
  Officers of the Reorganized Debtor.B.
  Employee Benefit Plans.C.
  Certificate of
  Incorporation.D.
  Bylaws.VI. EFFECT OF CONFIRMATION
  OF THIS PLANA.
  Discharge and Injunction.B.
  Releases.C.
  Exculpation.  iii 
   D.
  Waiver of Subordination
  Rights.E.
  No Successor Liability.F.
  Term of Injunctions or
  Stays.G.
  Preservation of Insurance.VII. ACCEPTANCE OR REJECTION
  OF THE PLANA.
  Impaired Classes to Vote.B.
  Acceptance by Class
  of Creditors.C.
  Cramdown.VIII. MISCELLANEOUSA.
  Modification of this Plan.B.
  Payment of Advisors.C.
  Applications
  for Professional Fee Claims.D.
  Business Days.E.
  Notices.F.
  Time.G.
  Entire Agreement.H.
  Payment of Statutory Fees.IX. CONFIRMATION REQUEST  iv 
   EXHIBIT LIST  Exhibit A
  Restructuring AgreementExhibit B
  New IndentureExhibit C
  List of Maintained Board MembersExhibit D
  Amended and Restated Certificate of IncorporationExhibit E
  Amended and Restated BylawsExhibit F
  List of Participating Noteholders   LIST OF SCHEDULES  Schedule 1
  Affiliate IndebtednessSchedule of Assumed AgreementsSchedule of Rejected Agreements  v 
   INTRODUCTION  UPC Polska, Inc., formerly
known as @Entertainment, Inc., a Delaware corporation (UPC Polska, the
Company or the Debtor) together with UPC Polska Finance, Inc., a newly
formed company incorporated under the laws of the State of Delaware that will
become a wholly-owned subsidiary of UPC Telecom B.V. upon consummation of the
Restructuring (as defined herein) (Polska Finance), hereby jointly submit
Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc. and UPC
Polska Finance, Inc. (Dated July 8, 2003). 
It is anticipated that the Company may convert into a limited liability
company.  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.  The
Debtor and Polska Finance are proponents of the Plan and are participating in
this joint plan within the meaning of the 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 POLSKA FINANCE
RESERVE THE RIGHT TO ALTER, AMEND, MODIFY, REVOKE OR WITHDRAW THE PLAN PRIOR TO
ITS SUBSTANTIAL CONSUMMATION.  I.  DEFINITIONS  A.Defined Terms.  In addition to any other
terms that are defined in this Plan, the following terms (which appear in this
Plan as capitalized terms), when used in this Plan or the accompanying
Disclosure Statement, have the meanings set forth below.  2008 Indenture means
the indenture dated July 14, 1998 by and between the Debtor and the
Indenture Trustee.  2009 Indenture means
the indenture dated January 27, 1999 by and between the Debtor and the
Indenture Trustee.  2008 Notes means the
Debtors 14 1/2% senior discount notes due 2008 with an original aggregate
principal amount at maturity of $252,000,000 issued under the 2008 Indenture.  1 
   2009 Notes means the
Debtors 14 1/2% senior discount notes due 2009 with an original aggregate
principal amount at maturity of $256,800,000 issued under the 2009 Indenture.  Administrative Claim
means a Claim for administrative costs or expenses that are allowable under
sections 503(b), 507(a)(1), 507(b) or 1114(e) of the U.S. Bankruptcy Code.  These costs or expenses may include: (a)
actual costs or expenses incurred after the Petition Date necessary to preserve
the Estate and operate the business of the Debtor; (b) Professional Fee Claims;
(c) Administrative Tax Claims; (d) Ordinary Course Administrative Claims; (e)
Non-Ordinary Course Administrative Claims; (f) any payment to be made under the
Plan to cure a default on an assumed executory contract or unexpired lease; and
(g) 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 U.S. Bankruptcy Code.  Administrative Tax
Claim means a Claim that is not an Allowed Secured Claim and that a
Governmental Entity asserts against the Debtor either for taxes or for related
interest or penalties for any period of time that falls within any period from
and including the Petition Date through and including the Effective Date.  Affiliate means, with
respect to any specific Person, any other Person that directly or indirectly
through one or more intermediaries controls, or is controlled by, or is under
common control with, such specified Person.  Affiliate Indebtedness
means the debt owed by the Debtor to UPC or any of its Affiliates (other than
UPC Polska, Polska Finance or any of their controlled Affiliates) as set forth
on Schedule 1 hereto.  Affiliate Indebtedness
Claims means a Claim arising under the Affiliate Indebtedness.  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 Fee 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 Bankruptcy Rule 3003(c) as to
which no objection to the allowance thereof has been interposed within the
applicable period of limitation fixed by the Plan, the U.S. Bankruptcy Code, the
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.  Bankruptcy Rule 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  2 
   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.  Bar Date means the date
fixed by theU.S.
Bankruptcy Court, in accordance with Bankruptcy Rule 3003(c)(3), as the
last date by which Persons must file proofs of Claim in the Chapter 11 Case.  Belmarken means
Belmarken Holding B.V., a private company with limited liability organized
under the laws of The Netherlands.  Belmarken Note Claim
means a Claim arising under the Belmarken Notes.  Belmarken Notes means
the promissory notes in aggregate principal amount of $14,942,000 (including
capitalized interest through June 30, 2003) evidencing indebtedness of the
Debtor to Belmarken, plus the accrued and unpaid interest thereon in the amount
of $826,000 as of June 30, 2003.  Board means the Board
of Directors of the Debtor.  Business Day means any
day which is not a Saturday, a Sunday, a legal holiday (as such term is
defined in Bankruptcy Rule 9006(a)) or a day on which banks located in New
York, New York, London, England, or Warsaw, Poland, shall be authorized or
required by law to close.  Cash Consideration has
the meaning set forth in Section III.D.2 hereto.  Chapter 11 Case means
the case commenced by UPC Polska under Chapter 11 of the U.S. Bankruptcy Code
and pending before theU.S.
Bankruptcy Court.  Charging Lien has the
meaning set forth in Section IV.D.1 hereto.  Claim means a claim 
as the term claim is defined in section 101(5) of the U.S. Bankruptcy Code 
against the Debtor or the Estate.  Claims/Equity Interests
Objection Deadline has the meaning set forth in Section IV.E. hereto.  Class means a group of
Claims or Equity Interests as classified pursuant to this 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.  Confirmation means the
entry on the docket by the U.S. Bankruptcy Court of the Confirmation Order.  3 
   Confirmation Date means
the date on which theU.S.
Bankruptcy Court enters the Confirmation Order on its docket.  Confirmation Hearing
means the hearing held before theU.S. Bankruptcy Court regarding Plan confirmation, as such
hearing may be adjourned or continued from time to time.  Confirmation Hearing
Date means the first date on which theU.S. Bankruptcy Court holds the Confirmation Hearing, as such
hearing may be adjourned or continued from time to time.  Confirmation Order
means the court order confirming this Plan under section 1129 of the U.S.
Bankruptcy Code.  Creditors Committee
means any committee of unsecured creditors that the U.S. Trustee appoints,
pursuant to section 1102 of the U.S. Bankruptcy Code, in the Chapter 11 Case.  Critical Creditor
Claims means any and all pre-petition Claims of the Critical Creditors.  Critical Creditors
means those certain creditors of the Debtor to be identified by the Debtor 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 the Debtors
business as a going concern.  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
the Reorganized Debtor or the Third Party Disbursing Agent.  Disclosure
Statement means the Disclosure Statement jointly proposed by the Debtor and
Polska Finance with respect to the Chapter 11 Plan of Reorganization, dated
             ,
2003, 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 been neither
Allowed nor Disallowed.  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
Polska Notes, UPC Telecom Notes and the Equity Interests for the purpose of
mailing documentation relating to distributions under the Plan.  4 
   Document Filing Date
means
                ,
2003. (1)  Effective Date means
the first day, as determined by UPC Polska in its reasonable business
discretion, that is a Business Day on which no stay of the Confirmation Order
is in effect; and as soon as practicable following the date on which all of the
conditions set forth in Sections IV.T and IV.U below, have been satisfied or
waived in accordance with this Plan and on which such day the Plan becomes
effective and final.  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.  Estate means the estate
of the Debtor created in the Chapter 11 Case under section 541 of the U.S.
Bankruptcy Code on the commencement of the Chapter 11 Case.  Exhibit Filing Date means
the date that is the last Business Day that is at least ten days prior to the
Confirmation Hearing Date.  Face Amount means when used in reference to a
Disputed Claim, the full stated amount claimed by the holder of such Claim in a
proof of claim timely filed with the U.S. Bankruptcy Court.  Final Order means an
order or judgment of the U.S. Bankruptcy Court entered on the U.S. Bankruptcy
Courts official docket:  (a)that
has not been reversed, rescinded, stayed, modified, or amended;  (b)that
is in full force and effect; and  (c)with
respect to which: (1) the time to appeal or to seek review, remand, rehearing,
or a writ of certiorari has expired and as to which no timely filed appeal or
petition for review, rehearing, remand, or writ of certiorari is pending; or
(2) any such appeal or petition has been dismissed or resolved by the highest
court to which the order or judgment was appealed or from which review,
rehearing, remand, or a writ of certiorari was sought.  
 (1) 5 days prior to Confirmation Hearing Date.  5 
   General
Unsecured Claims means all Claims against the Debtor other than Administrative
Claims, Priority Tax Claims, Priority Claims, UPC Polska Note Claims, Belmarken
Note Claims, Telecom Pari Passu Note Claims, Affiliate Indebtedness Claims,
Telecom Junior Note Claims, Critical Creditor Claims and UPC Polska Equity
Interests, including, without limitation, any claims of the holder of the Reece
Note.  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 any national securities
exchange, market or automated quotation system.  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.  Indenture Trustee means
Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company,
and its successors and assigns, as indenture trustee under each of the
Indentures.  Indentures means the
Series C Indenture, the 2008 Indenture, and the 2009 Indenture.  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.  Lien means any pledge,
claim, equity, option, lien, charge, mortgage, easement, right-of-way, call
right, right of first refusal, tag - or drag - along right, encumbrance,
security interest or other similar restriction of any kind or nature
whatsoever, but excluding any of the foregoing created or imposed by or
pursuant to the Restructuring Agreement or the Plan.  List of Maintained Board
Members means the list of Maintained Board Members, including their respective
background and qualifications, to be filed on or before the Exhibit Filing
Date.  Maintained Board
Members means the members of the Board of the Reorganized Debtor.  Majority-in-Interest of
the Holders means, with respect to any date of determination, Participating
Noteholders holding a majority of the claims arising under the UPC Polska Notes
held by all of the Participating Noteholders on such date of determination.  New Indenture has the
meaning set forth in Section III.D.2 hereto.  New UPC means UGC
Europe, Inc.  6 
   New UPC Polska Notes
has the meaning set forth in Section III.D.2 hereto.  New UPC Polska Stock
means the shares of common stock of the Reorganized Debtor, par value
$         per share.  Non-Ordinary Course
Administrative Claim means any Administrative Claim that is not an Ordinary
Course Administrative Claim, an Administrative Tax Claim, or a Professional Fee
Claim.  Ordinary Course
Administrative Claims means Administrative Claims -- other than Administrative
Tax Claims, Professional Fee Claims, -- based upon liabilities that UPC Polska
incurs in the ordinary course of its business. 
Ordinary Course Administrative Claims may include fees or charges
assessed against the Estate under 28 U.S.C. §§ 1930.  Participating
Noteholders means each of the Third Party Holders party to the Restructuring
Agreement.  Person means any
individual, corporation, limited liability company, incorporated organization,
general partnership, limited partnership, association, joint stock company,
joint venture, estate, trust, government or any political division,
governmental unit (as defined in the U.S. Bankruptcy Code), committee
appointed, pursuant to section 1102 of the U.S. Bankruptcy Code, by the U.S.
Trustee, unofficial committee of creditors or equity holders, or other entity.  Petition Date means
July 7, 2003, the date the Chapter 11 Case was commenced under the U.S.
Bankruptcy Code.  Plan means this UPC
Polska, Inc.s Chapter 11 Plan of Reorganization (Dated July 8, 2003), as it
may be altered, supplemented, modified, or amended, subject to section 1127 of
the U.S. Bankruptcy Code and the Confirmation Order.  Polska Finance has the
meaning set forth in the introduction to the Plan.  Priority Claim means an
Allowed Claim entitled to priority against the Estate under section 507(a)(3)
or 507(a)(4) of the U.S. Bankruptcy Code.  Priority Tax Claim
means an Allowed Claim entitled to priority against the Estate under section
507(a)(8) of the U.S. Bankruptcy Code.  Pro Rata means
proportionately so that the ratio of (a) the amount of consideration
distributed on account of a particular Allowed Claim or Allowed Equity Interest
to (b) the Allowed Amount of the Allowed Claim or Allowed Equity Interest, is
the same as the ratio of (x) the amount of consideration available for
distribution on account of Allowed Claims or Allowed Equity Interests of the
Class in which the particular Allowed Claim or Allowed Equity Interest is
included to (y) the amount of all Allowed Claims or Allowed Equity Interests of
that Class.  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 or 1103 of the U.S. Bankruptcy Code.  7 
   Professional Fee Claim
means:  (a)A
Claim under sections 327, 328, 330, 331, 503, or 1103 of the U.S. Bankruptcy
Code for compensation for professional services rendered or expenses incurred
on the Estates behalf; or  (b)A
Claim either under section 503(b)(4) of the U.S. Bankruptcy Code for
compensation for professional services rendered or under section 503(b)(3)(D)
of the U.S. Bankruptcy Code for expenses incurred in making a substantial
contribution to the Estate.  Record Date means
[                           ,
2003] at 5:00 p.m. Eastern Daylight Time or such other date established by the
Bankruptcy Court on which holders of Allowed Claims are determined for purposes
of determining such holders right to vote.  Reece Note means that
certain Promissory Note due August 28, 2003, in the original principal amount
of $10,000,000 and an outstanding principal amount of $6,000,000 payable by UPC
Polska, Inc. to Reece Communications, Inc. and guaranteed by United Pan-Europe
Communications, N.V., as amended by that certain Rescission and Amendment
Agreement effective March 22, 2002.  Reinstated 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.  Rejection Damage Claim
means a Claim for rent, other obligations, or damages arising under an unexpired
real property or personal property lease or executory contract that UPC Polska
rejects under section 365 of the U.S. Bankruptcy Code or arising from the
rejection of such a lease or contract.  Reorganized Debtor
means UPC Polska, Inc.  on and after the
Effective Date.  Reserve has the meaning
set forth in Section IV.G.3 hereto.  Restriction with
respect to any capital stock, partnership interest, membership interest in a
limited liability company or other equity interest or security, shall mean any
voting or other trust or agreement, option, warrant, preemptive right, right of
first offer, right of first refusal, escrow arrangement, proxy, buy-sell
agreement, power of attorney or other contract (but excluding the Restructuring
Agreement), any law, license, permit or Judgment that, conditionally or
unconditionally: (i) grants to any Person the right to purchase or otherwise
acquire, or  8 
   obligates any Person to
sell or otherwise dispose of or issue, or otherwise results or, whether upon
the occurrence of any event or with notice or lapse of time or both or
otherwise, may result in any Person acquiring; (x) any of such capital stock,
partnership interest, membership interest in a limited liability company or
other equity interest or security; (y) any of the proceeds of, or any
distributions paid or that are or may become payable with respect to, any of
such capital stock, partnership interest, membership interest in a limited
liability company or other equity interest or security; or (z) any interest in
such capital stock, partnership interest, membership interest in a limited
liability company or other equity interest or security or any such proceeds or
distributions; (ii) restricts or, whether upon the occurrence of any event or
with notice or lapse of time or both or otherwise, is reasonably likely to
restrict the transfer or voting of, or the exercise of any rights or the
enjoyment of any benefits arising by reason of ownership of, any such capital
stock, partnership interest, membership interest in a limited liability company
or other equity interest or security or any such proceeds or distributions; or
(iii) creates or, whether upon the occurrence of any event or with notice or
lapse of time or both or otherwise, is reasonably likely to create a Lien or
purported Lien affecting such capital stock, partnership interest, membership
interest in a limited liability company or other equity interest or security,
proceeds or distributions.  Restructuring means the
restructuring of the indebtedness of the Debtor in accordance with the terms of
the Restructuring Agreement, the Plan and any associated documents.  Restructuring Agreement
means the restructuring agreement, dated as of June 19, 2003, by and among UPC
Polska, UPC Telecom, Belmarken and the Participating Noteholders, as well as
the Joinder Agreement, dated as of July 2, 2003, by and among UPC Polska, UPC
Telecom, Belmarken, the Participating Noteholders (excluding, for purposes of
this definition of Restructuring Agreement only, The Royal Bank of Scotland
PLC) and The Royal Bank of Scotland PLC, attached hereto as Exhibit A.  Schedule of Assumed
Agreements 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, 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
Agreements 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.  Schedules means the
schedules of assets and liabilities to be filed by UPC Polska pursuant to
section 521(1) of the U.S. Bankruptcy Code, as amended.  Secured Claim means a
Claim that is secured by a valid and unavoidable lien against property in which
the Estate has an interest or that is subject to setoff under section 553 of
the U.S. Bankruptcy Code.  A Claim is a
Secured Claim only to the extent of the value of the claimholders interest in
the collateral securing the Claim or to the extent of the amount subject  9 
   to setoff, whichever is
applicable, and as determined under section 506(a) of the U.S. Bankruptcy Code.  Secured Tax Claim means
a Secured Claim of a governmental unit for the payment of taxes.  Series C Indenture
means the indenture dated January 20, 1999 by and between the Debtor and
the Indenture Trustee.  Series C Notes means
UPC Polskas Series C senior discount notes due 2008, with an original
aggregate principal amount at maturity of $36,001,321 issued under the Series C
Indenture.  Subsidiary with respect
to any Person shall mean (i) a corporation, a majority in voting power of whose
capital stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly owned by such Person, by a
Subsidiary of such Person, or by such Person and one or more Subsidiaries of
such Person, without regard to whether the voting of such stock is subject to a
voting agreement or similar Restriction, (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.  Telecom Junior Note
Claim means a Claim arising under the Telecom Junior Notes.  Telecom Junior Notes
means the promissory notes in aggregate principal amount of $150,000,000
evidencing indebtedness of UPC Polska to UPC Telecom which notes rank junior to
the UPC Polska Notes and the Belmarken Notes, plus the accrued and unpaid
interest thereon in the amount of $57,802,000 as of June 30, 2003.  Telecom Owned UPC Polska
Note Claim means a Claim arising under the Telecom Owned UPC Polska Notes.  Telecom Owned UPC Polska
Notes means the UPC Polska Notes held by UPC Telecom on the date hereof.  Telecom Pari Passu Note
Claim means a Claim arising under the Telecom Pari Passu  Notes.  Telecom Pari Passu
Notes means the promissory notes in aggregate principal amount of $243,926,000
(including capitalized interest through June 30, 2003) evidencing indebtedness  10 
   of UPC Polska to UPC
Telecom which notes rank pari passu with the UPC Polska Notes, plus the accrued
and unpaid interest thereon in the amount of $13,490,000 as of June 30, 2003.  Third Party Disbursing
Agent means an entity or entities employed by the Reorganized Debtor in its
sole discretion to act as Disbursing Agent. 
If the Reorganized Debtor elects to make distributions without a Third Party
Disbursing Agent, then references under this Plan to the Third Party Disbursing
Agent shall be deemed to be references to the Reorganized Debtor.  Third Party Holders has
the meaning set forth in Section III.D.2 hereto.  Third Party Noteholder
Consideration has the meaning set forth in Section III.D.2 hereto.  UGC means
UnitedGlobalCom, Inc., a Delaware corporation.  Unimpaired means any
Claim that is not Impaired within the meaning of section 1124 of the U.S.
Bankruptcy Code.  Unsecured Claim means a
Claim that is not an Administrative Claim, a Priority Tax Claim, a Priority
Claim, or a Secured Claim.  UPC means United
Pan-Europe Communications N.V., a corporation incorporated under the laws of
The Netherlands.  UPC Entities means
collectively UPC Telecom and Belmarken.  UPC Polska Equity means the UPC Polska
Stock and all rights, options and warrants to acquire shares of the UPC Polska
Stock.  UPC Polska Equity
Interests means an Equity Interest arising under the UPC Polska Equity.  UPC
Polska Note Claim means a Claim arising under the UPC Polska Notes.  UPC Polska Notes means
collectively the Series C Notes, the 2008 Notes and the 2009 Notes.  UPC Polska Stock means
the common stock of UPC Polska, par value $0.01 per share, which is issued and
outstanding immediately prior to the Effective Date.  UPC Telecom means UPC
Telecom B.V., a private company with limited liability organized under the laws
of The Netherlands.  UPC Telecom Notes means
the Telecom Pari Passu Notes, the Telecom Owned UPC Polska Notes and the
Telecom Junior Notes.  U.S. Bankruptcy Code
means title 11 of the United States Code (also known as the Bankruptcy Code),
11 U.S.C. 101-1330, as applicable in the Chapter 11 Case.  11 
   U.S. Bankruptcy Court
means the United States Bankruptcy Court for the Southern District of New York
or any other court that properly exercises jurisdiction over the Chapter 11
Case or the resolution of any Claim.  U.S. Trustee means the
Office of the United States Trustee.  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.  II.  RULES OF INTERPRETATION  1.             The rules of construction in section 102 of the U.S.
Bankruptcy Code apply to this Plan (and the Disclosure Statement).  2.             Except as otherwise provided in this Plan, Bankruptcy
Rule 9006(a) applies when computing any time period under this Plan.  3.             A term that is used in this Plan and that is not defined
in this Plan has the meaning attributed to that term, if any, in the U.S.
Bankruptcy Code or the Bankruptcy Rules.  4.             The definition given to any term or provision in this
Plan supersedes and controls any different meaning that may be given to that
term or provision in the Disclosure Statement.  5.             Whenever it is appropriate from the context, each term,
whether stated in the singular or the plural, includes both the singular and
the plural.  6.             Any reference to a document or instrument being in a
particular form or on particular terms means that the document or instrument
will be substantially in that form or on those terms.  No material change to the form or terms may be made after the
Confirmation Date without the consent of the UPC Entities and the Company or
the Reorganized Debtor and, to the extent required by the Restructuring
Agreement, the consent of the Majority-in-Interest of the Holders.  7.             Any reference to an existing document means the document
as it has been, or may be, amended or supplemented.  8.             Unless otherwise indicated, the phrase under this Plan
and similar words or phrases refer to this Plan in its entirety rather than to
only a portion of this Plan.  9.             Unless otherwise specified, all references to Sections
or Exhibits are references to this Plans Sections or Exhibits.  10.           Section captions and headings are
used only as convenient references and do not affect this Plans (or the
Disclosure Statements) meaning.  12 
   11.           The words herein, hereto,
hereunder, and other words of similar import refer to this Plan (or the
Disclosure Statement, as the case may be) in its entirety rather than to only a
particular portion hereof (or thereof).  12.           Reference to a pleading, request, or
document being filed means duly and properly filed with the U.S. Bankruptcy
Court.  13.           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).  III.  CLASSIFICATION AND TREATMENTOF CLAIMS, EQUITY INTERESTS, EXECUTORY CONTRACTS, AND UNEXPIRED LEASES  A.            Summary.  The categories set forth
in this Section and summarized in the following table classify Claims (except
for Administrative Claims and Priority Tax Claims, which are not classified
under the Plan) and Equity Interests for all purposes, including voting,
confirmation and distribution pursuant to this Plan.  A Claim or Equity Interest is classified in a particular Class
only to the extent the Claim or Equity Interest qualifies within the
description of that Class and is classified in a different class to the extent
that any remainder of the Claim or Equity Interest qualifies within the
description of such different Class.  Moreover, a Claim or
Equity Interest is in a particular Class only to the extent that the Claim or
Equity Interest is an Allowed Claim or Allowed Equity Interest in that Class and
has not been paid, released or otherwise satisfied, and notwithstanding
anything to the contrary in this Plan, no distributions shall be made, and no
rights of any kind shall be retained, on account of any Claim or Equity
Interest that is not an Allowed Claim or an Allowed Equity Interest.  CLASS
  
  DESCRIPTION
  
  IMPAIRED/
  UNIMPAIRED
  
  VOTING
  STATUSNone
  
  Administrative Claims and Priority Tax Claims
  
  N/A
  
  N/AClass 1
  
  Priority Claims
  
  Unimpaired
  
  Not entitled to voteClass 2
  
  Critical Creditor Claims
  
  Unimpaired
  
  Not entitled to voteClass 3
  
  UPC Polska Note Claims (excluding Telecom Owned UPC
  Polska Note Claims)
  
  Impaired
  
  Entitled to voteClass 4
  
  Telecom Owned UPC Polska Note Claims, Belmarken Note
  Claims, Telecom Pari Passu Note Claims and Affiliate Indebtedness Claims
  
  Impaired
  
  Entitled to voteClass 5
  
  General Unsecured Claims
  
  Impaired
  
  Entitled to voteClass 6
  
  Telecom Junior Note Claims
  
  Impaired
  
  Not entitled to voteClass 7
  
  UPC Polska Equity Interests
  
  Impaired
  
  Not entitled to vote  13 
   B.Unclassified
Administrative Claims and Priority Tax Claims.  1.Allowance of Administrative Claims.  Administrative Claims
will be Allowed as follows:  a.Ordinary
Course Administrative Claims:  Unless the Reorganized
Debtor objects to an Ordinary Course Administrative Claim, the Claim will be
satisfied in accordance with the terms and conditions of the particular
transaction that gave rise to the Ordinary Course Administrative Claim, and the
Person holding the Ordinary Course Administrative Claim may, but need not, file
any request for payment of its Claim; provided, however, that the U.S.
Bankruptcy Court shall retain jurisdiction as a core matter in the event of a
dispute regarding the amount or priority of such claim.  b.Non-Ordinary
Course Administrative Claims:  A Non-Ordinary Course
Administrative Claim will be Allowed only if:  (a)On
or before 60 days after the Effective Date, the Person holding the Claim both
files with the U.S. Bankruptcy Court a motion requesting that the Reorganized
Debtor pay the Non-Ordinary Course Administrative Claim and serves the motion
on the Reorganized Debtor; and  (b)The
U.S. Bankruptcy Court, in a Final Order, allows the Non-Ordinary Course
Administrative Claim.  The Reorganized Debtor
may file an opposition to such a motion within the time provided by the
Bankruptcy Rules or within any other period that the U.S. Bankruptcy Court
establishes.  Persons holding
Non-Ordinary Course Administrative Claims who do not timely file and serve a
request for payment will be forever barred from asserting those Claims against
the Estate, the Reorganized Debtor, or their respective property.  c.Administrative
Tax Claims:  An Administrative Tax
Claim will be satisfied in accordance with its terms, and the Person holding
the Administrative Tax Claim may, but need not, file a motion or request for
payment of its Claim (an Administrative Tax Claim Motion); provided, however,
that the U.S. Bankruptcy Court shall retain jurisdiction as a core matter in
the event of a dispute regarding the amount or priority of such Claim.  The Reorganized Debtor
may file an opposition to an Administrative Tax Claim Motion within the time
provided by the Bankruptcy Rules or within any other period that the U.S.
Bankruptcy Court establishes.  Persons
holding Administrative Tax Claims who do not timely file and serve a proof of
Administrative Tax Claim or motion for payment will be forever barred from
asserting those Claims against the Estate, the Reorganized Debtor, or their
respective  14 
   property, whether the
Administrative Tax Claim is deemed to arise before, on, or after the Effective
Date.  d.Professional
Fee Claims.  A Professional Fee Claim
will be Allowed only if:  (a)On
or before 60 days after the Effective Date, the Person holding the Professional
Fee Claim both files with the U.S. Bankruptcy Court a final fee application or
a motion seeking allowance of fees on account of a substantial contribution
under section 503(b) of the U.S. Bankruptcy Code, and serves the application or
motion on the Reorganized Debtor and the Reorganized Debtors counsel, counsel
to UPC Entities and counsel to the Creditors Committee; and  (b)The
Professional Fee Claim is Allowed by an order of the U.S. Bankruptcy Court.  The Reorganized Debtor or
any other party in interest may file an objection to such a fee application or
motion within the time provided by the Bankruptcy Rules or within any other
period that the U.S. Bankruptcy Court establishes.  Persons holding Professional Fee Claims who do not timely file
and serve a fee application or motion for payment will be forever barred from
asserting those Claims against the Estate, the Reorganized Debtor, or their
respective property.  2.Treatment of Allowed Administrative Claims.  Unless the Person holding
an Allowed Administrative Claim and the Reorganized Debtor agree otherwise, the
Disbursing Agent will pay to that Person in full satisfaction, settlement, extinguishment,
release and discharge of such Claim, (A) cash in the Allowed Administrative
Claims full amount, without interest, on or before the latest of: (a) as soon
as reasonably practicable on or after the Effective Date; (b) 30 days after the
date on which the Administrative Claim becomes an Allowed Administrative Claim;
(c) the date on which the Allowed Administrative Claim becomes due and payable
or (d) a date agreed to in writing by the Debtor or the Reorganized Debtor, as
the case may be, and the Person holding such Claim or (B) such other treatment
on such other terms or 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.  3.Treatment of Allowed PriorityTax Claims.  Unless the Person holding
an Allowed Priority Tax Claim and the Reorganized Debtor agree otherwise, the
Reorganized Debtor will pay to that Person, in full satisfaction, settlement,
extinguishment, release and discharge of such Claim, (A) over a period not
exceeding six years from the date on which the underlying tax was assessed,
deferred cash payments in an aggregate amount equal to the amount of the
Allowed Priority Tax Claim, plus simple interest from the Effective Date on the
unpaid balance the Allowed Priority Tax Claim at the rate of
           % per year or
(B)  as otherwise agreed upon in writing
by the holder of such Claim and the Debtor or the Reorganized Debtor, as the
case may be.  The Reorganized Debtor
will make these payments in equal semiannual installments.  The first installment will be due on the
latest of: (a) 30 days after the Effective Date; or (b) 30 days after the date
on which the Priority Tax Claim becomes  15 
   an Allowed Priority Tax
Claim.  Each installment will include
simple interest, in arrears, on the unpaid balance of the Allowed Priority Tax
Claim at the rate of           
% per year but will include no penalty of any kind.  The Reorganized Debtor will have the right to pay any unpaid
balance on an Allowed Priority Tax Claim in full at any time on or after the
Effective Date without premium or penalty of any kind.  C.Treatment of Priority Claims (Class 1)  Classification:  Class 1 consists of Priority Claims, other
than Priority Tax Claims.  Treatment:  Unless the Person holding an Allowed Class 1
Claim and the Reorganized Debtor agree otherwise, the Disbursing Agent shall
pay to each Person holding an Allowed Class 1 Claim in full satisfaction,
settlement, extinguishment, release and discharge of such Claim, (A) cash equal
to the amount of the Allowed Class 1 Claim, with simple interest, if any, to
which such holder is entitled under the U.S. Bankruptcy Code, on or before the
latest of (a) as soon as reasonably practicable on and after the Effective
Date; (b) thirty days after the date on which the Claim becomes an Allowed
Class 1 Claim; (c) the date on which the Allowed Class 1 Claim becomes due and
payable or (d) a date agreed to in writing by the Debtor or the Reorganized
Debtor, as the case may be, and the Person holding such Claim or (B) such other
treatment on such other terms or 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.  Voting:
Class 1 is Unimpaired and the holders of 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.  D.Treatment and Classification of Claims
other than Priority Claims (Classes 2, 3, 4, 5 and 6).  1.             Class 2(Critical Creditor Claims).  Classification:  Class 2 consists of all Critical Creditor
Claims.  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.  Voting:
Class 2 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.  16 
   2.             Class 3 (UPC Polska Note Claims, excluding
Telecom Owned UPC Polska Note Claims).  Classification:  Class 3 consists of the UPC Polska Note
Claims, excluding the Telecom Owned UPC Polska Note Claims.  Treatment:  The holders of the UPC Polska Notes, other
than UPC Telecom (the Third Party Holders) will be entitled to receive
on or as soon as practicable after the Effective Date ratably on account of
their claims the following consideration:  Cash                                      $80,000,000.00
(the Cash Consideration), and  New UPC Polska Notes      newly
issued notes (New UPC Polska Notes) in an aggregate principal amount
of $60,000,000.00 (together with the Cash Consideration, the Third Party
Noteholder Consideration) of the Reorganized Debtor and Polska Finance, as
co-issuer of the New UPC Polska Notes, which shall have the terms set forth in
the form of Indenture attached hereto as Exhibit B (the New Indenture);  provided, however, in the
event that, on or prior to the Effective Date, UPC or any of its direct or
indirect Affiliates purchases, redeems or otherwise acquires for value any UPC
Polska Notes for a consideration that is different than the Third Party
Noteholder Consideration, then each of the Third Party Holders shall have the
right to elect to receive such alternate consideration in respect of their UPC
Polska Notes upon consummation of the Restructuring, on the same terms and
conditions as those pursuant to which such other UPC Polska Notes were
purchased, redeemed or otherwise acquired for value, in lieu of receiving the
Third Party Noteholder Consideration for their UPC Polska Notes.  The Debtor shall promptly notify each
Participating Noteholder of each such purchase including the amount(s) and
type(s) of consideration paid in connection therewith.  Voting:  Class 3 is Impaired and the holders of the
UPC Polska Note Claims (other than UPC Telecom) are entitled to vote to accept
or reject the Plan.  3.             Class 4 (Telecom
Owned UPC Polska Note Claims, Belmarken Note Claims, Telecom Pari Passu Note
Claims and the Affiliate Indebtedness Claims).  Classification:  Class 4 consists of the Telecom Owned UPC
Polska Note Claims, the Belmarken Note Claims, and the Telecom Pari Passu Note
Claims and the Affiliate Indebtedness Claims.  Treatment:  The UPC Entities, as holders of certain of
the UPC Polska Notes, the Belmarken Notes and the Telecom Pari Passu Notes, and
the holders of the Affiliate Indebtedness Claims will be entitled to receive on
or as soon as practicable after the Effective Date ratably on account of their
claims the following consideration:  Cash                                       $15,000,000.00  Common Stock                     100% of the New UPC Polska
Stock  17 
   Voting:  Class 4 is Impaired and the UPC Entities
holding Claims in the UPC Polska Notes, 
the Belmarken Notes and the Telecom Pari Passu Notes and the  holders of the Affiliate Indebtedness Claims
are entitled to vote to accept or reject the Plan.  4.             Class 5 (General Unsecured Claims).  Classification:  Class 5 consists of General Unsecured
Claims.  Treatment:
General Unsecured Creditors will receive on or as soon as practicable after the
Effective Date the amount of cash and New UPC Polska Notes issued under the New
Indenture per $1,000.00 of claim amount of each undisputed General Unsecured
Claim of UPC Polska which is equal to the amount of cash and New UPC Polska
Notes issued under the New Indenture per $1,000.00 of claim amount payable to
the holders of the UPC Polska Notes (other than UPC Telecom).  Voting:  Class 5 is Impaired and the holders of the
General Unsecured Claims are entitled to vote to accept or reject the Plan.  5.             Class 6 (Telecom Junior Note Claims).  Classification:  Class 6 consists of the holders of the Telecom
Junior Notes.  Treatment:  The holders of the Telecom Junior Notes will
not receive any consideration in exchange for the Telecom Junior Notes.  The Telecom Junior Notes will be cancelled
on the Effective Date and will be of no further force or effect.  Voting:  Class 6 is Impaired and the holders of the
Telecom Junior Notes 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.  E.             Treatment of
UPC Polska Equity Interests (Class 7).  Classification:  Class 7 consists of Equity Interests in the
UPC Polska Equity.  Treatment:  The holders of the UPC Polska Equity will
not receive or retain any interest in consideration for the UPC Polska
Equity.  The UPC Polska Equity will be
cancelled on the Effective Date and will be of no further force or effect.  Voting:  Class 7 is Impaired and the holders of UPC
Polska 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.  18 
   F.             Treatment
of Contracts, Leases and Indemnification Obligations.  1.Assumption of Executory Contracts and Unexpired
Leases.  a.             Schedule
of Assumed Agreements.  On the Effective Date,
the Reorganized Debtor will assume any and all executory contracts and
unexpired leases that constitute executory contracts or unexpired leases as of
the Effective Date of the Plan  except for any agreements that were previously
assumed or rejected either by a Final Order or under section 365 of the U.S.
Bankruptcy Code or that will be rejected under Section III.F.2, below.  Notwithstanding the preceding sentence, to
the extent the Plan specifically provides for the modification of the rights of
parties to agreements, such as the rights in respect of the Indentures, the
terms of the Plan shall control the parties rights thereunder.  The agreements to be assumed under the Plan
include all executory contracts and unexpired leases identified on the Schedule
of Assumed Agreements.  UPC Polska reserves the
right to amend the Schedule of Assumed Agreements at any time before the
Effective Date to: (a) delete any executory contract or unexpired lease and
provide for its rejection under Section III.F.2 below, or (b) add any executory
contract or unexpired lease and provide for its assumption under this
Section.  UPC Polska will provide notice
of any amendment to the Schedule of Assumed Agreements to the party or parties
to the agreement affected by the amendment. 
The Confirmation Order will constitute a court order approving the
assumption of executory contracts and unexpired leases as specified under the
Plan.  b.            Cure
Payments.  UPC Polska does not
believe that it presently is in default under any of the executory contracts or
unexpired leases set forth on the Schedule of Assumed Agreements.  Accordingly, the Schedule of Assumed
Agreements does not identify any amounts that the Reorganized Debtor believes
sections 365(b)(1)(A) or (B) of the U.S. Bankruptcy Code require that the
Reorganized Debtor pay in order to cure defaults under the executory contracts
and unexpired leases to be assumed under the Plan.  UPC Polska will file an amended Schedule of Assumed Agreements
not later than 21 days before the Confirmation Date, setting forth any cure
amounts under the executory contracts and unexpired leases to be assumed under
Section III.F.1.a, above.  UPC Polska
reserves the right to further amend the Schedule of Assumed Agreements,
including to modify the cure amounts.  As required by section
365(b)(1) of the U.S. Bankruptcy Code, any and all monetary defaults under each
executory contract and unexpired lease to be assumed under the Plan will be
satisfied in one of the following two ways: (a) the Disbursing Agent will pay
to the non-debtor party to the executory contract or unexpired lease the
default amount, as set forth on the Schedule of Assumed Agreements, in cash as
soon as reasonably practicable on or after the Effective Date; or (b) the
Disbursing Agent will satisfy any other terms that are agreed to by both the
Debtor and the non-debtor party to an executory contract or unexpired lease
that will be assumed.  19 
   If, however, a dispute
arises regarding: (a) the amount of any proposed cure payments; (b) whether UPC
Polska has provided adequate assurance of future performance under an executory
contract or unexpired lease to be assumed; or (c) any other matter pertaining
to a proposed assumption, the proposed cure payments will be made (i) on the
later of 30 days after entry of a Final Order resolving the dispute and
approving the assumption or sixty (60) days after the Effective Date or (ii) as
otherwise agreed between the parties to such executory contract or unexpired
lease.  c.             Objections to
Assumption or Proposed Cure Payments.  Any Person who is a party
to an executory contract or unexpired lease that will be assumed under the Plan
and who either contends that the proposed cure payment specified on the
Schedule of Assumed Agreements is incorrect or otherwise objects to the
contemplated assumption must file with the U.S. Bankruptcy Court and serve upon
UPC Polska and the Reorganized Debtors counsel a written statement and
supporting declaration stating the basis for its objection.  This statement and declaration must be filed
and served by the later of: (a) 21 days before the Confirmation Hearing Date;
or (b) five days after UPC Polska files and serves the Schedule of Assumed
Agreements or any amendments to the Schedule of Assumed Agreements (only with
respect to an executory contract or unexpired lease added to the Schedule of
Assumed Agreements by such an amendment). 
Any Person who fails to timely file and serve such a statement and
declaration will be deemed to waive any and all objections to both the proposed
assumption and the proposed cure amount. 
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.  To the extent the
dispute only relates to the proposed cure amount, the resolution of such
dispute shall not affect the Debtors assumption of the contracts or leases
that are the 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 III.F.2
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 III.F.2 hereof pending the outcome of such dispute.  2.             Rejection of Executory Contracts and Unexpired
Leases.  a.             Schedule of
Rejected Agreements.  On the Effective Date,
the Reorganized Debtor will reject the executory contracts and unexpired leases
(except for any agreements that were previously assumed or rejected by Final
Order or under section 365 of the U.S. Bankruptcy Code) that are identified in
the Schedule of Rejected Agreements.  UPC Polska reserves the
right to amend the Schedule of Rejected Agreements at any time before the
Effective Date to: (a) delete any executory contract or unexpired lease and
provide for  20 
   its assumption under Section
III.F.1.; or (b) add any executory contract or unexpired lease and provide for
its rejection under Section III.F.2. 
UPC Polska will provide notice of any amendment to the Schedule of Rejected
Agreements to the party or parties to the executory contracts or unexpired
leases affected by the amendment.  The Confirmation Order
will constitute a court order approving the rejection, as of no later than the
Confirmation Date, of the executory contracts or unexpired leases then
identified on the Schedule of Rejected Agreements.  b.             Bar Date for
Rejection Damage Claims.  Any Rejection Damage
Claim or other Claim for damages arising from the rejection under the Plan of
an executory contract or unexpired lease must be filed with the U.S. Bankruptcy
Court and served upon the Reorganized Debtor and the Reorganized Debtors
counsel within 30 days after the earlier of the mailing of notice of
confirmation or the service of other notice that the executory contract or
unexpired lease has been rejected.  Any
such damage Claims that are not timely filed and served will be forever barred
and unenforceable against the Estate, the Reorganized Debtor, and their
respective property, and Persons holding these Claims will be barred from receiving
any distributions under the Plan on account of their Rejection Damage Claims or
other Claims.  3.Postpetition Contracts and Leases.  Except as expressly
provided in the Plan or the Confirmation Order or any Final Order of the U.S.
Bankruptcy Court, all contracts, leases, and other agreements that UPC Polska
enters into after the Petition Date which agreements have not been terminated
in accordance with their terms or been rejected on or before the Confirmation
Date, will remain in full force and effect after the Confirmation Date and the
Effective Date.  4.Assumption of Indemnification Obligations.  To the extent not
inconsistent with the Plan, on the Effective Date, the Reorganized Debtor will
be deemed to assume all indemnification obligations under applicable
certificates of incorporation, bylaws, written agreements, and statutes with
respect to all present and future actions, suits, and proceedings against UPC
Polskas directors and officers based upon any act or omission related to
service with, for, or on behalf of UPC Polska, whether that act or omission
occurred before or after the Petition Date or while the Chapter 11 Case was
pending before the U.S. Bankruptcy Court. 
These obligations will not be discharged or impaired by the Plans confirmation
or consummation, and they will survive confirmation unaffected by the
contemplated reorganization except to the extent any such obligation has been
released, discharged or modified pursuant to the Plan.  21 
   IV.  MEANS OF EXECUTION AND IMPLEMENTATION OF THIS PLAN AND OTHER PROVISIONS  A.Disbursing Agent.  The Reorganized Debtor or
Third Party Disbursing Agent shall act as Disbursing Agent under this Plan and,
unless otherwise specified, shall make all distributions required under this
Plan.  The Disbursing Agent
(including the Indenture Trustee when it is authorized to act as Third Party
Disbursing Agent) may employ or contract with other entities to assist in or
perform the distribution of property to be so distributed. Unless otherwise
determined by the Reorganized Debtor in its sole discretion, the Disbursing
Agent shall serve without bond.  The
Third Party Disbursing Agent, if any, shall receive from the Reorganized
Debtor, without further U.S. Bankruptcy Court approval, reasonable compensation
for distribution services rendered pursuant to this Plan and reimbursement of
reasonable out-of-pocket expenses incurred in connection with such services on
terms agreed to by the Reorganized Debtor.  B.Revesting of Assets.  Except as otherwise
provided in this Plan or in any agreements contemplated under this Plan, on the
Effective Date all property of the Estate shall vest in the Reorganized Debtor,
free and clear of all Claims, liens, encumbrances, and other Equity Interests
with all such Claims, liens, encumbrances and other Equity Interests being
extinguished except as otherwise provided in the Plan.  From and after the Effective Date, the
Reorganized Debtor may operate its business and use, acquire and dispose of
property and settle and compromise Claims or Equity Interests without
supervision by the U.S. Bankruptcy Court and free of any restrictions of the
U.S. Bankruptcy Code or Bankruptcy Rules, other than those restrictions
expressly imposed by this Plan and the Confirmation Order.  C.Preservation of Rights of Action.  Except as expressly
released pursuant to this Plan, pursuant to section 1123(b) of the U.S.
Bankruptcy Code, the Reorganized Debtor shall be vested with and shall retain
and may enforce any claims, rights, and causes of action that UPC Polska or the
Estate may hold or have against any entity, including (a) any claims, rights or
causes of action under sections 544 through 550 of the U.S. Bankruptcy Code or
any similar provision of state law, or any other statute or legal theory, (b)
any rights of equitable subordination or disallowance, (c) any derivative
causes of action that may be brought by or on behalf of UPC Polska or the
Estate, and (d) any and all claims, rights, or causes of action of any kind or
nature of UPC Polska or the Estate that may exist under applicable bankruptcy
or non-bankruptcy law.  Any such rights shall be
retained by the Reorganized Debtor free and clear of all Claims and Equity
Interests, and the Reorganized Debtor may pursue its revested rights of action
in accordance with its best interests.  22 
   D.Indentures.  1.Cancellation of Indentures.  Subject to Section
IV.D.2, the rights and obligations of UPC Polska and any affiliate, if any,
under the Indentures shall be deemed cancelled on the Effective Date.  The Indenture Trustee will serve as the
Third Party Disbursing Agent in connection with distributions in respect of UPC
Polska Note Claims, in accordance with this Plan.  Without limiting the
generality of the foregoing, in accordance with the cancellation of the
Indentures on the Effective Date as specified above, on the Effective Date, any
and all rights of or conferred upon holders of or with respect to the UPC
Polska Notes and the Debtor (whether such indebtedness is on account of
principal, pre-petition or post-petition interest, fees, charges or otherwise),
as defined in the Indentures, including any rights of subordination, priority,
seniority or otherwise under the Indentures, including with respect to the
property to be distributed to Persons holding UPC Polska Note Claims under this
Plan, shall be similarly nullified and extinguished.  The preceding sentence applies, without limitation, to all
Persons holding Allowed Claims under this Plan, including the Third Party
Holders.  Notwithstanding the
cancellation of the Indentures, the right of the Indenture Trustee to assert a
lien against distributions to holders of the UPC Polska Notes (the Charging
Lien) shall survive cancellation of the Indentures, subject to Section
IV.D.2.  Cancellation of the
Indentures pursuant to this Plan shall not affect the rights of the Third Party
Holders to receive distributions of Third Party Noteholder Consideration in
accordance with this Plan.  2.Allowed Fees and Expenses of Indenture Trustee.  The Indenture Trustees
reasonable fees and expenses through the Effective Date (which includes the
fees and expenses of any professionals retained by the Indenture Trustee),
shall be paid (unless otherwise ordered by the U.S. Bankruptcy Court, without
application by or on behalf of the Indenture Trustee or any professionals
retained by the Indenture Trustee to the U.S. Bankruptcy Court and without
notice and a hearing) by the Reorganized Debtor as an Allowed Administrative
Claim under this Plan.  If the
Reorganized Debtor and the Indenture Trustee cannot agree on the amount of fees
and expenses to be paid, the amount of any such fees and expenses shall be
determined by the U.S. Bankruptcy Court. 
Distributions received by holders of Allowed UPC Polska Note Claims
pursuant to this Plan shall not be reduced on account of such payment of the
Indenture Trustees fees and expenses. 
The Charging Lien of the Indenture Trustee shall continue and be
unimpaired as to (i) any fees and expenses of the Indenture Trustee not paid by
the Reorganized Debtor and (ii) any indemnity rights of the Indenture Trustee,
which shall survive to the extent permitted under the terms of the Indentures.  E.Objections to Claims and Equity Interests.  Except as otherwise
provided in Section III.B.1.d, above, with respect to applications of
professionals for compensation and reimbursement of expenses and for the
payment of other Administrative Claims, objections to any Claims or Equity
Interests shall be filed and served  23 
   upon the holder of such Claim
or Equity Interest no later than the date (the Claims/Equity Interests
Objection Deadline) that is the later of (a) six months after the
Effective Date, unless extended by the U.S. Bankruptcy Court, and (b) six
months after the date on which a proof of Claim or Equity Interest has been
filed, unless extended by the U.S. Bankruptcy Court.  After the Effective Date, only UPC Polska or the Reorganized
Debtor shall have the authority to file, settle, compromise, withdraw or
litigate to judgment objections to Claims and Equity Interests.  F.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 Company 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.  G.Distribution of Property Under this Plan.  1.Manner of Cash Payments.  Cash payments made
pursuant to this Plan shall be in U.S. 
dollars on checks drawn on a domestic bank selected by the Reorganized
Debtor or, at the option of the Reorganized Debtor, by wire transfer from a
domestic bank; provided, however, that payments made to foreign creditors
holding Allowed Claims may be paid, at the option of the Reorganized Debtor, in
such funds and by such means as are necessary or customary in a particular
foreign jurisdiction.  2.Surrender of UPC Polska Notes.  As a condition to
participation under this Plan, a holder of a UPC Polska Note Claim that desires
to receive property to be distributed on account of such Claim shall surrender
the security representing such Claim to the Indenture Trustee in accordance
with the procedures set forth in the Indenture, to the extent applicable.  Following confirmation of this Plan, holders
of such securities shall receive specific instructions regarding the time and
manner in which the UPC Polska Note Claims are to be surrendered, which instructions
shall be given by the Reorganized Debtor, the Disbursing Agent, or the
Indenture Trustee to such holders as soon as practicable after the Effective
Date.  Pending such surrender, such
securities shall be cancelled and represent only the right to receive the
distributions to which the holder is entitled under this Plan.  Subject to Section
IV.G.4.b., any UPC Polska Note Claim represented by a security which is lost,
stolen, mutilated, or destroyed shall be deemed surrendered when the holder of
such Claim based thereon delivers to the Indenture Trustee, with a copy to the
Debtor, (i) evidence satisfactory to the Debtor of the loss, theft, mutilation,
or destruction of such instrument and (ii) such security or indemnity as may be
required by the Indenture Trustee to hold it harmless with respect thereto.  24 
   3.No Distributions With Respect to Disputed Claims.  a.No
Distribution Pending Allowance. 
Notwithstanding any other provisions of this Plan, no payments of cash
or distributions or other consideration of any kind shall be made on account of
any Disputed Claim until such Claim becomes an Allowed Claim or is deemed to be
such for purposes of distribution, and then only to the extent that the Claim
becomes, or is deemed to be for distribution purposes, an Allowed Claim.  b.Establishment
And Maintenance Of Reserve.
 On each applicable Distribution
Date, the Disbursing Agent shall reserve for the benefit of holders of Disputed
Claims (the Reserve) the distributions to which the holders of Disputed
Claims as of such Distribution Date would be entitled under the Plan if such
Disputed Claims were Allowed Claims in the amounts of such Disputed Claims and
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 as of such
date.  The Disbursing Agent shall
maintain a register of all Disputed Claims, the amounts upon which to base reserves
for such Disputed Claims and, where the property to be reserved is New UPC
Polska Stock and/or New UPC Polska Notes, the number of shares of New UPC
Polska Stock and/or the number of New UPC Polska Notes to which the holders of
the Disputed Claims would be entitled if such Disputed Claims were Allowed
Claims.  c.Distributions
Upon Allowance Of Disputed Claims and Disputed Equity Interests. 
The holder of a Disputed Claim that becomes an Allowed Claim subsequent
to the Initial Distribution Date shall receive distributions of the applicable
New UPC Polska Notes, New UPC Polska Stock or cash, as applicable, previously
reserved on account of such Claim in the Reserve as soon as reasonably
practicable following the allowance of any such Claim; provided, however,
that neither the Debtor, the Reorganized Debtor, Polska Finance, nor the
Disbursing Agent shall be required to make a distribution until the aggregate
distribution to be made is equal to or greater than
$        or
         shares of New UPC Polska Stock
or $        in principal amount of New
UPC Polska Notes, 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 if all such remaining Disputed Claims were to become Allowed Claims
could not exceed either $         or
        shares of New UPC Polska Stock
or $         in principal amount of New
UPC Polska Notes, as applicable, then the Debtor, the Reorganized Debtor,
Polska Finance, or the Disbursing Agent shall make a distribution to any holder
of a Disputed Claim as soon as reasonably practicable after the allowance of
any such Claim.  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  25 
   the Disputed Claim had been an Allowed Claim
on or prior to the Effective Date.  d.ExcessReserves.  Upon any Disputed Claim becoming a
Disallowed Claim in whole or in part, the property, if any, reserved for the
payment of or distribution on the Disallowed portion of such Disputed Claim (i)
if in the form of Cash, shall revest in the Reorganized Debtor and no longer be
subject to distribution to Creditors or (ii) if in the form of New UPC Polska
Stock or New UPC Polska Notes, shall be cancelled.  4.Delivery of Distributions and Undeliverable or
Unclaimed Distributions.  a.Delivery of
Distributions in General.  Except as provided in
Section IV.G.4.b, below, for holders of undeliverable distributions, distributions
to holders of Allowed Claims shall be distributed by mail as follows: (a) at
the address set forth on the respective proofs of Claim filed by such holders
of Allowed Claims; (b) at the address set forth in any written notices of
address changes delivered to the Disbursing Agent after the date of any related
proof of Claim; (c) at the address reflected in the Schedules if no proof of
Claim is filed and the Disbursing Agent has not received a written notice of a
change of address; and (d) with respect to holders of UPC Polska Note Claims at
the last known address of record holders of such UPC Polska Note Claims as of
the Distribution Notification Date, as determined by the Indenture Trustee.  b.Undeliverable
Distributions.  (1)Holding
and Investment of Undeliverable Property.  If the distribution to
the holder of any Allowed Claim is returned to the Disbursing Agent as
undeliverable, no further distribution shall be made to such holder unless and
until the Disbursing Agent is notified in writing of such holders then current
address.  Subject to the other
provisions of this Plan, undeliverable distributions shall remain in the
possession of the Disbursing Agent pursuant to this Section until such time as
a distribution becomes deliverable.  Unclaimed cash shall be
held in an unsegregated bank account in the name of the Disbursing Agent or the
Reorganized Debtor for the benefit of the potential claimants of such funds,
and shall be accounted for separately.  (2)Failure
to Claim Undeliverable Property.  Any holder of an Allowed
Claim that does not assert a claim in writing for an undeliverable distribution
held by the Disbursing Agent within one year after the Effective Date shall no
longer have any claim to or interest in such undeliverable distribution, and
shall be forever barred from receiving any distributions under this Plan, or
from UPC Polska, Polska Finance, the Reorganized Debtor, the Estate or their
respective property.  In such cases, any
property held for distribution on account of such Claims shall be retained by
the Reorganized Debtor or returned to Reorganized Debtor if in the possession
of the Third Party Disbursing Agent. 
Any undistributed cash shall be the property of the Reorganized Debtor,
free from any  26 
   restrictions thereon.  Nothing contained in this Plan shall require
UPC Polska, the Reorganized Debtor, Polska Finance, or the Disbursing Agent to
attempt to locate any holder of an Allowed Claim.  Therefore, any holder of
an Allowed Claim that does not assert a claim for an undeliverable distribution
within one year after the Effective Date will have any claim for such
undeliverable distribution discharged and forever will be barred from asserting
any such Allowed Claim against UPC Polska, the Estate, the Reorganized Debtor,
Polska Finance, or their respective property.  5.Compliance With Tax Requirements.  The Disbursing Agent
shall comply with all withholding and reporting requirements imposed on it by
Governmental Entities, and all distributions pursuant to this Plan shall be
subject to such withholding and reporting requirements, if any.  6.Setoff, Recoupment and Other Rights.  Notwithstanding anything
to the contrary contained in this Plan (except as provided in Sections VI.B and
VI.C below), to the extent permitted under applicable law with respect to an
Allowed Claim or Allowed Equity Interest, the Reorganized Debtor may, but shall
not be required to, set off, recoup, assert counterclaims or withhold against
any Allowed Claim or Allowed Equity Interest and the distributions to be made
pursuant to this Plan on account of such Claim or Equity Interest claims of any
nature that UPC Polska, the Estate, or the Reorganized Debtor may have against
the holder of such Allowed Claim or Allowed Equity Interest; provided, however,
that neither the failure to effect such a setoff or recoupment, nor the
allowance of any Claim against or Equity Interest in UPC Polska or the
Reorganized Debtor, nor any partial or full payment during the Chapter 11 Case
on or after the Effective Date in respect of any Allowed Claim or Allowed
Equity Interest, shall constitute a waiver or release by UPC Polska, the
Estate, or the Reorganized Debtor of any claim that they may possess against
such holder.  H.No Liability for Solicitation or Participation.  Pursuant to section
1125(e) of the U.S. Bankruptcy Code, Persons that solicit acceptances or
rejections of this Plan and/or that participate in the offer, issuance, sale,
or purchase of securities offered or sold under this Plan, in good faith and in
compliance with the applicable provisions of the U.S. Bankruptcy Code, shall
not be liable, on account of such solicitation or participation, for violation
of any applicable law, rule, or regulation governing the solicitation of
acceptances or rejections of this Plan or the offer, issuance, sale, or
purchase of securities.  I.Limitation of Liability.  To the maximum extent
permitted by law, none of UGC, UPC, Polska Finance, the UPC Entities, UPC
Polska, the Reorganized Debtor, the Estate, the Participating Noteholders, the
Creditors Committee, the Indenture Trustee, nor any of the employees,
officers, directors, agents, members, representatives, or professional advisors
employed or retained by any of them, whether or not pursuant to a Final Order
of the U.S.  27 
   Bankruptcy Court, shall have or
incur any liability to any Person for any act taken or omission made in good
faith in connection with or related to formulating, implementing, confirming,
or consummating this Plan, the Disclosure Statement, or any contract,
instrument, release, or other agreement or document created in connection with
this Plan.  J.Dissolution of Committees.  On the Effective Date,
the Creditors Committee and any other committee appointed pursuant to section
1102 of the U.S. Bankruptcy Code shall be released and discharged from the
rights and duties arising from or related to the Chapter 11 Case, except with
respect to final applications for professionals compensation.  Except as agreed to by the Reorganized
Debtor, professionals retained by the Creditors Committee and any other
committee appointed pursuant to section 1102 of the U.S. Bankruptcy Code and
the members thereof shall not be entitled to compensation or reimbursement of
expenses for any services rendered or expenses incurred after the Effective
Date, except for services rendered and expenses incurred in connection with any
applications by such professionals or committee members for allowance of
compensation and reimbursement of their own expenses pending on the Effective
Date or timely filed after the Effective Date as provided in this Plan, as
approved by the U.S. Bankruptcy Court.  K.Revocation of this Plan.  UPC Polska reserves the
right to revoke or withdraw this Plan prior to the Confirmation Date; provided,
however, that, to the extent required by the Restructuring Agreement,
the consent of the Majority-in-Interest of the Holders (which shall not be
unreasonably withheld) shall be required for such revocation or withdrawal if
(a) the holders of the UPC Polska Note Claims have voted to accept this Plan,
and such acceptance has not been withdrawn, and (b) the Participating
Noteholders have not filed an objection to confirmation of this Plan (or if
such objection has been filed but withdrawn). 
If this Plan is revoked or withdrawn, or if confirmation or the
Effective Date otherwise do not occur, this Plan shall be null and void, and
nothing contained in this Plan or the Disclosure Statement shall (a) constitute
a waiver or release of any Claims by or against, or any Equity Interests in,
UPC Polska or any other Person; or (b) prejudice in any manner the rights of
UPC Polska, the Estate, or any creditors in any further proceedings.  L.Post-Effective Date Effect of Evidences of Claims or
Equity Interests.  Notes, stock
certificates, warrants, and other evidences of Claims against, or Equity
Interests in, UPC Polska shall, effective upon the Effective Date, represent
only the right to receive the distributions, if any, contemplated by this Plan.  M.Successors and Assigns.  The rights, benefits, and
obligations of any entity named or referred to in this Plan shall be binding
on, and shall inure to the benefit of, any heir, executor, administrator,
successor, or assign of such entity.  28 
   N.Saturday,
Sunday, or Legal Holiday.  If any payment or act
under this 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 and shall be deemed to
have been completed as of the required date.  O.Headings.  The headings used in this
Plan are inserted for convenience only and neither constitute a portion of this
Plan nor in any manner affect the provisions of this Plan.  P.Governing Law.  Unless a rule of law or
procedure is supplied by (a) federal law (including the U.S. Bankruptcy Code
and Bankruptcy Rules), or (b) an express choice of law provision in any
agreement, contract, instrument, or document provided for, or executed in
connection with, this Plan, the rights and obligations arising under this Plan
and any agreements, contracts, documents, and instruments executed in
connection with this Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York without giving effect to the
principles of conflict of laws thereof.  Q.Severability of Plan Provisions.  If, prior to confirmation,
any term or provision of this Plan is held by the U.S. Bankruptcy Court to be
invalid, void, or unenforceable, the U.S. Bankruptcy Court shall have the power
to alter and interpret such term or provision to make it valid or enforceable
to the maximum extent practicable, consistent with the original purpose of the
term or provision held to be invalid, void, or unenforceable, and such term or
provision shall then be applicable as altered or interpreted.  Notwithstanding any such holding,
alteration, or interpretation, the remainder of the terms and provisions of
this Plan will remain in full force and effect and will in no way be affected,
impaired, or invalidated by such holding, alteration or interpretation.  Provided, however, that the
two preceding sentences shall not be applicable if the absence of any such
invalid, void or unenforceable provision would cause any Participating
Noteholder to receive less than the Third Party Noteholder Consideration in
exchange for its Allowed UPC Polska Note Claims.  The Confirmation Order shall constitute a judicial determination
and shall provide that each term and provision of this Plan, as it may or may
not have been altered or interpreted in accordance with the foregoing, is valid
and enforceable pursuant to its terms. 
The Debtor reserves the right not to proceed with Confirmation or
consummation of the Plan if any such ruling occurs.  R.No Admissions.  Notwithstanding anything
herein to the contrary, if this Plan is not confirmed or the Effective Date
otherwise does not occur, this Plan shall be null and void, and nothing
contained in this Plan or the Disclosure Statement shall (a) be deemed to be an
admission by UPC Polska or against any creditor with respect to any matter set
forth herein, including liability on any Claim or the propriety of the
classification of any Claim; (b) constitute a waiver,  29 
   acknowledgment or release of
any Claims by or against, or any Equity Interests in, UPC Polska; or (c) prejudice
in any manner the rights of UPC Polska, the Estate, or any creditors in any
further proceedings.  S.Application of Section 1145 of the U.S.
Bankruptcy Code.  To the fullest extent
permitted under section 1145 of the U.S. Bankruptcy Code, the issuance of the
New UPC Polska Notes to the holders of Allowed Class 3 Claims and Allowed Class
5 Claims, and the issuance of New UPC Polska Stock to the holders of Class 4
Claims, on the Effective Date shall be exempt from the registration
requirements of section 5 of the Securities Act and of any federal, state and
local law requiring the registration or licensing of any issuer, underwriter,
broker or dealer in such securities.  T.Conditions Precedent to Confirmation.  Confirmation is subject
to the following condition precedent:  a.The
Confirmation Order shall be in form and substance reasonably acceptable to the
Debtor, UPC Entities and the Participating Noteholders; provided that none of UPC
Entities 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.  U.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 IV.V. below:  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.all
documents and agreements required to be executed or delivered under the Plan or
the Restructuring Agreement on or prior to the Effective Date shall have been
executed and delivered by the parties thereto;  c.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 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;  d.the
Amended and Restated Certificate of Incorporation of the Reorganized Debtor shall
have been filed with the applicable authority of the jurisdiction of
incorporation or organization in accordance with such jurisdictions applicable
law;  30 
   e.all
authorizations, consents and regulatory approvals required, if any, in order to
 consummate the Plan shall have been
obtained;  f.no
order of a court shall have been entered and shall remain in effect restraining
the Debtor from consummating the Plan;  g.the
New UPC Polska Notes shall have been accepted for listing on The PORTAL Market;
and  h.the
New UPC Polska Notes shall have obtained a rating by either Standard and Poors
Ratings Group or Moodys Investors Service, Inc.  V.Waiver of Conditions to Consummation.  The requirement that the
conditions to the occurrence of the Effective Date, as specified in Section
IV.U, above, be satisfied may be waived in whole or in part, and the time
within which any such conditions must be satisfied may be extended, by the
written consent of UPC Polska and the UPC Entities and, to the extent required
by the Restructuring Agreement, the written consent of the Majority-in-Interest
of the Holders. To be effective, such written waiver or extension must be filed
with the U.S. Bankruptcy Court. The failure to satisfy or waive any of such
conditions may be asserted by UPC Polska regardless of the circumstances giving
rise to the failure of such condition to be satisfied, including any action or
inaction by UPC Polska.  The failure of
UPC Polska to exercise any of the foregoing rights shall not be deemed a waiver
of such rights or any other rights and each such right shall be deemed ongoing
and assertable at any time.  W.Retention of Jurisdiction.  Notwithstanding the entry
of the Confirmation Order or the occurrence of the Effective Date, the U.S.
Bankruptcy Court shall retain jurisdiction after the Effective Date over all
matters arising out of, arising in or related to, the Chapter 11 Case to the
fullest extent provided by law, including the jurisdiction to:  1.             Allow, disallow, determine, liquidate, classify,
establish the priority or secured or unsecured status of, estimate, or limit
any Claim, Equity Interest, or Administrative Claim;  2.             Grant or deny any and all applications for allowance of
compensation or reimbursement of expenses authorized pursuant to the U.S.
Bankruptcy Code or this Plan, for periods ending on or before the Effective
Date;  3.             Resolve any motions pending on the Effective Date to
assume, assume and assign, or reject any executory contract or unexpired lease
to which UPC Polska is a party or with respect to which UPC Polska may be
liable and to hear, determine and, if necessary, liquidate, any and all Claims
arising therefrom;  4.             Ensure that distributions to holders of Allowed Claims
and Allowed Equity Interests, including but not limited to Administrative
Claims, are accomplished pursuant to the provisions of this Plan and resolve
any issues relating to distributions;  31 
   5.             Resolve any and all applications, motions, adversary
proceedings, and other matters involving UPC Polska that may be pending on the
Effective Date;  6.             Enter such orders as may be necessary or appropriate to
implement or consummate the provisions of this Plan and all contracts,
instruments, releases, and other agreements or documents entered into in
connection with this Plan;  7.             Resolve any and all controversies, suits, or issues that
may arise in connection with the consummation, interpretation, or enforcement
of this Plan or the Confirmation Order or any Persons rights or obligations in
connection with this Plan including disputes arising under documents or
agreements executed in connection with the Plan;  8.             Modify this Plan before or after the Effective Date
pursuant to section 1127 of the U.S. Bankruptcy Code, or modify the Disclosure
Statement or any contract, instrument, or other agreement or document created
in connection with this Plan or Disclosure Statement; or remedy any defect or
omission or reconcile any inconsistency in any order of the U.S. Bankruptcy
Court, this Plan, the Disclosure Statement, or any contract, instrument, or
other agreement or document created in connection with this Plan or Disclosure
Statement, in such manner as may be necessary or appropriate to consummate this
Plan, to the extent authorized by the U.S. Bankruptcy Code;  9.             Issue injunctions, enter and implement other orders, or
take such other actions as may be necessary or appropriate to restrain
interference by any entity with consummation or enforcement of this Plan;  10.           Enter and implement such orders as
are necessary or appropriate if the Confirmation Order is for any reason
modified, stayed, reversed, revoked, or vacated;  11.           Determine any other matters that may
arise in connection with or relate to this Plan, the Disclosure Statement, the
Confirmation Order, or any contract, instrument, release, indenture or other
agreement or document created in connection with this Plan, the Confirmation
Order or the Disclosure Statement;  12.           Enter an order closing the Chapter 11
Case; and  13.           Hear and determine any motions,
applications, adversary proceedings, contested matters and other litigated
matters pending on, filed or commenced after the Effective Date, including
proceedings with respect to the rights of the Debtor to recover property under
sections 542, 543, 544, 545, 547, 548, 549, 550 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.  If the U.S. Bankruptcy
Court abstains from exercising jurisdiction or is otherwise without
jurisdiction over any matter, this Section shall have no effect upon and shall
not control, prohibit, or limit the exercise of jurisdiction by any other court
having competent jurisdiction with respect to such matter.  32 
   V.  THE REORGANIZED DEBTOR  A.Management of the Reorganized Debtor.  1.Directors of the Reorganized Debtor.  As of the Effective Date,
UPC Polskas then-current Board will remain in place.  The List of Maintained Board Members, including their respective
background and qualifications, will be attached as Exhibit [C] on or before the
Exhibit Filing Date.  The membership of the
Board shall be subject to an election at the annual meeting of the Reorganized
Debtor in the year 200[  ].  2.Officers of the Reorganized Debtor.  The officers of the
Reorganized Debtor will serve at the discretion of the Board of the Reorganized
Debtor.  As of the Effective Date, it is
anticipated that the officers then serving shall continue to serve.  B.Employee Benefit Plans.(2)  As of the Effective Date,
all of UPC Polskas employee benefit plans, programs and benefits existing
immediately prior to the Effective Date shall be retained and shall constitute
obligations of the Reorganized Debtor.  C.Certificate of Incorporation.  As of the Effective Date,
the Amended and Restated Certificate of Incorporation of the Reorganized Debtor
shall (a) prohibit the issuance of non-voting equities securities to the extent
required by section 1123(a)(6) of the U.S. Bankruptcy Code, subject to
amendment of such Amended and Restated Certificate of Incorporation as
permitted by applicable law, and (b) permit the consummation of this Plan.  A copy of the form of the Amended and
Restated Certificate of Incorporation of the Reorganized Debtor will be
attached as Exhibit [D] by the Exhibit Filing Date.  D.Bylaws.  As of the Effective Date,
the Amended and Restated Bylaws of the Reorganized Debtor, to the extent any
amendments to UPC Polskas Bylaws are required to effectuate the provisions of
this Plan, shall be attached as Exhibit [E] by the Exhibit Filing Date, without
the requirement for any further action by the shareholders or directors of UPC
Polska or the Reorganized Debtor.  
 (2)  UPC Polska believes there are none.  33 
   VI.  EFFECT OF CONFIRMATION OF THIS
PLAN  A.Discharge and Injunction.  The rights afforded in
the Plan and the treatment of all Claims and Equity Interests herein shall be
in exchange for and in complete satisfaction, discharge, and release of all
Claims and Equity Interests of any nature whatsoever, including any interest
accrued on such Claims from and after the Petition Date, against UPC Polska,
the Reorganized Debtor, the Estate, or any of their property.  Except as otherwise provided in the Plan or
the Confirmation Order: (a) on the Effective Date, UPC Polska, the Reorganized
Debtor, the Estate, and their property shall be deemed discharged and released
to the fullest extent permitted by section 1141 of the U.S. Bankruptcy Code
from all Claims and Equity Interests, including, but not limited to, demands,
liabilities, Claims, and Equity Interests that arose before the Confirmation
Date and all debts of the kind specified in sections 502(g), 502(h), or 502(i)
of the U.S. Bankruptcy Code, regardless of whether or not (i) a proof of Claim
or proof of Equity Interest based on such debt or Interest is filed or deemed
filed, (ii) a Claim or Equity Interest based on such debt or Equity Interest is
Allowed pursuant to section 502 of the U.S. Bankruptcy Code, or (iii) the
holder of a Claim or Equity Interest based on such debt or Equity Interest has
or has not accepted the Plan; and (b) all Persons shall be precluded from
asserting against UPC Polska, the Reorganized Debtor, the Estate, and their
property any other or further Claims or Equity Interests based upon any act or
omission, transaction, or other activity of any kind or nature that occurred
prior to the Confirmation Date.  Except as otherwise
provided in the Plan or the Confirmation Order, the Confirmation Order shall
act as a discharge of any and all Claims against and all debts and liabilities
of UPC Polska, and termination of all Equity Interests, as provided in sections
524 and 1141 of the U.S. Bankruptcy Code, and such discharge and termination
shall void any judgment against UPC Polska obtained at any time to the extent
that it relates to a discharged or terminated Claim or Equity Interest.  Except as otherwise
provided in the Plan or the Confirmation Order, on and after the Effective
Date, all Persons who have held, currently hold, or may hold a debt, Claim, or
Equity Interest discharged pursuant to the terms of the Plan are permanently
enjoined from taking any of the following actions on account of any such
discharged debt, Claim, or Equity Interest: (a) commencing or continuing in any
manner any action or other proceeding against UPC Polska, the Reorganized
Debtor, the Estate, or their property; (b) enforcing, attaching, collecting, or
recovering in any manner any judgment, award, decree, or order against UPC
Polska, the Reorganized Debtor, the Estate, or their property; (c) creating,
perfecting, or enforcing any lien or encumbrance against UPC Polska, the
Reorganized Debtor, the Estate, or their property; (d) asserting any setoff,
right of subrogation, or recoupment of any kind against any obligation due to
UPC Polska, the Reorganized Debtor, the Estate, or their property; and (e)
commencing or continuing any action, in any manner, in any place that does not
comply with or is inconsistent with the provisions of the Plan or the
Confirmation Order.  Any Person injured
by any willful violation of such injunction shall recover actual damages,
including costs and attorneys fees, and, in appropriate circumstances, may
recover punitive damages, from the willful violator.  34 
   B.Releases.  Effective on the
Confirmation Date, but subject to the occurrence of the Effective Date, the UPC
Entities, UPC Polska, Polska Finance, UPC, New UPC, UGC, the Indenture Trustee,
each Participating Noteholder, each holder of 
UPC Polska Notes, UPC Telecom Notes, Belmarken Notes, UPC Polska Equity,
Affiliate Indebtedness and each of the foregoings respective officers,
directors, Affiliates, Subsidiaries, stockholders, partners, members, managers,
representatives, employees, attorneys, financial advisors, accountants and
agents, and 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 UPC Polska or any holder of a Claim against, or Equity
Interest in, UPC Polska or its bankruptcy estate 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 UPC Entities, UPC, UGC, New
UPC, Polska Finance, each Participating Noteholder, UPC Polska, the issuance,
purchase or sale of the Belmarken Notes, UPC Polska Notes, UPC Telecom Notes,
Affiliate Indebtedness, UPC Polska Equity, the Restructuring, the Chapter 11
Case, the solicitation of acceptances of the Plan, the pursuit of confirmation
of the Plan, the consummation of the Plan or administration of the Plan or the
property to be distributed under the Plan; provided, however,
that nothing herein shall release any Person from any claims, obligations,
rights, causes of action, choses in action, demands, suits, proceedings or
liabilities based upon any act or omission arising out of such Persons gross
negligence or willful misconduct; provided further, that nothing herein
shall release UPC Polska, Polska Finance, the UPC Entities 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, in all respects, with, or breach of such Persons
obligations under, this Plan or the Restructuring Agreement.  Effective as of the Confirmation Date, but
subject to the occurrence of the Effective Date, all holders of Belmarken
Notes, UPC Polska Notes, UPC Telecom Notes, Affiliate Indebtedness and UPC
Polska Equity, shall be deemed to release, and shall be permanently enjoined
from bringing, maintaining, facilitating or assisting any action, demand, suit
or proceeding against, UGC, the UPC Entities, New UPC, UPC, UPC Polska, Polska
Finance, the Indenture Trustee and their respective officers, directors,
Subsidiaries, Affiliates, members, managers, representatives, employees,
attorneys, stockholders, partners, accountants, 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 Polska Notes, the UPC Telecom Notes, Affiliate
Indebtedness or the UPC Polska Equity, or the issuance, purchase, or sale of
any thereof, the Restructuring, the Chapter 11 Case, the solicitation of
acceptances of the Plan, the pursuit of confirmation of the Plan, the
consummation of the Plan or administration of the Plan or the property to be
distributed under the Plan.  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  35 
   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 UPC Polska under Chapter 11 of
the U.S. Bankruptcy Code and pursuant to the Plan.  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 New York Code of Professional Conduct.  C.Exculpation.  None of the UPC Entities,
New UPC, UPC, UPC Polska, Polska Finance, UGC, the Indenture Trustee, any
Participating Noteholder, any holder of UPC Polska Notes, Belmarken Notes, UPC
Telecom Notes, Affiliate Indebtedness, UPC Polska Equity, or any of the
foregoings respective officers, directors, Subsidiaries, Affiliates, members,
managers, stockholders, partners, representatives, employees, attorneys,
financial advisors, accountants and agents, or any of their respective
successors and assigns, or any of their respective property, shall have or
incur any liability to any holder of a Claim or an Equity Interest, or any
other party in interest, or any of their respective officers, directors,
Subsidiaries, Affiliates, members, managers, stockholders, partners,
representatives, employees, attorneys, financial advisors, accountants 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 Chapter 11 Case, the solicitation of acceptances
of the Plan, the pursuit of confirmation of the Plan, the consummation of the
Plan, or the administration of the Plan or the property to be distributed under
the Plan, except for (i) 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 New York Code of Professional Conduct and (iii) solely in the
case of UPC Polska, the UPC Entities, or any Participating Noteholder, any
liability for failure to comply with, or breach of such Persons obligations
under, this Plan or the Restructuring Agreement, and in all respects UPC
Polska, the UPC Entities and the Participating Noteholders shall be entitled to
reasonably rely upon the advice of counsel with respect to their duties and
responsibilities under this Plan and the Restructuring Agreement.  Notwithstanding
any other provision of the Plan, no holder of a claim or interest, no other
party in interest, none of their respective officers, directors, Subsidiaries,
Affiliates, members, managers, stockholders, 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, the UPC Entities,
Polska Finance, UPC Polska, UGC, New UPC, UPC, the Indenture Trustee, each
Participating Noteholder, each holder of UPC Polska Notes, Belmarken Notes,
Affiliate Indebtedness, UPC Polska Equity, UPC Telecom Notes, or any of the
foregoings respective officers, directors, Subsidiaries, Affiliates, members,
managers, stockholders, partners, representatives, employees,  36 
   attorneys,
financial advisors, accountants 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
Chapter 11 Case, the solicitation of acceptances of the Plan, the pursuit of
confirmation of the Plan, the consummation of the Plan or the administration of
the Plan, or the property to be distributed under the Plan, 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 New
York Code of Professional Conduct and (iii) solely in the case of the UPC
Entities, UPC Polska, Polska Finance or any Participating Noteholder, for
failure to comply with, or breach of such Persons obligations under, this Plan
or the Restructuring Agreement, provided, however, that no Participating
Noteholder shall be liable to any person other than the UPC Entities, UPC
Polska, and/or Polska Finance for any such failure or breach, and in all
respects UPC Polska, the UPC Entities and the Participating Noteholders shall
be entitled to reasonably rely upon the advice of counsel with respect to their
duties and responsibilities under this Plan and the Restructuring Agreement.  D.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 under the Plan.  E.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, 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.  F.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.  37 
   G.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.  VII.ACCEPTANCE OR REJECTION OF THE PLAN  A.Impaired Classes to Vote.  Each holder of a Claim or Equity Interest in an impaired Class shall be
entitled to vote separately to accept or reject this Plan unless such holder is
deemed to accept or reject this Plan.  B.Acceptance by Class of Creditors.  Any impaired Class of holders of Claims shall have accepted this Plan
if this Plan is accepted by at least two-thirds in dollar amount and more than
one-half in number of the Allowed Claims of such Class that have voted to
accept or reject this Plan.  C.Cramdown.  If any impaired Class of Claims entitled to vote shall not accept this
Plan by the requisite statutory majorities provided in Section 1126(c) of the
Bankruptcy Code, the Debtor reserves the right to request that the Bankruptcy
Court confirm this Plan under Section 1129(b) of the Bankruptcy Code.  With respect to impaired Classes of Claims
or Equity Interests that are deemed to reject this Plan, the Debtor shall
request the Bankruptcy Court to confirm this Plan under Section 1129(b) of the
Bankruptcy Code.  VIII.MISCELLANEOUS A.Modification of this Plan.  Subject to the terms of
section 3.2, 3.3 and 4.2(b) of the Restructuring Agreement, the Debtor, may
with the written consent of the UPC Entities and, to the extent required by the
Restructuring Agreement, the written consent of the Majority-in-Interest of the
Holders, make such changes and modifications to this Plan as UPC Polska, in its
reasonable discretion deems necessary and appropriate, and to the extent
permissible under the U.S. Bankruptcy Code, in order to have this Plan
confirmed by the U.S. Bankruptcy Court.  38 
   B.Payment of Advisors.  The Debtor shall pay the reasonable fees and expenses for legal
services of Cahill Gordon & Reindel LLP, counsel to the Participating
Noteholders in connection with the preparation, negotiation and execution of
the Restructuring and any of the transactions contemplated by the Restructuring
Agreement or the Plan, through consummation of the Restructuring, subject to
any rules and restrictions contained in the US Bankruptcy Code, US Bankruptcy
Rules and any applicable local rules of the bankruptcy court.  The Debtor shall pay the reasonable fees and
expenses for services of financial advisors and legal services of attorneys for
the UPC Entities in connection with the preparation, negotiation, execution and
performance of the Restructuring and any of the transactions contemplated by
the Restructuring Agreement or the Plan. 
All such fees that arise after the Effective Date shall be paid by the
Reorganized Debtor.  C.Applications for Professional Fee
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 U.S. Bankruptcy Code, shall be filed no later than sixty (60)
days after the Effective Date or such later date as the U.S. Bankruptcy Court
approves, and shall be served on (i) counsel to the Debtor at the address set
forth in Section VIII.E of the Plan, (ii) counsel to the Participating
Noteholders at the address set forth in Section VIII.E of the Plan, (iii)
counsel to the UPC Entities, at the address set forth in Section VIII.E of the
Plan, (iv) counsel to Polska Finance at the address set forth in Section VIII.E
of the Plan, and (v) the Office of the United States Trustee at the address set
forth in Section VIII.E 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 U.S. 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.  D.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.  E.Notices.  All notices, requests,
claims and demands and other communications hereunder shall be in writing and
shall be deemed duly delivered (i) four (4) Business Days after being sent by
registered or certified mail, return receipt requested, postage prepaid, or
(ii) one (1) Business Day after being sent for next business day delivery, fees
prepaid, via a reputable internationally recognized overnight courier service,
in each case to the intended recipient as set forth below:  39 
   (a)
  if to UPC Polska to:4643 South Ulster Street13th FloorDenver, Colorado  80237Attention:    General
  Counselwith a copy (which shall not constitute
  notice) to:UPC Telecom B.V.c/o United Pan-Europe Communications N.V.Boeing Avenue 531119 PE Schipol RijkThe NetherlandsAttention:    General CounselBaker & McKenzie815 Connecticut Avenue, N.W.Washington, D.C.  20006Attention:  Marc R. Paul, Esq.Telephone:  1-202-452-7034Facsimile:  1-202-452-7074;(b)
  if to Polska Finance to:4643 South Ulster Street13th FloorDenver, Colorado  80237Attention:    General
  Counselwith a copy (which shall not constitute
  notice) to:UPC Telecom B.V.c/o United Pan-Europe Communications N.V.Boeing Avenue 531119 PE Schipol RijkThe NetherlandsAttention:    General CounselWhite & Case LLP1155 Avenue of the AmericasNew York, New York  10036Attention: 
  William F. Wynne, Jr., Esq.Telephone: 
  +1-212-819-8200  40 
   Facsimile: 
  +1-212-354-8113;(c)
  if to the UPC Entities to:c/o United Pan-Europe Communications N.V.Boeing Avenue 531119 PE Schiphol RijkThe NetherlandsTelephone:  +31-20-778-9872Facsimile:  +31-20-778-9841Attention:    General Counselwith a copy (which shall not constitute
  notice) to:White & Case LLP1155 Avenue of the AmericasNew York, New York  10036Attention: 
  William F. Wynne, Jr., Esq.Telephone: 
  +1-212-819-8200Facsimile:    +1-212-354-8113;(d)
  if to theParticipating Noteholders, tothe
  address and attention ofsuch parties set
  forth on Exhibit [F],  41 
   with a copy (which shall not constitute
  notice) to:Cahill Gordon & Reindel LLP80 Pine StreetNew York, New York 10005Attention:  Roger Meltzer,
  Esq.Telephone:  1-212-701-3000Facsimile:  1-212-269-5420(e)
  if to the Indenture Trustee, to:Deutsche Bank Trust Company Americas280 Park Avenue9th FloorNew York, New York 10017Attn.:    Ted Banicawith a copy (which shall not constitute
  notice) to:Moses & Singer LLP1301 Avenue of the AmericasNew York, New York  10019Attention:    Alan Kolod, Esq.Telephone: 
  +1-212-554-7800Facsimile:     +1-212-554-7700;(f)
  if to the United States Trustee, to:Office of the United States Trustee:33 Whitehall Street, Suite 2100New York, New York  10004Attn.:  F.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.  G.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 and the Confirmation Order, 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 thereafter be bound by any terms,
conditions, definitions, warranties, understandings, or representations with
respect to the subject matter of  42 
   the Restructuring Agreement, other than as expressly
provided for therein or as may hereafter be agreed to by the parties to the
Restructuring Agreement in writing.  H.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.  43 
   IX.CONFIRMATION REQUEST  UPC Polska requests
confirmation of this Plan.  Dated as of July 8, 2003
  
  UPC POLSKA, INC./s/   Simon BoydBy:
  Simon BoydTitle:
  President and Chief Executive OfficerUPC POLSKA FINANCE, INC./s/   Jeremy EvansBy:
  Jeremy EvansTitle:
  Vice President and SecretarySUBMITTED BY:BAKER & McKENZIEReorganization Counsel for UPC Polska, Inc.  44