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                                                                    EXHIBIT 10.2


                              AMENDED AND RESTATED
                 UNITED/NEW UNITED AGREEMENT AND PLAN OF MERGER

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this "Agreement") is
entered into as of the 31st day of December, 2001, by and among New
UnitedGlobalCom, Inc., a Delaware corporation ("New United"), UnitedGlobalCom,
Inc., a Delaware corporation ("United"), and United/New United Merger Sub, Inc.,
a Delaware corporation ("Merger Sub"), pursuant to Section 251 of the General
Corporation Law of the State of Delaware (the "DGCL").

WITNESSETH that:

WHEREAS, on December 3, 2001, the parties hereto entered into a United/New
United Agreement and Plan of Merger (the "Original Agreement"), and

WHEREAS, the parties hereto desire to amend and restate the Original Agreement
in its entirety, and

WHEREAS, each of the parties to this Agreement intends for Merger Sub to merge
with and into United, with United as the surviving entity in such merger,

NOW, THEREFORE, the parties to this Agreement, in consideration of the mutual
covenants, agreements and provisions hereinafter contained, do hereby prescribe
the terms and conditions of said merger and the mode of carrying the same into
effect as follows:

FIRST:  At the Effective Time, as hereinafter defined, Merger Sub shall be
merged with and into United (the "Merger"), with United being the surviving
entity in the Merger (the "Surviving Entity") and changing its name to "UGC
Holdings, Inc."

SECOND:  At the Effective Time, the manner of converting the outstanding shares
of the capital stock of United and Merger Sub shall be as follows:

     (a) All of the shares of United's Series E Convertible Preferred Stock, par
     value $0.01 per share, that are issued and outstanding immediately prior to
     the Effective Time shall be automatically converted into an aggregate of
     1,500 shares of Class A Common Stock, par value $0.01 per share, of the
     Surviving Entity.

     (b) Each share of United's Class A Common Stock, par value $0.01 per share
     ("United Class A Stock"), that is issued and outstanding immediately prior
     to the Effective Time (except as provided in paragraph (g) below) shall be
     automatically converted into and represent the right to receive, and shall
     be exchangeable for one share of Class A Common Stock, par value $0.01 per
     share, of New United ("New United Class A Stock").

     (c) Each share of United's Class B Common Stock, par value $0.01 per share
     ("United Class B Stock"), that is issued and outstanding immediately prior
     to the Effective Time (except as provided in paragraph (g) below and
     excluding Dissenting Shares) shall be automatically converted into and
     represent the right to receive, and shall be exchangeable for one share of
     New United Class A Stock.

     (d) Each share of United's Convertible Preferred Stock, Series B, par value
     $0.01 per share ("United Series B Preferred Stock"), outstanding
     immediately prior to the Effective Time (except as provided in paragraph
     (g) below and excluding Dissenting Shares) shall be automatically converted
     into and represent the right to receive, and shall be exchangeable for, a
     number of shares of New United Class A Stock equal to the number of shares
     of United Class A Stock that the holder of such share of United Series B
     Preferred Stock would have received in respect of such share if such holder
     had converted such share into shares of United Class A Stock immediately
     prior to the Merger;

     (e) Each share of United's 7% Series C Senior Cumulative Convertible
     Preferred Stock, par value $0.01 per share ("United Series C Preferred
     Stock"), outstanding immediately prior to the Effective Time (except as
     provided in paragraph (g) below and excluding Dissenting Shares) shall be
     automatically converted into and represent the right to receive, and shall
     be exchangeable for, a number of shares of New United Class A Stock equal
     to the number of shares of United Class A

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     Stock that the holder of such share of United Series C Preferred Stock
     would have received in respect of such share if such holder had converted
     such share into shares of United Class A Stock immediately prior to the
     Merger and assuming for such purpose that United had elected to pay any
     accumulated and unpaid dividends thereon by the issuance of shares of
     United Class A Stock as contemplated by the Certificate of Designation for
     the United Series C Preferred Stock;

     (f) Each share of United's 7% Series D Senior Cumulative Convertible
     Preferred Stock, par value $0.01 per share ("United Series D Preferred
     Stock" and, together with the United Series B Preferred Stock and the
     United Series C Preferred Stock, the "United Preferred Stock"), outstanding
     immediately prior to the Effective Time (except as provided in paragraph
     (g) below and excluding Dissenting Shares) shall be automatically converted
     into and represent the right to receive, and shall be exchangeable for, a
     number of shares of New United Class A Stock equal to the number of shares
     of United Class A Stock that the holder of such share of United Series D
     Preferred Stock would have received in respect of such share if such holder
     had converted such share into shares of United Class A Stock immediately
     prior to the Merger and assuming for such purpose that United had elected
     to pay any accumulated and unpaid dividends thereon by the issuance of
     shares of United Class A Stock as contemplated by the Certificate of
     Designation for the United Series D Preferred Stock;

     (g) Each share of United Class A Stock, United Class B Stock, United Series
     B Preferred Stock, United Series C Preferred Stock or United Series D
     Preferred Stock that immediately prior to the Effective Time is held by New
     United or that is held by United in treasury shall be cancelled and retired
     without payment of any consideration therefor and without any conversion
     thereof into any other securities or the right to receive any other
     securities.

     (h) No fractional shares of New United Class A Stock shall be issued in the
     Merger. All such fractional shares of New United Class A Stock that a
     holder of United Preferred Stock would otherwise be entitled to receive as
     a result of the Merger shall be aggregated in the manner described in
     paragraph (c) of Article Sixth and if a fractional share results from such
     aggregation, such holder shall be entitled to receive, in lieu thereof, an
     amount in cash without interest determined by multiplying the closing sale
     price of a share of United Class A Stock on the Nasdaq Stock Market on the
     last full trading day immediately preceding the Effective Time by a
     fraction of a share of New United Class A Stock to which such holder would
     otherwise have been entitled.

     (i) All outstanding options to purchase shares of United Class A Stock
     granted under plans listed in Section 2.5(c) of the United Disclosure
     Schedule ("United Stock Options") to that certain Amended and Restated
     Agreement and Plan of Restructuring and Merger, dated as of December 31,
     2001, by and among United, New United, Merger Sub, Liberty Media
     Corporation, Liberty Media International, Inc., Liberty Global, Inc. and
     each Founder (as therein defined) (the "Restructuring Agreement"), shall
     remain outstanding, be assumed by New United and thereafter be exercisable,
     at the same per share exercise price and pursuant to the same terms and
     conditions, including vesting conditions, for a number of shares of New
     United Class A Stock equal to the number of shares of United Class A Stock
     for which such stock option was exercisable immediately prior to the
     Effective Time.

     (j) All of the shares of Merger Sub's Class B Common Stock, par value $0.01
     per share, and Class C Common Stock, par value $0.01 per share, outstanding
     immediately prior to the Effective Time and held by New United shall be
     converted into and represent the right to receive, and shall be
     exchangeable for, respectively, an aggregate of 1,500 shares of Class B
     Common Stock, par value $0.01 per share, of the Surviving Entity, and an
     aggregate of 300,000 shares of Class C Common Stock, par value $0.01 per
     share, of the Surviving Entity.

     (k) If, after the date of this Agreement but prior to the Effective Time,
     either of United or New United effects any stock dividend, stock split,
     reverse stock split, recapitalization or reclassification affecting the
     shares of its common stock or preferred stock of any class or series, or
     otherwise effects any transaction that changes such shares into any other
     securities (including securities of another

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     entity) or effects any other dividend or distribution (other than a normal
     cash dividend payable out of current or retained earnings) on such shares,
     then the terms of the foregoing exchanges (including the exchange rates and
     the terms of the conversion of the United Stock Options) shall, as
     appropriate, be adjusted to reflect such event.

     (l) As of and following the Effective Time, (x) the Certificate of
     Incorporation and Bylaws of the Surviving Entity shall be as set forth on
     Exhibit A and Exhibit B hereto, respectively, and (y) until their
     successors are duly elected or appointed in accordance with the Certificate
     of Incorporation and the Bylaws of the Surviving Entity and the terms of
     the United/Liberty Agreement (as defined in the Restructuring Agreement),
     the directors of Merger Sub immediately prior to the Effective Time shall
     be the directors of the Surviving Entity.

     (m) Notwithstanding any other provisions in this Agreement to the contrary,
     shares of United Class B Stock, United Series B Preferred Stock, United
     Series C Preferred Stock and United Series D Preferred Stock that are
     outstanding immediately prior to the Effective Time and that are held by
     stockholders who have not voted in favor of the Merger or consented thereto
     in writing and who have properly demanded appraisal for such shares in
     accordance with Section 262 of the DGCL (collectively, the "Dissenting
     Shares"), shall not be converted into or represent the right to receive, or
     be exchangeable for, any securities of New United as provided herein. Such
     stockholders instead shall be entitled to receive payment of the appraisal
     value of such shares held by them in accordance with Section 262 of the
     DGCL, except that all Dissenting Shares of stockholders who have failed to
     perfect or who have effectively withdrawn or otherwise lost their rights to
     appraisal under Section 262 of the DGCL, shall thereupon be deemed to have
     been converted into and become, as of the Effective Time, securities of New
     United as provided herein.

     (n) At the Effective Time, New United shall execute and file with the
     Secretary of State of the State of Delaware a Certificate of Amendment, in
     the form attached hereto as Exhibit C, changing the name of New United to
     "UnitedGlobalCom, Inc."

THIRD: In connection with the Merger, the following will occur:

     (a) The Merger shall become effective at the time set forth in a
     Certificate of Merger, in the form attached hereto as Exhibit D (the
     "Certificate of Merger"), duly executed and filed with the Secretary of
     State of the State of Delaware (the "Effective Time").

     (b) At the Effective Time, all the property, rights, privileges,
     franchises, patents, trademarks, licenses, registrations and other assets
     of every kind and description of Merger Sub shall be transferred to, vested
     in and devolve upon the Surviving Entity without further act or deed and
     all property, rights, and every other interest of the Surviving Entity and
     Merger Sub shall be as effectively the property of the Surviving Entity as
     they were of the Surviving Entity and Merger Sub respectively.

FOURTH: Prior to the filing of the Certificate of Merger, this Agreement shall
have been approved and adopted by the sole stockholder of Merger Sub, the sole
stockholder of New United, and the stockholders of United as provided in the
Restructuring Agreement.

FIFTH: Anything herein or elsewhere to the contrary notwithstanding, but subject
to the terms of the Restructuring Agreement, this Agreement may be terminated
and abandoned by the Board of Directors of any constituent entity at any time
prior to the Effective Time. This Agreement may be amended by the Board of
Directors of the constituent entities at any time prior to the Effective Time,
subject to the terms of the Restructuring Agreement, provided that an amendment
made subsequent to the approval and adoption of this Agreement by the
stockholders of any constituent entity shall not (1) alter or change the amount
or kind of shares, securities, cash, property and/or rights to be received in
exchange for, or on conversion of, all or any of the shares of any class or
series or any such constituent entity, (2) alter or change any term of the
Certificate of Incorporation of the Surviving Entity of the Merger, or (3) alter
or change any of the terms and conditions of this Agreement if such alteration
or change would adversely affect the holders of any of the shares of any class
or series of such constituent entity.

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SIXTH: Surrender and payment for securities of United shall occur as follows:

     (a) At and after the Effective Time, certificates representing shares of
     United Class A Stock shall represent an equal number of shares of New
     United Class A Stock.

     (b) Prior to the Effective Time, United shall appoint an agent, which may
     be an affiliate of United or New United (the "Exchange Agent") for the
     purpose of exchanging (i) certificates representing shares of United Class
     B Stock for certificates representing an equal number of shares of New
     United Class A Stock (the "Class B Consideration"), (ii) certificates
     representing shares of United Series B Preferred Stock for the merger
     consideration determined by reference to paragraphs (d) and (h) of Article
     Second (the "Series B Consideration"), (iii) certificates representing
     shares of United Series C Preferred Stock for the merger consideration
     determined by reference to paragraphs (e) and (h) of Article Second (the
     "Series C Consideration"), and (iv) certificates representing shares of
     United Series D Preferred Stock for the merger consideration determined by
     reference to paragraphs (f) and (h) of Article Second (the "Series D
     Consideration"). At the Effective Time, New United shall deposit with the
     Exchange Agent (i) the Class B Consideration to be paid in respect of
     shares of United Class B Stock, (ii) the Series B Consideration to be paid
     in respect of shares of United Series B Preferred Stock, (iii) the Series C
     Consideration to be paid in respect of shares of United Series C Preferred
     Stock, and (iv) the Series D Consideration to be paid in respect of shares
     of United Series D Preferred Stock. The certificates representing the
     United Class B Stock, the United Series B Preferred Stock, the United
     Series C Preferred Stock and the United Series D Preferred Stock are
     referred to herein as the "Certificates," and the Class B Consideration,
     the Series B Consideration, the Series C Consideration and the Series D
     Consideration are referred to herein as the "Merger Consideration."
     Promptly after the Effective Time, United will send, or will cause the
     Exchange Agent to send, to each holder of United Class B Stock, United
     Series B Preferred Stock, United Series C Preferred Stock and United Series
     D Preferred Stock at the Effective Time, a letter of transmittal and
     instructions (which shall specify that the delivery shall be effected, and
     risk of loss and title shall pass, only upon proper delivery of the
     Certificates to the Exchange Agent) for use in such exchange.

     (c) Upon surrender to the Exchange Agent of its Certificate, as applicable,
     together with a properly completed letter of transmittal, and receipt by
     the Exchange Agent thereof, (i) each holder of shares of United Class B
     Stock will be entitled to receive promptly the Class B Consideration in
     respect of the shares of United Class B Stock represented by its
     Certificate, (ii) each holder of United Series B Preferred Stock will be
     entitled to receive promptly the Series B Consideration in respect of the
     shares of United Series B Preferred Stock represented by its Certificate,
     (iii) each record holder of United Series C Preferred Stock will be
     entitled to receive promptly the Series C Consideration in respect of the
     shares of United Series C Preferred Stock represented by its Certificate,
     and (iv) each record holder of United Series D Preferred Stock will be
     entitled to receive promptly the Series D Consideration in respect of the
     shares of United Series D Preferred Stock represented by its Certificate.
     For purposes of the foregoing, any fractional shares of New United Class A
     Stock that would be issuable to any holder pursuant to Article Second
     (prior to the application of paragraph (h) thereof) in respect of shares of
     United Class B Stock, United Series B Preferred Stock, United Series C
     Preferred Stock and United Series D Preferred Stock held by such holder
     shall be aggregated, and such holder shall be issued the resulting whole
     number of shares of New United Class A Stock, prior to the application of
     paragraph (h) of Article Second with respect to any fractional share of New
     United Class A Stock remaining following such aggregation. Until so
     surrendered and received by the Exchange Agent, each such Certificate shall
     represent after the Effective Time, for all purposes, only the right to
     receive the Class B Consideration, the Series B Consideration, the Series C
     Consideration and the Series D Consideration, as the case may be.

     (d) If any portion of the Merger Consideration is to be paid to an entity
     other than the entity in whose name the Certificate so surrendered is
     registered, it shall be a condition to such payment that such Certificate
     shall be properly endorsed or otherwise be in proper form for transfer and
     that the entity requesting such payment shall pay to the Exchange Agent any
     transfer or other taxes required

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     as a result of such payment to an entity other than the registered holder
     of such Certificate, or establish to the satisfaction of the Exchange Agent
     that such tax has been paid or is not payable.

     (e) After the Effective Time, there shall be no further registration of
     transfers of shares of United Class A Stock, United Class B Stock, United
     Series B Preferred Stock, United Series C Preferred Stock or United Series
     D Preferred Stock. If, after the Effective Time, Certificates are presented
     to the Surviving Entity, they shall be canceled and exchanged for the Class
     B Consideration, the Series B Consideration, the Series C Consideration or
     the Series D Consideration provided for, and in accordance with the
     procedures set forth, in this Article Sixth.

     (f) Any portion of the Merger Consideration that remains unclaimed by the
     holders of United Class B Stock, United Series B Preferred Stock, United
     Series C Preferred Stock and United Series D Preferred Stock one year after
     the Effective Time shall be returned to United, upon demand, and any such
     holder who has not exchanged its shares for the applicable Merger
     Consideration in accordance with this Article Sixth prior to that time
     shall thereafter look only to United for payment of such consideration and
     any dividends and distributions in respect of such shares, in each case
     without any interest thereon. Notwithstanding the foregoing, neither
     United, New United nor any affiliate thereof will be liable to any such
     holder for any amounts paid to a public official pursuant to applicable
     abandoned property, escheat or similar laws.

     (g) No dividends or other distributions with respect to the Merger
     Consideration shall be paid to the holder of any Certificates until such
     Certificates are surrendered and received by the Exchange Agent as provided
     in this Article Sixth. Following such surrender and receipt by the Exchange
     Agent, there shall be paid, without interest, to the entity in whose name
     such Merger Consideration has been registered, (i) the amount of dividends
     or other distributions with a record date after the Effective Time
     previously paid or payable with respect to such Merger Consideration as of
     the date of such surrender, and (ii) at the appropriate payment date, the
     amount of dividends or other distributions with a record date after the
     Effective Time but prior to surrender and a payment date subsequent to
     surrender, payable with respect to such Merger Consideration.

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IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement
as of the day and year first written above.

                                          NEW UNITEDGLOBALCOM, INC.,
                                          a Delaware corporation

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

                                          UNITEDGLOBALCOM, INC.,
                                          a Delaware corporation

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

                                          UNITED/NEW UNITED MERGER SUB, INC.,
                                          a Delaware corporation

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

Exhibit A -- See Exhibit 2.5(e)-1 to the New United Merger Agreement

Exhibit B -- See Exhibit 2.5(e)-2 to the New United Merger Agreement

Other Exhibits omitted

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