<PAGE>
                                                                   EXHIBIT 10.1

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                              AMENDED and RESTATED


                 AGREEMENT AND PLAN OF RESTRUCTURING AND MERGER


                                     among

                             UNITEDGLOBALCOM, INC.,


                           NEW UNITEDGLOBALCOM, INC.,


                      UNITED/NEW UNITED MERGER SUB, INC.,


                           LIBERTY MEDIA CORPORATION,


                       LIBERTY MEDIA INTERNATIONAL, INC.,


                              LIBERTY GLOBAL, INC.


                                      and


                      EACH PERSON INDICATED AS A "FOUNDER"


                         ON THE SIGNATURE PAGES HERETO



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

                         DATED AS OF DECEMBER 31, 2001

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
















================================================================================
<PAGE>


                                TABLE OF CONTENTS

<Table>
<S>                                                                                                             <C>
ARTICLE I DEFINITIONS.............................................................................................2

      1.1   Definitions...........................................................................................2
      1.2   Additional Terms.....................................................................................10

ARTICLE II CONTRIBUTIONS, REORGANIZATION AND RELATED TRANSACTIONS................................................13

      2.1   Pre-Closing Restructuring Transactions...............................................................13
      2.2   Contributions and Restructuring......................................................................14
      2.3   Repayment of Indebtedness............................................................................17
      2.4   Certain Adjustments..................................................................................19
      2.5   United/New United Merger.............................................................................19

ARTICLE III [RESERVED]...........................................................................................22


ARTICLE IV REPRESENTATIONS AND WARRANTIES OF LIBERTY MEDIA, LIBERTY GLOBAL AND LMI...............................22

      4.1   Organization, Good Standing and Authority............................................................22
      4.2   Power; Authorization and Validity; Consents; No Conflicts............................................22
      4.3   Brokers' and Finders' Fees...........................................................................23
      4.4   Legal Proceedings....................................................................................23
      4.5   Ownership of United Class B Stock....................................................................23
      4.6   [Reserved.]..........................................................................................24
      4.7   Belmarken Notes......................................................................................24
      4.8   [Reserved.]..........................................................................................24
      4.9   Investment Intent....................................................................................24
      4.10  Registration Statement; Proxy Statement..............................................................24
      4.11  Liberty UPC Bonds....................................................................................24

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE FOUNDERS.........................................................24

      5.1   Organization, Good Standing and Authority............................................................25
      5.2   Power; Authorization and Validity; Consents; No Conflicts............................................25
      5.3   Founder Newcos.......................................................................................26
      5.4   Brokers' and Finders' Fees...........................................................................27
      5.5   Information..........................................................................................27
      5.6   Legal Proceedings....................................................................................27
      5.7   Ownership of United Class B Stock and New United Class B Stock.......................................27
      5.8   Investment Intent....................................................................................27
      5.9   Registration Statement; Proxy Statement..............................................................27

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF UNITED AND NEW UNITED...............................................28

      6.1   Representations and Warranties of United.............................................................28
</Table>




<PAGE>

<Table>
<S>                                                                                                             <C>
      6.2   Representations and Warranties of New United.........................................................43

ARTICLE VII CERTAIN COVENANTS OF THE PARTIES.....................................................................50

      7.1   Conduct of Business in Ordinary Course Pending Closing...............................................50
      7.2   Stockholders Meeting.................................................................................55
      7.3   Proxy Statement; Registration Statement; Other Commission Filings....................................55
      7.4   No Solicitation; Acquisition Proposals...............................................................56
      7.5   Consents and Approvals...............................................................................57
      7.6   Tax-Free Exchange....................................................................................58
      7.7   Stockholders Agreement...............................................................................59
      7.8   Voting Agreement.....................................................................................59
      7.9   United/Liberty Agreement.............................................................................59
      7.9A  New United Covenant Agreement........................................................................59
      7.9B  No Waiver Agreement..................................................................................59
      7.10  Standstill Agreement.................................................................................59
      7.11  Registration Rights Agreement........................................................................59
      7.12  Exchange Agreement...................................................................................59
      7.13  Listing Application..................................................................................60
      7.14  Investigation; Confidentiality.......................................................................60
      7.15  [Reserved.]..........................................................................................61
      7.16  [Reserved.]..........................................................................................61
      7.17  [Reserved.]..........................................................................................61
      7.18  [Reserved.]..........................................................................................61
      7.19  [Reserved.]..........................................................................................61
      7.20  UPC Bonds............................................................................................61
      7.21  Senior Secured Notes.................................................................................61
      7.22  Fairness Opinions....................................................................................62
      7.23  Interim Stockholder Arrangements.....................................................................62

ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF EACH PARTY TO CLOSE......................................63

      8.1   United Stockholder Approval..........................................................................63
      8.2   HSR Act..............................................................................................63
      8.3   Consents and Approvals...............................................................................63
      8.4   Absence of Injunctions...............................................................................63
      8.5   Fairness Opinions....................................................................................64
      8.6   Transaction Documents................................................................................64

ARTICLE IX CONDITIONS PRECEDENT TO THE OBLIGATIONS OF NEW UNITED TO CLOSE........................................64

      9.1   Representations and Warranties True as of the Closing Date...........................................64
      9.2   Compliance with this Agreement.......................................................................64
      9.3   Certificates.........................................................................................64
      9.4   Opinion of Counsel to the Liberty Parties............................................................65
</Table>



<PAGE>


<Table>
<S>                                                                                                             <C>
ARTICLE X CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES TO THE UNITED/NEW UNITED MERGER.................65

      10.1  United's Obligation..................................................................................65
      10.2  New United's Obligation..............................................................................65

ARTICLE XI CONDITIONS PRECEDENT TO THE OBLIGATION OF THE LIBERTY PARTIES TO CLOSE................................66

      11.1  Representations and Warranties True as of the Closing Date...........................................66
      11.2  Compliance with this Agreement.......................................................................66
      11.3  Certificates.........................................................................................66
      11.4  Opinion of Counsel to United.........................................................................67
      11.5  [Reserved.]..........................................................................................67
      11.6  Tax Opinion..........................................................................................67
      11.7  [Reserved.]..........................................................................................67
      11.8  [Reserved.]..........................................................................................67
      11.9  Indenture............................................................................................67
      11.10 Fee Letter...........................................................................................67
      11.11 [Reserved.]..........................................................................................67
      11.12 [Reserved.]..........................................................................................67
      11.13 [Reserved.]..........................................................................................68

ARTICLE XII CONDITIONS PRECEDENT TO THE OBLIGATION OF THE FOUNDERS TO CLOSE......................................68

      12.1  Representations and Warranties True as of the Closing Date...........................................68
      12.2  Compliance with this Agreement.......................................................................68
      12.3  Certificates.........................................................................................68
      12.4  [Reserved.]..........................................................................................68
      12.5  Tax Opinion..........................................................................................69

ARTICLE XIII TAX MATTERS.........................................................................................69

      13.1  [Reserved.]..........................................................................................69
      13.2  [Reserved.]..........................................................................................69
      13.3  [Reserved.]..........................................................................................69
      13.4  Transfer Taxes.......................................................................................69
      13.5  [Reserved.]..........................................................................................69
      13.6  [Reserved.]..........................................................................................69
      13.7  [Reserved.]..........................................................................................69
      13.8  [Reserved.]..........................................................................................69
      13.9  Restructuring Transaction Indemnity..................................................................69
      13.10 Treatment of Indemnity Payments......................................................................70
      13.11 Survival.............................................................................................70

ARTICLE XIV CLOSING; CLOSING DATE................................................................................70

      14.1  Closing..............................................................................................70
      14.2  Closing Deliveries...................................................................................70
</Table>



<PAGE>


<Table>
<S>                                                                                                             <C>
ARTICLE XV SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION................................74

      15.1  Survival of Representations, Warranties and Covenants................................................74
      15.2  Indemnification by Liberty Party.....................................................................74
      15.3  Indemnification by Founders..........................................................................75
      15.4  Indemnification by New United and United.............................................................75
      15.5  Defense of Action....................................................................................76
      15.6  Limitations on Indemnification for Breach of Representations and Warranties..........................77
      15.7  Insurance Proceeds...................................................................................78
      15.8  Exclusive Monetary Remedy; No Consequential Damages..................................................78

ARTICLE XVI TERMINATION OF AGREEMENT.............................................................................78

      16.1  Termination..........................................................................................78
      16.2  Limitation of Liabilities in the Event of Termination................................................79
      16.3  Stockholder Arrangements.............................................................................79

ARTICLE XVII MISCELLANEOUS.......................................................................................80

      17.1  Expenses.............................................................................................80
      17.2  Entire Agreement; Release............................................................................80
      17.3  Governing Law; Waiver of Jury Trial, Etc.............................................................81
      17.4  Headings.............................................................................................81
      17.5  Notices..............................................................................................81
      17.6  Separability.........................................................................................83
      17.7  Amendment; Waiver....................................................................................83
      17.8  Publicity............................................................................................83
      17.9  Assignment and Binding Effect........................................................................83
      17.10 No Benefit to Others.................................................................................83
      17.11 Counterparts.........................................................................................83
      17.12 Interpretation.......................................................................................83
      17.13 Rules of Construction................................................................................84
</Table>






<PAGE>


                              AMENDED AND RESTATED

                 AGREEMENT AND PLAN OF RESTRUCTURING AND MERGER

                  This AMENDED AND RESTATED AGREEMENT AND PLAN OF RESTRUCTURING
AND MERGER (this "Agreement") is entered into as of December 31, 2001 (the
"Amendment Date") among UnitedGlobalCom, Inc., a Delaware corporation
("United"), New UnitedGlobalCom, Inc., a Delaware corporation ("New United"),
United/New United Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of New United ("United/New United Merger Sub"), Liberty Media
Corporation, a Delaware corporation ("Liberty Media"), Liberty Media
International, Inc., a Delaware corporation ("LMI"), Liberty Global, Inc., a
Delaware corporation ("Liberty Global") and each Person indicated as a "Founder"
on the signature pages hereto (each such Person, a "Founder"). Capitalized terms
used and not otherwise defined in this Agreement have the respective meanings
ascribed thereto in Section 1.1.

                                   WITNESSETH:

                  WHEREAS, United, Liberty Media and LMI have entered into an
Agreement and Plan of Restructuring and Merger, dated as of December 3, 2001
(the "Original Agreement"), setting forth the terms and conditions upon which,
among other things, the following transactions will occur as part of the same
plan of restructuring: (a) Liberty Media will contribute or cause to be
contributed to New United all of the shares of Class B Common Stock, par value
US $0.01 per share, of United ("United Class B Stock") owned by Liberty Media
and its wholly owned Subsidiaries and some of the shares of Class A Common
Stock, par value US $0.01 per share, of United ("United Class A Stock and,
together with the United Class B Stock, "United Common Stock") owned by Liberty
Media and its wholly owned Subsidiaries in exchange for an equal number of
shares of Class C Common Stock, par value US $0.01 per share, of New United
("New United Class C Stock"), (b) the Founders will contribute all of the shares
of United Class B Stock owned by them to their respective Founder Newco (as
defined herein) and cause each Founder Newco to merge into New United in
exchange for a number of shares of Class B Common Stock, par value US $0.01 per
share, of New United ("New United Class B Stock") equal to the number of shares
of United's common stock then owned by such Founder Newco, (c) United/New United
Merger Sub will merge with and into United, with United being the surviving
entity in such merger and the outstanding stock of United being converted into
stock of New United or stock of the surviving entity in such merger or
cancelled, as more fully described herein, and (d) Liberty Media will contribute
or cause to be contributed certain assets and liabilities of its subsidiary,
Liberty-Belmarken, Inc., a Delaware corporation ("Liberty Sub"), all of the
Liberty UPC Bonds (as defined herein) and cash to New United in exchange for
shares of New United Class C Stock; and

                  WHEREAS, the parties have decided to amend and restate the
Original Agreement in its entirety in order to (a) provide that the holders of
all of the issued and outstanding shares of United Preferred Stock will receive
merger consideration consisting of shares of New United Class A Stock, (b) amend
the Liberty UPC Bond Cost as of November 30,



<PAGE>

2001 as set forth on Schedule 1.1 attached to this Agreement, and (c) make
certain other amendments to the Agreement, as more fully set forth herein; and

                  WHEREAS, concurrent with the execution and delivery of the
Original Agreement, the Senior Notes Agreements were entered into and, in
accordance therewith, (a) Liberty acquired from United 11,976,048 shares of
United Class A Stock for US $20,000,000 in cash (the "Note Shares") and an
additional 14,970 shares of United Class A Stock for US $25,000 in cash, (b)
United acquired all of the Senior Notes in exchange for US $20,000,000 in cash,
(c) United paid an aggregate of US $241,309,065.79 (the "Make Whole Payment") to
the holders of the Senior Notes (collectively, the "Make Whole Bankers") in
satisfaction in full of its obligations under the Fee Letter, and (d) to
facilitate the foregoing, Liberty and Liberty Argentina, Inc., a Delaware
corporation and a wholly owned Subsidiary of Liberty ("Liberty Argentina"), paid
a total of US $241,309,065.79 to UIPI and United as prepayment in full of the
indebtedness evidenced by the $200,000,000 Note and as a partial prepayment of
the indebtedness evidenced by the $310,000,000 Notes;

                  NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         1.1 Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:

                  "$200,000,000 Note" means the promissory note, dated December
8, 2000, in the principal amount of US $200 million payable by Liberty Media to
United, which promissory note was canceled and returned to Liberty Media upon
the prepayment on the Original Agreement Date of the indebtedness evidenced
thereby.

                  "$310,000,000 Notes" means the promissory note, dated December
27, 2000, in the original principal amount of US $42,405,760 (US $22,411,979.02
of which principal amount, together with all accrued and unpaid interest on the
entire principal amount of such promissory note through December 2, 2001, was
paid by Liberty Argentina on December 3, 2001) payable by Liberty Argentina to
United, which promissory note is now held by UIPI, the promissory note, dated
February 5, 2001, in the principal amount of US $33,827,447 payable by Liberty
Argentina to United, which promissory note is now held by UIPI, and the
promissory note, dated April 30, 2001, in the principal amount of US
$233,766,793 payable by Liberty Argentina to UIPI.

                  "Adjustment" means the deemed increase in a Tax, determined
using the assumptions set forth in the next sentence, resulting from an
adjustment made with respect to any amount reflected or required to be reflected
on any Tax Return relating to such Tax. For purposes of determining such deemed
increase in Tax, the following assumptions will be used: (a) in the case of any
Income Tax, the highest marginal Tax rate or, in the case of any other Tax,



                                       2
<PAGE>

the highest applicable Tax rate, in each case in effect with respect to that Tax
for the Taxable period or any portion of the Taxable period to which the
adjustment relates; and (b) such determination shall be made without regard to
whether any actual increase in such Tax will in fact be realized with respect to
the Tax Return to which such adjustment relates (as a result, for example, of
losses, credits or other offsets against Tax).

                  "Affiliate" of a Person shall mean any Person that directly,
or indirectly through one or more intermediaries, Controls, is Controlled by, or
is under common Control with, the Person in question. Notwithstanding anything
in the foregoing to the contrary, under no circumstances will New United, United
or any of their respective Subsidiaries be considered an Affiliate of Liberty or
LMI.

                  "After-Tax Basis" shall mean an amount that, after subtraction
of the aggregate additional Taxes incurred or to be incurred by the party
receiving the indemnification payment, is equal to the amount of the correlative
Adjustment. For purposes of determining such additional Taxes incurred or to be
incurred, the following assumptions will be used: (a) in the case of any Income
Tax, the highest marginal Tax rate or, in the case of any other Tax, the highest
applicable Tax rate, in each case in effect with respect to that Tax for the
Taxable period or any portion of the Taxable period to which the indemnification
payment relates; and (b) such determination shall be made without regard to
whether any actual additional Taxes will in fact be realized with respect to the
Tax Return to which such payment relates (as a result, for example, of losses,
credits or other offsets against Tax).

                  "August 1999 Agreement" means the letter agreement, dated
August 30, 1999, among UPC, United and Liberty Media, including the exhibits
thereto.

                  "Available New United Commission Filings" means the
Registration Statement.

                  "Average Market Price" means, with respect to any publicly
traded security as of any relevant date of determination, the average of the
Closing Prices per share or other unit of such security for the period of ten
Trading Days ending on and including the third Trading Day prior to such
relevant date of determination.

                  "Belmarken Loan Agreements" means, collectively, the Loan
Agreement, dated as of May 25, 2001, among Belmarken Holding B.V., UPC, UPC
Internet Holding B.V. and Liberty Sub, and all agreements, including pledge and
security agreements, entered into or to be entered into in connection therewith.

                  "Belmarken Notes" means the 6% Guaranteed Discount Notes due
2007 issued pursuant to the Belmarken Loan Agreements.

                  "Business Day" means any day other than Saturday, Sunday and a
day on which banks are required or permitted to close in Denver, Colorado or New
York, New York.

                  "Closing Date" means the date on which the Closing occurs.

                  "Closing Price" of a share or other unit of any security on
any Trading Day is (i) the last reported sale price for a share or other unit of
such security on such Trading Day as



                                       3
<PAGE>

reported on the principal United States or foreign securities exchange on which
such security is listed or admitted for trading or (ii) if such security is not
listed or admitted for trading on any such securities exchange, the last
reported sale price for a share or other unit of such security on such Trading
Day as reported on The Nasdaq Stock Market or (iii) if such security is not
listed or admitted to trading on any United States or foreign securities
exchange or The Nasdaq Stock Market, the average of the highest bid and lowest
asked prices for a share or other unit of such security on such Trading Day in
the over-the-counter market as reported by The National Quotation Bureau
Incorporated, or any similar organization.

                  "Code" means the Internal Revenue Code of 1986.

                  "Commission" means the United States Securities and Exchange
Commission.

                  "Control" shall mean the ability to direct or cause the
direction (whether through the ownership of voting securities, by contract or
otherwise) of the management and policies of a Person or to control (whether
affirmatively or negatively and whether through the ownership of voting
securities, by contract or otherwise) the decision of such Person to engage in
the particular conduct at issue.

                  A "Controlled Affiliate" of a Person means any other Person
that the first Person directly, or indirectly through one or more
intermediaries, Controls.

                  "Controlling Principals" means Founders who are "Principals,"
as that term is defined in the Indenture and who hold a majority of the
aggregate voting power of all shares of United Common Stock and any other
securities issued by United that are entitled to vote generally for the election
of directors held by the Principals.

                  "December 7 Letter Agreement" means the Letter Agreement,
dated as of December 7, 2000, between United and Liberty Media (including the
summary of terms attached thereto).

                  "DOJ" means the United States Department of Justice.

                  "Environmental and Health Laws" means any U.S. federal, state
or local law, statute, rule or regulation or domestic common law relating to the
environment or occupational health and safety, including any statute, regulation
or order pertaining to (i) treatment, storage, disposal, generation and
transportation of pollutants, contaminants, chemicals, industrial, toxic or
hazardous substances, oil or petroleum products or solid or hazardous waste
(collectively, "Hazardous Substances"); (ii) air, water and noise pollution;
(iii) groundwater and surface water contamination; (iv) the release into the
environment of Hazardous Substances, including without limitation emissions,
discharges, injections, spills, escapes or dumping of pollutants, contaminants
or chemicals; (v) the protection of wild life, marine sanctuaries and wetlands,
including without limitation all endangered and threatened species; (vi) storage
tanks, vessels and containers containing Hazardous Substances; (vii) underground
storage tanks, abandoned, disposed or discarded barrels and other closed
receptacles containing Hazardous Substances; (viii) health and safety of
employees; and (ix) manufacture, processing, use, distribution, treatment,
storage, disposal, transportation or handling of Hazardous Substances. As used



                                       4
<PAGE>

herein, the terms "release" and "environment" have the meanings set forth in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

                  "Exchange Act" means the Securities Exchange Act of 1934.

                  "Fee Letter" means the Fee Letter, dated April 29, 1999, among
United, UIH Funding Corp., Salomon Smith Barney, Inc., TD Securities (USA),
Inc., Chase Securities, Inc. and Donaldson, Lufkin & Jenrette Securities
Corporation, as amended on May 13, 1999 and May 23, 2001.

                  "Filing" means any registration, declaration, application or
filing.

                  "Founders Agreements" means each of (a) the Founders Agreement
to be entered into prior to the Closing among certain Founders relating to
United, in the form attached to Section 5.1 of the Founders Disclosure Schedule,
and (b) the Founders Agreement to be entered into prior to the Closing among the
Founders relating to New United, in the form attached to Section 5.1 of the
Founders Disclosure Schedule.

                  "Founders Disclosure Schedule" means the disclosure schedule
delivered with the Original Agreement by the Founders.

                  "FTC" means the United States Federal Trade Commission.

                  "GAAP" means generally accepted U.S. accounting principles as
in effect as of the relevant time.

                  "Governmental Authority" means any U.S. federal, state or
local or any foreign court, governmental department, commission, authority,
board, bureau, agency or other instrumentality.

                  "High Vote Securities" means United Class B Stock, United
Equity Securities that are convertible into or exercisable or exchangeable for
shares of United Class B Stock (contingently or otherwise) or that have a
greater vote per share (on an as-converted basis or otherwise) than the United
Class A Stock (whether generally, in the election of directors or generally
other than in the election of directors), or any Rights to acquire any of the
foregoing.

                  "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, and the rules and regulations promulgated thereunder.
                  "Income Tax" means any federal, state, local or foreign income
tax, including any interest, penalty, or addition thereto.

                  "Indenture" means the Indenture, dated as of February 5, 1998,
between United and Firstar Bank, N.A. (f/k/a Firstar Bank of Minnesota, N.A.).

                  "Intellectual Property" means, collectively, patents,
trademarks, trade names, service marks, copyrights, applications for any of the
foregoing and trade secrets.



                                       5
<PAGE>

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

                  "Law" means any U.S. federal, state or local or any foreign
statute, code, ordinance, decree, rule, regulation or general principle of
common or civil law or equity.

                  "Legal Proceedings" means, collectively, any private or
governmental actions, suits, complaints, arbitrations, legal or administrative
proceedings or investigations.

                  "Letter Agreement" means the Amended and Restated Agreement,
dated as of May 25, 2001, among United, Liberty Media and LMI.

                  "Liberty" means Liberty Media and any successor (by merger,
consolidation, transfer of assets or otherwise) to all, or substantially all, of
Liberty Media's assets.

                  "Liberty 2009 Notes" means the notes of Liberty Media that may
be issued by Liberty Media to UIPI pursuant to Section 2.3.

                  "Liberty Disclosure Schedule" means the disclosure schedule
delivered with the Original Agreement by Liberty Media.

                  "Liberty Parties" means Liberty, LMI and Liberty Global,
individually and collectively.

                  "Liberty UPC Bond Cost" means the sum of the amounts paid by
Liberty and its Affiliates to acquire the Liberty UPC Bonds (including any
amounts paid in connection with the acquisition of the Liberty UPC Bonds,
including dealer-manager fees, depositary fees, information agent fees and other
investment banking fees and expenses related to such acquisition and legal fees
and expenses), plus interest on each such amount from and including the date
such amount was paid by Liberty or the applicable Affiliate of Liberty to and
including the Closing Date at the rate of 8% per annum, compounded quarterly,
less the amount of any interest payments actually received by Liberty and its
Affiliates with respect to any period prior to the Closing with respect to the
Liberty UPC Bonds. Schedule 1.1 sets forth the Liberty UPC Bond Cost as of
November 30, 2001.

                  "Liberty UPC Bonds" means all of the senior notes and senior
discount notes issued by UPC and held by Liberty and its Controlled Affiliates
as of the Original Agreement Date, as set forth on Schedule 1.1.

                  "Licenses" means any licenses, franchises, authorizations,
permits, certificates, variances, exemptions, concessions, consents, leases,
rights of way, easements, instruments, orders and approvals, domestic or
foreign, of any Governmental Authority.

                  "Lien" shall mean any mortgage, pledge, lien, encumbrance,
charge, or security interest, but excluding any of the foregoing created or
imposed by or pursuant to the August 1999 Agreement, this Agreement or the other
Transaction Documents.

                  "NASD" shall mean the National Association of Securities
Dealers, Inc.



                                       6
<PAGE>

                  "Notes Tender Letter Agreement" means the Letter Agreement,
dated December 21, 2001, among United, New United, Liberty and IDT Venture
Capital Corporation, a Delaware corporation.

                  "Original Agreement Date" means December 3, 2001.

                  "Partner's Purchase Right" means any right of first offer,
right of first refusal, right of last refusal, buy-sell, put-call, purchase or
exchange option or similar right in favor of a third party (a) granted under an
agreement that was in effect on June 25, 2000 and that was in effect on the
Original Agreement Date or (b) referred to in this Agreement (including a
Schedule hereto) or a disclosure schedule delivered pursuant to the Original
Agreement.

                  "Permitted Encumbrances", with respect to any Person, means
the following Liens: (i) Liens for Taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter payable without
penalty or being contested in good faith by appropriate proceedings and for
which adequate reserves shall have been set aside on the books of the applicable
Person in accordance with GAAP; (ii) Liens of carriers, warehousemen, mechanics,
materialmen and landlords incurred in the ordinary course of business for sums
not overdue or being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on the
books of the applicable Person; (iii) Liens incurred in the ordinary course of
business in connection with workmen's compensation, unemployment insurance or
other forms of governmental insurance or benefits, or to secure performance of
tenders, statutory obligations, leases and contracts (other than for borrowed
money) entered into in the ordinary course of business or to secure obligations
on surety or appeal bonds; (iv) purchase money security interests or Liens on
property acquired or held by the applicable Person in the ordinary course of
business to secure the purchase price of such property or to secure indebtedness
incurred solely for the purpose of financing the acquisition of such property;
and (v) easements, restrictions and other minor defects of title that are not,
in the aggregate, material or which do not, individually or in the aggregate,
materially and adversely affect the value of the property affected thereby.

                  "Person" means any individual, corporation, limited liability
company, partnership, joint venture, Governmental Authority, business
association or other entity.

                  "Priority Telecom" means Priority Telecom N.V., a private
company incorporated with limited liability under the laws of The Netherlands.

                  "Priority Telecom Shareholders Agreement" means the
Shareholders Agreement executed by UPC and Priority Telecom on August 11, 2000
and by each shareholder of Priority Telecom thereafter as received, as amended
or modified thereafter and any other agreement or arrangement among the
shareholders of Priority Telecom with respect to the subject matter thereof.

                  "Restrictions" means with respect to any capital stock,
partnership interest, membership interest in a limited liability company or
other equity interest or security, any voting or other trust or agreement,
option, warrant, preemptive right, right of first offer, right of first refusal,
escrow arrangement, proxy, buy-sell agreement, power of attorney or other
Contract (but


                                       7
<PAGE>

excluding the August 1999 Agreement, the Belmarken Loan Agreements, this
Agreement and the other Transaction Documents), any Law, License or Judgment
that, conditionally or unconditionally, (a) grants to any Person the right to
purchase or otherwise acquire, or obligates any Person to sell or otherwise
dispose of or issue, or otherwise results or, whether upon the occurrence of any
event or with notice or lapse of time or both or otherwise, may result in any
Person acquiring, (i) any of such capital stock or other equity interest or
security; (ii) any of the proceeds of, or any distributions paid or that are or
may become payable with respect to, any of such capital stock or other equity
interest or security; or (iii) any interest in such capital stock or other
equity interest or security or any such proceeds or distributions; (b) 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 or other equity interest or security or
any such proceeds or distributions; or (c) 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 or other equity interest or security, proceeds or distributions.

                  "Rights" means securities of United (which may include United
Equity Securities) that (contingently or otherwise) are exercisable, convertible
or exchangeable for or into United Equity Securities (with or without
consideration) or that carry any right to subscribe for or acquire United Equity
Securities or securities exercisable, convertible or exchangeable for or into
United Equity Securities.

                  "Securities Act" means the Securities Act of 1933.

                  "Senior Notes" means the debt securities issued pursuant to
the Indenture, dated as of April 29, 1999, between United and Firstar Bank, N.A.

                  "Senior Secured Notes" means the debt securities issued
pursuant to the Indenture.

                  "Subsidiary" means, with respect to any Person (a) 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, (b) a partnership or limited liability company in which such Person
or a Subsidiary of such Person is, at the date of determination, (i) 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 (ii)
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 (c) 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 (i) 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 (ii) in the absence of such a governing body, at least a
majority ownership interest. When used with respect to any Liberty


                                       8
<PAGE>

Party, the term "Subsidiary" shall not in any event include New United or any of
its Subsidiaries. For purposes of this definition, shares of capital stock of
United Austar, Inc. owned by United A/P will not be deemed to be directly or
indirectly owned by United or any of its Subsidiaries if, at the time such
determination is to be made, United A/P is not a Subsidiary of United.

                  "Tax" shall mean any income, corporation, gross receipts,
profits, gains, capital stock, capital duty, franchise, business, license,
payroll, withholding, social security, unemployment, disability, property,
wealth, welfare, stamp, environmental, transfer, excise, occupation, sales, use,
value added, alternative minimum, estimated or other similar tax (including any
fee, assessment or other charge in the nature of any tax) imposed by any
governmental authority (whether national, federal, state, local, municipal,
foreign or otherwise) or political subdivision thereof, and any interest,
penalties, additions to tax or additional amounts in respect of the foregoing.

                  "Tax Returns" shall mean all reports, declarations of
estimated tax, information statements and returns relating to, or required to be
filed in connection with, any Taxes, including information returns or reports
with respect to backup withholding and other payments to third parties.

                  "Trading Day", with respect to any security, means a day on
which the principal United States or foreign securities exchange on which such
security is listed or admitted to trading, or The Nasdaq Stock Market if such
security is not listed or admitted to trading on any such securities exchange,
as applicable, is open for the transaction of business (unless such trading
shall have been suspended for the entire day) or, if the applicable security is
not listed or admitted to trading on any United States or foreign securities
exchange or The Nasdaq Stock Market, any Business Day.

                  "Transaction Documents" means this Agreement, the Stockholders
Agreement, the Standstill Agreement, the Registration Rights Agreement, the
Liberty 2009 Notes Registration Rights Agreement (if such agreement is entered
into as contemplated by Section 2.3), the Founder Newco Merger Agreements, the
United/New United Merger Agreement, the Voting Agreement, the No Waiver
Agreement, the New United Covenant Agreement, the Founders Agreements, the
Exchange Agreement, the United/Liberty Agreement, the New United Charter, the
New United By-laws, the Surviving Entity Charter, the Surviving Entity By-laws,
the Subscription Agreements, all documents, instruments and agreements executed
in connection with the satisfaction of the Fee Letter Condition (including the
Senior Notes Agreements) and any and all other documents, instruments and
agreements to be executed and delivered in connection with the transactions
contemplated hereby (including in connection with the satisfaction of each
party's conditions hereunder) or thereby.

                  "UIPI" means United International Properties, Inc., a Colorado
corporation and wholly owned Subsidiary of United.

                  "United Disclosure Schedule" means the disclosure schedule
delivered with the Original Agreement by United.



                                       9
<PAGE>

                  "United Equity Securities" means the United Common Stock and
any other voting securities issued by United, other than shares of United
Preferred Stock with customary limited voting rights.

                  "United Public Company" means any entity that (a) has equity
securities issued by it publicly traded on any internationally recognized United
States or foreign securities exchange, and (b) is a Subsidiary of United.

                  "UPC" means United Pan-Europe Communications, N.V., a company
organized under the laws of The Netherlands and a Subsidiary of United.

         1.2 Additional Terms. As used in this Agreement, the following terms
shall have the meanings set forth in the referenced sections of this Agreement:

<Table>
<Caption>
         Term                                                Section
         ----                                                -------
<S>                                                          <C>
Acceptance Notice                                            2.3(b)
Action                                                       15.5(a)
Additional Liberty Shares                                    2.2(d)
Agreement                                                    Preamble
Amendment Date                                               Preamble
Basket Amount                                                15.6
Basket Exceptions                                            15.6
Belmarken Notes Value                                        2.2(d)
Cash Contribution                                            2.2(d)
Claims                                                       15.2
Class B Options                                              6.1(b)
Closing                                                      14.1
Contracts                                                    6.1(c)(ii)
Contributing Party                                           2.2(f)
DGCL                                                         2.5(a)
Effective Time                                               2.5(b)
Equity Affiliate .                                           6.1(f)(i)
Exchange Agreement                                           7.12
Exchange Ratio                                               2.5(b)
Exchange Ratio Fairness Opinion                              7.22
Existing Liberty Notes                                       2.3
Existing New United Common Stock                             6.2(b)
Fee Letter Condition                                         11.10
Founder                                                      Preamble
Founder Consideration Shares                                 2.2(b)
Founder Indemnified Parties                                  15.3
Founder Material Adverse Effect                              5.1
Founder Newco Merger                                         2.2(b)
Founder Newco Merger Agreement                               2.2(b)
Founder Newco                                                2.1(a)
Founder Shares                                               2.1(a)
</Table>



                                       10
<PAGE>

<Table>
<S>                                                         <C>
Indemnified Party                                            15.5(a)
Indemnifying Party                                           15.5(a)
Indenture Fairness Opinion                                   7.22
Injunction                                                   7.5(a)
Letter Agreement                                             Recitals
Liberty 2009 Notes Registration
  Rights Agreement                                           2.3
Liberty Argentina                                            Recitals
Liberty Consideration Shares                                 2.2(a)
Liberty Contribution Shares                                  2.2(d)
Liberty Contribution Value                                   2.2(d)
Liberty Global                                               Preamble
Liberty Global Consideration Shares                          2.2(a)
Liberty Global Shares                                        2.2(a)
Liberty Guaranty                                             2.3
Liberty Material Adverse Effect                              4.1
Liberty Media                                                Preamble
Liberty Media Indemnified Parties                            15.2
Liberty Notice                                               2.3(b)
Liberty Sub                                                  Recitals
LMI                                                          Preamble
Losses                                                       15.2
Make Whole Bankers                                           Recitals
Make Whole Payment                                           Recitals
Material Adverse Change                                      17.12
Material Adverse Effect                                      17.12
Material United Subsidiaries                                 6.1(j)
Morgan Stanley                                               6.1(q)
New United                                                   Preamble
New United By-laws                                           2.1(b)
New United Charter                                           2.1(b)
New United Class A Stock                                     2.5(b)
New United Class B Stock                                     Recitals
New United Class C Stock                                     Recitals
New United Commission Filing                                 6.2(g)(i)
New United Covenant Agreement                                7.9A
New United Indemnified Parties                               15.4
New United Material Adverse Effect                           6.2(a)
New United Preferred Stock                                   6.2(b)(i)
Note Repayment Amount                                        2.3
Note Shares                                                  Recitals
No Waiver Agreement                                          2.2(e)
Notes Holder                                                 2.3(b)
Offered Notes                                                2.3(b)
Offer Notice                                                 2.3(b)
Original Fairness Opinions                                   6.1(q)
</Table>




                                       11
<PAGE>

<Table>
<S>                                                         <C>
Proxy Statement                                              7.3(a)
Purchased Notes                                              2.3(b)
Refinanced Indebtedness                                      7.1(b)
Refinancing Indebtedness                                     7.1(b)
Registration Rights Agreement                                7.11
Registration Statement                                       7.3(a)
Required Founder Consents                                    5.2
Required Liberty Consents                                    4.2
Required United Consents                                     6.1(c)(ii)
Restructuring Proceeds                                       2.2(d)
Restructuring Transaction                                    13.9
Schneider                                                    2.1(b)
Senior Notes Agreements                                      11.10
September 18 Letter Agreement                                17.2
Series E Certificate of Designation                          6.1(b)
Series E Holder                                              7.12
Standstill Agreement                                         7.10
Stockholders Agreement                                       7.7
Stock Purchase Fairness Opinion                              6.1(q)
Subscription Agreement                                       2.1(c)
Surviving Entity                                             2.5(a)
Surviving Entity By-laws                                     2.5(e)
Surviving Entity Charter                                     2.5(e)
Surviving Entity Class A Stock                               2.5(b)
Surviving Entity Class B Stock                               2.5(d)
Surviving Entity Class C Stock                               2.5(d)
Total Liberty Shares                                         2.2(d)
Transfer Date                                                2.3(b)
United                                                       Preamble
United 2001 Commission Filings                               6.1(g)(i)
United A/P                                                   6.1(f)
United Class A Stock                                         Recitals
United Class B Stock                                         Recitals
United Commission Filings                                    6.1(g)(i)
United Common Stock                                          Recitals
United Form 10-K                                             6.1(g)(i)
United Indemnified Parties                                   15.4
United Investment                                            6.1(f)(i)
United Investment Agreements                                 6.1(f)(i)
United June 10-Q                                             6.1(g)(i)
United/Liberty Agreement                                     7.9
United Material Adverse Effect                               6.1(a)
United/New United Merger                                     2.5(a)
United/New United Merger Agreement 2.5(a)
United/New United Merger Sub                                 Preamble
United/New United Merger Sub By-laws                         6.2(a)
</Table>



                                       12
<PAGE>


<Table>
<S>                                                          <C>
United/New United Merger Sub Charter                         6.2(a)
United/New United Merger Sub
  Class B Stock                                              2.5(d)
United/New United Merger Sub
  Class C Stock                                              2.5(d)
United Preferred Stock                                       6.1(b)
United Series B Preferred Stock                              6.1(b)
United Series C Preferred Stock                              6.1(b)
United Series D Preferred Stock                              6.1(b)
United Series E Preferred Stock                              6.1(b)
United Stockholders Meeting                                  7.2
United Stock Option Plans                                    6.1(b)
UPC Form 10-K                                                6.1(g)(i)
UPC June 10-Q                                                6.1(g)(i)
Voting Agreement                                             7.8
</Table>


                                   ARTICLE II

             CONTRIBUTIONS, REORGANIZATION AND RELATED TRANSACTIONS

         2.1 Pre-Closing Restructuring Transactions. Prior to and as a condition
precedent of the Closing, the parties shall effect or cause to be effected the
following transactions:

                  (a) Each of the Founders will contribute, convey, transfer,
assign and deliver, free and clear of all Liens and Restrictions, except as set
forth in Section 5.7 of the Founders Disclosure Schedule, all and not less than
all of the shares of United Class B Stock held by such Founder as indicated next
to such Founder's name on Schedule 2.1(a) (collectively, the "Founder Shares"),
in each case together with the right to receive all unpaid dividends and
distributions declared or otherwise payable with respect to such Founder Shares
and associated stock purchase rights, if any, to newly-formed single-member
limited liability companies organized under the laws of the State of Delaware
(each a "Founder Newco"). At all times from the organization of each Founder
Newco until the Closing (i) no Person other than the Founder contributing shares
of United Class B Stock to such Founder Newco shall own any equity interest
whatsoever in such Founder Newco, (ii) the limited liability company membership
interests in such Founder Newco shall be owned by the applicable Founder free
and clear of any Liens and Restrictions, and such Founder Newco shall have no
assets, other than Founder Shares and shares of United Class A Stock issued to
such Founder Newco upon conversion of Founder Shares pursuant to the following
sentence, and no liabilities or obligations, known or unknown, whether absolute,
accrued, fixed, contingent or otherwise, other than its obligations under the
applicable Founder Newco Merger Agreement. Each Founder will cause its
applicable Founder Newco to convert an adequate number of the Founder Shares
held by it into an equal number of shares of United Class A Stock in order to
ensure that, after giving effect to the Founder Newco Mergers and the
contribution contemplated by Section 2.2(a), New United will not own 50% or more
of the voting power of United prior to the consummation of the United/New United
Merger.



                                       13
<PAGE>

                  (b) Gene W. Schneider ("Schneider"), as the sole stockholder
of New United, will cause the Certificate of Incorporation ("New United
Charter") and By-laws ("New United By-laws") of New United to be restated as set
forth in Exhibits 2.1(b)-1 and 2.1(b)-2, respectively.

                  (c) Immediately prior to the Closing, one or more Controlling
Principals will purchase from United an aggregate of 1,500 shares of United
Series E Preferred Stock for the purchase price set forth in, and otherwise
pursuant to the terms of, one or more Subscription Agreements between each such
Controlling Principal and United, in the form attached hereto as Exhibit 2.1(c)
(each a "Subscription Agreement").

         2.2 Contributions and Restructuring. At the Closing, upon the terms and
subject to the conditions set forth in this Agreement and in the order set forth
below (and otherwise substantially concurrently):

                  (a) (i) Schneider will contribute, convey, transfer, assign
and deliver to New United, free and clear of all Liens and Restrictions, one
share of United Class A Stock, together with the right to receive all unpaid
dividends and distributions declared or otherwise payable with respect to such
share of United Class A Stock and associated stock purchase rights, if any, as a
contribution to the capital of New United, and New United shall accept such
share of United Class A Stock as a contribution to its capital and Schneider
shall not receive any other consideration in exchange for such contribution,
(ii) Liberty Global will contribute, convey, transfer, assign and deliver, or
cause to be contributed, conveyed, transferred, assigned and delivered, to New
United, free and clear of all Liens and Restrictions, all, but not less than
all, of the shares of United Class B Stock held by Liberty Global as indicated
next to Liberty Global's name on Schedule 2.2 hereto (the "Liberty Global
Shares"), together with the right to receive all unpaid dividends and
distributions declared or otherwise payable with respect to such Liberty Global
Shares and associated stock purchase rights, if any, and New United shall accept
all, but not less than all, the Liberty Global Shares and issue and deliver to
Liberty Global, or to the applicable Contributing Party or Contributing Parties,
in exchange therefor a number of shares of New United Class C Stock equal to the
number of Liberty Global Shares so contributed (the "Liberty Global
Consideration Shares"), (iii) Liberty will contribute, convey, transfer, assign
and deliver, or cause to be contributed, conveyed, transferred, assigned and
delivered, to New United, free and clear of all Liens and Restrictions, all, but
not less than all, of the Note Shares, together with the right to receive all
unpaid dividends and distributions declared or otherwise payable with respect to
such Note Shares and associated stock purchase rights, if any, and New United
shall accept all, but not less than all, the Note Shares and issue and deliver
to Liberty, or to the applicable Contributing Party or Contributing Parties, in
exchange therefor a number of shares of New United Class C Stock equal to the
number of Note Shares so contributed (the "Liberty Consideration Shares") and
(iv) New United will convert the Liberty Global Shares into an equal number of
shares of United Class A Stock. Immediately prior to the contributions described
in clauses (ii) and (iii) of the previous sentence, there shall be no
outstanding shares of capital stock or other securities or ownership interests
of New United other than one share of New United Class A Stock held,
beneficially and of record, by Schneider.

                  (b) The Founders and New United will cause each of the Founder
Newcos to merge with and into New United (each, a "Founder Newco Merger") with
the limited liability company membership interests of each Founder Newco being
converted into an aggregate



                                       14
<PAGE>

number of shares of New United Class B Stock equal to the number of shares of
United Common Stock held by such Founder Newco at the time of such mergers (the
"Founder Consideration Shares"). Each of these mergers will be consummated
pursuant to an Agreement and Plan of Merger substantially in the form attached
hereto as Exhibit 2.2(b) (each, a "Founder Newco Merger Agreement"). Prior to or
simultaneous with the Founder Newco Mergers, any Liens and Restrictions on
shares of United Common Stock held by each Founder Newco, including as set forth
in Section 5.7 of the Founder Disclosure Schedule, shall be fully and
unconditionally released (without any liability whatsoever to New United or any
of its Subsidiaries or Affiliates) in accordance with instruments and documents
that are reasonably satisfactory to New United and the Liberty Parties and, from
and after the Founder Newco Mergers, such shares of United Common Stock shall be
free and clear of any Liens or Restrictions whatsoever. New United will be the
surviving entity in each of the Founder Newco Mergers.

                  (c) United, New United and United/New United Merger Sub shall
effect the United/New United Merger, as described in Section 2.5 below.

                  (d) Liberty Media will contribute, convey, transfer, assign
and deliver, or cause to be contributed, conveyed, transferred, assigned and
delivered, to New United, free and clear of all Liens and Restrictions:

                           (i)      all of the Belmarken Notes (or any proceeds
                                    thereof) and all of Liberty Sub's rights and
                                    obligations under the Belmarken Loan
                                    Agreements; and

                           (ii)     an amount of cash equal to US $200,000,000
                                    (the "Cash Contribution"); and

                           (iii)    all of the Liberty UPC Bonds or, in the
                                    event of any refinancing or restructuring
                                    of, or similar transaction with respect to,
                                    any of UPC's indebtedness, the proceeds, if
                                    any, received in exchange for any of the
                                    Liberty UPC Bonds in such transaction (the
                                    "Restructuring Proceeds");

and New United shall issue and deliver to Liberty Media or the applicable
Contributing Party or Contributing Parties at the Closing, the following shares
of New United Class C Stock (the "Liberty Contribution Shares"):

                           (1)      in exchange for, and in consideration of,
                                    the contribution of the Belmarken Notes (or
                                    any proceeds thereof) and the assignment of
                                    Liberty Sub's rights and obligations under
                                    the Belmarken Loan Agreements to New United
                                    pursuant to Section 2.2(d)(i), a number of
                                    shares of New United Class C Stock equal to
                                    the quotient of (A) US $856,800,000, plus
                                    interest accrued on such amount from and
                                    including May 29, 2001 to and including the
                                    Closing Date at the rate of 6% per annum,
                                    compounded quarterly, calculated in the same
                                    manner as provided in the Belmarken Loan
                                    Agreements for



                                       15
<PAGE>


                                    the accretion of interest on the Belmarken
                                    Notes (irrespective of whether any Belmarken
                                    Notes are outstanding), (the "Belmarken
                                    Notes Value") divided by (B) US $16.18; and

                           (2)      in exchange for, and in consideration of,
                                    the Cash Contribution, a number of shares of
                                    New United Class C Stock equal to the
                                    quotient of (A) the amount of the Cash
                                    Contribution divided by (B) US $16.18; and

                           (3)      in exchange for, and in consideration of,
                                    the Liberty UPC Bonds and/or Restructuring
                                    Proceeds contributed to New United pursuant
                                    to Section 2.2(d)(iii), a number of shares
                                    of New United Class C Stock equal to the
                                    quotient of (A) the Liberty UPC Bond Cost
                                    divided by (B) US $1.53;

provided that (A) if the quotient obtained by dividing the sum of the Belmarken
Notes Value plus the amount of the Cash Contribution plus the Liberty UPC Bond
Cost plus US $20,000,000 (such sum, the "Liberty Contribution Value"), by the
sum of the total number of Liberty Contribution Shares determined in accordance
with clauses (1), (2) and (3) above plus 11,976,048 (such sum, the "Total
Liberty Shares"), is greater than US $5.00, New United shall issue and deliver
to Liberty at the Closing a sufficient number of additional shares of New United
Class C Stock (the "Additional Liberty Shares") so that the quotient obtained by
dividing the Liberty Contribution Value by the sum of the Total Liberty Shares
plus the Additional Liberty Shares is equal to US $5.00 and (B) if the quotient
obtained by dividing the Liberty Contribution Value by the Total Liberty Shares
is less than US $5.00, the number of Liberty Contribution Shares issued and
delivered by New United to Liberty pursuant to this Section 2.2(d) shall be
reduced by a number of shares of New United Class C Stock so that the quotient
obtained by dividing the Liberty Contribution Value by the number of Liberty
Contribution Shares issued and delivered to Liberty by New United is equal to US
$5.00. For purposes of each provision of this Agreement other than this Section
2.2(d) any Additional Liberty Shares issued and delivered pursuant to this
Section 2.2(d) shall be deemed to be Liberty Contribution Shares.

                  (e) Liberty Media, LMI and New United will enter into an
agreement pursuant to which New United will acknowledge that Liberty, LMI and
their respective Affiliates are intended beneficiaries of the covenants and
agreements set forth in Sections 7.11 and 11.15 of the Loan Agreement, dated as
of May 25, 2001, among Belmarken Holding B.V., UPC, UPC Internet Holding B.V.
and Liberty Sub, and New United will agree that it will not amend, modify or
waive in any respect or terminate any of such covenants or agreements without
the prior written consent of Liberty and LMI (the "No Waiver Agreement").

                  (f) If Liberty or Liberty Global causes any Person to make all
or part of the contributions described in clauses (a) or (d) above, each such
Person shall become a party to this Agreement and the applicable Transaction
Documents (each such Person, a "Contributing Party").



                                       16
<PAGE>

         2.3 Repayment of Indebtedness.

                  (a) Except as contemplated by the Notes Tender Letter
Agreement, at the Closing, immediately following the consummation of the
transactions set forth in Section 2.2, or such later date as may be acceptable
to United, Liberty shall repay, or cause to be repaid, in full the unpaid
balance of the principal amount of the $310,000,000 Notes together with all
accrued and unpaid interest thereon (the "Note Repayment Amount") to UIPI either
by the delivery of cash or, as described below, Liberty 2009 Notes, or such
other form of consideration as may be acceptable to United. Upon receipt of the
Note Repayment Amount or, if earlier, upon the assumption by New United of the
obligations represented by the $310,000,000 Notes, United shall irrevocably
release, and shall cause each of its Controlled Affiliates that is a beneficiary
of Liberty Media's guaranty of the repayment of the indebtedness evidenced by
the $310,000,000 Notes (the "Liberty Guaranty") to irrevocably release, Liberty
from all of its obligations under the Liberty Guaranty. Notwithstanding anything
contained in the December 7 Letter Agreement, the $310,000,000 Notes or the
Liberty Guaranty and except as contemplated by the Notes Tender Letter
Agreement, (i) the balance of the indebtedness evidenced by the $310,000,000
Notes shall not be due and payable until the Closing Date or such later date as
may be acceptable to United or as contemplated by the Notes Tender Letter
Agreement; provided, however, that if this Agreement is terminated without the
occurrence of the Closing, then, except as contemplated by the Notes Tender
Letter Agreement, the balance of such indebtedness will be due and payable in
cash on the date of termination of this Agreement or such later date as may be
acceptable to United, (ii) prior to the Closing, Liberty Argentina may assign
the $310,000,000 Notes, in whole or in part, to Liberty and (iii) Liberty may
repay, or cause to be repaid, the balance of the indebtedness evidenced by the
$310,000,000 Notes, in whole or in part, by the delivery of Liberty 2009 Notes,
or such other form of consideration as may be acceptable to United or as
contemplated by the Notes Tender Letter Agreement, to UIPI at the Closing or
such later date as may be acceptable to United or as contemplated by the Notes
Tender Letter Agreement. If Liberty repays, or causes to be repaid, any or all
of the balance of the indebtedness evidenced by the $310,000,000 Notes by the
delivery of Liberty 2009 Notes, (A) such Liberty 2009 Notes shall (1) except as
set forth herein, be substantially identical to Liberty's Senior Notes, due
2009, that were originally issued on July 7, 1999 (the "Existing Liberty
Notes"), (2) not, when delivered to UIPI, be registered pursuant to the
Securities Act, (3) be issued with an aggregate principal amount equal to the
portion of the Note Repayment Amount that is being repaid by delivery of such
Liberty 2009 Notes, and (4) bear interest on the principal amount thereof at a
rate per annum equal to the market yield on the Existing Liberty Notes as of the
date such Liberty 2009 Notes are delivered to UIPI (determined in the manner set
forth on Schedule 2.3), and (B) Liberty, United and UIPI shall, in connection
with any such delivery of Liberty 2009 Notes, enter into a registration rights
agreement with respect to the Liberty 2009 Notes in the form attached hereto as
Exhibit 2.3 (the "Liberty 2009 Notes Registration Rights Agreement").

                  (b) (i) United shall not and shall cause each of its
Subsidiaries at any time holding Liberty 2009 Notes not to, transfer any Liberty
2009 Notes to any Person other than a Person that is a wholly owned Subsidiary
of United without first complying with the provisions of this Section 2.3(b). If
United or a United Subsidiary holding any Liberty 2009 Notes (the "Notes
Holder") desires to transfer any Liberty 2009 Notes to a Person that is not a
wholly owned Subsidiary of United, such Notes Holder shall first deliver written
notice to Liberty by telecopy (a "Liberty Notice") on the fifth Business Day
prior to the date on which the Notes


                                       17
<PAGE>

Holder intends to transfer such Liberty 2009 Notes (the "Transfer Date"),
setting forth the number of Liberty 2009 Notes such Notes Holder intends to
transfer on the Transfer Date (expressed as an aggregate principal amount) and
setting forth a time on the Transfer Date at which the Notes Holder will deliver
the Offer Notice telephonically as described in the following sentence, which
time shall be after 7:00 a.m. and prior to 8:00 a.m. (in each case, Denver,
Colorado time). On the Transfer Date, at the time set forth in the Liberty
Notice, the Notes Holder shall telephonically offer (the "Offer Notice") to sell
Liberty a number of Liberty 2009 Notes (expressed as an aggregate principal
amount) equal to the number of Liberty 2009 Notes set forth in the Liberty
Notice (the "Offered Notes"), free and clear of all Liens and Restrictions, for
cash in an amount per Liberty 2009 Note specified by the Notes Holder (expressed
as a percentage of the principal amount of each Liberty 2009 Note so offered).

                    (ii) If Liberty desires to purchase all, but not less than
all, of the Offered Notes, Liberty may accept such Offer Notice by notifying the
Notes Holder telephonically at the telephone number specified in the Offer
Notice at or prior to 10:00 a.m. (Denver, Colorado time) on the Transfer Date of
its intention to purchase the Offered Notes (the "Purchased Notes") for a cash
purchase price per Purchased Note as set forth in the Offer Notice (the
"Acceptance Notice"). The telephonic delivery of a timely Acceptance Notice
shall constitute a binding obligation of Liberty and the Notes Holder. Liberty
and the Notes Holder shall, on the Transfer Date and promptly following the
telephonic delivery of an Acceptance Notice, execute and deliver a customary
agreement for the purchase and sale of the Purchased Notes, which agreement
shall contain representations and warranties on the part of the Notes Holder
that the Purchased Notes are, and will be at the closing of the sale of the
Purchased Notes to Liberty, owned by such Notes Holder, beneficially and of
record, and are not, and at the time of such closing will not be, subject to any
Liens or Restrictions whatsoever. The sale of the Purchased Notes to Liberty
shall be consummated on the third Business Day following the Transfer Date.

                    (iii) If Liberty does not telephonically deliver an
Acceptance Notice to the Notes Holder agreeing to purchase all of the Offered
Notes, the Notes Holder may, on the Transfer Date, sell all, but not less than
all, the Offered Notes for a cash purchase price per Offered Note that is no
less than the purchase price per Offered Note set forth in the Offer Notice to a
bona fide third party. Any sale of Offered Notes pursuant to the previous
sentence shall be consummated no later than the third Business Day following the
Transfer Date. If the Notes Holder does not sell the Offered Notes on the
Transfer Date or does not consummate the sale thereof on or before the third
Business Day following the Transfer Date, the Offered Notes may not be
transferred without again complying with the procedures set forth in this
Section 2.3(b).


                                       18
<PAGE>

         2.4 Certain Adjustments. If at any time after the Original Agreement
Date 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 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 exchange ratios (including the number and kind of
shares) set forth in this Agreement for any transaction not consummated prior to
such event will, as appropriate, be adjusted to reflect such event.

         2.5 United/New United Merger.

                  (a) Simultaneously with the execution and delivery of this
Agreement, United, New United and United/New United Merger Sub have entered into
an Amended and Restated Agreement and Plan of Merger, dated the Amendment Date,
a copy of which is attached hereto as Exhibit 2.5(a) (the "United/New United
Merger Agreement"). As described in Section 2.2, subject to and upon the terms
and conditions of the United/New United Merger Agreement, at the Closing,
United/New United Merger Sub shall, and New United and United shall cause
United/New United Merger Sub to, merge with and into United in accordance with
the provisions of the Delaware General Corporation Law (the "DGCL") (the
"United/New United Merger"), the separate corporate existence of United/New
United Merger Sub shall cease and United shall continue as the surviving entity
in the United/New United Merger (the "Surviving Entity").

                  (b) By virtue of the United/New United Merger, at the
Effective Time:

                           (i)      all of the shares of United Series E
                                    Preferred Stock outstanding immediately
                                    prior to the effective time of the
                                    United/New United Merger (the "Effective
                                    Time") shall be converted into and represent
                                    the right to receive, and shall be
                                    exchangeable for, an aggregate of 1,500
                                    shares of the Class A Common Stock, par
                                    value US $0.01 per share, of the Surviving
                                    Entity ("Surviving Entity Class A Stock");

                           (ii)     each share of United Class A Stock
                                    outstanding immediately prior to the
                                    Effective Time shall be converted into and
                                    represent the right to receive, and shall be
                                    exchangeable for, one share (the "Exchange
                                    Ratio") of the Class A Common Stock, par
                                    value US $0.01 per share, of New United
                                    ("New United Class A Stock") and each share
                                    of United Class B Stock outstanding
                                    immediately prior to the Effective Time
                                    shall be converted into and represent the
                                    right to receive and be exchangeable for,
                                    one share of New United Class A Stock;

                           (iii)    each share of United Series B Preferred
                                    Stock outstanding immediately prior to the
                                    Effective Time shall be 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


                                       19
<PAGE>

                                    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
                                    United/New United Merger;

                           (iv)     each share of United Series C Preferred
                                    Stock outstanding immediately prior to the
                                    Effective Time shall be 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 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
                                    United/New United 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;

                           (v)      each share of United Series D Preferred
                                    Stock outstanding immediately prior to the
                                    Effective Time shall be 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
                                    United/New United 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;

provided, however, that each share of United Class A Stock, United Class B
Stock, United Series B Preferred Stock, United Series C Preferred Stock and
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 canceled and
retired without payment of any consideration therefor and without any conversion
thereof into New United Class A Stock. The rights, privileges, powers and
preferences of the New United Class A Stock, New United Class B Stock and New
United Class C Stock will be as provided in the New United Charter and New
United By-laws which shall continue in effect following the United/New United
Merger; provided that, effective immediately upon the Effective Time, the New
United Charter shall be amended to change the name of New United to
"UnitedGlobalCom, Inc."

                  (c) At the Effective Time, all outstanding options to purchase
shares of United Class A Stock or United Class B Stock (which options to
purchase shares of United Class B


                                       20
<PAGE>

Stock shall consist solely of Class B Options) under a United Stock Option Plan
or any other contract, all of which are listed in Section 2.5(c) of the United
Disclosure Schedule, 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 or New United Class B Stock, as applicable,
equal to the number of shares of United Class A Stock or United Class B Stock
for which such option was exercisable immediately prior to the Effective Time.

                  (d) At the Effective Time, all of the shares of United/New
United Merger Sub's Class B Common Stock, par value US $0.01 per share
("United/New United Merger Sub Class B Stock"), and Class C Common Stock, par
value US $0.01 per share ("United/New United Merger Sub Class C Stock"),
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 the Class B Common Stock, par
value US $0.01 per share, of the Surviving Entity ("Surviving Entity Class B
Stock") and 300,000 shares of the Class C Common Stock, par value US $0.01 per
share, of the Surviving Entity ("Surviving Entity Class C Stock").

                  (e) As of and following the Effective Time, the Certificate of
Incorporation and By-laws of the Surviving Entity shall be as set forth on
Exhibits 2.5(e)-1 and 2.5(e)-2, respectively (respectively, the "Surviving
Entity Charter" and the "Surviving Entity By-laws"). The rights, privileges,
powers and preferences of the Surviving Entity Class A Stock, Surviving Entity
Class B Stock and Surviving Entity Class C Stock shall, from and after the
Effective Time, be as provided in the Surviving Entity Charter and the Surviving
Entity Bylaws.

                  (f) The terms of the foregoing exchanges (including the
exchange rates) shall, as appropriate, be subject to adjustment as set forth in
Section 2.4 for events occurring after the Original Agreement Date and prior to
the Effective Time.

                  (g) As of and following the Effective Time, until their
successors are duly elected or appointed in accordance with the New United
Charter, the New United By-laws and the Voting Agreement, the directors,
executive officers and certain other officers of New United will be as set forth
on Schedule 2.5(g).

                  (h) No fractional shares of New United Class A Stock shall be
issued in the United/New United Merger. In lieu of any fractional shares, each
holder of shares of United Preferred Stock who would otherwise have been
entitled to a fraction of a share of New United Class A Stock as a result of the
United/New United Merger will be paid by New United an amount in cash (without
interest) as described in the United/New United Merger Agreement.


                                       21
<PAGE>


                                  ARTICLE III

                                   [RESERVED]

                                   ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES OF
                      LIBERTY MEDIA, LIBERTY GLOBAL AND LMI

                  Each of the Liberty Parties, severally and not jointly, as to
itself and the assets, if any, being transferred by such Liberty Party pursuant
hereto only, represents and warrants to the other parties hereto, as follows,
with all such representations and warranties that speak in the present tense or
refer to "the date hereof" or similar terms being deemed to be made as of the
Original Agreement Date:

         4.1 Organization, Good Standing and Authority. Such Liberty Party (i)
is a corporation duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its incorporation, (ii) has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business as now being conducted and (iii) is duly qualified or
licensed and in good standing to do business in each jurisdiction in which the
property owned, leased or operated by it or the nature of the business conducted
by it makes such qualification necessary, except where the failure to be so
qualified or licensed and in good standing has not had and is not reasonably
likely to have (1) a Material Adverse Effect on the assets being transferred by
the Liberty Parties pursuant hereto, taken as a whole, or (2) a material adverse
effect on the ability of the Liberty Parties to perform their respective
obligations under, and to consummate the transactions contemplated by, this
Agreement and the other Transaction Documents (each of clauses (1) and (2)
above, a "Liberty Material Adverse Effect").

         4.2 Power; Authorization and Validity; Consents; No Conflicts. Such
Liberty Party has all requisite corporate power and authority to enter into and
perform its obligations under this Agreement and each Transaction Document to be
executed and delivered by it pursuant to this Agreement. The execution and
delivery by such Liberty Party of and, subject to the satisfaction of the
conditions set forth in this Agreement, the performance by it of its obligations
under, this Agreement and each Transaction Document to which it is or will be a
party have been duly authorized by all requisite corporate action of such
Liberty Party. This Agreement has been, and each of the other Transaction
Documents to be executed and delivered by such Liberty Party will be at or prior
to the Closing, duly executed and delivered by such Liberty Party, and assuming
the due execution and delivery by each other party hereto and thereto (other
than another Liberty Party), this Agreement constitutes, and when executed and
delivered by such Liberty Party pursuant to this Agreement, each Transaction
Document to which such Liberty Party is a party will constitute, the legal,
valid and binding obligation of such Liberty Party enforceable in accordance
with its terms, except as such enforceability may be affected by applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors' rights generally or by general equitable principles. Except for the
requirements under the HSR Act and except for any required notices, Filings,
consents, approvals or waivers set forth on Section 4.2 of the Liberty
Disclosure Schedule and except for the required filing with and clearance from
the Mexican Competition Commission (the "Required Liberty Consents"), no
consent, approval or



                                       22
<PAGE>

waiver of, notice to, or Filing with, any other Person is required, on behalf of
such Liberty Party in connection with the execution, delivery or performance by
such Liberty Party of this Agreement or by such Liberty Party of any of the
other Transaction Documents to which it is a party, or the consummation of the
transactions contemplated hereby and thereby, the failure of which to be
obtained, given or made, individually or in the aggregate, would have a Liberty
Material Adverse Effect. Except as set forth on Section 4.2 of the Liberty
Disclosure Schedule, the execution and delivery by such Liberty Party of this
Agreement and the other Transaction Documents to which they or any of them are
parties do not, and the performance by such Liberty Party, of their respective
obligations under this Agreement and the other Transaction Documents to which
they or any of them are parties will not, (i) violate or conflict with any
provision of the certificate of incorporation or bylaws of such Liberty Party,
(ii) assuming that the Required Liberty Consents of Governmental Authorities are
obtained, violate any of the terms, conditions or provisions of any Law, License
or Judgment to which such Liberty Party is subject or by which any of the
foregoing or their respective assets are bound, except that no representation is
made with respect to any foreign Law of any jurisdiction in which Liberty does
not, directly or through a Subsidiary, own assets or engage in business, or
(iii) assuming that the Required Liberty Consents are given, made and obtained,
result in a violation or breach of, or (with or without the giving of notice or
lapse of time or both) constitute a default (or give rise to any right of
termination, cancellation, acceleration, repurchase, prepayment or repayment or
to increased payments) under or give rise to or accelerate any material
obligation (including any obligation to, or to offer to, repurchase, prepay,
repay or make increased payments) or result in the loss or modification of any
material benefit under, or result in a Lien or Restriction on any of the assets
of such Liberty Party being contributed pursuant to this Agreement pursuant to
any Contract to which such Liberty Party is a party or by which such Liberty
Party or any of its assets is bound, except in the case of any Law (other than
Delaware law), License or Judgment referred to in clause (ii) and any Contract
referred to in clause (iii), as would not, individually or in the aggregate,
have a Liberty Material Adverse Effect.

         4.3 Brokers' and Finders' Fees. There is no broker, finder, investment
banker or similar intermediary which has been retained by, or is authorized to
act on behalf of, any Liberty Party or any of its Subsidiaries or any of their
respective officers or directors who will be entitled to any fee or commission
in connection with this Agreement or upon consummation of the transactions
contemplated hereby.

         4.4 Legal Proceedings. There is no Judgment outstanding, or any Legal
Proceeding by or before any Governmental Authority or any arbitrator pending or,
to such Liberty Party's knowledge, threatened in writing, against such Liberty
Party that, individually or in the aggregate, could reasonably be expected to
have a Liberty Material Adverse Effect. Section 4.4 of the Liberty Disclosure
Schedule identifies certain Legal Proceedings pending or threatened against the
Liberty Parties and/or their respective Subsidiaries.

         4.5 Ownership of United Class B Stock. Liberty Global is the record and
beneficial owner of 9,859,336 shares of United Class B Stock, free and clear of
all Liens and Restrictions, except as set forth in Section 4.5 of the Liberty
Disclosure Schedule or as may be or have been created by this Agreement or the
other Transaction Documents or by United or any of its Affiliates and except for
restrictions on transfer under federal or state securities laws.



                                       23
<PAGE>

         4.6 [Reserved.]

         4.7 Belmarken Notes. Liberty Media, through its ownership of Liberty
Sub, owns the Belmarken Notes or the proceeds of any payments thereunder and its
rights under the Belmarken Loan Agreements, free and clear of all Liens and
Restrictions, other than as may have been created by the Belmarken Loan
Agreements, this Agreement or the other Transaction Documents, or by United or
any of its Controlled Affiliates, except as may arise out of or in connection
with, or result from, a Restructuring Transaction and except for restrictions on
transfer under federal or state securities laws or applicable local laws.

         4.8 [Reserved.]

         4.9 Investment Intent. Such Liberty Party is acquiring shares of New
United Class C Stock pursuant to this Agreement for investment purposes only and
acknowledges that such shares may not be sold without registration under the
Securities Act and applicable state securities laws, unless an exemption
therefrom is available.

         4.10 Registration Statement; Proxy Statement. The information supplied
by such Liberty Party in writing expressly for the purpose of inclusion in the
Registration Statement and the Proxy Statement shall not at the time the
Registration Statement is declared effective by the Commission, on the date the
Proxy Statement is first mailed to the stockholders of United, at the time of
the United Stockholders Meeting or on the Closing Date contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

         4.11 Liberty UPC Bonds. Liberty Media or one or more of its Affiliates
is the record and beneficial owner of the Liberty UPC Bonds, free and clear of
all Liens and Restrictions, other than as may have been created by this
Agreement or the other Transaction Documents or by United or any of its
Controlled Affiliates, except as may arise out of or in connection with, or
result from, a Restructuring Transaction and except for restrictions on transfer
under federal or state securities laws or applicable local laws. Schedule 1.1
contains a correct and complete description of the number and type of Liberty
UPC Bonds held by Liberty Media and its Controlled Affiliates as of the date
hereof and, as of November 30, 2001, the Liberty UPC Bond Cost.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE FOUNDERS

                  Each Founder, severally and not jointly, represents and
warrants to the Liberty Parties as follows, with all such representations and
warranties that speak in the present tense or refer to "the date hereof" or
similar terms being deemed to be made as of the Original Agreement Date:



                                       24
<PAGE>

         5.1 Organization, Good Standing and Authority. If such Founder is not a
natural person, such Founder is (i) duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (ii) has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted and (iii) is duly qualified or
licensed and in good standing to do business in each jurisdiction in which the
property owned, leased or operated by it or the nature of the business conducted
by it makes such qualification necessary, except in each case where the failure
to be in good standing, to have such power and authority or to be so qualified
or licensed and in good standing has not had and is not reasonably likely to
have (1) a Material Adverse Effect on the applicable Founder Newco or (2) a
material adverse effect on the ability of such Founder or Founder Newco to
perform his or its respective obligations under, and to consummate the
transactions contemplated by, this Agreement and the other Transaction Documents
(each of clauses (1) and (2) above, a "Founder Material Adverse Effect"). To the
knowledge of such Founder there are no voting trusts, proxies or other
agreements or understandings with respect to the voting of the capital stock or
ownership interests of United, other than the agreements listed in Section 5.1
of the Founder Disclosure Schedule, true and complete copies of which have been
provided to the Liberty Parties.

         5.2 Power; Authorization and Validity; Consents; No Conflicts. Such
Founder, in the case of a natural person, has all requisite legal capacity and,
in the case of a Founder that is not a natural person, has all requisite power
and authority, in each case to enter into and perform his or its obligations
under this Agreement and each Transaction Document to be executed and delivered
by him or it pursuant to this Agreement. The execution and delivery by such
Founder of, and, subject to the satisfaction of the conditions set forth in this
Agreement, the performance of his or its obligations under, this Agreement and
each Transaction Document to which he or it is or will be a party have been duly
authorized by all requisite action of such Founder. This Agreement has been duly
executed and delivered by such Founder and, assuming the due execution and
delivery by each Liberty Party, as applicable, this Agreement constitutes, and
when executed and delivered by such Founder pursuant to this Agreement, each
Transaction Document to which such Founder is a party will constitute, the
legal, valid and binding obligation of such Founder, enforceable in accordance
with its terms, except as such enforceability may be affected by applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors' rights generally or by general equitable principles. Except for the
filing of the certificate of formation for the applicable Founder Newco, and any
required notices, Filings, consents, approvals or waivers set forth on Section
5.2 of the Founder Disclosure Schedule (the "Required Founder Consents"), no
consent, approval or waiver of, notice to, or Filing with, any other Person is
required, on behalf of such Founder or the applicable Founder Newco in
connection with the execution, delivery or performance by such Founder of this
Agreement or any of the other Transaction Documents to which such Founder is a
party, or the consummation of the transactions contemplated hereby and thereby,
the failure of which to be obtained, given or made, individually or in the
aggregate, would have a Founder Material Adverse Effect or United Material
Adverse Effect. Except as set forth on Section 5.2 of the Founder Disclosure
Schedule, the execution and delivery by such Founder and the applicable Founder
Newco, as applicable, of this Agreement and the other Transaction Documents to
which such Founder or Founder Newco is a party do not, and the performance by
such Founder or Founder Newco of his or its obligations under this Agreement and
the other Transaction Documents to which such Founder or Founder Newco is a
party will not, (i) in the case of each


                                       25
<PAGE>

Founder Newco and in the case of a Founder that is not a natural person, violate
such Founder Newco's or Founder's certificate or articles of incorporation or
formation, bylaws, trust agreement, operating agreement, limited liability
company agreement or other equivalent organizational document, (ii) violate any
of the terms, conditions or provisions of any Law, License or Judgment to which
such Founder or Founder Newco is subject or by which such Founder or Founder
Newco or his or its assets are bound, except that no representation is made with
respect to any foreign Law of any jurisdiction in which United does not,
directly or through a Subsidiary, own assets or engage in business, or (iii)
assuming that the Required Founder Consents are given, made and obtained, result
in a violation or breach of, or (with or without the giving of notice or lapse
of time or both) constitute a default (or give rise to any right of termination,
cancellation or acceleration) under, or result in a Lien on any of the assets of
such Founder or Founder Newco pursuant to any Contract to which such Founder or
Founder Newco is a party or by which such Founder or Founder Newco or any of his
or its assets is bound, except in the case of any Law (other than Delaware law),
License or Judgment referred to in clause (ii) and any Contract referred to in
clause (iii), as would not have a Founder Material Adverse Effect or United
Material Adverse Effect.

         5.3 Founder Newcos. On the Closing Date, the Founder Newco to be formed
by such Founder pursuant to Section 2.1(a) will (a) be a limited liability
company, duly organized, validly existing and in good standing under the laws of
the State of Delaware, (b) have all requisite power and authority to own its
properties and conduct its business, (c) be the record and beneficial owner of a
number of shares of United Common Stock equal to the number of Founder Shares
set forth next to such Founder's name on Schedule 2.1(a) (such shares consisting
of shares of United Class B Stock and shares of United Class A Stock issued upon
conversion of shares of United Class B Stock pursuant to the last sentence of
Section 2.1(a)) (together with all dividends and distributions paid with respect
to the Founder Shares after the date hereof and the right to receive all unpaid
dividends and distributions declared or otherwise payable with respect to such
shares of United Common Stock, and associated stock purchase rights, if any),
free and clear of all Liens and Restrictions except as set forth on Section 5.7
of the Founder Disclosure Schedule (each of which Liens and Restrictions shall
be fully and unconditionally released prior to or simultaneous with the Founder
Newco Mergers, as set forth in Section 2.2(b)) or as may be or have been created
by this Agreement or the other Transaction Documents or by New United, United or
any of their respective Controlled Affiliates, (d) have all requisite power and
authority to execute and deliver and perform its obligations under the
applicable Founder Newco Merger Agreement and to consummate the transactions
contemplated thereby and (e) will have duly executed and delivered the
applicable Founder Newco Merger Agreement. At all times from the formation of
the Founder Newco to be formed by such Founder pursuant to Section 2.1(a) until
the Closing, (x) no Person other than such Founder shall own any equity interest
whatsoever in such Founder Newco, (y) such Founder shall own all the limited
liability company membership interests in such Founder Newco free and clear of
any Liens and Restrictions, except as may be or have been created by this
Agreement and except for its obligations under the applicable Founder Newco
Merger Agreement, and (z) such Founder Newco shall have no assets other than the
shares of United Class A Stock and United Class B Stock, dividends and
distributions paid or made with respect to the Founder Shares after the date
hereof, rights to receive all unpaid dividends or distributions declared or
otherwise payable with respect to such shares of United Common Stock, and
associated rights referred to in clause (c) of the previous sentence, and no



                                       26
<PAGE>

liabilities or obligations, known or unknown, whether absolute, accrued, fixed,
contingent or otherwise, except for its obligations under the applicable Founder
Newco Merger Agreement.

         5.4 Brokers' and Finders' Fees. There is no broker, finder, investment
banker or similar intermediary that has been retained by, or is authorized to
act on behalf of, any Founder or any officer, director or trustee thereof who
will be entitled to any fee or commission in connection with this Agreement or
upon consummation of the transactions contemplated hereby.

         5.5 Information. Such Founder has been given full access to and ample
opportunity to review such financial and other information concerning the
transactions contemplated by this Agreement as he or it has deemed necessary to
make an informed investment decision and acknowledges that each other party has
afforded it the opportunity to make inquiries and obtain information from the
other parties hereto and their respective representatives and advisors.

         5.6 Legal Proceedings. There is no Judgment outstanding, or any Legal
Proceeding by or before any Governmental Authority or any arbitrator pending, or
to such Founder's knowledge, threatened in writing, against such Founder or the
applicable Founder Newco that, individually or in the aggregate, could
reasonably be expected to have a Founder Material Adverse Effect or a United
Material Adverse Effect.

         5.7 Ownership of United Class B Stock and New United Class B Stock.
Such Founder is the record and beneficial owner of the number of shares of
United Class B Stock set forth next to such Founder's name on Schedule 2.1(a),
and after giving effect to the transactions contemplated hereby will be the
record and beneficial owner of the equivalent number of shares of New United
Class B Stock, in each case free and clear of all Liens and Restrictions, except
as set forth in Section 5.7 of the Founder Disclosure Schedule or as may be or
have been created by this Agreement or the other Transaction Documents or by
United or any of its Controlled Affiliates and except for restrictions on
transfer under federal or state securities laws.

         5.8 Investment Intent. Such Founder is acquiring shares of New United
Class B Stock pursuant to this Agreement for investment purposes only and
acknowledges that such shares may not be sold without registration under the
Securities Act and applicable state securities laws, unless an exemption
therefrom is available.

         5.9 Registration Statement; Proxy Statement. The information supplied
by such Founder in writing expressly for the purpose of inclusion in the
Registration Statement and the Proxy Statement shall not at the time the
Registration Statement is declared effective by the Commission, on the date the
Proxy Statement is first mailed to the stockholders of United, at the time of
the United Stockholders Meeting or on the Closing Date contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.



                                       27
<PAGE>


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES
                            OF UNITED AND NEW UNITED

         6.1 Representations and Warranties of United. United hereby represents
and warrants to the Liberty Parties and New United as follows, with all such
representations and warranties that speak in the present tense or refer to "the
date hereof" or similar terms being deemed to be made as of the Original
Agreement Date:

                  (a) Organization, Good Standing and Authority. United (i) is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware, (ii) has all requisite corporate power and
authority to own, lease and operate its properties and carry on its business as
now being conducted, and (iii) is duly qualified or licensed and in good
standing to do business in each jurisdiction in which the property owned, leased
or operated by it or the nature of the business conducted by it makes such
qualification necessary, except where the failure to be so duly qualified or
licensed and in good standing, individually or in the aggregate, would not have
(1) a Material Adverse Effect on United and its Subsidiaries, taken as a whole
(or, after giving effect to the United/New United Merger, the Surviving Entity
and its Subsidiaries, taken as a whole), or (2) a material adverse effect on the
ability of United or New United to perform its obligations under, and consummate
the transactions contemplated by, this Agreement and the other Transaction
Documents (each of clauses (1) and (2) above, a "United Material Adverse
Effect"). True and complete copies of the certificate of incorporation and
bylaws of United, each as amended to date, have been filed with the Commission
as exhibits to the United Commission Filings. United is not in violation of any
of the provisions of its certificate of incorporation, bylaws or other
equivalent organizational document.

                  (b) Capitalization and Ownership.

                           (i)      As of the date hereof, the total authorized
                                    shares of capital stock of United consists
                                    solely of 210,000,000 shares of United Class
                                    A Stock, 30,000,000 shares of United Class B
                                    Stock and 3,000,000 shares of Preferred
                                    Stock, par value US $0.01 per share (the
                                    "United Preferred Stock") (of which 139,031
                                    shares have been designated as Convertible
                                    Preferred Stock, Series B (the "United
                                    Series B Preferred Stock"), 425,000 shares
                                    have been designated as 7% Series C Senior
                                    Cumulative Convertible Preferred Stock (the
                                    "United Series C Preferred Stock") and
                                    287,500 shares have been designated as 7%
                                    Series D Senior Cumulative Convertible
                                    Preferred Stock (the "United Series D
                                    Preferred Stock")). The Board of Directors
                                    of United has duly authorized the creation
                                    of a new series of United Preferred Stock,
                                    consisting of 1,500 authorized shares of
                                    United Preferred Stock designated the Series
                                    E Preferred Stock ("United Series E
                                    Preferred Stock"). A true and complete copy
                                    of the Certificate of Designation to
                                    establish the United Series E Preferred
                                    Stock is attached hereto as Exhibit 6.1(b)
                                    (the "Series E Certificate of Designation").
                                    As of August 31, 2001, 86,030,256 shares of
                                    United Class A Stock (including 5,569,240
                                    shares of United Class A Stock held by UPC,
                                    but not including 35,708 shares of United
                                    Class A Stock held by United as treasury
                                    shares), 19,027,134 shares of United Class B
                                    Stock, 113,983 shares of United Series B
                                    Preferred Stock, 425,000 shares


                                       28
<PAGE>

                                    of United Series C Preferred Stock and
                                    287,500 shares of United Series D Preferred
                                    Stock were issued and outstanding. All of
                                    the outstanding shares of United Class A
                                    Stock, United Class B Stock and United
                                    Preferred Stock are duly authorized, validly
                                    issued, fully paid and nonassessable and are
                                    free and clear of any Lien or Restriction,
                                    except for Liens and Restrictions created by
                                    the holders thereof and restrictions on
                                    transfer arising under federal or state
                                    securities laws. No shares of United Series
                                    E Preferred Stock will be issued except
                                    pursuant to the Subscription Agreements as
                                    required by Section 2.1(c). Each share of
                                    United Series E Preferred Stock, when issued
                                    in accordance with the Subscription
                                    Agreements, will be duly authorized, validly
                                    issued, fully paid and nonassessable and
                                    will be free and clear of any Lien or
                                    Restriction, except pursuant to this
                                    Agreement and the other Transaction
                                    Documents and except for restrictions on
                                    transfer arising under federal or state
                                    securities laws. There are no other
                                    outstanding shares of capital stock or other
                                    securities or ownership interests of United
                                    other than shares of United Class A Stock
                                    issued after August 31, 2001 (i) upon
                                    conversion of shares of Class B Stock or
                                    United Preferred Stock outstanding at August
                                    31, 2001, (ii) paid as dividends on shares
                                    of United Series C Preferred Stock or United
                                    Series D Preferred Stock in accordance with
                                    their terms or (iii) upon the exercise of
                                    options outstanding on such date as
                                    described in the immediately following
                                    sentence that were issued under United's
                                    Stock Option Plans for Non-Employee
                                    Directors and United's 1993 Stock Option
                                    Plan (collectively, the "United Stock Option
                                    Plans," which term in the case of the 1993
                                    Stock Option Plan will include the proposed
                                    amendment to such plan in the form set forth
                                    in Paragraph A. of Section 6.1(b) of the
                                    United Disclosure Schedule if adopted by the
                                    stockholders of United at the United
                                    Stockholders Meeting; provided, however,
                                    that notwithstanding anything to the
                                    contrary in Paragraph A. of Section 6.1(b)
                                    of the United Disclosure Schedule, the
                                    parties agree that the proposed amendment to
                                    the 1993 Stock Option Plan shall provide for
                                    an increase in the number of shares of
                                    United Common Stock reserved for issuance
                                    under such plan to 39,200,000 shares (no
                                    more than 3,000,000 shares of which shall be
                                    United Class B Stock) and an increase in the
                                    maximum number of shares of United Common
                                    Stock subject to options that may be granted
                                    to any one participant under that plan in a
                                    single calendar year to 5,000,000 shares;
                                    and which term in the case of the Stock
                                    Option Plans for Non-Employee Directors,
                                    will include a proposed amendment to
                                    United's 1998 Stock Option Plan for
                                    Non-Employee Directors to provide for an
                                    increase in the number of shares of United
                                    Class A Stock reserved for issuance under
                                    such plan to 3,000,000 shares if adopted by
                                    the stockholders of United at the



                                       29
<PAGE>

                                    United Stockholders Meeting) and options
                                    issued after such date under such United
                                    Stock Option Plans in compliance with
                                    Section 7.1(h) of this Agreement. As of
                                    August 31, 2001, United had reserved (i)
                                    5,496,651 shares of United Class A Stock for
                                    issuance upon exercise of outstanding
                                    options issued pursuant to the United Stock
                                    Option Plans and (ii) 1,377,886 shares of
                                    United Class A Stock for issuance upon
                                    exercise of stock options that as of such
                                    date remained available for grant under the
                                    United Stock Option Plans. Other than the
                                    options outstanding at August 31, 2001
                                    described above or permitted to be granted
                                    thereafter as provided in Section 7.1(h) or
                                    as described in Paragraph C. of Section
                                    6.1(b) of the United Disclosure Schedule or
                                    shares of United Class B Stock and United
                                    Preferred Stock outstanding at August 31,
                                    2001 that may be converted into shares of
                                    United Class A Stock, there are no
                                    outstanding subscriptions, options,
                                    warrants, puts, calls, trusts (voting or
                                    otherwise), rights, exchangeable or
                                    convertible securities or other commitments
                                    or agreements of any nature relating to the
                                    capital stock or other securities or
                                    ownership interests of United (including any
                                    phantom shares, phantom equity interests or
                                    stock or equity appreciation rights) or
                                    obligating United, at any time or upon the
                                    happening of any event, to issue, transfer,
                                    deliver, sell, repurchase, redeem or
                                    otherwise acquire, or cause to be issued,
                                    transferred, delivered, sold, repurchased,
                                    redeemed or otherwise acquired, any of its
                                    capital stock or any phantom shares, phantom
                                    equity interests or stock or equity
                                    appreciation rights, or other ownership
                                    interests of United or obligating United to
                                    grant, extend or enter into any such
                                    subscription, option, warrant, put, call,
                                    trust, right, exchangeable or convertible
                                    security, commitment or agreement. Without
                                    limiting the generality of the foregoing (x)
                                    since June 25, 2000 United has not issued,
                                    granted or sold, or agreed to issue, grant
                                    or sell, any shares of United Class B Stock,
                                    any other High Vote Securities or any Rights
                                    to acquire any of the foregoing and (y) from
                                    the date of this Agreement until the Closing
                                    Date or the earlier termination of this
                                    Agreement, United shall not issue, grant or
                                    sell, or agree to issue, grant or sell, any
                                    shares of United Class B Stock, any other
                                    High Vote Securities or any Rights to
                                    acquire any of the foregoing, other than the
                                    Class B Options, as defined in Paragraph
                                    B.2. of Section 6.1(b) of the United
                                    Disclosure Schedule (the "Class B Options"),
                                    which Class B Options shall, if granted,
                                    have been granted in accordance with Section
                                    7.1(h). Except for the agreements listed in
                                    Section 5.1 of the Founder Disclosure
                                    Schedule, to the knowledge of United, there
                                    are no voting trusts, proxies or other
                                    agreements or understandings with respect to
                                    the voting of the capital stock or ownership
                                    interests of United.



                                       30
<PAGE>

                           (ii)     The total authorized shares of capital stock
                                    of the Surviving Entity from and after the
                                    Closing will consist solely of 1,500 shares
                                    of Surviving Entity Class A Stock, 1,500
                                    shares of Surviving Entity Class B Stock,
                                    301,500 shares of Surviving Entity Class C
                                    Stock, 139,031 shares of Convertible
                                    Preferred Stock, Series B, par value $0.01
                                    per share, 425,000 shares of 7% Series C
                                    Senior Cumulative Convertible Preferred
                                    Stock, par value $0.01 per share, and
                                    287,500 shares of 7% Series D Senior
                                    Cumulative Convertible Preferred Stock, par
                                    value $0.01 per share. As of immediately
                                    following the Closing, there will be no
                                    issued and outstanding shares of capital
                                    stock or other securities or ownership
                                    interests of the Surviving Entity other than
                                    1,500 shares of Surviving Entity Class A
                                    Stock, 1,500 shares of Surviving Entity
                                    Class B Stock and 300,000 shares of
                                    Surviving Entity Class C Stock. Pursuant to
                                    the terms of the Surviving Entity Charter,
                                    the Surviving Entity may only issue shares
                                    of the Surviving Entity's preferred stock of
                                    any series if the Board of Directors of New
                                    United first approves such issuance by the
                                    vote specified in the New United Charter.
                                    The shares of Surviving Entity Class A
                                    Stock, Surviving Entity Class B Stock and
                                    Surviving Entity Class C Stock to be issued
                                    pursuant to this Agreement and the other
                                    Transaction Documents have been duly
                                    authorized, and, when issued, will be
                                    validly issued, fully paid, nonassessable,
                                    free of preemptive rights and free of Liens
                                    and Restrictions, other than Liens or
                                    Restrictions created by the holder thereof
                                    and restrictions on transfer under federal
                                    and state securities laws. To the knowledge
                                    of United, there are no voting trusts,
                                    proxies or other agreements or
                                    understandings with respect to the voting of
                                    the capital stock or ownership interests of
                                    the Surviving Entity (other than this
                                    Agreement and the other Transaction
                                    Documents). As of the Closing Date there
                                    will be no outstanding subscriptions,
                                    options, warrants, puts, calls, trusts
                                    (voting or otherwise), rights, exchangeable
                                    or convertible securities or other
                                    commitments or agreements (other than this
                                    Agreement and the other Transaction
                                    Documents) of any nature relating to the
                                    capital stock or other securities or
                                    ownership interests of the Surviving Entity
                                    (including any phantom shares, phantom
                                    equity interests or stock or equity
                                    appreciation rights) or obligating the
                                    Surviving Entity, at any time or upon the
                                    happening of any event, to issue, transfer,
                                    deliver, sell, repurchase, redeem or
                                    otherwise acquire, or cause to be issued,
                                    transferred, delivered, sold, repurchased,
                                    redeemed or otherwise acquired, any of its
                                    capital stock or any phantom shares, phantom
                                    equity interests or stock or equity
                                    appreciation rights, or other ownership
                                    interests of the Surviving Entity or
                                    obligating the Surviving Entity to grant,
                                    extend or enter into any such subscription,
                                    option, warrant, put,



                                       31
<PAGE>

                                    call, trust, right, exchangeable or
                                    convertible security, commitment or
                                    agreement.

                  (c) Power; Authorization and Validity; Consents; No Conflicts.

                           (i)      United and its applicable Subsidiaries each
                                    has all requisite power and authority to
                                    execute and deliver and perform its
                                    obligations under this Agreement and each
                                    other Transaction Document to be executed
                                    and delivered by it pursuant to this
                                    Agreement, and to consummate the
                                    transactions contemplated hereby and
                                    thereby. The execution and delivery by
                                    United or the applicable Subsidiary thereof
                                    of this Agreement and the other Transaction
                                    Documents to which it is or will be a party
                                    and, subject to the satisfaction of the
                                    conditions set forth in this Agreement, the
                                    consummation of the transactions
                                    contemplated hereby and thereby and the
                                    performance by it of its obligations
                                    hereunder and thereunder have been duly
                                    authorized by (x) the unanimous vote of the
                                    Board of Directors of United (excluding
                                    directors designated by Liberty Media), (y)
                                    the unanimous vote of the members of the
                                    Board of Directors of United who are not
                                    Founders, Permitted Transferees of a
                                    Founder, officers or directors or designees
                                    of Liberty Media or officers or directors of
                                    United, voting separately, and (z) except
                                    for the approval of the stockholders of
                                    United, all other requisite corporate
                                    action. This Agreement has been, and each of
                                    the other Transaction Documents to be
                                    executed and delivered by United and each
                                    applicable Subsidiary thereof will be at or
                                    prior to the Closing, duly and validly
                                    executed and delivered by United or the
                                    applicable Subsidiary, as the case may be.
                                    Assuming the due execution and delivery by
                                    each Liberty Party, as applicable, this
                                    Agreement constitutes, and each of the other
                                    Transaction Documents when executed and
                                    delivered by United or the applicable
                                    Subsidiary thereof will constitute, the
                                    legal, valid and binding obligation of
                                    United or the applicable Subsidiary thereof,
                                    as the case may be, enforceable in
                                    accordance with its terms, except as such
                                    enforceability may be affected by applicable
                                    bankruptcy, reorganization, insolvency,
                                    moratorium or similar laws affecting
                                    creditors' rights generally or by general
                                    equitable principles.

                           (ii)     Except for the requirements under the HSR
                                    Act, the filing of the Certificate of Merger
                                    in connection with the United/New United
                                    Merger and any required notices, Filings,
                                    consents, approvals or waivers set forth in
                                    Paragraph A. of Section 6.1(c)(ii) of the
                                    United Disclosure Schedule that, as
                                    indicated on such Section of the United
                                    Disclosure Schedule as "Required United
                                    Consents," have not been obtained or made as
                                    of the date hereof (the "Required United
                                    Consents"), no consent, approval or waiver
                                    of, notice to, or



                                       32
<PAGE>

                                    Filing with, any other Person is required on
                                    behalf of United or any of its Subsidiaries
                                    in connection with the execution, delivery
                                    or performance by United of this Agreement
                                    or by United or its applicable Subsidiaries,
                                    as the case may be, of any of the other
                                    Transaction Documents to which it is or will
                                    be a party, or the consummation of the
                                    transactions contemplated hereby or thereby
                                    (including the United/New United Merger),
                                    the failure of which to be obtained, given
                                    or made, individually or in the aggregate,
                                    would have a United Material Adverse Effect
                                    or a New United Material Adverse Effect. The
                                    execution and delivery of this Agreement and
                                    the other Transaction Documents by United
                                    and its applicable Subsidiaries do not, and
                                    the performance by United and its applicable
                                    Subsidiaries of their respective obligations
                                    hereunder and thereunder will not, (x)
                                    assuming the approval of United's
                                    stockholders described in Section 7.2 is
                                    obtained, violate or conflict with any
                                    provision of the certificate of
                                    incorporation, bylaws, operating agreement
                                    or other organizational or governing
                                    documents of United or any of its
                                    Subsidiaries, (y) assuming that the Required
                                    United Consents of Governmental Authorities
                                    are obtained, except as described in
                                    footnote 1 to Section 6.1(c)(ii) of the
                                    United Disclosure Schedule, violate any of
                                    the terms, conditions or provisions of any
                                    Law, License or Judgment to which United or
                                    any of its Subsidiaries is subject or by
                                    which any of the foregoing or any of their
                                    respective assets are bound, except that no
                                    representation is made with respect to any
                                    foreign Law of any jurisdiction in which
                                    United does not, directly or through a
                                    Subsidiary, own assets or engage in
                                    business, or (z) assuming that the Required
                                    United Consents are given, made and
                                    obtained, result in a violation or breach
                                    of, or (with or without the giving of notice
                                    or lapse of time or both) constitute a
                                    default (or give rise to any right of
                                    termination, cancellation, amendment,
                                    acceleration, repurchase, prepayment or
                                    repayment or to increased payments) under,
                                    or give rise to or accelerate any material
                                    obligation (including any obligation to, or
                                    to offer to, repurchase, prepay, repay or
                                    make increased payments) or result in the
                                    loss or modification of any material benefit
                                    under, or result in a Lien or Restriction on
                                    any of the assets of United or any of its
                                    Subsidiaries pursuant to, any note, bond,
                                    indenture, debenture, security agreement,
                                    trust agreement, lien, mortgage, lease,
                                    agreement, contract, license, franchise,
                                    permit, guaranty, joint venture agreement,
                                    or other agreement, instrument,
                                    understanding, commitment or obligation,
                                    oral or written (collectively "Contracts"),
                                    to which United or any of its Subsidiaries
                                    is a party or by which United or any of its
                                    Subsidiaries or any of their respective
                                    assets is bound, except in the case of any
                                    Law (other than Delaware law), License or
                                    Judgment referred to in clause (y)


                                       33
<PAGE>

                                    and any Contract (other than, for purposes
                                    of Article XV only, any Contract evidencing
                                    or securing any outstanding indebtedness of
                                    United or any of its Subsidiaries or
                                    pursuant to which any such outstanding
                                    indebtedness was incurred) referred to in
                                    clause (z), as would not, individually or in
                                    the aggregate, have a United Material
                                    Adverse Effect or a New United Material
                                    Adverse Effect.

                  (d) Brokers' and Finders' Fees. Except for the amounts
disclosed in Section 6.1(d) of the United Disclosure Schedule for which United
will have sole responsibility and liability, there is no broker, finder,
investment banker or similar intermediary that has been retained by, or is
authorized to act on behalf of, United or any of its Subsidiaries or any of
their respective officers or directors who will be entitled to any fee or
commission in connection with this Agreement or upon consummation of the
transactions contemplated hereby.

                  (e) Legal Proceedings. There is no Judgment outstanding or any
Legal Proceeding by or before any Governmental Authority or any arbitrator
pending or, to United's knowledge, threatened in writing against United or any
of its Subsidiaries that, individually or in the aggregate, could reasonably be
expected to have a United Material Adverse Effect. Section 6.1(e) of the United
Disclosure Schedule identifies certain Legal Proceedings pending or threatened
against United and/or its Subsidiaries. United has provided to Liberty Media
true and complete copies of any notices or correspondence received by United or
any of its subsidiaries or by United A/P or any of its subsidiaries from any
Person since June 25, 2000 relating to any default, acceleration or breach of,
or potential default, acceleration or breach of, or dispute regarding, any
material Contract evidencing or securing any outstanding indebtedness of United
or any of its subsidiaries or United A/P or any of its subsidiaries or pursuant
to which any such outstanding indebtedness was incurred.

                  (f) Subsidiaries and Affiliates; Assets.

                           (i)      Section 6.1(f)(i) of the United Disclosure
                                    Schedule (x) lists each direct and indirect
                                    Subsidiary of United and each Person in
                                    which United directly or indirectly through
                                    a Subsidiary owns an investment accounted
                                    for by the equity method (an "Equity
                                    Affiliate"), (y) except as set forth in the
                                    final sentence of the preambulatory language
                                    to Section 6.1(f)(i) of the United
                                    Disclosure Schedule, describes the number
                                    and kind of equity interests or securities,
                                    including interests or securities
                                    convertible into or exchangeable or
                                    exercisable for any equity interest or
                                    security, in each Subsidiary and Equity
                                    Affiliate owned directly or indirectly by
                                    United (each a "United Investment") and (z)
                                    lists all material agreements to which
                                    United or any of its Subsidiaries are
                                    parties evidencing such equity interests or
                                    securities, pursuant to which such interests
                                    or securities are held, evidencing
                                    Restrictions (including Partner's Purchase
                                    Rights) affecting such interests or
                                    securities or entered into in connection
                                    with the acquisition of such interests or
                                    securities (unless all liabilities,
                                    obligations and commitments thereunder have
                                    been performed in full and there are



                                       34
<PAGE>

                                    no remaining liabilities, obligations or
                                    commitments (actual, contingent or
                                    otherwise) thereunder) (the "United
                                    Investment Agreements"). True and complete
                                    copies of the United Investment Agreements
                                    have been provided to Liberty Media. With
                                    respect to each United Investment Agreement
                                    that is not in English, United has provided
                                    to Liberty Media a true and complete summary
                                    of the material terms and conditions of such
                                    United Investment Agreement insofar as such
                                    terms and conditions relate to any
                                    representation, warranty or covenant made by
                                    United in this Agreement that is qualified
                                    by reference to the United Disclosure
                                    Schedule or to the United Investment
                                    Agreements, and the Liberty Parties may rely
                                    on each such summary as the complete
                                    articulation of the terms of the applicable
                                    United Investment Agreement as such terms
                                    relate to any representation, warranty or
                                    covenant made by United in this Agreement
                                    (notwithstanding any language to the
                                    contrary contained in any such summary).
                                    United or the applicable Subsidiary thereof
                                    has good and valid title to the United
                                    Investments, free and clear of all material
                                    Liens and Restrictions, other than as set
                                    forth in Section 6.1(f)(i) of the United
                                    Disclosure Schedule or as may have been
                                    created by this Agreement and except for
                                    restrictions on transfer under federal or
                                    state securities laws or applicable local
                                    laws. Assuming the due execution and
                                    delivery by each of the other parties
                                    thereto, the United Investment Agreements
                                    constitute legal, valid and binding
                                    obligations of United or the applicable
                                    Subsidiary that is a party to such United
                                    Investment Agreement. Except as set forth in
                                    Section 6.1(f)(i) of the United Disclosure
                                    Schedule, there is no Legal Proceeding
                                    pending, or to the best of United's
                                    knowledge, threatened in writing, against
                                    United or any of its Subsidiaries
                                    specifically relating to any of such United
                                    Investments or United Investment Agreements.

                           (ii)     Each of United's Subsidiaries and Equity
                                    Affiliates (x) is duly organized, validly
                                    existing and in good standing under the laws
                                    of the jurisdiction of its organization, (y)
                                    has all requisite power and authority to
                                    own, lease and operate its properties and to
                                    carry on its business as it is now being
                                    conducted and (z) is duly qualified to do
                                    business and is in good standing in each
                                    jurisdiction in which the properties owned,
                                    leased or operated by it, or the nature of
                                    its activities make such qualification
                                    necessary, except in each case when the
                                    failure to be in good standing, to have such
                                    power and authority or to be so duly
                                    qualified or licensed and in good standing,
                                    individually or in the aggregate, would not
                                    have a United Material Adverse Effect.

                           (iii)    Except as set forth in Section 6.1(f)(iii)
                                    of the United Disclosure Schedule, the
                                    assets owned or leased by United and its
                                    Subsidiaries


                                       35
<PAGE>

                                    are suitable and adequate for the conduct of
                                    their respective businesses and United or
                                    the applicable Subsidiary has good and valid
                                    title to or valid leasehold or other
                                    contractual interests in all such assets
                                    that are material to its business, taken as
                                    a whole, free and clear of all Liens other
                                    than Permitted Encumbrances and Liens the
                                    existence of which does not have and is not
                                    reasonably expected to have a United
                                    Material Adverse Effect.

                           (iv)     None of United or any of its Subsidiaries
                                    has guaranteed any of the liabilities of
                                    United Australia/Pacific, Inc. ("United
                                    A/P") or any of its subsidiaries, except as
                                    provided in Schedule 6.1(f)(iv). A default
                                    under or acceleration of any of the
                                    liabilities of United A/P or any of its
                                    subsidiaries, or a bankruptcy or similar
                                    event involving United A/P or any of its
                                    subsidiaries, would not (with or without the
                                    giving of notice or lapse of time or both)
                                    result in the acceleration of, or give rise
                                    to the right to accelerate, any of the debt
                                    of United or any of its Subsidiaries.

                  (g) Commission Filings; Financial Statements.

                           (i)      United has heretofore made available to
                                    Liberty Media the following, in the form
                                    filed with the Commission (in each case
                                    together with all exhibits and schedules
                                    filed therewith and amendments thereto filed
                                    prior to the date of this Agreement) (the
                                    "United Commission Filings"): (A) United's
                                    Annual Reports on Form 10-K for the fiscal
                                    years ended February 29, 1996, February 28,
                                    1997, and the transition report for the ten
                                    months ended December 31, 1998, as amended
                                    by Form 10-K/A, and the Annual Reports on
                                    Form 10-K for the fiscal years ended
                                    December 31, 1999 and 2000 (the last such
                                    report being the "United Form 10-K"), (B)
                                    United's Quarterly Reports on Form 10-Q for
                                    the fiscal quarters ended June 30, 2001 (the
                                    "United June 10-Q") and September 30, 2001,
                                    (C) UPC's Annual Reports on Form 10-K for
                                    the fiscal years ended December 31, 1998,
                                    1999 and 2000 (the last such report being
                                    the "UPC Form 10-K"), (D) UPC's Quarterly
                                    Reports on Form 10-Q for the fiscal quarters
                                    ended June 30, 2001 (the "UPC June 10-Q")
                                    and September 30, 2001, (E) all definitive
                                    proxy and information statements relating to
                                    meetings of United's and UPC's stockholders
                                    since January 1, 1997 to the date of this
                                    Agreement, and (F) all other reports,
                                    registration statements, forms and other
                                    documents filed by United and its
                                    Subsidiaries with the Commission since
                                    January 1, 1997 to the date of this
                                    Agreement (all such documents referred to in
                                    this clause (F) filed in 2001 and publicly
                                    available on or prior to April 2, 2001 (each
                                    in the form publicly available on April 2,
                                    2001), together with the United Form 10-K
                                    and the UPC Form 10-K (each in the form
                                    publicly available on April 2, 2001), and
                                    the United June 10-Q and the UPC June 10-



                                       36
<PAGE>

                                    Q (each in the form publicly available on
                                    August 14, 2001), the "United 2001
                                    Commission Filings"). The filings made
                                    available pursuant to the preceding sentence
                                    constitute all of the reports, registration
                                    statements, proxy or information statements,
                                    documents and forms (other than preliminary
                                    material) that United and its Subsidiaries
                                    have been required to file with the
                                    Commission since January 1, 1997. All such
                                    filings and all reports, registration
                                    statements, proxy or information statements
                                    and other documents filed by United and its
                                    Subsidiaries with the Commission on or after
                                    the date hereof but prior to the Closing
                                    Date (x) complied, or will comply, in all
                                    material respects with the Securities Act or
                                    the Exchange Act, as the case may be, and
                                    the rules and regulations under each such
                                    Act, and (y) did not at the time they were
                                    filed, and will not at the time they are
                                    filed, with the Commission contain any
                                    untrue statement of a material fact or omit
                                    to state a material fact required to be
                                    stated therein or necessary in order to make
                                    the statements made therein, in the light of
                                    the circumstances in which they were made,
                                    not misleading.

                           (ii)     Except as disclosed in Section 6.1(g) of the
                                    United Disclosure Schedule, each of the
                                    consolidated financial statements (including
                                    the notes thereto) contained in the United
                                    Commission Filings and each other report,
                                    registration statement, form and other
                                    document filed by United and its
                                    Subsidiaries with the Commission from and
                                    after the date hereof was or will be
                                    prepared in accordance with GAAP
                                    consistently applied (except as may be
                                    indicated in the notes thereto) and
                                    Regulation S-X under the Exchange Act and
                                    fairly presents or will fairly present the
                                    consolidated financial position, results of
                                    operations and cash flows of the registrant
                                    and its consolidated subsidiaries as of the
                                    respective dates thereof and for the
                                    respective periods indicated therein subject
                                    in the case of unaudited interim financial
                                    statements to normal recurring year-end
                                    adjustments.

                           (iii)    Except (i) for liabilities and obligations
                                    imposed under or pursuant to this Agreement,
                                    the other Transaction Documents or the
                                    United Investment Agreements or (ii) as
                                    reflected in the United 2001 Commission
                                    Filings or in Section 6.1(g) of the United
                                    Disclosure Schedule, neither United nor any
                                    of its Subsidiaries has any liability,
                                    obligation or commitment of any kind or
                                    nature, whether due or to become due,
                                    whether absolute, accrued, fixed or
                                    contingent or otherwise, that in any case or
                                    in the aggregate is or may be material to
                                    the business, assets, results of operations
                                    or financial condition of United and its
                                    Subsidiaries taken as a whole, except
                                    liabilities and obligations that arose since
                                    June 30, 2001 in the ordinary course of
                                    business or that arise from changes in
                                    general business or economic conditions or
                                    from events affecting



                                       37
<PAGE>

                                    the industries in which United and its
                                    Subsidiaries operate generally (none of
                                    which has resulted or is reasonably likely
                                    to result in a United Material Adverse
                                    Effect or a New United Material Adverse
                                    Effect).

                  (h) Absence of Certain Developments. Since June 30, 2001,
other than as otherwise permitted, contemplated or required by this Agreement or
the other Transaction Documents, (x) the business of United and each of its
Subsidiaries has been operated only in the ordinary course, (y) to United's
knowledge, except to the extent disclosed in Section 6.1(h) of the United
Disclosure Schedule, no event has occurred and no condition exists that,
individually or together with other events and conditions, has had or, insofar
as United can reasonably foresee, is reasonably likely to have, a United
Material Adverse Effect or a New United Material Adverse Effect, and (z) there
has been no material change in the accounting methods, practices or policies of
United or any of its Subsidiaries except as required by changes in GAAP.

                  (i) Legal Compliance. Except as set forth in the United 2001
Commission Filings or in Section 6.1(i) of the United Disclosure Schedule,
United and its Subsidiaries (x) are in compliance with, and have conducted their
respective businesses so as to comply with, the terms of their respective
Licenses and all applicable Laws, and (y) have all Licenses that are required to
operate their respective businesses, except in such cases where the failure to
so comply or to have such Licenses, either individually or in the aggregate, has
not had and is not reasonably expected to have a United Material Adverse Effect
or a New United Material Adverse Effect. Without limiting the generality of the
foregoing, the operations of the businesses, assets and facilities of United
and, to United's knowledge, its Subsidiaries are in compliance with all
applicable Environmental and Health Laws, if any, except where the failure to
comply has not had and is not reasonably expected to have a United Material
Adverse Effect or a New United Material Adverse Effect.

                  (j) Taxes. Except as otherwise set forth in Section 6.1(j) of
the United Disclosure Schedule:

                           (i)      Each of United and each of United's
                                    Subsidiaries identified in Paragraph A. of
                                    Section 6.1(j) of the United Disclosure
                                    Schedule (the "Material United
                                    Subsidiaries") has timely filed all material
                                    Tax Returns that it was required to file.
                                    All such Tax Returns are true and complete
                                    in all material respects. All material Taxes
                                    owed by United and the Material United
                                    Subsidiaries (whether or not shown on any
                                    Tax Return) have been timely paid. There are
                                    no Liens for material Taxes (other than for
                                    current Taxes not yet due and payable or for
                                    items being contested in good faith and for
                                    which there are adequate reserves in
                                    accordance with GAAP on the books of the
                                    applicable entity) on any of the assets of
                                    United or the Material United Subsidiaries.

                           (ii)     Each of United and each of the Material
                                    United Subsidiaries has withheld and paid
                                    all material Taxes required to have been



                                       38
<PAGE>

                                    withheld and paid in connection with amounts
                                    paid or owing to any employee, independent
                                    contractor or other third party.

                           (iii)    No material deficiencies for any Taxes have
                                    been proposed, asserted or assessed against
                                    United or any of the Material United
                                    Subsidiaries that are not adequately
                                    reserved for in accordance with GAAP in all
                                    cases applied on a consistent basis. No Tax
                                    Returns of United or any of the Material
                                    United Subsidiaries are currently the
                                    subject of an audit.

                           (iv)     None of United or the Material United
                                    Subsidiaries has any current non-contingent
                                    liability for the Taxes of any Person (other
                                    than United and its Subsidiaries) under
                                    Treasury Regulations Section 1.1502-6 (or
                                    any similar provision of state, local, or
                                    foreign law), as a transferee or successor,
                                    by Contract, or otherwise.

                           (v)      If the income of United or any of the
                                    Material United Subsidiaries was required
                                    under federal, state, local, or foreign tax
                                    rules, to be included on a consolidated,
                                    unitary, combined or other such Tax Return
                                    filed by a Person other than any of United
                                    or the Material United Subsidiaries, each
                                    such group has filed all material Tax
                                    Returns that it was required to file with
                                    respect to United or any of the Material
                                    United Subsidiaries for each period during
                                    which United or any of the Material United
                                    Subsidiaries was a member of such group. All
                                    such material Tax Returns were correct and
                                    complete in all material respects insofar as
                                    they relate to United and the Material
                                    United Subsidiaries. All material Taxes owed
                                    by such group with respect to United and the
                                    Material United Subsidiaries (whether or not
                                    shown on a Tax Return) have been paid for
                                    each taxable period during which United or
                                    any of the Material United Subsidiaries was
                                    a member of its respective group.

                           (vi)     The normal period within which to examine
                                    and/or assess Taxes on the income of United
                                    or any of the Material United Subsidiaries
                                    has not been extended with respect to any
                                    such Person by waiver of, or agreement to
                                    extend, the applicable statute of
                                    limitations or otherwise.

                           (vii)    Neither United nor any of the Material
                                    United Subsidiaries has filed a consent
                                    under Section 341(f) of the Code.

                           (viii)   Neither United nor any of the Material
                                    United Subsidiaries has made any payments,
                                    nor are any of them obligated to make any
                                    payments, and none of them is a party to any
                                    agreement that under certain circumstances
                                    could obligate it to make any payments as a
                                    result of the transactions contemplated by
                                    this Agreement or the other Transaction
                                    Documents or otherwise to any employee,



                                       39
<PAGE>

                                    member, officer or director of, or any
                                    independent contractor or other person who
                                    performs personal services for, any of
                                    United or any of the Material United
                                    Subsidiaries who is a "disqualified
                                    individual" (as such term is defined in
                                    proposed Treasury Regulation section
                                    1.280G-1) under any employment, severance or
                                    termination agreement, other compensation
                                    arrangement or employee benefit plan
                                    currently in effect which would be
                                    characterized as an "excess parachute
                                    payment" (as such term is defined in Section
                                    280G(b)(1) of the Code).

                           (ix)     United has not taken any action and has no
                                    present plan or intention to take any action
                                    that would cause the transactions
                                    contemplated hereby or by the other
                                    Transaction Documents not to qualify as a
                                    tax-free transaction pursuant to Section 351
                                    of the Code.

                           (x)      Neither United nor any of the Material
                                    United Subsidiaries is a party to any tax
                                    sharing or allocation agreement with any
                                    other Person.

                           (xi)     Other than the Material United Subsidiaries,
                                    none of United's subsidiaries would,
                                    individually or all such subsidiaries
                                    considered in the aggregate, constitute a
                                    "significant subsidiary" of United as such
                                    term is defined in Section 1-02(w) of
                                    Regulation S-X promulgated under the
                                    Exchange Act; provided that, for such
                                    purposes the term "5 percent" shall be
                                    substituted in each instance in which the
                                    term "10 percent" appears in Section 1-02(w)
                                    of Regulation S-X.

                  (k) Contracts and Commitments. Except for Contracts entered
into after June 30, 2001 that are disclosed in Section 6.1(k) of the United
Disclosure Schedule, all Contracts to which United or any of its Subsidiaries is
a party or by which any of them or their respective businesses or assets are
bound that are to be performed in whole or in part after the date hereof and
that are required to be filed with the Commission as "material contracts"
pursuant to Item 601 of Regulation S-K have been filed with the United 2001
Commission Filings. Except as disclosed in Section 6.1(k) of the United
Disclosure Schedule, there is no material Contract or Judgment binding upon
United or any of its Subsidiaries (i) that has had or could reasonably be
expected to have the effect of prohibiting or materially impairing any current
business practice of, or the conduct of business as currently conducted by,
United or its Subsidiaries or limiting the right of United or any of its
Subsidiaries to compete in any line of business, (ii) that purports to or would
bind New United or any of its Subsidiaries or any of the Liberty Parties or any
of their respective Affiliates after giving effect to the transactions
contemplated hereby or (iii) in respect of which, whether before or after giving
effect to the transactions contemplated hereby or by the other Transaction
Documents, any act or omission of any of the Liberty Parties or any of their
respective Affiliates would result in a violation or breach thereof, or
constitute (with or without the giving of notice or lapse of time or both), or
permit any Person to declare, a default or event of default thereunder, or give
rise to any right of termination, cancellation, amendment,



                                       40
<PAGE>

acceleration, repurchase, prepayment or repayment or to increased payments
thereunder, or give rise to or accelerate any obligation (including, without
limitation, any obligation to, or to offer to, repurchase, prepay, repay or make
increased payments) or result in the loss or modification of any rights or
benefits thereunder, or result in any Lien or Restriction on any of the assets
of, or otherwise have any material adverse effect on, United or any of its
Affiliates. True and complete copies of all Contracts listed in the United
Commission Filings or in Section 6.1(k) of the United Disclosure Schedule have
been provided to Liberty Media. Each of United and its Subsidiaries has
fulfilled in all material respects, or taken all actions necessary to enable it
to fulfill in all material respects when due, its obligations under each of such
Contracts to which it is a party, and none of United or any or its Subsidiaries
is in breach or violation of, or in default (with or without the giving of
notice or lapse of time or both) under any of such Contracts, which breach,
violation or default individually or in the aggregate would reasonably be
expected to have a United Material Adverse Effect or a New United Material
Adverse Effect.

                  (l) Intangible Property. Except as set forth in the United
2001 Commission Filings or Section 6.1(l) of the United Disclosure Schedule, one
or more of United and its Subsidiaries owns, or is licensed or otherwise
possesses legally enforceable rights to use, all Intellectual Property that is
used in the business of United and its Subsidiaries as currently conducted,
except to the extent that the failure to have such rights has not had and is not
reasonably likely to have a United Material Adverse Effect. Except as set forth
in the United 2001 Commission Filings or Section 6.1(l) of the United Disclosure
Schedule and except, in the case of clauses (iii) and (iv), to the extent that
any of the following has not had and is not reasonably likely to have a United
Material Adverse Effect, (i) neither United nor any of its Subsidiaries has
received notice of any claim of infringement of the rights of others with
respect to any patents, trademarks, service marks, trade names, copyrights or
other Intellectual Property used or owned by United or any of its Subsidiaries,
(ii) neither United nor any of its Subsidiaries has any knowledge that United or
any of its Subsidiaries is infringing upon or otherwise violating, or has
infringed upon or otherwise violated, the rights of any third party with respect
to any patent, trademark, trade name, service mark, copyright or other
Intellectual Property, (iii) no current or former employee of United or any of
its Subsidiaries is or was a party to any confidentiality agreement and/or
agreement not to compete that restricts or forbids such employee's performance
of any activity that such employee was hired to perform, and (iv) none of United
or any of its Subsidiaries is currently using or has in the past used without
appropriate authorization, any confidential information or trade secrets of any
third party. Since January 1, 1997, neither United nor any of its Subsidiaries
has received any notice alleging such conduct.

                  (m) Interested Party Transactions. Except to the extent
reflected in the United 2001 Commission Filings, Section 6.1(m) of the United
Disclosure Schedule lists all transactions between United or any of its
Subsidiaries, on the one hand, and any director, executive officer (or immediate
family member of such director or executive officer) or stockholder of United or
(other than United) any of its Subsidiaries, on the other hand, in which the
amount involved exceeds US $60,000 that is required to be disclosed pursuant to
Item 404 of Regulation S-K under the Exchange Act, other than transactions
required or permitted by this Agreement or the other Transaction Documents and
transactions otherwise disclosed in the United Disclosure Schedule or pursuant
to Contracts so disclosed.



                                       41
<PAGE>

                  (n) Minute Books. United has made available to Liberty Media
copies of the minute books of United and each of its wholly owned Subsidiaries.
Such minute books contain summaries of all meetings of directors and
shareholders or actions by written consent since the time of the applicable
Person's incorporation or organization, and such summaries are true and complete
in all material respects and reflect all transactions referred to in such
minutes accurately in all material respects.

                  (o) DGCL Section 203 and Similar Laws. Prior to the execution
hereof, the respective Boards of Directors of United and each of its
Subsidiaries approved each of the transactions contemplated by this Agreement
and the other Transaction Documents to the extent necessary to render
inapplicable thereto the limitations on business combinations contained in
Section 203 of the Delaware General Corporation Law and any similar provision of
any other Law.

                  (p) Company Action. The Board of Directors of United (at a
meeting duly called and held) has by (i) the unanimous vote of the Board of
Directors of United (excluding directors designated by Liberty Media) and (ii)
the unanimous vote of the members of the Board of Directors of United who are
not Founders, Permitted Transferees of a Founder, officers or directors or
designees of Liberty Media or officers or directors of United, voting
separately: (A) determined and declared that this Agreement, the other
Transaction Documents (including the United/New United Merger Agreement) and the
transactions contemplated hereby and thereby (including the United/New United
Merger) are advisable and in the best interests of United and its stockholders,
(B) directed that such transactions (including the United/New United Merger) be
submitted for consideration by United's stockholders at a special meeting of
stockholders, and (C) adopted resolutions approving this Agreement and the other
Transaction Documents and recommending approval and adoption hereof and thereof
and of such transactions by United's stockholders.

                  (q) Fairness Opinions. Prior to the Amendment Date, the Board
of Directors of United has received the written opinion of Morgan Stanley & Co.
Incorporated ("Morgan Stanley"), satisfactory in form, scope and substance to
United, as required pursuant to Section 4.11 of the Indenture with respect to
the transactions contemplated by the Stock Purchase Agreements, dated as of the
Original Agreement Date, between Liberty UCOMA LLC, a Delaware limited liability
company, and United (the "Stock Purchase Fairness Opinion"). Prior to the
Amendment Date, United has provided Liberty Media with a true and complete copy
of the Stock Purchase Fairness Opinion, and Liberty Media hereby acknowledges
receipt thereof.

                  (r) Vote Required. The only vote of stockholders of United
required under the DGCL, NASD requirements and the certificate of incorporation
and bylaws of United in order to approve the transactions contemplated by this
Agreement and the other Transaction Documents is the affirmative vote in favor
of the United/New United Merger and the other transactions contemplated by this
Agreement and the other Transaction Documents of a majority of the total number
of votes entitled to be cast by the holders of the issued and outstanding shares
of United Class A Stock and United Class B Stock voting as a single class, and
no other vote or approval of or other action by the holders of any capital stock
of United is required for such approval or for the consummation of any of the
transactions contemplated hereby or by the other Transaction Documents.



                                       42
<PAGE>

                  (s) No Investment Company. United is not an "investment
company" subject to the registration requirements of, or regulation as an
investment company under, the Investment Company Act of 1940.

                  (t) Registration Statement; Proxy Statement. The Registration
Statement and the Proxy Statement, except for any information supplied by any
Liberty Party in writing expressly for purpose of inclusion therein, shall not
at the time the Registration Statement is declared effective by the Commission,
on the date the Proxy Statement is first mailed to the stockholders of United,
at the time of the United Stockholders Meeting or on the Closing Date contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

                  (u) [Reserved.]

                  (v) Priority Telecom. Neither United nor any of its
Subsidiaries (including UPC and its Subsidiaries) has taken, or permitted to be
taken, any action to satisfy a Stock Purchase Option (as defined in the Priority
Telecom Shareholders Agreement) through the issuance or delivery of securities
of United or UPC.

         6.2 Representations and Warranties of New United. Assuming the accuracy
of the representations and warranties of the Liberty Parties and the Founders
contained in this Agreement and except as disclosed in the Liberty Disclosure
Schedule, New United hereby represents and warrants to the Liberty Parties and
the Founders as follows, with all such representations and warranties that speak
in the present tense or refer to "the date hereof" or similar terms being deemed
to be made as of the Original Agreement Date:

                  (a) Organization, Good Standing and Authority. Each of New
United and its Subsidiaries (i) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (ii) has all
requisite power and authority to own, lease and operate its properties and carry
on its business as now being conducted, and (iii) is duly qualified or licensed
and in good standing to do business in each jurisdiction in which the property
owned, leased or operated by it or the nature of the business conducted by it
makes such qualification necessary, except where the failure to be so duly
qualified or licensed and in good standing, individually or in the aggregate,
would not have (1) a Material Adverse Effect on New United and its Subsidiaries,
taken as a whole, or (2) a material adverse effect on the ability of New United
to perform its obligations under, and consummate the transactions contemplated
by, this Agreement and the other Transaction Documents (each of clauses (1) and
(2) above, a "New United Material Adverse Effect"). True and complete copies of
the New United Charter (in the form in which it will be restated pursuant to
Section 2.1(b)), the New United By-laws (in the form in which they will be
restated pursuant to Section 2.1(b)), and United/New United Merger Sub's
Certificate of Incorporation (the "United/New United Merger Sub Charter") and
By-laws (the "United/New United Merger Sub By-laws") are attached hereto as
Exhibits 2.1(b)-1, 2.1(b)-2, 6.2(a)-1 and 6.2(a)-2, respectively. New United has
heretofore provided Liberty with true and complete copies of the Certificate of
Incorporation and By-laws of New United as in effect on the date hereof. Neither
New United nor United/New United Merger Sub is in violation of any of the
provisions of its Certificate of Incorporation or By-laws.



                                       43
<PAGE>

         (b) Capital Stock.

                           (i)      The total authorized shares of capital stock
                                    of New United consists solely of one share
                                    of Common Stock, par value US $0.01 per
                                    share ("Existing New United Common Stock").
                                    As of the date hereof there are no issued or
                                    outstanding shares of Existing New United
                                    Common Stock other than one share of
                                    Existing New United Common Stock held,
                                    beneficially and of record, by Schneider. As
                                    of the date hereof there are no outstanding
                                    subscriptions, options, warrants, puts,
                                    calls, trusts (voting or otherwise), rights,
                                    exchangeable or convertible securities or
                                    other commitments or agreements of any
                                    nature (other than this Agreement and the
                                    other Transaction Documents) relating to the
                                    capital stock or other securities or
                                    ownership interests of New United (including
                                    any phantom shares, phantom equity interests
                                    or stock or equity interests or stock or
                                    equity appreciation rights) or obligating
                                    New United at any time or upon the happening
                                    of any event, to issue, transfer, deliver,
                                    sell, repurchase, redeem or otherwise
                                    acquire, or cause to be issued, transferred,
                                    delivered, sold, repurchased, redeemed or
                                    otherwise acquired, any of its capital stock
                                    or any phantom shares, phantom equity
                                    interests or stock or equity appreciation
                                    rights, or other ownership interests of New
                                    United or obligating New United to grant,
                                    extend or enter into any such subscription,
                                    option, warrant, put, call, trust, right,
                                    exchangeable or convertible security,
                                    commitment or agreement. As of immediately
                                    prior to the Closing, the total authorized
                                    shares of capital stock of New United will
                                    consist solely of 1,000,000,000 shares of
                                    New United Class A Stock, 1,000,000,000
                                    shares of New United Class B Stock,
                                    400,000,000 shares of New United Class C
                                    Stock and 10,000,000 shares of Preferred
                                    Stock, par value US $0.01 per share (the
                                    "New United Preferred Stock"). No series of
                                    New United Preferred Stock will have been
                                    designated as of immediately prior to the
                                    Closing. As of immediately prior to the
                                    Closing there will be no issued or
                                    outstanding shares of capital stock or other
                                    securities or ownership interests of New
                                    United other than one share of New United
                                    Class A Stock held, beneficially and of
                                    record, by Schneider. As of immediately
                                    prior to the Closing there will be no
                                    outstanding subscriptions, options,
                                    warrants, puts, calls, trusts (voting or
                                    otherwise), rights, exchangeable or
                                    convertible securities or other commitments
                                    or agreements of any nature (other than this
                                    Agreement and the other Transaction
                                    Documents) relating to the capital stock or
                                    other securities or ownership interests of
                                    New United (including any phantom shares,
                                    phantom equity interests or stock or equity
                                    appreciation rights) or obligating New
                                    United, at any time or upon the happening of
                                    any event, to issue, transfer, deliver,
                                    sell, repurchase, redeem or otherwise
                                    acquire, or cause to be issued,



                                       44
<PAGE>

                                    transferred, delivered, sold, repurchased,
                                    redeemed or otherwise acquired, any of its
                                    capital stock or any phantom shares, phantom
                                    equity interests or stock or equity
                                    appreciation rights, or other ownership
                                    interests of New United or obligating New
                                    United to grant, extend or enter into any
                                    such subscription, option, warrant, put,
                                    call, trust, right, exchangeable or
                                    convertible security, commitment or
                                    agreement. As of immediately prior to the
                                    Closing, the shares of New United Class A
                                    Stock, New United Class B Stock and New
                                    United Class C Stock to be issued pursuant
                                    to this Agreement and the other Transaction
                                    Documents will have been duly authorized,
                                    and, when issued, will be validly issued,
                                    fully paid, nonassessable, free of
                                    preemptive rights and free of Liens and
                                    Restrictions, other than Liens or
                                    Restrictions created by the holder thereof
                                    and restrictions on transfer under federal
                                    and state securities laws. To the knowledge
                                    of New United, except as set forth in
                                    Section 5.1 of the Founders Disclosure
                                    Schedule there are no voting trusts, proxies
                                    or other agreements or understandings with
                                    respect to the voting of the capital stock
                                    or ownership interests of New United (other
                                    than this Agreement and the other
                                    Transaction Documents).

                           (ii)     The total authorized shares of capital stock
                                    of United/New United Merger Sub consists
                                    solely of 15 shares of Class A Common Stock,
                                    par value US $0.01 per share, 15 shares of
                                    United/New United Merger Sub Class B Stock
                                    and 3,000 shares of United/New United Merger
                                    Sub Class C Stock. As of the date hereof
                                    there are, and as of immediately prior to
                                    the Closing there will be, no issued or
                                    outstanding shares of capital stock or other
                                    securities or ownership interests of
                                    United/New United Merger Sub other than 15
                                    shares of United/New United Merger Sub Class
                                    B Stock and 3,000 shares of United/New
                                    United Merger Sub Class C Stock all of which
                                    is held by New United. As of the date hereof
                                    there are, and as of the Closing Date there
                                    will be, no outstanding subscriptions,
                                    options, warrants, puts, calls, trusts
                                    (voting or otherwise), rights, exchangeable
                                    or convertible securities or other
                                    commitments or agreements (other than this
                                    Agreement and the other Transaction
                                    Documents) of any nature relating to the
                                    capital stock or other securities or
                                    ownership interests of United/New United
                                    Merger Sub (including any phantom shares,
                                    phantom equity interests or stock or equity
                                    appreciation rights) or obligating
                                    United/New United Merger Sub, at any time or
                                    upon the happening of any event, to issue,
                                    transfer, deliver, sell, repurchase, redeem
                                    or otherwise acquire, or cause to be issued,
                                    transferred, delivered, sold, repurchased,
                                    redeemed or otherwise acquired, any of its
                                    capital stock or any phantom shares, phantom
                                    equity interests or stock or equity
                                    appreciation rights, or other ownership
                                    interests of United/New United Merger Sub or
                                    obligating United/New


                                       45
<PAGE>

                                    United Merger Sub to grant, extend or enter
                                    into any such subscription, option, warrant,
                                    put, call, trust, right, exchangeable or
                                    convertible security, commitment or
                                    agreement. The outstanding shares of
                                    United/New United Merger Sub Class B Stock
                                    and United/New United Merger Sub Class C
                                    Stock are duly authorized, validly issued,
                                    fully paid, nonassessable, free of
                                    preemptive rights and free of Liens and
                                    Restrictions, other than as may have been
                                    created by this Agreement or the other
                                    Transaction Documents and except for
                                    restrictions on transfer under federal or
                                    state securities laws.

                  (c) Power; Authorization and Validity; Consents; No Conflicts.

                           (i)      Each of New United and United/New United
                                    Merger Sub has all requisite power and
                                    authority to execute and deliver and perform
                                    its obligations under this Agreement and
                                    each other Transaction Document to be
                                    executed and delivered by it pursuant to
                                    this Agreement, and to consummate the
                                    transactions contemplated hereby and
                                    thereby. The execution and delivery by such
                                    party of this Agreement and the other
                                    Transaction Documents to which it is or will
                                    be a party, and, subject to the satisfaction
                                    of the conditions set forth in this
                                    Agreement, the consummation of the
                                    transactions contemplated hereby and thereby
                                    (including the United/New United Merger) and
                                    the performance by it of its obligations
                                    hereunder and thereunder have been duly
                                    authorized by the respective Boards of
                                    Directors of each of New United and
                                    United/New United Merger Sub and by all
                                    other requisite corporate action on the part
                                    of such parties. This Agreement has been,
                                    and each of the other Transaction Documents
                                    to be executed and delivered by New United
                                    or United/New United Merger Sub will be at
                                    or prior to the Closing, duly and validly
                                    executed and delivered by such party.
                                    Assuming the due execution and delivery by
                                    the other parties hereto or thereto, this
                                    Agreement constitutes, and each of the other
                                    Transaction Documents when executed and
                                    delivered by the applicable of New United or
                                    United/New United Merger Sub will
                                    constitute, the legal, valid and binding
                                    obligation of such party, enforceable in
                                    accordance with its terms, except as such
                                    enforceability may be affected by applicable
                                    bankruptcy, reorganization, insolvency,
                                    moratorium or similar laws affecting
                                    creditors' rights generally or by general
                                    equitable principles.

                           (ii)     Except for the requirements under the HSR
                                    Act, the filing of the Certificate of Merger
                                    in connection with the United/New United
                                    Merger, the filing of the certificates or
                                    articles of merger, as applicable, in
                                    connection with the Founder Newco Mergers,
                                    and the Required United Consents, no
                                    consent, approval or waiver of, notice to,
                                    or Filing with, any other Person is required
                                    on behalf of


                                       46
<PAGE>

                                    New United or any of its Subsidiaries in
                                    connection with the execution, delivery or
                                    performance by New United or United/New
                                    United Merger Sub of this Agreement or any
                                    of the other Transaction Documents to which
                                    any of them is or will be a party, or the
                                    consummation of the transactions
                                    contemplated hereby or thereby (including
                                    the United/New United Merger and the Founder
                                    Newco Mergers), the failure of which to be
                                    obtained, given or made, individually or in
                                    the aggregate, would have a New United
                                    Material Adverse Effect. The execution and
                                    delivery of this Agreement and the other
                                    Transaction Documents by New United and
                                    United/New United Merger Sub do not, and the
                                    performance by them of their respective
                                    obligations hereunder and thereunder will
                                    not, (x) violate or conflict with any
                                    provision of the certificate of
                                    incorporation, bylaws, operating agreement
                                    or other organizational or governing
                                    documents of New United or any of its
                                    Subsidiaries, (y) assuming that the Required
                                    United Consents of Governmental Authorities
                                    are obtained, violate any of the terms,
                                    conditions or provisions of any Law, License
                                    or Judgment to which New United or any of
                                    its Subsidiaries is subject or by which any
                                    of the foregoing or any of their respective
                                    assets are bound, except that no
                                    representation is made with respect to any
                                    foreign Law of any jurisdiction in which
                                    neither New United nor United, directly or
                                    through a Subsidiary, owns assets or engages
                                    in business, or (z) result in a violation or
                                    breach of, or (with or without the giving of
                                    notice or lapse of time or both) constitute
                                    a default (or give rise to any right of
                                    termination, cancellation, amendment,
                                    acceleration, repurchase, prepayment or
                                    repayment or to increased payments) under or
                                    give rise to or accelerate any material
                                    obligation (including any obligation to, or
                                    to offer to, repurchase, prepay, repay or
                                    make increased payments) or result in the
                                    loss or modification of any material benefit
                                    under, or result in a Lien or Restriction on
                                    any of the assets of New United or any of
                                    its Subsidiaries pursuant to, any Contract
                                    to which New United or any of its
                                    Subsidiaries is a party or by which New
                                    United or any of its Subsidiaries or any of
                                    their respective assets is bound, except, in
                                    the case of any Law (other than Delaware
                                    law), License or Judgment referred to in
                                    clause (y), as would not have a New United
                                    Material Adverse Effect.

                  (d) Brokers' and Finders' Fees. There is no broker, finder,
investment banker or similar intermediary that has been retained by, or is
authorized to act on behalf of, New United or any of its Subsidiaries or any of
their respective officers or directors who will be entitled to any fee or
commission in connection with this Agreement or upon consummation of the
transactions contemplated hereby.

                  (e) Legal Proceedings. There is no Judgment outstanding or any
Legal Proceeding by or before any Governmental Authority or any arbitrator
pending or, to New


                                       47
<PAGE>

United's knowledge, threatened in writing, against New United or any of its
Subsidiaries that, individually or in the aggregate, could reasonably be
expected to have a New United Material Adverse Effect.

                  (f) Assets. The assets owned or leased by New United and its
Subsidiaries are suitable and adequate for the conduct of their respective
businesses and New United or the applicable Subsidiary has good and valid title
to or valid leasehold or other contractual interests in all such assets that are
material to its business, taken as a whole, free and clear of all Liens and
Restrictions other than Permitted Encumbrances and Liens the existence of which
does not have and is not reasonably expected to have a New United Material
Adverse Effect. As of the date hereof and as of immediately prior to the
Closing, New United and United/New United Merger Sub have no material assets
other than their rights under this Agreement and the other Transaction Documents
and other than, in the case of New United, the stock of United/New United Merger
Sub, and have not conducted or engaged in any business other than executing,
delivering and performing their respective obligations under this Agreement and
the other Transaction Documents.

                  (g) Commission Filings; Financial Statements; Liabilities.

                           (i)      All reports, registration statements, proxy
                                    or information statements and other
                                    documents filed by New United and its
                                    Subsidiaries with the Commission after the
                                    date hereof (each a "New United Commission
                                    Filing") (x) will comply with the Securities
                                    Act or the Exchange Act, as the case may be,
                                    and the rules and regulations under each
                                    such Act, and (y) will not at the time they
                                    are filed with the Commission contain any
                                    untrue statement of a material fact or omit
                                    to state a material fact required to be
                                    stated therein or necessary in order to make
                                    the statements made therein, in the light of
                                    the circumstances in which they were made,
                                    not misleading.

                           (ii)     Each of the consolidated financial
                                    statements (including the notes thereto)
                                    contained in the New United Commission
                                    Filings will be prepared in accordance with
                                    GAAP consistently applied (except as may be
                                    indicated in the notes thereto) and
                                    Regulation S-X under the Exchange Act and
                                    fairly present the consolidated financial
                                    position, results of operations and cash
                                    flows of the registrant and its consolidated
                                    subsidiaries as at the respective dates
                                    thereof and for the respective periods
                                    indicated therein, subject in the case of
                                    unaudited interim financial statements to
                                    normal recurring year-end adjustments.

                           (iii)    As of the date hereof and as of immediately
                                    prior to the Closing, except for their
                                    respective obligations expressly provided
                                    for in (A) this Agreement and the other
                                    Transaction Documents to which they are
                                    party, and (B) the agreements described on
                                    Schedule 6.2(g)(iii), New United and
                                    United/New United Merger Sub have


                                       48
<PAGE>

                                    no, and following the United/New United
                                    Merger, New United and its Subsidiaries will
                                    have no, liability, commitment or obligation
                                    of any kind or nature, whether due or to
                                    become due, whether absolute, accrued, fixed
                                    or contingent or otherwise. As of
                                    immediately following the Closing, New
                                    United and its Subsidiaries will have no
                                    liability, commitment or obligation of any
                                    kind or nature, whether due or to become
                                    due, whether absolute, accrued, fixed or
                                    contingent or otherwise, other than (i) in
                                    the case of Subsidiaries of New United,
                                    liabilities, commitments and obligations of
                                    Liberty Sub, which liabilities, commitments
                                    and obligations were in existence
                                    immediately prior to the Closing and (ii)
                                    liabilities, obligations and commitments of
                                    New United expressly provided for in this
                                    Agreement and the other Transaction
                                    Documents to which it is a party.

                  (h) Absence of Certain Developments. Since the date of the
most recent balance sheet included in the Available New United Commission
Filings, other than as otherwise permitted, contemplated or required by this
Agreement or the other Transaction Documents, (i) the business of New United and
each of its Subsidiaries has been operated only in the ordinary course, (ii) no
event has occurred and no condition exists that, individually or together with
other events and conditions, has had or, insofar as New United can reasonably
foresee, is reasonably likely to have, a New United Material Adverse Effect, and
(iii) there has been no change in the accounting methods, practices or policies
of New United or any of its Subsidiaries.

                  (i) Legal Compliance. New United and its Subsidiaries (x) are
in compliance with, and have conducted their respective businesses so as to
comply with, the terms of their respective Licenses and all applicable Laws, and
(y) have all Licenses that are required to operate their respective businesses,
except in such cases where the failure to so comply or to have such Licenses,
either individually or in the aggregate, has not had and is not reasonably
expected to have a New United Material Adverse Effect. Without limiting the
generality of the foregoing, the operations of the businesses, assets and
facilities of New United and its Subsidiaries are in compliance with all
applicable Environmental and Health Laws, if any, except where the failure to
comply has not had and is not reasonably expected to have a New United Material
Adverse Effect.

                  (j) Contracts; No Breach. Each of New United and its
Subsidiaries has fulfilled in all material respects, or taken all actions
necessary to enable it to fulfill in all material respects when due, its
obligations under each Contract to which it is a party or by which it or any of
its assets are bound and none of New United or any of its Subsidiaries is in
breach or violation of, or in default (with or without the giving of notice or
lapse of time or both) under, and no circumstance or condition exists that could
give rise to, or permit any other Person to, declare a default under, any of the
Contracts to which it is a party or by which it or its assets are bound, which
breach, violation or default individually or in the aggregate would reasonably
be expected to have a New United Material Adverse Effect.

                  (k) Section 203 and Similar Laws. Pursuant to the New United
Charter and the certificate of incorporation of United/New United Merger Sub,
neither Section 203 of the


                                       49
<PAGE>

Delaware General Corporation Law nor any similar provision of any other Law is
applicable to business combinations involving New United or any of its
Subsidiaries.

                  (l) No Investment Company. New United is not, and immediately
following the consummation of the transactions contemplated hereby and by the
other Transaction Documents New United shall not be, an "investment company"
subject to the registration requirements of, or regulation as an investment
company under, the Investment Company Act of 1940.

                  (m) Registration Statement; Proxy Statement. The Registration
Statement and the Proxy Statement, except for any information supplied by any
Liberty Party in writing expressly for purpose of inclusion therein, shall not
at the time the Registration Statement is declared effective by the Commission,
on the date the Proxy Statement is first mailed to the stockholders of United,
at the time of the United Stockholders Meeting or on the Closing Date contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

                                  ARTICLE VII

                        CERTAIN COVENANTS OF THE PARTIES

         7.1 Conduct of Business in Ordinary Course Pending Closing. From the
Original Agreement Date until the Closing or earlier termination of this
Agreement:

                  (a) Except (1) for taking such actions or engaging in such
transactions as may be required or permitted by this Agreement, (2) as otherwise
disclosed herein, and (3) with the prior written consent of United (which
consent shall not be unreasonably withheld, except in the case of any action
described in clause (i) below (with respect to which United may choose to grant
or withhold its consent in its sole discretion)), Liberty shall: (i) not take or
omit to take any action that would or could reasonably be expected to result in
the failure of the conditions precedent set forth in this Agreement to the
parties' obligations to consummate the transactions contemplated hereby and by
the other Transaction Documents to be satisfied; and (ii) not knowingly take any
other action that would cause any of the representations and warranties of the
Liberty Parties set forth in this Agreement to be untrue in any material respect
if then made. Liberty Media shall promptly after obtaining knowledge thereof
notify United of the occurrence of any event that has had or is reasonably
likely to have a Liberty Material Adverse Effect.

                  (b) Except (1) for taking such actions or engaging in such
transactions as may be required or permitted by this Agreement, (2) as described
in Section 7.1(b) of the United Disclosure Schedule or as contemplated by
Section 7.1(f) of this Agreement, and (3) with the prior written consent of
Liberty (which consent shall not be unreasonably withheld, except for any of the
following matters (with respect to which Liberty may choose to grant or withhold
its consent in its sole discretion): (A) any action by or involving New United
or any of its Subsidiaries and (B) any action described in clause (v), (ix), (x)
or (xiii) below), United shall, and shall use all commercially reasonable
efforts to cause those of its Subsidiaries that are Controlled Affiliates to,
and New United shall, and shall cause its Subsidiaries to: (i) carry on their
respective businesses in the ordinary course consistent with past practice, (ii)
except, in the


                                       50
<PAGE>

case of United and its Controlled Affiliates, pursuant to Partner's Purchase
Rights and except, in the case of United and its Controlled Affiliates, for
transfers among Controlled Affiliates of United or in the ordinary course of
business consistent with past practice, not sell, lease, transfer or dispose of
(including by way of dividend or distribution), or create any Lien (other than,
in the case of United and its Controlled Affiliates, (A) the creation of any
Lien on the assets of Subsidiaries of United if United or any wholly owned
Subsidiary of United is the sole beneficiary of such Lien, (B) the creation of
Permitted Encumbrances, (C) the imposition of a Lien on any asset acquired after
the Original Agreement Date by United or any of its Subsidiaries, but only to
the extent that the imposition of such Lien on such asset is required by the
terms of any Contract evidencing secured indebtedness of United or its
Subsidiaries and disclosed in the United 2001 Commission Filings, as such terms
were disclosed in the United 2001 Commission Filings and (D) in the case of any
United Public Company and its Subsidiaries, Liens permitted by clause (xi)(A)(5)
below) on, any of their assets of substantial value, either individually or in
the aggregate; (iii) notify Liberty promptly of any inquiry or proposal
concerning any sale, lease, transfer or other disposition referred to in clause
(ii) above; (iv) not amend or modify in any material respect any material United
Investment Agreement (except for amendments or modifications disclosed in
Section 6.1(f)(i) of the United Disclosure Schedule) or, except in the ordinary
course of business consistent with past practice, if any, any other material
Contract; (v) not (A) amend, modify or waive any provision of the United/New
United Merger Agreement, (B) amend or modify United's certificate of
incorporation or bylaws (except (1) pursuant to the United/New United Merger as
contemplated by the United/New United Merger Agreement and (2) for the filing of
the Series E Certificate of Designation in the form attached hereto as Exhibit
6.1(b)), (C) amend or modify the New United Charter or New United By-laws, (D)
amend or modify the United/New United Merger Sub Charter or the United/New
United Merger Sub By-laws, (E) amend, modify or waive any provision of any
Subscription Agreement (and United shall not issue, or agree to issue, any
shares of United Series E Preferred Stock other than pursuant to the
Subscription Agreements as required by Section 2.1(c) of this Agreement), any
Founder Newco Merger Agreement or any other Transaction Document, or (F)
authorize or approve any of the foregoing; (vi) except in the case of United and
its Controlled Affiliates, for acquisitions in existing or related lines of
business of the Person making such acquisition and for transactions permitted by
clause (ii) above, not acquire by merging or consolidating with, or by
purchasing a substantial portion of the assets of, or by any other manner, any
business or any corporation, partnership, limited liability company, association
or other business organization or division thereof; (vii) except, (A) in the
case of United, for the declaration, setting aside or payment of regular
dividends as provided by the terms of the United Preferred Stock outstanding on
the Original Agreement Date and, (B) in the case of a Subsidiary of United, for
the declaration, setting aside or payment of dividends to United or a wholly
owned Subsidiary thereof or pro rata to the stockholders of the Subsidiary
declaring, setting aside or paying such dividend or distribution, not declare,
set aside or pay any dividend or other distribution, not effect or authorize any
recapitalization or similar transaction and not directly or indirectly redeem,
retire, purchase or otherwise acquire any of its capital stock or other equity
securities or options, warrants or rights to acquire any of its capital stock or
other equity securities; (viii) not effect or authorize any stock split (other
than stock splits by wholly owned Subsidiaries of United or by wholly owned
Subsidiaries of UPC), reverse split (other than reverse splits by wholly owned
Subsidiaries of United or by UPC or Priority Telecom, but in the case of UPC or
Priority Telecom only to the extent necessary for the equity securities of
either



                                       51
<PAGE>

such Person to remain listed for trading on The NASDAQ National Market or the
Amsterdam Stock Exchange, and only to the extent such reverse split by UPC or
Priority Telecom may be and is effected in compliance with any requirements of
applicable Law and any applicable Contracts evidencing or securing any
outstanding indebtedness or pursuant to which any such outstanding indebtedness
was incurred), stock dividend or combination involving any of its capital stock
or other equity securities (except for such transactions among United and its
wholly owned Subsidiaries and among UPC and its wholly owned Subsidiaries) or
issue or sell or agree to issue or sell any of its capital stock or other equity
securities or issue, sell, grant or agree to issue, sell or grant any options,
warrants or rights to acquire any of its capital stock or other equity
securities (except for such transactions among United and its wholly owned
Subsidiaries and among UPC and its wholly owned Subsidiaries), or any phantom
shares, phantom equity interests or stock or equity appreciation rights, that
would cause (A) any of United's representations in Section 6.1(b) to be untrue
in any material respect if then made, (B) any of United's representations in
Section 6.1(f)(i) to be untrue in any material respect if then made, except in
each case in this clause (B) for (1) such issuances or sales by immaterial
Subsidiaries and (2) such issuances or sales that will not result in any
material dilution of United's direct or indirect interest in such Subsidiary or
any loss of material rights or any imposition of material penalties relating to
such interest or (C) any of New United's representations in Section 6.2(b) to be
untrue in any respect if then made; (ix) not engage in any material transaction
with any Founder or any family member or Affiliate of a Founder, any director or
officer of United or any of its Subsidiaries, or any family member or Affiliate
of such director or officer, or any other Affiliate of United, but excluding
employee matters in the ordinary course of business and not in violation of any
other covenant made in this Agreement and the other Transaction Documents (for
purposes of this clause (ix) only, an "Affiliate" of a Founder or of a director
or officer of United or of United shall not include United, New United or any of
their respective Controlled Affiliates); (x) (A) in the case of United and its
Controlled Affiliates, not engage in any material transaction with New United or
any of its Controlled Affiliates and (B) in the case of New United and its
Controlled Affiliates, not engage in any material transaction with United or any
of its Controlled Affiliates, (xi) (A) in the case of United and its
Subsidiaries that are Controlled Affiliates, not incur any indebtedness for
borrowed money (including any Refinancing Indebtedness that does not satisfy the
proviso set forth in clause (5) below) if the principal amount or accreted value
of such indebtedness, taken together with the aggregate principal amount or
accreted value of all other indebtedness incurred after the Original Agreement
Date by United or any of its Subsidiaries that are Controlled Affiliates,
exceeds US $50,000,000 other than (1) drawings under existing fixed or revolving
credit facilities, (2) the accretion of indebtedness under bonds, notes and
other instruments outstanding on the Original Agreement Date, (3) net
obligations under interest rate or currency swap arrangements, (4) intercompany
indebtedness to United or between United's Subsidiaries and (5) in the case of a
United Public Company and its Subsidiaries, indebtedness ("Refinancing
Indebtedness") incurred to refinance outstanding indebtedness ("Refinanced
Indebtedness") (provided that (a) the Refinancing Indebtedness has an average
life and final maturity no shorter than the average life and final maturity of
the applicable Refinanced Indebtedness, (b) the principal amount or accreted
value of the Refinancing Indebtedness is no greater than the principal amount,
plus accrued interest, or accreted value of the applicable Refinanced
Indebtedness, (c) the Refinancing Indebtedness is incurred by the same Person
that is the obligor of the applicable Refinanced Indebtedness and is not
guaranteed by any Person other than the guarantor, if any, of the Refinanced
Indebtedness


                                       52
<PAGE>

and (d) the repayment of the Refinancing Indebtedness is not secured by Liens on
any assets other than assets securing the repayment of the applicable Refinanced
Indebtedness) and (B) in the case of New United and its Subsidiaries, not incur
any liability, obligation or commitment of any kind or nature, whether due or to
become due, whether absolute, accrued, fixed or contingent or otherwise; (xii)
not take any action that would violate, conflict with or constitute a breach of
Section 3(b) of the Stockholders Agreement, Section 2(a) of the New United
Covenant Agreement or Sections 2(a) or (b) of the United/Liberty Agreement, in
each case to the same extent as though the applicable agreement had been
executed and delivered by the parties thereto on the Original Agreement Date;
(xiii) not take or omit to take any action that would or could reasonably be
expected to result in the failure of the conditions precedent set forth in this
Agreement and the other Transaction Documents to the parties' obligations to
consummate the transactions contemplated hereby and by the other Transaction
Documents to be satisfied; and (xiv) not knowingly take any other action that
would result in the representations and warranties of United or New United set
forth in this Agreement to be untrue in any material respect if then made.
Nothing contained in the foregoing shall preclude United or any of its
Subsidiaries or Controlled Affiliates from disposing of immaterial (both
individually and in the aggregate) assets in the ordinary course of business
consistent with past practice. Notwithstanding anything in the foregoing to the
contrary, nothing contained in this Section 7.1(b) shall be deemed to (1)
restrict United, UPC, United A/P, UPC Polska, Inc. or Poland Communications,
Inc. or any of their respective "Subsidiaries" and "Restricted Affiliates" (as
such terms are defined in the indentures to which these Persons are party) from
taking any action if and to the extent that such a restriction would violate the
indentures binding on such Persons or (2) restrict UPC or any of its
Subsidiaries from taking any action if and to the extent that such a restriction
would violate the Belmarken Loan Agreements or UPC's Senior Secured Credit
Facility dated as of October 26, 2000. United shall promptly after obtaining
knowledge thereof notify Liberty of the occurrence of any event that
individually or together with any other event has had or is reasonably likely to
have a United Material Adverse Effect or New United Material Adverse Effect.

                  (c) Except as expressly contemplated by Section 2.1(a) hereof
and except with the prior written consent of each of United and the Liberty
Parties, no Founder or Founder Newco shall sell, transfer or otherwise dispose
of or create any Lien or Restriction on any limited liability company membership
interest in any Founder Newco or any of the shares of United Class B Stock or,
in the case of a Founder Newco, United Class A Stock owned by it or any interest
therein, or take or omit to take any action that would or could reasonably be
expected to result in the failure of the conditions precedent set forth in this
Agreement to the parties' obligations to consummate the transactions
contemplated hereby and by the other Transaction Documents to be satisfied. Each
Founder shall promptly after obtaining knowledge thereof notify each of United
and the Liberty Parties of the occurrence of any event that has had or is
reasonably likely to have a Founder Material Adverse Effect with respect to such
Founder.

                  (d) Each party hereto shall promptly give written notice to
the others upon becoming aware of the occurrence or, to its knowledge, impending
or threatened occurrence, of any event that is reasonably likely to cause or
constitute a breach of any of its representations, warranties or covenants
hereunder as if its representations or warranties were then being made.

                  (e) United shall not, and shall not permit any of its
Subsidiaries to, take any action to satisfy a UPC Stock Purchase Option (as
defined in the Priority Telecom Shareholders


                                       53
<PAGE>

Agreement) through the issuance or delivery of securities of United or any of
its Subsidiaries (including UPC but excluding Priority Telecom) without the
prior written consent of Liberty.

                  (f) United shall take or cause to be taken such action as may
be necessary to ensure that any default under or acceleration of any of the
liabilities of United A/P or any of its Subsidiaries, or a bankruptcy or similar
event involving United A/P or any of its Subsidiaries, at any time (whether
before or at any time after the Closing) would not (with or without the giving
of notice or lapse of time or both) result in the acceleration of, or give rise
to the right to accelerate, any of the indebtedness of United or any of its
Subsidiaries. Without limiting the generality of the foregoing, the parties
acknowledge that the covenant set forth in this Section 7.1(f) shall not be
satisfied if any Contract (including any Contract evidencing or relating to
indebtedness) to which United A/P or any of its Subsidiaries is or becomes a
party or pursuant to which any of their respective assets are or become bound
restricts in any manner the actions of, or imposes any obligation, liability or
commitment on, New United or any of its Subsidiaries or United or any of its
Subsidiaries except, in the case of United and its Subsidiaries, as disclosed on
Schedule 7.1(f). For purposes of this Section 7.1(f), the Subsidiaries of United
A/P shall include Austar United Communications Limited and its Subsidiaries.

                  (g) United shall take or cause to be taken such action as may
be necessary to exempt the Liberty Parties and their respective Affiliates from
the effect of any Contract among only United and one or more of its Controlled
Affiliates or among only Controlled Affiliates of United (i) that purports to or
would bind any of the Liberty Parties or any of their respective Affiliates
after giving effect to the transactions contemplated hereby or (ii) in respect
of which, whether before or after giving effect to the transactions contemplated
hereby, any act or omission of any of the Liberty Parties or any of their
respective Affiliates would result in a violation or breach thereof, or
constitute (with or without due notice or lapse of time or both), or permit any
Person to declare, a default or event of default thereunder, or give rise to any
right of termination, cancellation, amendment, acceleration, repurchase,
prepayment or repayment or to increased payments thereunder, or give rise to or
accelerate any obligation (including, without limitation, any obligation to, or
to offer to, repurchase, prepay, repay or make increased payments) or result in
the loss or modification of any rights or benefits thereunder, or result in any
Lien or Restriction on any of the assets of, or otherwise have any adverse
effect on, United or any of its Affiliates.

                  (h) Options to purchase not more than 17,500,000 shares of
United Common Stock ((1) which number (A) includes, and is not in addition to,
the options granted subject to stockholder approval as described in paragraph
B.1. of Section 6.1(b) of the United Disclosure Schedule, except to the extent
any such options are cancelled, and the Class B Options described in paragraph
B.2. of Section 6.1(b) of the United Disclosure Schedule and (B) shall be
reduced by the number of shares of United Class A Stock underlying any options
granted after August 31, 2001 to the Amendment Date, all of which options United
represents and warrants comply with the provisions of this Section 7.1(h)
(including with respect to the exercise prices thereof) and (2) which, except
for any Class B Options described in paragraph B.2. of Section 6.1(b) of the
United Disclosure Schedule, may only be options to purchase shares of United
Class A Stock) (and no stock appreciation rights, restricted stock awards or any
other grants under United's 1993 Stock Option Plan or otherwise other than such
options to purchase shares of Common Stock) may be granted, provided that any
such option shall have a per share exercise


                                       54
<PAGE>

price equal to or greater than either (x) the per share average of the Closing
Prices for New United Class A Stock for the 30 consecutive Trading Days
beginning on and including the first Trading Day following the Closing Date or
(y) US $5.00 per share (unless a higher price is required pursuant to the terms
of the relevant United Stock Option Plan). Any such option shall specify (which
specification shall not be subject to change for any reason whatsoever), at the
time of the grant thereof, whether the exercise price thereof shall be as set
forth in clause (x) or (y) of the previous sentence.

                  (i) United shall promptly provide and shall use commercially
reasonable efforts to cause United A/P to promptly provide, Liberty with true
and complete copies of any notices or correspondence received by United or any
of its subsidiaries or by United A/P or any of its subsidiaries relating to any
default, acceleration or breach of, or potential default, acceleration or breach
of, or dispute regarding, any material Contract evidencing or securing any
outstanding indebtedness of United or any of its subsidiaries or United A/P or
any of its subsidiaries or pursuant to which any such outstanding indebtedness
was incurred.

         7.2 Stockholders Meeting. United shall call a meeting of its
stockholders (the "United Stockholders Meeting") to be held as promptly as
practicable for the purpose of considering and voting upon the United/New United
Merger and each other matter required to be approved by such stockholders in
connection with the transactions contemplated hereby or by the other Transaction
Documents, and shall submit the same to its stockholders for their approval.
United will, through its Board of Directors, recommend to its stockholders the
approval of the United/New United Merger and each such other matter and United
will use its best commercially reasonable efforts to solicit proxies in favor of
the United/New United Merger and each such other matter and otherwise to secure
the required vote of its stockholders. Each of the Founders and Liberty Global
will vote all shares of United's capital stock owned by them for the approval of
the United/New United Merger and each such other matter. Liberty Global will not
transfer record or beneficial ownership of any United Class B Stock prior to the
Closing except to a Controlled Affiliate of Liberty and unless the transferee,
simultaneous with such transfer, executes a counterpart to this Agreement and
thereupon becomes bound hereby to the same extent as Liberty Global (including
the obligation, subject to the satisfaction or waiver of the terms and
conditions of this Agreement, to take any actions that Liberty Global is
required to take at the Closing). No amendment to or modification or waiver of
any of the provisions of any of the Transaction Documents shall be authorized,
recommended or approved without the prior written consent of the Liberty
Parties.

         7.3 Proxy Statement; Registration Statement; Other Commission Filings.

                  (a) As soon as reasonably practicable after the execution of
this Agreement, New United shall file with the Commission an amended
registration statement on Form S-4 (the "Registration Statement"), containing a
form of prospectus that includes the definitive proxy statement for the United
Stockholders Meeting (together with any amendments thereof or supplements
thereto, the "Proxy Statement"), registering under the Securities Act the shares
of New United Class A Stock issuable pursuant to the United/New United Merger
and the shares of New United Class A Stock issuable upon conversion of shares of
New United Class B Stock and New United Class C Stock issuable in connection
with the transactions contemplated by this Agreement and the other Transaction
Documents (including upon conversion of shares of New



                                       55
<PAGE>

United Class B Stock issuable upon conversion of shares of New United Class C
Stock). The Registration Statement shall be in form and substance reasonably
satisfactory to the parties and shall include a reasonable description of the
Senior Notes Agreements and the actions taken in order to satisfy the Fee Letter
Condition. United and New United shall respond promptly to any comments of the
Commission and shall use all commercially reasonable efforts to cause the Proxy
Statement to be cleared by the Commission and the Registration Statement to be
declared effective as promptly as practicable after such filing. Following the
effectiveness of the Registration Statement, United shall promptly mail the
definitive Proxy Statement to its stockholders. Each of United and New United
will notify the Liberty Parties promptly of the receipt of any comments from the
Commission or its staff or any other government officials and of any request by
the Commission or its staff or such other government officials for amendments or
supplements to the Registration Statement, the Proxy Statement or any filing
incorporated therein or for additional information, and will supply the Liberty
Parties with copies of all correspondence between it and any of its
representatives, on the one hand, and the Commission or its staff or any other
government officials on the other hand, with respect to the Registration
Statement, the Proxy Statement, the transactions contemplated by this Agreement
and the other Transaction Documents or any filing with the Commission relating
thereto. Whenever any party hereto becomes aware of any event that is required
to be set forth in an amendment or supplement to the Proxy Statement, the
Registration Statement or any other filing with the Commission in connection
with this Agreement, the other Transaction Documents or the transactions
contemplated hereby or thereby, such party shall promptly inform the other
parties of such occurrence. United and New United shall promptly prepare and
file with the Commission any such amendment or supplement and, following
clearance thereof, if applicable, mail such amendment or supplement to United's
stockholders. United and New United shall cause the Proxy Statement, the
Registration Statement and all other of their respective filings with the
Commission with respect to this Agreement, the other Transaction Documents or
the transactions contemplated hereby or thereby to comply in all material
respects with the applicable provisions of the Securities Act and the Exchange
Act. To the extent information regarding any Liberty Party or any of their
respective Subsidiaries is required for the preparation of the Proxy Statement
or Registration Statement, the Liberty Parties shall promptly provide such
information to United and New United upon request.

                  (b) Until consummation of the transactions contemplated by
this Agreement and the other Transaction Documents or earlier termination of
this Agreement, United and New United, as applicable, shall each timely file all
reports, registration statements, proxy or information statements and other
documents required to be filed by it with the Commission after the Original
Agreement Date, each of which filings shall comply with all applicable
requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission under each such Act. United and New United shall
each promptly provide Liberty Media and its counsel with copies of all filings
with the Commission made by such party after the Original Agreement Date and
prior to the consummation of the transactions contemplated by this Agreement and
the other Transaction Documents or earlier termination of this Agreement.

         7.4 No Solicitation; Acquisition Proposals.

                  (a) [Reserved.]



                                       56
<PAGE>

                  (b) Prior to consummation of the transactions contemplated by
this Agreement and the other Transaction Documents or earlier termination of
this Agreement, United and the Founders will not, and United will use its
commercially reasonable efforts to cause each of its Subsidiaries not to,
directly or indirectly, through any officer, director, employee, representative,
agent, or financial advisor, solicit, initiate or encourage inquiries or
submission of proposals or offers from any Person relating to any sale of all or
any substantial portion of the assets of or any equity interest in United, New
United or any of their respective Subsidiaries or any business combination with
United, New United or any of their respective Subsidiaries whether by merger,
purchase of assets, tender offer or otherwise or participate in any negotiation
regarding, or furnish to any other Person any information with respect to, or
otherwise cooperate in any way with, or assist in, facilitate or encourage, any
effort or attempt by any other Person to do or seek to do any of the foregoing,
in each case except as permitted by or disclosed pursuant to this Agreement
(including Section 7.1(b) of the United Disclosure Schedule) or with the prior
written consent of the Liberty Parties (which consent, in the case of any United
Public Company, shall not be unreasonably withheld). Each Founder will vote all
shares of voting stock in United beneficially owned by it, and United will vote
or cause to be voted all shares of its Subsidiaries beneficially owned by it,
against any transaction of the nature described above that is presented to it.
Each Founder and United or New United, as applicable, will notify the Liberty
Parties immediately if any inquiries or proposals are received by, any
information is requested from, or any negotiations or discussions are sought to
be initiated or continued with any Founder, United or New United, as applicable,
or any of their respective Subsidiaries, in each case in connection with any of
the foregoing. Each of the Founders and United shall use its best efforts to
cause all confidential materials previously furnished by it or on its behalf to
any third parties in connection with any of the foregoing to be promptly
returned to it and shall cease, or cause United and its Subsidiaries to cease,
any negotiations conducted in connection therewith.

         7.5 Consents and Approvals.

                  (a) Subject to the terms and conditions of this Agreement and
applicable law, each of the parties hereto shall use its commercially reasonable
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things reasonably necessary, proper or advisable to consummate and
make effective the transactions contemplated by this Agreement and the other
Transaction Documents as soon as reasonably practicable, including such actions
or things as any other party hereto may reasonably request in order to cause any
of the conditions to such party's obligation to consummate such transactions
specified in this Agreement to be fully satisfied. Without limiting the
generality of the foregoing, each of the parties hereto shall (and each shall
cause its directors, officers and Subsidiaries, and use its reasonable efforts
to cause its Affiliates, employees, agents, attorneys, accountants and
representatives, to) consult and fully cooperate with and provide reasonable
assistance to each other in (i) the preparation and filing with the Commission
of the Registration Statement, the Proxy Statement and any necessary amendments
or supplements to any of the foregoing; (ii) seeking to have such Proxy
Statement cleared by the Commission and such Registration Statement declared
effective by the Commission, in each case as soon as reasonably practicable
after filing thereof; (iii) taking such actions as may reasonably be required
under applicable state securities or blue sky laws in connection with the
transactions contemplated by this Agreement and the other Transaction Documents;
(iv) using its best commercially reasonable efforts to obtain all required
consents, approvals, waivers, licenses, permits, authorizations, registrations,
qualifications, or other




                                       57
<PAGE>

permissions or actions by, and to give all required notices to and to make all
required Filings with and applications and submissions to, any Governmental
Authority or other Person, in each case required in order to cause any of the
conditions to each other party's obligation to consummate such transactions to
be fully satisfied; (v) filing all pre-merger notification and report forms
required under the HSR Act and responding to any requests for additional
information made by any Governmental Authority pursuant to the HSR Act and
cooperating with each other party in complying with the requirements of the HSR
Act; (vi) using commercially reasonable efforts to cause the lifting of any
permanent or preliminary injunction or restraining order or other similar order
issued or entered by any court or other Governmental Authority (an "Injunction")
preventing the consummation of the transactions contemplated hereby or by the
other Transaction Documents; (vii) providing all such information about such
party, its Subsidiaries and its officers, directors, partners and Affiliates,
and making all applications and filings, as may be necessary or reasonably
requested in connection with any of the foregoing; (viii) using commercially
reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b),
11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to
consummate and make effective the transactions contemplated hereby.
Notwithstanding the foregoing, in making any such Filing and in order to obtain
any consent, approval, waiver, license, permit, authorization, registration,
qualification, or other permission or action or the lifting of any Injunction
referred to in the preceding sentence, (A) the parties and their respective
Affiliates shall not be required to (i) pay any consideration, except filing
fees; (ii) surrender, modify or amend in any respect any License or Contract
(including this Agreement), (iii) hold separately (in trust or otherwise),
divest itself of, or otherwise rearrange the composition of, any of its assets,
(iv) agree to any limitations on any such Person's freedom of action with
respect to future acquisitions of assets or with respect to any existing or
future business or activities or on the enjoyment of the full rights of
ownership, possession and use of any asset now owned or hereafter acquired by
any such Person, or (v) agree to any of the foregoing or any other conditions or
requirements of any Governmental Authority or other Person, in each case to the
extent that doing so would be adverse or burdensome to such Person in any
material respect. Prior to making any application to or filing with any
Governmental Authority or other Person in connection with this Agreement, each
party shall provide the other parties with drafts thereof and afford the other
parties a reasonable opportunity to comment on such drafts.

                  (b) The parties will cooperate with and assist one another in
any challenge by any party of the applicability to the transactions contemplated
hereby (or by the other Transaction Documents) of any state takeover law (or
similar Laws of any other jurisdiction) and, if any additional steps are
necessary, will take all reasonable steps to exempt the transactions
contemplated hereby or by the other Transaction Documents from any applicable
state takeover law or similar Law of any other jurisdiction.

                  (c) Without limiting the generality of Section 7.5(a), United
and New United shall cooperate with Liberty and its Affiliates to, at any time
before or after the Closing, at Liberty or LMI's request, obtain the approvals
described in footnote 1 to Section 6.1(c)(ii) of the United Disclosure Schedule.

         7.6 Tax-Free Exchange. Each of the parties (a) shall use all reasonable
efforts to cause each of the transactions contemplated by Sections 2.2 and 2.5
of this Agreement to qualify as a tax-free exchange under Section 351 of the
Code, (b) will cooperate with the other parties to




                                       58
<PAGE>

modify the structure of such transactions if and to the extent necessary for
each of such transactions to constitute a tax-free exchange or a tax-free
reorganization, (c) will not take any action, and will not permit any of its
Controlled Affiliates to take any action, that would cause any of the
transactions contemplated by Sections 2.2 and 2.5 of this Agreement not to
qualify as a tax-free exchange under Section 351 of the Code, and (d) will
cooperate with the accounting or law firms that are to render the opinions
referred to in Sections 10.1(b), 11.6 and 12.5 by providing appropriate
certifications as to factual matters. Following the Closing, each party will
report (or cause to be reported) each of the transactions contemplated by
Sections 2.2 and 2.5 of this Agreement as a tax-free exchange under Section 351
of the Code on all tax returns and other tax filings. Further, from and after
the Closing the parties will continue to take such actions as may be necessary
to preserve the tax-free nature of each of the transactions contemplated by
Sections 2.2 and 2.5 of this Agreement and will not take any action or permit
any of its Controlled Affiliates to take any action that would have the effect
of disqualifying any of the transactions contemplated by Sections 2.2 and 2.5 of
this Agreement as a tax-free exchange under Section 351.

         7.7 Stockholders Agreement. At the Closing, New United, each Founder,
Liberty and Liberty Global shall execute and deliver a Stockholders Agreement
substantially in the form attached hereto as Exhibit 7.7 (the "Stockholders
Agreement").

         7.8 Voting Agreement. At the Closing, New United and each Founder shall
execute and deliver a Voting Agreement substantially in the form attached hereto
as Exhibit 7.8 (the "Voting Agreement").

         7.9 United/Liberty Agreement. At the Closing, United, Liberty and
Liberty Global shall execute and deliver an agreement substantially in the form
attached hereto as Exhibit 7.9 (the "United/Liberty Agreement").

         7.9A New United Covenant Agreement. At the Closing, New United, Liberty
and Liberty Global will execute and deliver the Agreement Regarding Additional
Covenants substantially in the form attached hereto as Exhibit 7.9A (the "New
United Covenant Agreement").

         7.9B No Waiver Agreement. At the Closing, New United, Liberty and LMI
will execute and deliver the No Waiver Agreement.

         7.10 Standstill Agreement. At the Closing, New United, Liberty and
Liberty Global shall execute and deliver a Standstill Agreement substantially in
the form attached hereto as Exhibit 7.10 (the "Standstill Agreement").

         7.11 Registration Rights Agreement. At the Closing, New United, Liberty
and Liberty Global shall execute and deliver a registration rights agreement
substantially in the form attached hereto as Exhibit 7.11 (the "Registration
Rights Agreement"). At the Closing, New United and the Founders will execute and
deliver a registration rights agreement with identical terms, except that the
Founders will be entitled to only two demand registration rights.

         7.12 Exchange Agreement. At the Closing, United and each Founder that
is a Controlling Principal and that purchased shares of United Series E
Preferred Stock




                                       59
<PAGE>

as contemplated by Section 2.1(c) (any such Person, a "Series E Holder") shall
execute and deliver an Exchange Agreement substantially in the form attached
hereto as Exhibit 7.12(a) (the "Exchange Agreement").

         7.13 Listing Application. New United shall apply to list for trading on
the National Market tier of The Nasdaq Stock Market the shares of New United
Class A Stock issuable in the United/New United Merger and upon conversion of
the shares of New United Class B Stock and New United Class C Stock issuable in
connection with the transactions contemplated by this Agreement and the other
Transaction Documents (including upon conversion of shares of New United Class B
Stock issuable upon conversion of shares of New United Class C Stock), and will
use all commercially reasonable efforts to cause such listing to be effective as
of the Closing.

         7.14 Investigation; Confidentiality.

                  (a) From the Original Agreement Date until the Closing or
earlier termination of this Agreement, upon reasonable notice and subject to the
waiver of confidentiality obligations to third parties, each party hereto will,
and will cause its Controlled Affiliates to, (i) permit the other parties hereto
and their respective financial advisors and accounting and legal representatives
to conduct an investigation and evaluation of (x) in the case of United, Liberty
Sub and its business, and (y) in the case of the Liberty Parties, United, New
United and their respective Subsidiaries and their respective businesses, (ii)
provide such assistance as is reasonably requested and (iii) give access at
reasonable times to the properties, books, Contracts, commitments, records and
other information of, related to or concerning the businesses, assets,
operations and personnel of such Persons. Such access and any information
obtained by a party in connection with such investigation shall not affect or in
any way limit the effectiveness of any representation, warranty, covenant or
agreement made by any other party pursuant to this Agreement or any of the other
Transaction Documents.

                  (b) Each of United and New United agrees that pending
consummation in full of the transactions contemplated by this Agreement and the
other Transaction Documents, it and its Controlled Affiliates shall, and shall
use commercially reasonable efforts to cause their respective directors,
officers, employees and authorized representatives to, (i) hold in strict
confidence all data and information obtained by any of them pursuant hereto or
in connection herewith or in connection with the matters contemplated by the
Letter Agreement from the Liberty Parties, any of their respective Affiliates or
their respective authorized representatives (unless such information is or
otherwise becomes (through no breach of this covenant) public or readily
ascertainable from public or published information) and (ii) use all such data
and information solely for the purpose of consummating the transactions
contemplated hereby and, except as required by applicable Law or legal process
or by the rules, regulations or policies of The New York Stock Exchange, The
Nasdaq Stock Market, the Stock Market of Euronext Amsterdam or the Australian
Stock Exchange shall not, and shall use its diligent efforts to ensure that such
directors, officers, employees and authorized representatives do not, disclose
such information to others without the prior written consent of Liberty.

                  (c) Each Liberty Party agrees that pending consummation in
full of the transactions contemplated by this Agreement and the other
Transaction Documents and at all times thereafter, it and its Controlled
Affiliates shall, and shall use commercially reasonable



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<PAGE>

efforts to cause their respective directors, officers, employees and authorized
representatives to, (i) hold in strict confidence all data and information
obtained by any of them pursuant hereto or in connection herewith from United,
any of its Affiliates or its authorized representatives (unless such information
is or otherwise becomes (through no breach of this covenant) public or readily
ascertainable from public or published information) and (ii) use all such data
and information solely for the purpose of consummating the transactions
contemplated hereby and, except as required by applicable law or legal process
or by the rules of The New York Stock Exchange or The Nasdaq Stock Market, shall
not, and shall use its diligent efforts to ensure that such directors, officers,
employees and authorized representatives do not, disclose such information to
others without the prior written consent of United.

                  (d) If this Agreement is terminated, each of the Liberty
Parties, on the one hand, and United and New United, on the other, agree to (i)
return or destroy promptly, as and if so requested by the other parties, each
and every document furnished to it by the other parties or any Affiliate of such
other parties, in connection with the transactions contemplated hereby or by the
other Transaction Documents and any copies thereof that may have been made and
to cause its representatives and any representatives of others to whom such
documents were furnished promptly to return or destroy, as applicable, such
documents and any copies thereof any of them may have made, other than documents
that are publicly available, and (ii) refrain, and to use diligent efforts to
cause its directors, officers, employees and representatives to refrain, from
using any of the data or information referred to in subsection (b) or (c), as
the case may be, for any purpose.

         7.15 [Reserved.]

         7.16 [Reserved.]

         7.17 [Reserved.]

         7.18 [Reserved.]

         7.19 [Reserved.]

         7.20 UPC Bonds. Except with the prior written consent of United (prior
to Closing) or New United (after the Closing) (which shall not, either in the
case of United or New United, be unreasonably withheld), from the Original
Agreement Date until the earlier of the termination of this Agreement and the
first anniversary of the Closing, Liberty will not, and will use commercially
reasonable efforts to cause each of its Controlled Affiliates not to, directly
or indirectly purchase or offer or agree to purchase any additional debt
securities issued by UPC and outstanding as of the Original Agreement Date.
Except with the prior written consent of Liberty (which shall not be
unreasonably withheld) from the Original Agreement Date until the earlier of the
termination of this Agreement and the first anniversary of the Closing, each of
United and New United will not, and will use commercially reasonable efforts to
cause each of its Controlled Affiliates not to, directly or indirectly purchase
or offer or agree to purchase any debt securities issued by UPC and outstanding
on the Original Agreement Date.

         7.21 Senior Secured Notes. Except with the prior written consent of
Liberty (which shall not be unreasonably withheld) and except, in the case of
United, as expressly required by




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<PAGE>

the Indenture, from the Original Agreement Date until the earlier of the
termination of this Agreement and the first anniversary of the Closing, each of
United and New United will not, and will use commercially reasonable efforts to
cause each of its Controlled Affiliates not to, directly or indirectly purchase
or offer or agree to purchase any of the Senior Secured Notes. Except as
contemplated by the Notes Tender Letter Agreement or with the prior written
consent of United (prior to the Closing) or New United (after the Closing)
(which shall not, either in the case of United or New United, be unreasonably
withheld), from the Original Agreement Date until the earlier of the termination
of this Agreement and the first anniversary of the Closing, Liberty will not,
and will use commercially reasonable efforts to cause each of its Controlled
Affiliates not to, directly or indirectly purchase or offer or agree to purchase
any of the Senior Secured Notes.

         7.22 Fairness Opinions. United shall (a) use commercially reasonable
efforts to promptly obtain the written opinion of Morgan Stanley satisfactory in
form, scope and substance to United to the effect that as of the date thereof
the Exchange Ratio pursuant to this Agreement is fair, from a financial point of
view, to the holders of United Class A Stock (other than Liberty, New United,
the Founders and their respective Affiliates) (the "Exchange Ratio Fairness
Opinion"), (b) use commercially reasonable efforts to promptly obtain the
written opinion of Morgan Stanley satisfactory in form, scope and substance to
United, as required pursuant to Section 4.11 of the Indenture with respect to
the transactions contemplated hereby and by the other Transaction Documents (the
"Indenture Fairness Opinion" and, together with the Stock Purchase Fairness
Opinion and the Exchange Ratio Fairness Opinion, the "Fairness Opinions"), (c)
take such other actions as are required to comply with Section 4.11 of the
Indenture, (d) provide Liberty with true and complete copies of the Exchange
Ratio Fairness Opinion and the Indenture Fairness Opinion promptly following its
receipt thereof, and (e) include an executed copy of the Exchange Ratio Fairness
Opinion in the Proxy Statement and the Registration Statement.

         7.23 Interim Stockholder Arrangements. From the Original Agreement Date
until the Closing or the earlier termination of this Agreement, United, Liberty
and the Founders shall comply with the terms of the Stockholders Agreement and
the Standstill Agreement, in each case in the forms attached as exhibits hereto
and, solely for purposes of this covenant, as if (a) all references to "United"
therein were references to United, (b) all references to "United Class C Stock"
therein were references to United Class B Stock, (c) the "Maximum Percentage"
were limited to the percentage determined in accordance with clause (a) of the
definition thereof in the Standstill Agreement; provided that, (i) in clause
(a)(i) of such definition, the phrase "immediately after the closing of each of
the transactions contemplated by the Merger Agreement" shall be deemed to be
replaced with the phrase "immediately after the execution and delivery of the
Merger Agreement (including the purchase of the Note Shares (as defined in the
Merger Agreement) and the other shares of United Class A Stock purchased from
United on December 3, 2001 as contemplated by the third recital of the Merger
Agreement)" and (ii) in clause (a)(iii) of such definition, the phrase "25
million shares of Common Stock" shall be deemed to be replaced with the phrase "
20 million shares of Common Stock," and the proviso clause at the end thereof
shall be deemed deleted, and (d) the Note Shares and any shares of United Class
A Stock acquired by Liberty and its Controlled Affiliates in reliance on clause
(a)(iii) of the definition of "Maximum Percentage" were not exchangeable into
shares of United Class B Stock pursuant to Section 10(a) of the Stockholders
Agreement. Further, until the Closing or the earlier termination of this
Agreement, the Liberty Parties will be entitled to vote in




                                       62
<PAGE>

their sole discretion with respect to any action or transaction that would have
required the approval of the Class C Directors or the Liberty Directors if taken
by New United or that would be inconsistent with the provisions of this
Agreement.

                                  ARTICLE VIII

                           CONDITIONS PRECEDENT TO THE
                       OBLIGATIONS OF EACH PARTY TO CLOSE

                  The respective obligations of each party to consummate the
transactions contemplated by this Agreement and the other Transaction Documents
are subject to the satisfaction or the waiver by it of each of the following
conditions on or prior to the Closing Date:

         8.1 United Stockholder Approval. The stockholders of United shall have
approved the United/New United Merger and each other matter submitted to the
vote of such stockholders pursuant to Section 7.2 by the requisite vote.

         8.2 HSR Act. All applicable waiting periods under the HSR Act shall
have expired or been terminated, without any litigation having arisen therefrom
that remains outstanding or other action having been taken by the DOJ or the FTC
that remains unresolved.

         8.3 Consents and Approvals.

                  (a) The parties hereto shall have obtained all consents,
approvals and waivers of, given all notices to, and made all Filings with (i)
each Governmental Authority identified on the Liberty Disclosure Schedule or the
United Disclosure Schedule or otherwise required in connection with the
consummation of the transactions contemplated hereby and by the other
Transaction Documents, the failure of which to be obtained, given or made would
reasonably be expected to have a Liberty Material Adverse Effect, a Material
Adverse Effect on Liberty, a United Material Adverse Effect or a New United
Material Adverse Effect, and (ii) the European Union, and all such consents,
approvals, waivers, notices and Filings referred to in clauses (i) and (ii)
shall be in full force and effect.

                  (b) The parties hereto shall have obtained all consents,
approvals and waivers of, and given all notices to, each Person other than a
Governmental Authority identified on the Liberty Disclosure Schedule, the United
Disclosure Schedule as "Required United Consents," the Founders Disclosure
Schedule or otherwise required in connection with the consummation of the
transactions contemplated hereby and by the other Transaction Documents and all
such consents, approvals, waivers and notices shall be in full force and effect,
in each case other than those that if not obtained, in force or effect, made or
given (as the case may be) would not, either individually or in the aggregate,
have a Liberty Material Adverse Effect, a United Material Adverse Effect, a New
United Material Adverse Effect or a Founder Material Adverse Effect.

         8.4 Absence of Injunctions. No permanent, preliminary or temporary
injunction, restraining order or similar order issued or entered by any court or
other Governmental Authority of competent jurisdiction, or other legal restraint
or prohibition, preventing consummation of the



                                       63
<PAGE>

transactions contemplated hereby or by the other Transaction Documents as
provided herein and therein shall be in effect.

         8.5 Fairness Opinions. United shall have obtained the Exchange Ratio
Fairness Opinion and the Indenture Fairness Opinion and none of the Fairness
Opinions shall have been withdrawn.

         8.6 Transaction Documents. Each of the Transaction Documents shall have
been executed and delivered, where applicable, effective as of the Closing, by
the parties thereto.

                                   ARTICLE IX

                           CONDITIONS PRECEDENT TO THE
                       OBLIGATIONS OF NEW UNITED TO CLOSE

                  The obligation of New United to consummate the transactions
contemplated by this Agreement and the other Transaction Documents is subject to
the fulfillment on or prior to the Closing Date, of the following conditions,
any one or more of which may be waived by New United, provided that such waiver
as it relates to conditions to be satisfied by the Liberty Parties and Liberty
Sub shall have been consented to by United and such waiver as it relates to
conditions to be satisfied by the Founders or Founder Newcos shall have been
consented to by United and Liberty:

         9.1 Representations and Warranties True as of the Closing Date.

                  (a) The representations and warranties of the Liberty Parties
set forth in Sections 4.1, 4.2, 4.5, 4.7, 4.10 and 4.11 shall be true in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date, except for changes permitted or
contemplated by this Agreement.

                  (b) The representations and warranties of each Founder set
forth in Sections 5.1, 5.2, 5.3, 5.7 and 5.9 shall be true in all material
respects on and as of the Closing Date with the same force and effect as though
made on and as of the Closing Date, except for changes permitted or contemplated
by this Agreement.

         9.2 Compliance with this Agreement. The Liberty Parties, each Founder
and each Founder Newco shall have performed and complied in all material
respects with all agreements and covenants contained in this Agreement and the
other Transaction Documents that are required to be performed or complied with
by them on or prior to the Closing Date.

         9.3 Certificates. Each Liberty Party, each Founder and each Founder
Newco shall have delivered to New United a certificate, dated the Closing Date
and signed by such party, in the case of each party that is a natural person, or
by an appropriate and duly authorized officer or representative of such party,
in the case of each party that is not a natural person, certifying that the
conditions specified in Sections 9.1 and 9.2 have been fulfilled.




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<PAGE>

         9.4 Opinion of Counsel to the Liberty Parties. New United shall have
received the opinion of one or more counsel to the Liberty Parties and an
opinion of one or more counsel to the Founders and each Founder Newco, each
dated the Closing Date, in the form set forth on Exhibit 9.4 hereto.

                                   ARTICLE X

                           CONDITIONS PRECEDENT TO THE
           OBLIGATIONS OF THE PARTIES TO THE UNITED/NEW UNITED MERGER

         10.1 United's Obligation. The obligation of United to consummate the
United/New United Merger is subject to the fulfillment on or prior to the
Closing Date of the following conditions, any one or more of which may be waived
by United:

                  (a) [Reserved.]

                  (b) United shall have received the opinion of Andersen LLP,
dated the Closing Date, to the effect that, for United States federal income tax
purposes, (i) the formation and merger of each Founder Newco with and into New
United, and the merger of United/New United Merger Sub with and into United
should be disregarded, and the acquisitions contemplated by this Agreement,
including the direct or indirect contribution of assets by Liberty and Liberty
Global to New United, when viewed as a collective whole, will be treated as a
transfer by the various parties hereto of property to New United pursuant to
Section 351 of the Code, and (ii) no gain or loss will be recognized by the
stockholders of United upon the receipt of stock in New United upon the merger
of the Founder Newcos with and into New United or upon the United/New United
Merger. In rendering such opinion, Andersen LLP may require and rely upon (and
may incorporate by reference) representations and covenants made in certificates
provided by the parties hereto and upon such other documents and data as
Andersen LLP deems appropriate as a basis for such opinion.

         10.2 New United's Obligation. The obligations of New United and
United/New United Merger Sub to consummate the United/New United Merger are
subject to the fulfillment on or prior to the Closing Date of the following
further conditions, any one or more of which may be waived by New United for
itself and on behalf of United/New United Merger Sub, provided that in the case
of clause (d) below such waiver has been consented to by Liberty:

                  (a) [Reserved.]

                  (b) [Reserved.]

                  (c) [Reserved.]

                  (d) Opinion of Counsel to United. New United and United/New
United Merger Sub shall have received the opinion of Holme Roberts & Owen LLP,
counsel to United, dated the Closing Date, in the form set forth on Exhibit
11.4(b) hereto.



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<PAGE>

         (e) Other Transactions. The transactions to be consummated prior to the
United/New United Merger as set forth in Sections 2.1, 2.2(a) and 2.2(b) shall
have been consummated in accordance with this Agreement.

                                   ARTICLE XI

                    CONDITIONS PRECEDENT TO THE OBLIGATION OF
                          THE LIBERTY PARTIES TO CLOSE

                  The obligations of the Liberty Parties to consummate the
transactions contemplated by this Agreement and the other Transaction Documents
are subject to the fulfillment on or prior to the Closing Date, of the following
conditions, any one or more of which may be waived by the Liberty Parties:

         11.1 Representations and Warranties True as of the Closing Date.

                  (a) The representations and warranties of United set forth in
Sections 6.1(a), 6.1(c), 6.1(f)(iv), 6.1(o), 6.1(p) and 6.1(t) shall be true in
all material respects on and as of the Closing Date with the same force and
effect as though made on and as of the Closing Date, except for changes
permitted or contemplated by this Agreement.

                  (b) The representations and warranties of New United set forth
in Sections 6.2(a), 6.2(b)(i), 6.2(c), 6.2(k) and 6.2(m) shall be true in all
material respects on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date, except for changes permitted or
contemplated by this Agreement.

                  (c) The representations and warranties of each Founder set
forth in Sections 5.1, 5.2, 5.3, 5.7 and 5.9 of this Agreement shall be true in
all material respects on and as of the Closing Date with the same force and
effect as though made on and as of the Closing Date, except for changes
permitted or contemplated by this Agreement.

         11.2 Compliance with this Agreement.

                  (a) Except as set forth in (b) and (c) below, United, New
United, each Founder and each Founder Newco shall have performed and complied in
all material respects with all material agreements and material covenants
contained in this Agreement and the other Transaction Documents that are
required to be performed or complied with by them on or prior to the Closing
Date.

                  (b) United shall have performed and complied in all respects
with the agreements and covenants contained in Sections 7.1(b)(v) and 7.1(f).

                  (c) New United shall have performed and complied in all
respects with the agreements and covenants contained in Sections 7.1(b)(v),
7.1(b)(xi)(B) and 7.1(b)(xii).

         11.3 Certificates. Each of United, New United, each Founder and each
Founder Newco shall have delivered to the Liberty Parties a certificate, dated
the Closing Date and signed



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<PAGE>

by such party, in the case of each party that is a natural person, or by an
appropriate and duly authorized officer or representative of such party, in the
case of each party that is not a natural person, certifying that the conditions
specified in Sections 11.1, 11.2, 11.9 and 11.10 have been fulfilled (insofar as
each such Section relates to such Person).

         11.4 Opinion of Counsel to United. The Liberty Parties shall have
received the following opinions, each dated the Closing Date: (a) the opinion of
Prickett, Jones & Elliott, in the form set forth on Exhibit 11.4(a) hereto, (b)
the opinion of Holme Roberts & Owen LLP, in the form set forth on Exhibit
11.4(b) hereto, (c) the opinion of Holme Roberts & Owen LLP, in the form set
forth on Exhibit 11.4(c) hereto and (d) the opinion of Holme Roberts & Owen LLP,
in the form set forth in Exhibit 11.4(d) hereto.

         11.5 [Reserved.]

         11.6 Tax Opinion. Liberty shall have received the opinion of Baker
Botts L.L.P., dated the Closing Date, to the effect that, for United States
federal income tax purposes, the transfers to New United in exchange for stock
of New United that are contemplated by this Agreement to be consummated on the
Closing Date, including the direct or indirect contribution of assets by Liberty
and Liberty Global to New United, when viewed as a collective whole, will be
treated as transfers of property to New United pursuant to Section 351 of the
Code. In rendering such opinion, Baker Botts L.L.P. may require and rely upon
(and may incorporate by reference) representations and covenants made in
certificates provided by the parties hereto and upon such other documents and
data as such counsel deems appropriate as a basis for such opinions.

         11.7 [Reserved.]

         11.8 [Reserved.]

         11.9 Indenture. No "Event of Default" within the meaning of Sections
6.1(a), 6.1(b), 6.1(e), 6.1(g) or 6.1(h) of the Indenture shall have occurred
and, in the case of any such "Event of Default" within the meaning of Sections
6.1(a), 6.1(b) or 6.1(e) of the Indenture, be continuing and no "Acceleration
Notice" shall have been properly given (and not rescinded) pursuant to Section
6.2 of the Indenture.

         11.10 Fee Letter. All liabilities, obligations and commitments of any
kind or nature, whether due or to become due, whether absolute, accrued, fixed
or contingent or otherwise of New United under the Fee Letter shall have been
terminated by the execution, delivery and performance of the instruments
attached as Schedule 11.10 (the "Senior Notes Agreements") and no action taken
in connection with such termination of New United's liabilities, obligations and
commitments, contingent or otherwise, shall have resulted in or given rise to
any material obligations or resulted in the loss or modification of any material
benefit of, or resulted in a Lien or Restriction on, any of the assets of New
United or any of its Subsidiaries (the "Fee Letter Condition").

         11.11 [Reserved.]

         11.12 [Reserved.]




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<PAGE>

         11.13 [Reserved.]

                                   ARTICLE XII

                    CONDITIONS PRECEDENT TO THE OBLIGATION OF
                              THE FOUNDERS TO CLOSE

                  The obligation of each of the Founders to consummate the
transactions contemplated by this Agreement and the other Transaction Documents
is subject to the fulfillment on or prior to the Closing Date of the following
conditions, any one or more of which may be waived by such Founder:

         12.1 Representations and Warranties True as of the Closing Date. The
representations and warranties of the Liberty Parties set forth in Sections 4.1,
4.2, 4.5, 4.7, 4.10 and 4.11 of this Agreement shall be true in all material
respects on and as of the Closing Date with the same force and effect as though
made on and as of the Closing Date, except for changes permitted or contemplated
by this Agreement.

         12.2 Compliance with this Agreement. The Liberty Parties shall have
performed and complied in all material respects with all agreements and
covenants contained in this Agreement and the other Transaction Documents that
are required to be performed or complied with by them on or prior to the Closing
Date.

         12.3 Certificates. Each Liberty Party shall have delivered to Founders
a certificate, dated the Closing Date and signed by an appropriate and duly
authorized officer or representative of such Liberty Party, certifying that the
conditions specified in Sections 12.1 and 12.2 have been fulfilled.

         12.4 [Reserved.]



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<PAGE>

         12.5 Tax Opinion. The Founders shall have received the opinion of
Andersen LLP, dated the Closing Date, to the effect that, for United States
federal income tax purposes, (i) the formation and merger of each Founder Newco
with and into New United, and the merger of United/New United Merger Sub with
and into United should be disregarded, and the acquisitions contemplated by this
Agreement, including the direct or indirect contribution of assets by Liberty
and Liberty Global to New United, when viewed as a collective whole, will be
treated as a transfer by the various parties hereto of property to New United
pursuant to Section 351 of the Code, and (ii) no gain or loss will be recognized
by the stockholders of United upon the receipt of stock in New United upon the
merger of the Founder Newcos with and into New United or the merger of
United/New United Merger Sub with and into United. In rendering such opinion,
Andersen LLP may require and rely upon (and may incorporate by reference)
representations and covenants made in certificates provided by the parties
hereto and upon such other documents and data as Andersen LLP deems appropriate
as a basis for such opinions.

                                  ARTICLE XIII

                                   TAX MATTERS

         13.1 [Reserved.]

         13.2 [Reserved.]

         13.3 [Reserved.]

         13.4 Transfer Taxes. All sales, use, transfer, stamp, value added,
duty, excise, stock transfer, real property transfer, real property recording,
real property gains and other similar taxes and fees arising out of or in
connection with the transactions contemplated by this Agreement and the other
Transaction Documents shall be paid by New United.

         13.5 [Reserved.]

         13.6 [Reserved.]

         13.7 [Reserved.]

         13.8 [Reserved.]

         13.9 Restructuring Transaction Indemnity. If on or before the Closing
Date, UPC or Belmarken Holding B.V. refinances, restructures, reorganizes, or
engages in any similar transaction (a "Restructuring Transaction") with respect
to or affecting any of the Liberty UPC Bonds or the Belmarken Notes, and such
Restructuring Transaction causes Liberty or any of its Affiliates, successors or
assigns to recognize income or gain or otherwise incur any Tax, then New United
shall indemnify and hold harmless Liberty and its Affiliates, successors and
assigns, on an After-Tax Basis, from and against the amount of any Adjustments
that arise from such Restructuring Transaction. New United shall pay such
amounts within ten calendar days after the later of (1) the filing of any Tax
Return which includes such income or gain recognized, or which is otherwise
filed with respect to any Tax incurred, by Liberty, or any of its Affiliates,



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<PAGE>

successors or assigns in connection with such Restructuring Transaction, and (2)
the date New United receives notice from Liberty demanding payment of such
indemnity, and to the extent not paid within such ten-day period, the amount due
shall thereafter include interest thereon at a rate per annum equal to the prime
rate as publicly announced from time to time by The Bank of New York, adjusted
as and when changes to such rate shall occur, compounded semi-annually. New
United shall pay such indemnification amount, at its election, either (a) in
cash or (b) in shares of New United Class C Stock equal to the quotient of (x)
the amount of such indemnification payment, divided by (y) US $5.00 (subject to
adjustment in the same manner as set forth in Section 2.4).

         13.10 Treatment of Indemnity Payments. To the extent permitted by law,
the parties agree to treat indemnity payments under this Article XIII as
adjustments to the consideration paid for the assets being contributed by
Liberty and Liberty Global pursuant to this Agreement.

         13.11 Survival. The covenants and agreements set forth in this Article
XIII and in Section 7.6 shall survive until the expiration of the statutes of
limitations applicable to liability to the relevant taxing authority for payment
of the Tax.

                                  ARTICLE XIV

                              CLOSING; CLOSING DATE

         14.1 Closing. Subject to the terms and conditions of this Agreement,
the closing of the transactions contemplated by Sections 2.2, 2.3 and 2.5 (the
"Closing") shall take place at the executive offices of Liberty in Englewood,
Colorado, or at such other place as the parties may agree, beginning at 10:00
a.m., local time, on a Business Day selected by the parties that is on or prior
to the fifth Business Day following the day on which the last of the conditions
to the Closing set forth in Articles VIII, IX, X, XI and XII is satisfied or
waived, or on such later date as may be agreed to by the parties.

         14.2 Closing Deliveries. At the Closing:

                  (a) each Founder shall deliver or cause to be delivered:

                           (i)      to New United, such documents or instruments
                                    as may be necessary or that New United may
                                    reasonably request in order to effect the
                                    merger of each of the Founder Newcos into
                                    New United, in accordance with the Founder
                                    Newco Merger Agreements and this Agreement,
                                    including (if applicable) (A) delivery of
                                    certificates representing all of the issued
                                    and outstanding limited liability company
                                    membership interests of the applicable
                                    Founder Newco for cancellation against
                                    delivery of the applicable Founder
                                    Consideration Shares and (B) evidence of the
                                    full and unconditional release of any Liens
                                    and Restrictions on the shares of United
                                    Common Stock held by each of the Founder
                                    Newcos, as set forth in Section 2.2(b);



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<PAGE>

                           (ii)     to Liberty, Liberty Global, New United and
                                    each other Founder, duly executed
                                    counterparts of the Stockholders Agreement;

                           (iii)    to New United and each other Founder, duly
                                    executed counterparts of the Voting
                                    Agreement; and

                           (iv)     if such Founder is a Series E Holder, (A) to
                                    United, the stock certificate or stock
                                    certificates representing all shares of
                                    United Series E Preferred Stock held by such
                                    Series E Holder for cancellation against
                                    delivery of the appropriate number of shares
                                    of Surviving Entity Class A Stock, as
                                    contemplated by the United/New United Merger
                                    Agreement, and (B) to New United and each
                                    other Series E Holder, duly executed
                                    counterparts of the Exchange Agreement.

                  (b) Liberty Global shall deliver or cause to be delivered:

                           (i)      to New United, the stock certificate or
                                    stock certificates representing the Liberty
                                    Global Shares, all duly endorsed in blank or
                                    with separate notarized stock powers
                                    attached thereto duly executed in blank and
                                    otherwise in proper form for transfer with
                                    all necessary documentary or transfer tax
                                    stamps affixed;

                           (ii)     to New United, Liberty and each Founder,
                                    duly executed counterparts of the
                                    Stockholders Agreement;

                           (iii)    to New United and Liberty, duly executed
                                    counterparts of the Standstill Agreement and
                                    the Registration Rights Agreement; and

                           (iv)     to New United and Liberty, duly executed
                                    counterparts of the New United Covenant
                                    Agreement.

                  (c) Schneider shall deliver to New United a stock certificate
representing one share of United Class A Stock, duly endorsed in blank or with a
separate notarized stock power attached thereto duly executed in blank and
otherwise in proper form for transfer with all necessary documents or transfer
tax stamps affixed.

                  (d) Liberty shall deliver or cause to be delivered:

                           (i)      to New United, (A) the Belmarken Notes or
                                    the proceeds thereof, in each case in proper
                                    form for transfer, (B) appropriate
                                    instruments, duly executed by Liberty Sub,
                                    assigning all of Liberty Sub's rights and
                                    obligations under the Belmarken Loan
                                    Agreements, (C) payment of the Cash
                                    Contribution, (D) the Note Shares and (E)
                                    the Liberty UPC Bonds and/or the
                                    Restructuring Proceeds, in each case in
                                    proper form for transfer;



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<PAGE>

                           (ii)     to New United and LMI, duly executed
                                    counterparts of the No Waiver Agreement;

                           (iii)    [Reserved.]

                           (iv)     to New United, Liberty Global and each
                                    Founder, duly executed counterparts of the
                                    Stockholders' Agreement;

                           (v)      to New United and Liberty Global, duly
                                    executed counterparts of the Standstill
                                    Agreement and the Registration Rights
                                    Agreement;

                           (vi)     to United and Liberty Global, duly executed
                                    counterparts of the United/Liberty
                                    Agreement;

                           (vii)    to Liberty Global and New United, duly
                                    executed counterparts of the New United
                                    Covenant Agreement; and

                           (viii)   if the Note Repayment Amount or any portion
                                    thereof is being paid at the Closing, to
                                    UIPI, (A) payment of the Note Repayment
                                    Amount or portion thereof by delivery of
                                    cash, Liberty 2009 Notes or a combination
                                    thereof, or such other form of consideration
                                    provided for in the Notes Tender Letter
                                    Agreement or as may be acceptable to United,
                                    as provided in Section 2.3 and (B) if
                                    applicable, a duly executed counterpart of
                                    the Liberty 2009 Notes Registration Rights
                                    Agreement.

                  (e) New United shall deliver or cause to be delivered:

                           (i)      to Liberty Global or the appropriate
                                    Contributing Party or Contributing Parties,
                                    newly issued stock certificates representing
                                    the Liberty Global Consideration Shares;

                           (ii)     to each Founder, newly issued stock
                                    certificates representing the Founder
                                    Consideration Shares to be issued to such
                                    Founder pursuant to Section 2.2(b),
                                    registered in the name of such Founder;

                           (iii)    to Liberty or the appropriate Contributing
                                    Party or Contributing Parties, newly issued
                                    stock certificates representing the Liberty
                                    Consideration Shares and the Liberty
                                    Contribution Shares;

                           (iv)     to Liberty, appropriate instruments, duly
                                    executed by New United, assuming all of
                                    Liberty Sub's obligations under the
                                    Belmarken Loan Agreements;

                           (v)      to Liberty and LMI, duly executed
                                    counterparts of the No Waiver Agreement;



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<PAGE>

                           (vi)     to Liberty Global, Liberty and each Founder,
                                    duly executed counterparts of the
                                    Stockholders Agreement;

                           (vii)    to each Founder, duly executed counterparts
                                    of the Voting Agreement;

                           (viii)   to Liberty Global and Liberty, duly executed
                                    counterparts of the Standstill Agreement and
                                    the Registration Rights Agreement;

                           (ix)     to United, duly executed counterparts of the
                                    Certificate of Merger;

                           (x)      to each Series E Holder, duly executed
                                    counterparts of the Exchange Agreement; and

                           (xi)     to Liberty and Liberty Global, duly executed
                                    counterparts of the New United Covenant
                                    Agreement.

                  (f) United shall deliver or cause to be delivered:

                           (i)      to New United, duly executed counterparts of
                                    the Certificate of Merger;

                           (ii)     if, at the Closing, the Note Repayment
                                    Amount or any portion thereof is being paid
                                    or the $310,000,000 Notes or any portion
                                    thereof are being assumed by New United, to
                                    Liberty, (A) if applicable, the $310,000,000
                                    Notes for cancellation against payment of
                                    the Note Repayment Amount as provided in
                                    Section 2.3, (B) if applicable, a
                                    counterpart of the Liberty 2009 Notes
                                    Registration Rights Agreement, duly executed
                                    by UIPI and United and (C) an appropriate
                                    instrument, duly executed by United and by
                                    each of its Controlled Affiliates that is a
                                    beneficiary of the Liberty Guaranty,
                                    irrevocably releasing Liberty from all of
                                    its obligations under the Liberty Guaranty;
                                    and

                           (iii)    to Liberty and Liberty Global, duly executed
                                    counterparts of the United/Liberty
                                    Agreement; and

                           (iv)     to each Series E Holder, newly issued stock
                                    certificates representing the shares of
                                    Surviving Entity Class A Stock to be issued
                                    to such Series E Holder, as contemplated by
                                    the United/New United Merger Agreement,
                                    registered in the name of such Series E
                                    Holder.

                  (g) LMI shall deliver or cause to be delivered to New United
and Liberty, duly executed counterparts of the No Waiver Agreement.

                  (h) Each of the parties shall also deliver or cause to be
delivered the certificates, opinions and other documents required by Articles
VIII, IX, X, XI and XII.




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<PAGE>

                  (i) All shares of New United Class C Stock required to be
delivered to a Liberty Party shall be represented by newly issued stock
certificates registered in the name of the applicable Liberty Party or, at its
direction, an Affiliate thereof. All payments of cash to be made to a party or
an Affiliate thereof shall be made by wire transfer of immediately available
funds to an account or accounts at a domestic bank identified by the applicable
party by written notice to the party making or causing to be made such payment
at least three Business Days prior to the applicable Closing.

                                   ARTICLE XV

                     SURVIVAL OF REPRESENTATIONS, WARRANTIES
                         AND COVENANTS; INDEMNIFICATION

         15.1 Survival of Representations, Warranties and Covenants. All
representations and warranties contained in this Agreement shall survive the
execution and delivery hereof and the Closing hereunder, and, except as
otherwise specifically provided in this Agreement, shall thereafter terminate
and expire on the first anniversary of the Closing Date; provided, however, that
the representations and warranties set forth in Sections 4.2 (fourth and fifth
sentences only), 4.3, 4.4, 4.5, 4.7, 4.11, 5.3(c), 5.4, 5.7, 6.1(c)(ii), 6.1(d),
6.1(e), 6.1(f)(i) (second, third and fourth sentences only), 6.1(f)(iv),
6.1(g)(iii), 6.1(j), 6.1(k) (last sentence only), 6.1(o), 6.2(b)(i) (eighth
sentence only), 6.2(c)(ii), 6.2(d), 6.2(e), 6.2(g)(iii), 6.2.(j), and 6.2(k)
shall survive until the expiration of the applicable statute of limitations. The
covenants and agreements made by each party in this Agreement and the other
Transaction Documents will survive the Closing without limitation (except
pursuant to their terms). Any representation, warranty or covenant that is the
subject of a claim or dispute asserted in writing prior to the expiration of the
applicable of the above-stated periods shall survive with respect to such claim
or dispute until the final resolution thereof.

         15.2 Indemnification by Liberty Party. Subject to written notice of
such claim for indemnification being given to the applicable Liberty Party
within the appropriate survival period referred to in Section 15.1, such Liberty
Party, severally and not jointly, hereby agrees to indemnify and hold New United
and its directors, officers, employees, Affiliates, agents, successors and
assigns (collectively, the "Liberty Media Indemnified Parties") harmless from
and against any and all losses, liabilities, damages, deficiencies, and
obligations ("Losses") resulting from, based upon, arising out of or otherwise
in respect of, and all claims, actions, suits, proceedings, demands, judgments,
assessments, fines, interest, penalties, costs and expenses (including amounts
reasonably paid in settlement and reasonable legal, accounting, experts and
other fees, costs and expenses) ("Claims") incident or relating to or resulting
from, (a) any inaccuracy in or any breach of any representation or warranty of
such Liberty Party contained in this Agreement or in any certificate delivered
by or on behalf of such Liberty Party pursuant to this Agreement, (b) any
nonperformance or breach of any covenant or agreement of such Liberty Party
contained in this Agreement or (c) any Claim brought by a third party against a
Liberty Media Indemnified Party in respect of any untrue statement of a material
fact in the Proxy Statement or Registration Statement, or omission to state any
material fact required to be stated therein, or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading to the extent that such untrue statement or omission was




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<PAGE>

based upon information provided by or on behalf of such Liberty Party in writing
expressly for purposes of inclusion in the Proxy Statement or Registration
Statement.

         15.3 Indemnification by Founders. Subject to written notice of such
claim for indemnification being given to the applicable Founder within the
appropriate survival period referred to in Section 15.1, such Founder, severally
and not jointly, hereby agrees to indemnify and hold New United and its
directors, officers, employees, Affiliates, agents, successors and assigns
(collectively, the "Founder Indemnified Parties") harmless from and against any
and all Losses resulting from, based upon, arising out of or otherwise in
respect of, and all Claims incident or relating to or resulting from (a) any
inaccuracy in or any breach of any representation or warranty of such Founder
contained in this Agreement or in any certificate delivered by or on behalf of
such Founder or its Founder Newco pursuant to this Agreement or the applicable
Founder Newco Merger Agreement, (b) any nonperformance or breach of any covenant
or agreement of such Founder contained in this Agreement, and (c) any Claim
brought by a third party against a Founder Indemnified Party in respect of any
untrue statement of a material fact in the Proxy Statement or Registration
Statement, or omission to state any material fact required to be stated therein,
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading to the extent that such
untrue statement or omission was based upon information provided by or on behalf
of such Founder in writing expressly for purposes of inclusion in the Proxy
Statement or Registration Statement.

         15.4 Indemnification by New United and United. Subject to written
notice of such claim for indemnification being given to New United within the
appropriate survival period referred to in Section 15.1, New United hereby
agrees to indemnify and hold each Liberty Party and their respective directors,
officers, employees, Affiliates, agents, successors and assigns (collectively,
the "New United Indemnified Parties") harmless from and against any and all
Losses resulting from, based upon, arising out of or otherwise in respect of,
and all Claims incident or relating to or resulting from (a) any inaccuracy in
or any breach of any representation or warranty of United or New United
contained in this Agreement or in any certificate delivered by or on behalf of
United or New United pursuant to this Agreement, (b) any nonperformance or
breach of any covenant or agreement of United or New United contained in this
Agreement or any other Transaction Document, (c) any Claim brought by a third
party against a New United Indemnified Party in respect of any untrue statement
of a material fact in the Proxy Statement or Registration Statement, or omission
to state any material fact required to be stated therein, or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading, except to the extent that such untrue statement or
omission was based upon information provided by or on behalf of a Liberty Party
in writing expressly for purposes of inclusion in the Proxy Statement or
Registration Statement, and (d) all obligations and liabilities of whatever kind
and nature, primary or secondary, direct or indirect, absolute or contingent,
known or unknown, whether arising before, on or after the Closing Date arising
out of or relating to the Belmarken Loan Agreements or any Restructuring
Transaction, other than to the extent such obligation or liability arises out of
a breach of a representation, warranty, covenant or agreement of the Liberty
Parties contained in this Agreement. Subject to written notice of such claim for
indemnification being given to United within the appropriate survival period
referred to in Section 15.1, United hereby agrees to indemnify and hold New
United and its directors, officers, employees, Controlled Affiliates, agents,
successors and assigns (collectively, the "United Indemnified Parties") harmless
from and against any and all Losses resulting from, based upon, arising out of
or otherwise in respect of, and all Claims incident or relating to or




                                       75
<PAGE>

resulting from (a) any inaccuracy in or any breach of any representation or
warranty of United contained in this Agreement or in any certificate delivered
by or on behalf of United pursuant to this Agreement, (b) any nonperformance or
breach of any covenant or agreement of United contained in this Agreement or any
other Transaction Document and (c) any Claim brought by a third party against a
United Indemnified Party in respect of any untrue statement of a material fact
in the Proxy Statement or Registration Statement, or omission to state any
material fact required to be stated therein, or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except to the extent that such untrue statement or omission was
based upon information provided by or on behalf of a Liberty Party in writing
expressly for purposes of inclusion in the Proxy Statement or Registration
Statement.

         15.5 Defense of Action.

                  (a) Any Person seeking indemnification under Section 15.2,
15.3 or 15.4 (the "Indemnified Party") with respect to any third party claim,
investigation, action, suit or proceeding (collectively, an "Action") shall
promptly give notice of such Action to the party from which such indemnification
is sought (the "Indemnifying Party"). The Indemnified Party's failure to so
notify the Indemnifying Party of any Action shall not release the Indemnifying
Party, in whole or in part, from its obligations to indemnify under this
Article, except to the extent that the Indemnified Party's failure to so notify
actually prejudices the Indemnifying Party's ability to defend against such
Action. The Indemnified Party shall be entitled, at the sole expense and
liability of the Indemnifying Party, to exercise full control of the defense,
compromise or settlement of any such Action unless the Indemnifying Party,
within a reasonable time after the giving of such notice by the Indemnified
Party, shall (i) deliver a written confirmation to such Indemnified Party that
the indemnification provisions of Section 15.2, 15.3 or 15.4 (as the case may
be) are applicable to such Action and that, subject to the remaining provisions
of this Article XV, the Indemnifying Party will indemnify such Indemnified Party
in respect of such Action pursuant to the terms of Section 15.2, 15.3 or 15.4
(as the case may be), (ii) notify such Indemnified Party in writing of the
Indemnifying Party's intention to assume the defense thereof, and (iii) retain
legal counsel reasonably satisfactory to such Indemnified Party to conduct the
defense of such Action.

                  (b) The Indemnified Party and the Indemnifying Party shall
cooperate with the party assuming the defense, compromise or settlement of any
such Action in accordance herewith in any manner that such party reasonably may
request. If the Indemnifying Party so assumes the defense of any such Action,
the Indemnified Party shall have the right to employ separate counsel and to
participate in (but not control) the defense, compromise, or settlement thereof,
but the fees and expenses of such counsel shall be the expense of such
Indemnified Party unless (i) the Indemnifying Party has specifically agreed to
pay such fees and expenses, (ii) any relief other than the payment of money
damages is sought against the Indemnified Party or (iii) the Indemnified Party
shall have been advised by its counsel that there may be one or more legal
defenses available to it that are different from or additional to those
available to the Indemnifying Party or that there may be a conflict of interest
between the Indemnifying Party and the Indemnified Party in the conduct of the
defense of such Action (in either of which cases the Indemnifying Party shall
not have the right to direct the defense, compromise or settlement of




                                       76
<PAGE>

such Action on behalf of the Indemnified Party), and in any such case the
reasonable fees and expenses of such separate counsel shall be borne by the
Indemnifying Party, it being understood and agreed, however, that the
Indemnifying Party shall not be liable for the fees and expenses of more than
one separate firm of attorneys at any time for the Indemnified Party together
with its Affiliates, unless there shall be a conflict of interest between the
Indemnified Party and an Affiliate thereof, in which case the Indemnifying Party
shall not be liable for the fees and expenses of more than an aggregate of two
separate firms of attorneys at any time for the Indemnified Party and its
Affiliates. No Indemnified Party shall settle or compromise or consent to entry
of any judgment with respect to any such Action for which it is entitled to
indemnification hereunder without the prior written consent of the Indemnifying
Party, unless the Indemnifying Party shall have failed, after reasonable notice
thereof, to undertake control of such Action in the manner provided above in
this Section 15.5. The Indemnifying Party shall not, without the written consent
of the Indemnified Party, settle or compromise or consent to entry of any
judgment with respect to any such Action (x) in which any relief other than the
payment of money damages is or may be sought against any Indemnified Party, or
(y) that does not include as an unconditional term thereof the giving by the
claimant, party conducting such investigation, plaintiff or petitioner to such
Indemnified Party of a release from all liability with respect to such Action.

                  (c) If the indemnification provisions contained in this
Article XV and the indemnification provisions contained in Article XIII are both
applicable with respect to any particular matter, then the indemnification
provisions contained in Article XIII shall be controlling and shall apply for
all purposes as to such matter.

         15.6 Limitations on Indemnification for Breach of Representations and
Warranties. No indemnification by a Liberty Party or New United under Section
15.2 or 15.4 hereof in respect of an inaccuracy in or breach of any
representation or warranty in this Agreement or in any certificate delivered
pursuant hereto (other than, in each case, the Basket Exceptions, as defined
below), shall be due and payable (a) in respect of any individual claim unless
such claim equals or exceeds US $1,000,000, and (b) unless the aggregate amount
of such claims equal to or in excess of US $1,000,000 exceeds US $150,000,000
(the "Basket Amount"), whereupon the applicable Liberty Party or New United, as
the case may be, shall be obligated to pay only the excess of the aggregate
amount of such claims for indemnification over the Basket Amount. The
indemnification obligations under Sections 15.2 and 15.4 in respect of an
inaccuracy in or breach of any of the following representations or warranties
(collectively, the "Basket Exceptions") will not be subject to the limitations
of the preceding sentence: the representations and warranties in Sections 4.3,
6.1(d) and 6.2(d) ("Brokers' and Finders' Fees"); the representations and
warranties in Sections 4.5 ("Ownership of United Class B Stock"); the
representations and warranties in Sections 4.2 (fifth sentence only and only as
such sentence relates to (1) the certificates or articles of incorporation and
bylaws of the Liberty Parties and (2) Delaware Law), 6.1(c)(ii) (second sentence
only and only as such sentence relates to (1) the certificate of incorporation
and bylaws of United, (2) Delaware law and (3) any Contract evidencing or
securing any outstanding indebtedness of United or any of its Subsidiaries or
pursuant to which any such outstanding indebtedness was incurred) and 6.2(c)(ii)
("Consents and No Conflicts"); the representations and warranties in Sections
4.4, 6.1(e) and 6.2(e) ("Legal Proceedings"); the representations and warranties
in Sections 6.1(k) ("Contracts and Commitments") (last sentence only) and 6.2(j)
("Contracts; No Breach"); the representations and warranties in Section
6.1(f)(iv) ("United




                                       77
<PAGE>

A/P"); the representations and warranties in Sections 6.1(o) and 6.2(k)
("Section 203 and Similar Laws"); the representations and warranties in the
eighth sentence of Section 6.2(b)(i), that the shares of New United stock to be
issued pursuant to this Agreement and the other Transaction Documents have been
duly authorized and when issued will be validly issued, fully paid,
nonassessable and free of preemptive rights and Liens and Restrictions; the
representations and warranties in Section 6.1(j)(ix) ("Taxes"); the
representations and warranties in Section 4.7 ("Belmarken Notes"); the
representations and warranties in Section 4.11 ("Liberty UPC Bonds"); and the
representations and warranties in Sections 6.2(g)(iii) with respect to the
absence of New United liabilities. In the event of any inaccuracy in or any
breach of any representation or warranty in this Agreement or in any certificate
delivered pursuant hereto, if such representation or warranty contains a
materiality qualifier (including without limitation a reference to a Material
Adverse Effect, a Material Adverse Change, a Liberty Material Adverse Effect, a
New United Material Adverse Effect or a United Material Adverse Effect) then
such materiality qualifier shall be considered for purposes of determining
whether there has been any inaccuracy or breach subject to indemnification under
this Article XV, but such materiality qualifier shall not be considered for
purposes of determining whether any claim pursuant to this Article XV equals or
exceeds the monetary thresholds set forth in clauses (a) and (b) above.

         15.7 Insurance Proceeds. The amount that any party may be required to
pay to another party pursuant to this Article XV shall be reduced
(retroactively, if necessary) by any insurance proceeds or refunds actually
recovered by or on behalf of the applicable Indemnified Party in reduction of
the related Losses and Claims. If an Indemnified Party shall have received the
payment required by this Article XV from the Indemnifying Party in respect of
Losses and Claims and shall subsequently receive insurance proceeds in respect
of such Losses and Claims, then the Indemnified Party shall promptly repay to
the Indemnifying Party a sum equal to the amount of such insurance proceeds or
refunds actually received, net of costs and expenses, but not exceeding the
amount paid by the Indemnifying Party in respect of such Losses and Claims.

         15.8 Exclusive Monetary Remedy; No Consequential Damages. The parties
hereto hereby acknowledge and agree that their sole and exclusive remedy for
monetary damages with respect to any and all claims relating to the subject
matter of this Agreement (except damages resulting from the commission of fraud
with respect to the subject matter of this Agreement) shall be pursuant to the
indemnification provisions set forth in Articles XIII and XV; provided, however,
that nothing in this Section 15.8 shall limit in any way the availability of
specific performance, injunctive relief or other equitable remedies to which a
party may otherwise be entitled. In no event shall any party hereto be liable to
another party hereto for such other party's lost profits, lost revenues or other
indirect or consequential damages.

                                  ARTICLE XVI

                            TERMINATION OF AGREEMENT

         16.1 Termination. This Agreement may be terminated and the transactions
contemplated hereby and by the other Transaction Documents abandoned at any time
prior to the Closing (i) by the mutual written consent of United and Liberty,
(ii) by Liberty if United shall not have obtained the Exchange Ratio Fairness
Opinion and the Indenture Fairness Opinion on or before January 15, 2002, or
(iii) by either United or Liberty by giving written notice of




                                       78
<PAGE>

termination to the other if the Closing shall not have occurred on or before
February 28, 2002; provided, however, that (A) if the United Stockholders
Meeting has not been held on or before February 28, 2002, but (1) the United
Stockholders Meeting is scheduled to occur on or before March 29, 2002 and (2)
the Proxy Statement was mailed to United's Stockholders on or before February
14, 2002, then such date shall be extended to March 29, 2002, (B) if the Closing
has not occurred solely because a "Default" or "Event of Default" within the
meaning of the Indenture shall have occurred and be continuing (other than any
"Event of Default" within the meaning of Sections 6.1(a), 6.1(b), 6.1(e), 6.1(g)
or 6.1(h) of the Indenture) and, as a result of the continuance of such
"Default" or "Event of Default," the condition to closing set forth in Section
11.1 (insofar as it relates to Section 6.1(c)(ii)(z)) shall not have been
satisfied, such "Default" or "Event of Default" is of a type that is amenable to
cure without violation of the terms of this Agreement and United is, and has
been since becoming aware of such "Default" or "Event of Default," vigorously
pursuing the cure of such "Default" or "Event of Default," such date shall be
extended once to the earliest of (1) April 13, 2002 and (2) 14 days from the
date that, but for the occurrence or continuance of such "Default" or "Event of
Default," all of the conditions to Closing (except for the delivery of
consideration, instruments, certificates and opinions to be delivered at the
Closing) were or could have been satisfied, and (C) if the Closing shall not
have occurred on or before February 28, 2002 solely because an "Acceleration
Notice" has been given (and not rescinded) pursuant to Section 6.2 of the
Indenture, and as a result the condition to Closing set forth in Section 11.9
has not been satisfied, but United is vigorously contesting such Acceleration
Notice in an appropriate legal forum in good faith, then such date shall be
extended to the earliest of (1) April 29, 2002, (2) such date that United is no
longer vigorously contesting such Acceleration Notice in an appropriate legal
forum in good faith and (3) such date that such Acceleration Notice is
rescinded; provided further, however, that the right to terminate this Agreement
under clause (iii) shall not be available to United, on the one hand, or
Liberty, on the other hand, if the failure of the Closing to occur prior to such
date was a result of, in the case of United, any breach by United or any of its
Affiliates or, in the case of Liberty, any breach by any Liberty Party or any of
its Affiliates, of any of the representations, warranties, covenants or
agreements of such Person contained herein or in the other Transaction
Documents.

         16.2 Limitation of Liabilities in the Event of Termination. In the
event of any termination of this Agreement pursuant to Section 16.1, this
Agreement shall forthwith become wholly void and of no further force and effect
and there shall be no liability on the part of any of the parties hereto or
their respective Affiliates, officers or directors by reason hereof except (i)
that the provisions of Sections 2.3(a)(i) (proviso only), 7.14(b), 7.14(c),
7.14(d), this Section 16.2, Section 16.3 and Article XVII shall survive the
termination of this Agreement, and (ii) nothing herein shall relieve any party
hereto from liability for any breach by it or any of its Affiliates of any of
its or their representations, warranties, covenants or agreements made herein or
in the other Transaction Documents.

         16.3 Stockholder Arrangements. In the event of any termination of this
Agreement pursuant to Section 16.1, Liberty, United and the Founders will in
good faith negotiate agreements providing for stockholder and standstill
obligations and containing terms substantially similar to those provided for in
the forms of Stockholders Agreement and Standstill Agreement included as
exhibits to this Agreement, provided that (a) the "Maximum Percentage" or
similar provision in such agreements shall be computed in a manner consistent
with the methodology set forth in Section 7.23(c) hereof, (b) the Note Shares
and any shares of United




                                       79
<PAGE>

Class A Stock acquired by Liberty and its Controlled Affiliates in reliance on
clause (a)(iii) of the definition of "Maximum Percentage" shall not, pursuant to
such agreements, be exchangeable into shares of United Class B Stock as provided
in Section 10(a) of the Stockholders Agreement.

                                  ARTICLE XVII

                                  MISCELLANEOUS

         17.1 Expenses. Except as set forth specifically herein, each party
hereto shall pay its own expenses (including fees and expenses of legal counsel,
investment bankers, brokers or other representatives or consultants) in
connection with the transactions contemplated hereby (whether or not such
transactions are consummated). United shall pay, or cause to be paid, (a) all
filing fees in connection with any filings under the HSR Act required to be made
by Schneider or by Liberty Media or any of its subsidiaries and (b) all filing
fees and other costs and expenses of any kind whatsoever (including fees and
expenses of counsel) in connection with obtaining or making any consents,
approvals or waivers of, notices to or filings with any third parties or
Governmental Authorities that are required to be obtained or made as a result of
the Closing occurring on any date after November 30, 2001. In the event of any
proceeding to enforce this Agreement, the prevailing party shall be entitled to
receive from the losing party all reasonable costs and expenses, including the
reasonable fees of attorneys, accountants and other experts, incurred by the
prevailing party in investigating and prosecuting (or defending) such action at
trial or upon any appeal.

         17.2 Entire Agreement; Release. This Agreement (together with the
Schedules and Exhibits annexed hereto) and the other Transaction Documents
contain, and are intended as, a complete statement of all of the terms of the
agreements among the parties and their respective Affiliates with respect to the
matters provided for herein and therein, and, whether or not the Closing occurs,
supersede and discharge any previous agreements and understandings between the
parties with respect to those matters, including the Original Agreement (except
for the Disclosure Schedules provided pursuant thereto), the Letter Agreement
and the August 1999 Agreement; provided, however, that (1) the Founders'
Agreement, dated as of September 30, 1999, among certain of the Founders shall
survive the execution of the Original Agreement and the execution of this
Agreement in accordance with its terms with respect to the Founders that are
party thereto, (2) the Notes Tender Letter Agreement shall survive the execution
hereof in accordance with its terms, and (3) the letter agreement, dated
September 18, 2000, between United and Liberty Media (the "September 18 Letter
Agreement") shall survive the execution hereof in accordance with its terms,
except that (i) references therein to the "June 2000 Agreement" shall be deemed
to refer to the Letter Agreement and the reference in the third paragraph
thereof to the "Sum of the Parts" method set forth in paragraph 5 of Exhibit A
to the "June 2000 Agreement" shall instead be deemed to refer to the
Sum-of-the-Parts method described in paragraph 5 of the Letter Agreement, and
(ii) the September 18 Letter Agreement shall terminate immediately upon the
occurrence of the Closing. Each of United, on the one hand, and Liberty and LMI,
on the other hand, furthermore, hereby releases and forever discharges each
other party and their respective Affiliates of and from any and all claims,
causes of action and liabilities of any kind whatsoever, now existing or
hereafter arising, whether known or unknown, that arise out of or in any way
relate to the Letter Agreement, its inducement, its




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<PAGE>

negotiation, the negotiation of definitive documents to consummate the
transactions contemplated by it or its alleged non-performance, including,
without limitation, claims for fraud, misrepresentation, non-disclosure,
promissory estoppel, equitable estoppel, breach of express contract, breach of
implied contract or breach of the covenant of good faith and fair dealing.

         17.3 Governing Law; Waiver of Jury Trial, Etc. This Agreement shall be
governed by and construed in accordance with the laws of the State of Colorado
applied to contracts made and wholly performed in such State, without regard to
principles governing conflicts of law, except to the extent that the United/New
United Merger and the Founder Newco Mergers are necessarily governed by the laws
of the State of Delaware. Each of the parties (a) will submit itself to the
non-exclusive jurisdiction of any federal court located in the State of Colorado
or any Colorado state court having subject matter jurisdiction in the event any
dispute arises out of this Agreement, (b) agrees that venue will be proper as to
any proceeding brought in any such court with respect to such a dispute, (c)
will not attempt to deny or defeat such personal jurisdiction or venue by motion
or other request for leave from any such court and (d) WAIVES ANY RIGHT TO A
TRIAL BY JURY in any proceeding brought with respect to this Agreement or the
transactions contemplated hereby.

         17.4 Headings. The table of contents and article and section headings
of this Agreement are for reference purposes only and are to be given no effect
in the construction or interpretation of this Agreement.

         17.5 Notices. All notices and other communications hereunder shall be
in writing and shall be delivered personally, telecopied (if receipt of which is
confirmed by the person to whom sent), sent by nationally recognized overnight
delivery service or mailed by registered or certified mail (if return receipt is
requested) to the parties at the following addresses (or to such other Person or
address for a party as shall be specified by such party by like notice) (notice
shall be deemed given upon receipt, if delivered personally, by overnight
delivery service or by telecopy, or on the third Business Day following mailing,
if mailed, except that notice of a change of address shall not be deemed given
until actually received):

                  (a) If to any Liberty Party, to it at:

                           12300 Liberty Boulevard
                           Englewood, Colorado 80112
                           Attention:  Elizabeth M. Markowski
                           Telephone: (720) 875-6209
                           Telecopier: (720) 875-5858



                                       81
<PAGE>

                           with copies to:

                           Baker Botts L.L.P.
                           599 Lexington Avenue
                           New York, New York 10022
                           Attention:  Robert W. Murray Jr.
                           Telephone: (212) 705-5000
                           Telecopier: (212) 705-5125

                           and

                           Sherman & Howard
                           633 17th Street, Suite 3000
                           Denver, Colorado  80202
                           Attention:  Amy L. Hirter
                           Telephone: (303) 297-2900
                           Telecopier: (303) 298-0940

                  (b) If to the Founders, to:

                           Gene Schneider
                           c/o UnitedGlobalCom, Inc.
                           4643 South Ulster Street, #1300
                           Denver, Colorado 80237
                           Attention:  General Counsel
                           Telephone: (303) 770-4001
                           Telecopier: (303) 220-3117

                  (c) If to any of United, New United or United/New United

                           Merger Sub, to such party at:

                           4643 South Ulster Street, #1300
                           Denver, Colorado 80237
                           Attention: General Counsel
                           Telephone: (303) 770-4001
                           Telecopier: (303) 220-3117

                           with a copy to:

                           Holme Roberts & Owen LLP
                           1700 Lincoln Street
                           Suite 4100
                           Denver, Colorado 80203
                           Attention:  W. Dean Salter
                           Telephone: (303) 861-7000
                           Telecopier: (303) 861-0200



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<PAGE>

         17.6 Separability. If at any time any of the covenants or provisions
contained herein shall be deemed invalid or unenforceable by the laws of the
jurisdiction wherein it is to be enforced, such covenants or provisions shall be
considered divisible as to such portion and such covenants or provisions shall
become and be immediately amended and reformed to include only such covenants or
provisions as are enforceable by the court or other body having jurisdiction of
this Agreement; and the parties agree that such covenants or provisions, as so
amended and reformed, shall be valid and binding as though the invalid or
unenforceable portion had not been included herein.

         17.7 Amendment; Waiver. No provision of this Agreement may be amended
or modified except by an instrument or instruments in writing signed by the
parties hereto. Any party may waive compliance by another with any of the
provisions of this Agreement. No waiver of any provision hereof shall be
construed as a waiver of any other provision. Any waiver must be in writing.

         17.8 Publicity. Except as required by law or regulation or the
requirements of The Nasdaq Stock Market or The New York Stock Exchange, no
public disclosure or publicity concerning the subject matter hereof or the
transactions contemplated hereby or by the other Transaction Documents will be
made without the prior approval of Liberty and United.

         17.9 Assignment and Binding Effect. Except as contemplated by Sections
2.2(f) and 7.2, none of the parties hereto may assign any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of (i) United or, following the United/New United Merger, New United, in
the case of any Liberty Party, and (ii) Liberty, in the case of any Founder,
United or New United. All of the terms and provisions of this Agreement shall be
binding on, and shall inure to the benefit of, the respective successors and
permitted assigns of the parties.

         17.10 No Benefit to Others. The representations, warranties, covenants
and agreements contained in this Agreement are for the sole benefit of the
parties hereto, their respective Affiliates, and the respective successors and
assigns of the parties hereto and their respective Affiliates, and they shall
not be construed as conferring and are not intended to confer any rights on any
other Persons.

         17.11 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument.

         17.12 Interpretation. As used herein, except as otherwise indicated
herein or as the context may otherwise require, the words "include," "includes"
and "including" are deemed to be followed by "without limitation" whether or not
they are in fact followed by such words or words of like import; the words
"hereof," "herein," "hereunder" and comparable terms refer to the entirety of
this Agreement, including the Exhibits, Disclosure Schedules and other Schedules
hereto, and not to any particular article, section or other subdivision hereof
or Exhibit, Disclosure Schedule or Schedule hereto; the phrase "made available"
means that the information referred to has been made available if requested by
the party hereto to whom such information is to be made available; any pronoun
shall include the corresponding masculine, feminine and neuter forms;





                                       83
<PAGE>



the singular includes the plural and vice versa; references to any agreement or
other document are to such agreement or document as amended and supplemented
from time to time; references to any statute or regulation are to it as amended
and supplemented from time to time, and to any corresponding provisions of
successor statutes or regulations; references to "Article," "Section" or another
subdivision or to an "Exhibit" or "Schedule" are to an article, section or
subdivision hereof or an "Exhibit" or " Schedule" hereto; all references to a
"Disclosure Schedule" shall be deemed to refer to the relevant Disclosure
Schedule provided pursuant to the Original Agreement; and all references to "the
date hereof," "the date of this Agreement" or similar terms (but excluding (1)
such references as otherwise described in Articles IV, V and VI, and (2)
references to the date of execution hereof) refer to the date first above
written, notwithstanding that the parties may have executed this Agreement on a
later date. In this Agreement, except as otherwise specifically provided, any
reference to any event, change, condition or effect being "material" with
respect to any Person or group of Persons means any material event, change,
condition or effect related to the condition (financial or otherwise),
properties, assets (including intangible assets), liabilities, business,
operations, results of operations or prospects of such Person or group of
Persons. In this Agreement, any reference to a "Material Adverse Change" or
"Material Adverse Effect" with respect to any Person or group of Persons means
any event, change or effect that is materially adverse to the condition
(financial or otherwise), properties, assets, liabilities, business, operations,
results of operations or prospects of such Person and its Subsidiaries, taken as
a whole, except to the extent that such change, event or effect is attributable
to or results from (i) changes affecting the securities or capital markets or
economic conditions generally in the country or countries in which such Person
or group of Persons conduct their businesses, (ii) changes affecting the
industries in which such Person or group of Persons operate generally (as
opposed to changes affecting any such Person or group of Persons specifically or
predominantly), (iii) the effect of the public announcement of this Agreement or
the pendency of the transactions contemplated hereby and by the other
Transaction Documents, or (iv) changes in GAAP. In this Agreement, any reference
to a party's "knowledge" means such party's actual knowledge after due inquiry
of officers, directors and other key employees of such party reasonably believed
to have knowledge of such matters. Any reference herein to a "day" or number of
"days" (without the explicit qualification of "Business") shall be deemed to
refer to a calendar day or number of calendar days. If any action or notice is
to be taken or given on or by a particular calendar day, and such calendar day
is not a Business Day, then such action or notice may be taken or given on the
next succeeding Business Day.

                  17.13 Rules of Construction. The parties hereto agree that
they have been represented by counsel during the negotiation, preparation and
execution of this Agreement and, therefore, waive the application of any law,
regulation, holding or rule of construction providing that ambiguities in an
agreement or other document will be construed against the party drafting such
agreement or document.



                                       84
<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                          UNITEDGLOBALCOM, INC.

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

                                          NEW UNITEDGLOBALCOM, INC.

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

                                          UNITED/NEW UNITED MERGER SUB, INC.

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

                                          LIBERTY MEDIA CORPORATION

                                          By:  /s/ ELIZABETH M. MARKOWSKI
                                            ------------------------------------
                                          Name: Elizabeth M. Markowski
                                          Title:   Sr. Vice President

                                          LIBERTY MEDIA INTERNATIONAL, INC.

                                          By:  /s/ ELIZABETH M. MARKOWSKI
                                            ------------------------------------
                                          Name: Elizabeth M. Markowski
                                          Title:   Sr. Vice President

<PAGE>

                                          LIBERTY GLOBAL, INC.

                                          By:   /s/ ELIZABETH M. MARKOWSKI
                                              ----------------------------------
                                          Name: Elizabeth M. Markowski
                                          Title:   Sr. Vice President

                                          FOUNDERS:

                                                 /s/ GENE W. SCHNEIDER
                                          --------------------------------------
                                          Gene W. Schneider

                                          G. SCHNEIDER HOLDINGS, CO.

                                          By:     /s/ GENE W. SCHNEIDER
                                            ------------------------------------
                                              Gene W. Schneider
                                              General Partner

                                          THE GENE W. SCHNEIDER FAMILY TRUST

                                          By:     /s/ GENE W. SCHNEIDER
                                            ------------------------------------
                                              Tina M. Schneider Wildes, Trustee
                                              By Gene W. Schneider,
                                              Attorney-in-Fact

                                          By:     /s/ GENE W. SCHNEIDER
                                            ------------------------------------
                                              Carla G. Shankle, Trustee
                                              By Gene W. Schneider,
                                              Attorney-in-Fact

                                          By:     /s/ GENE W. SCHNEIDER
                                            ------------------------------------
                                              W. Dean Salter, Trustee
                                              By Gene W. Schneider,
                                              Attorney-in-Fact

<PAGE>

                                          THE MLS FAMILY PARTNERSHIP LLLP

                                          By: THE NICOLE SCHNEIDER TRUST
                                              General Partner

                                          By:     /s/ GENE W. SCHNEIDER
                                            ------------------------------------
                                              Gene W. Schneider
                                              Trustee

                                          By:     /s/ GENE W. SCHNEIDER
                                            ------------------------------------
                                              John F. Riordan, Trustee
                                              By Gene W. Schneider,
                                              Attorney-in-Fact

                                                 /s/ MARK L. SCHNEIDER
                                          --------------------------------------
                                          Mark L. Schneider

                                          ROCHELLE LIMITED PARTNERSHIP

                                          By: CURTIS ROCHELLE TRUST
                                              GENERAL PARTNER

                                          By:    /s/ CURTIS W. ROCHELLE
                                            ------------------------------------
                                              Curtis W. Rochelle
                                              Trustee

                                          MARIAN H. ROCHELLE REVOCABLE TRUST

                                          By:    /s/ CURTIS W. ROCHELLE
                                            ------------------------------------
                                              Marian H. Rochelle, Trustee
                                              By Curtis W. Rochelle,
                                              Attorney-in-Fact

                                                /s/ CURTIS W. ROCHELLE
                                          --------------------------------------
                                          Curtis W. Rochelle

                                                /s/ CURTIS W. ROCHELLE
                                          --------------------------------------
                                          Marian H. Rochelle
                                          By Curtis W. Rochelle,
                                          Attorney-in-Fact

<PAGE>

                                                /s/ CURTIS W. ROCHELLE
                                          --------------------------------------
                                          Jim Rochelle
                                          By Curtis W. Rochelle,
                                          Attorney-in-Fact

                                                /s/ CURTIS W. ROCHELLE
                                          --------------------------------------
                                          April Brimmer Kunz
                                          By Curtis W. Rochelle,
                                          Attorney-in-Fact

                                                /s/ CURTIS W. ROCHELLE
                                          --------------------------------------
                                          Kathleen Jaure
                                          By Curtis W. Rochelle,
                                          Attorney-in-Fact

                                                 /s/ ALBERT M. CAROLLO
                                          --------------------------------------
                                          Albert M. Carollo

                                          CAROLLO COMPANY

                                          By:     /s/ ALBERT M. CAROLLO
                                            ------------------------------------
                                              Albert M. Carollo
                                              General Partner

                                          ALBERT & CAROLYN COMPANY

                                          By:     /s/ ALBERT M. CAROLLO
                                            ------------------------------------
                                              Albert M. Carollo, Jr., Trustee
                                              By Albert M. Carollo,
                                              Attorney-in-Fact

                                          JAMES R. CAROLLO LIVING TRUST

                                          BY:     /s/ ALBERT M. CAROLLO
                                            ------------------------------------
                                              James R. Carollo, Trustee
                                              By Albert M. Carollo,
                                              Attorney-in-Fact

                                          JOHN B. CAROLLO LIVING TRUST

                                          By:     /s/ ALBERT M. CAROLLO
                                            ------------------------------------
                                              John B. Carollo, Trustee
                                              By Albert M. Carollo,
                                              Attorney-in-Fact
<PAGE>

                                          THE FRIES FAMILY PARTNERSHIP LLLP

                                          By: THE AMBER L. FRIES TRUST
                                              GENERAL PARTNER

                                          By:     /s/ MICHAEL T. FRIES
                                            ------------------------------------
                                              William H. Hunscher, Jr., Trustee
                                              By Michael T. Fries,
                                              Attorney-in-Fact

                                                 /s/ MICHAEL T. FRIES
                                          --------------------------------------
                                          Michael T. Fries

                                                  /s/ TINA M. WILDES
                                          --------------------------------------
                                          Tina M. Wildes

<PAGE>

                                                                EXHIBIT 2.1(b)-1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            NEW UNITEDGLOBALCOM, INC.

         New UnitedGlobalCom, Inc., a Delaware corporation, hereby certifies as
follows:

         1. The name of the corporation is New UnitedGlobalCom, Inc. (the
"Corporation"). The Corporation was incorporated under the name "New
UnitedGlobalCom, Inc.," and the original Certificate of Incorporation of the
Corporation was filed with the Delaware Secretary of State on February 5, 2001.

         2. This Restated Certificate of Incorporation amends and restates the
provisions of the Certificate of Incorporation of the Corporation in its
entirety, and has been duly adopted in accordance with Sections 242 and 245 of
the General Corporation Law of the State of Delaware.

         3. The text of the Certificate of Incorporation of the Corporation is
amended and restated to read in its entirety as follows:

         FIRST: The name of the corporation (the "Corporation") is:

                            New UnitedGlobalCom, Inc.

         SECOND: The address of the Corporation's current registered office in
the State of Delaware is 1209 Orange Street in the City of Wilmington, County of
New Castle. The name of the Corporation's registered agent at that address is
The Corporation Trust Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH:

         (a)      Authorized Shares.

                  The total number of shares of capital stock that the
                  Corporation shall have authority to issue is 2,410,000,000,
                  which shall be divided into the following classes:

                  (i)      1,000,000,000 shares shall be of a class designated
                           Class A Common Stock, par value $.01 per share
                           ("Class A Common Stock");


<PAGE>


                  (ii)     1,000,000,000 shares shall be of a class designated
                           Class B Common Stock, par value $.01 per share
                           ("Class B Common Stock");

                  (iii)    400,000,000 shares shall be of a class designated
                           Class C Common Stock, par value $.01 per share
                           ("Class C Common Stock" and, together with the Class
                           A Common Stock and the Class B Common Stock, the
                           "Common Stock"); and

                  (iv)     10,000,000 shares shall be of a class designated
                           Preferred Stock, par value $.01 per share ("Preferred
                           Stock").

                  Each share of Class A Common Stock, Class B Common Stock and
                  Class C Common Stock shall be identical in all respects except
                  as otherwise set forth in this Restated Certificate of
                  Incorporation (as it may from time to time hereafter be
                  amended or restated, this "Certificate"). The number of
                  authorized shares of Class A Common Stock or Class B Common
                  Stock may be increased or decreased (but not below the number
                  of shares thereof outstanding and the number reserved for
                  issuance upon the exercise, conversion or exchange of
                  outstanding options, warrants and convertible securities
                  (including, without limitation, the Class C Common Stock)) by
                  an amendment to this Certificate approved by the affirmative
                  vote of the holders of a majority of the combined voting power
                  of the Class A Common Stock, the Class B Common Stock and the
                  Class C Common Stock, voting together as a single class and
                  without separate class votes. The number of authorized shares
                  of Class C Common Stock may be increased or decreased (but not
                  below the number of shares thereof outstanding and the number
                  reserved for issuance upon the exercise, conversion or
                  exchange of outstanding options, warrants and convertible
                  securities) by an amendment to this Certificate approved by
                  the affirmative vote of (a) the holders of a majority of the
                  combined voting power of the Class A Common Stock, the Class B
                  Common Stock and the Class C Common Stock, voting together as
                  a single class, and (b) the holders of a majority of the Class
                  C Common Stock, voting as a separate class.

         (b)      Reclassification.

                  Effective upon the filing of this Restated Certificate of
                  Incorporation with the Secretary of State of the State of
                  Delaware, each share of the Common Stock, par value $0.01 per
                  share, of the Corporation that is issued and outstanding shall
                  thereupon be reclassified and changed, ipso facto and without
                  any other action on the part of the holder thereof, into one
                  share of Class A Common Stock.


                                       2
<PAGE>


         (c)      Voting Power of Common Stock.

                  Holders of Class A Common Stock shall be entitled to one vote
                  for each share of such stock held, holders of Class B Common
                  Stock shall be entitled to ten votes for each share of such
                  stock held and holders of Class C Common Stock shall be
                  entitled to ten votes for each share of such stock held.
                  Except as may otherwise be required by the laws of the State
                  of Delaware, by the provisions of this Certificate or with
                  respect to any Preferred Stock Designation, the holders of
                  outstanding shares of Class A Common Stock, the holders of
                  outstanding shares of Class B Common Stock, the holders of
                  outstanding shares of Class C Common Stock and the holders of
                  outstanding shares of each series of Preferred Stock entitled
                  to vote thereon, if any, shall vote as one class with respect
                  to all matters to be voted on by the stockholders of the
                  Corporation, and no separate vote or consent of the holders of
                  shares of Class A Common Stock, the holders of shares of Class
                  B Common Stock, the holders of shares of Class C Common Stock
                  or the holders of shares of any such series of Preferred Stock
                  shall be required for the approval of any such matter. With
                  respect to the election or removal of Regular Directors, (i)
                  prior to the occurrence of a Class B Event, the holders of
                  shares of Class A Common Stock, the holders of shares of Class
                  B Common Stock and the holders of any series of Preferred
                  Stock entitled to vote thereon shall vote together as a single
                  class and no vote of the holders of Class C Common Stock shall
                  be required with respect thereto and (ii) from and after the
                  occurrence of a Class B Event, the holders of shares of Class
                  A Common Stock, the holders of shares of Class B Common Stock,
                  the holders of shares of Class C Common Stock and the holders
                  of any series of Preferred Stock entitled to vote thereon
                  shall vote together as a single class with respect thereto.
                  With respect to the election or removal of Class C Directors,
                  the holders of the Class C Common Stock, for so long as any
                  such shares are outstanding, shall vote as a separate class
                  and no vote of the holders of Class A Common Stock, Class B
                  Common Stock or any series of Preferred Stock shall be
                  required with respect thereto.

         (d)      Conversion Rights

                  (i)      Each share of Class B Common Stock shall be
                           convertible, at the option of the holder thereof,
                           into one share of Class A Common Stock at any time.

                  (ii)     Subject to the following two sentences, each share of
                           Class C Common Stock shall be convertible, at the
                           option of the holder thereof, into one share of Class
                           A Common Stock at any time or, at any time following
                           the occurrence of a Conversion Event, one share of
                           Class B Common Stock. If a Conversion Event shall not
                           have occurred by June 25, 2010, then from and after
                           such date each share of Class C Common Stock shall be
                           convertible, at the option


                                       3
<PAGE>


                           of the holder thereof, into (A) 1.645 shares of Class
                           A Common Stock at any time or (B) 1.645 shares of
                           Class B Common Stock at any time following the
                           occurrence of a Class B Event. Shares of Class C
                           Common Stock held by a Founder, or Permitted
                           Transferee of a Founder who is also a Principal or a
                           Related Party, may be converted into Class B Common
                           Stock at any time.

                  (iii)    A holder wishing to convert shares of Class B Common
                           Stock or Class C Common Stock into shares of Class A
                           Common Stock, or shares of Class C Common Stock into
                           shares of Class B Common Stock, shall surrender the
                           certificate or certificates representing the shares
                           of Class B Common Stock or Class C Common Stock to be
                           converted, duly endorsed, to the Secretary of the
                           Corporation or to any transfer agent for the Class B
                           Common Stock or the Class C Common Stock, as
                           applicable, and shall notify the Secretary or
                           transfer agent in writing of the holder's desire to
                           so convert all or a specified portion of the shares
                           represented by such stock certificate or
                           certificates. If so required by the Corporation, any
                           certificate for shares surrendered for conversion
                           shall be accompanied by instruments of transfer, in
                           form satisfactory to the Corporation, duly executed
                           by the holder of such shares or the duly authorized
                           representative of such holder. Upon receipt by the
                           Secretary or transfer agent of the foregoing
                           certificate or certificates, notice and, if required,
                           instruments of transfer, the Corporation shall cause
                           to be issued to the holder who surrendered the
                           certificate or certificates representing shares of
                           Class B Common Stock or Class C Common Stock, or such
                           holder's nominee or nominees, either (A) one share
                           (or 1.645 shares if required by paragraph (d)(ii)
                           above) of Class A Common Stock for each share of
                           Class B Common Stock or Class C Common Stock
                           surrendered for conversion into Class A Common Stock,
                           and (B) one share (or 1.645 shares if required by
                           paragraph (d)(ii) above) of Class B Common Stock for
                           each share of Class C Common Stock surrendered for
                           conversion into Class B Common Stock, and shall issue
                           and deliver to such holder, or such holder's nominee
                           or nominees, a certificate or certificates
                           representing such shares as well as a certificate or
                           certificates representing shares of Class B Common
                           Stock or Class C Common Stock represented by any
                           surrendered certificate that were not converted. Such
                           conversion shall be deemed to have been made at the
                           close of business on the date of receipt by the
                           Corporation or any such transfer agent of the
                           certificate or certificates, notice and, if required,
                           instruments of transfer referred to above, and the
                           Person or Persons entitled to receive the shares of
                           Class A Common Stock or Class B Common Stock issuable
                           upon such conversion shall be treated for all
                           purposes as the record holder or holders of such
                           shares of Class A Common Stock or Class B Common
                           Stock on that date. A number


                                       4
<PAGE>


                           of shares of Class A Common Stock equal to the number
                           of shares of Class B Common Stock and Class C Common
                           Stock outstanding from time to time shall be set
                           aside and reserved for issuance upon conversion of
                           shares of Class B Common Stock or Class C Common
                           Stock into Class A Common Stock, and a number of
                           shares of Class B Common Stock equal to the number of
                           shares of Class C Common Stock outstanding from time
                           to time shall be set aside and reserved for issuance
                           upon conversion of shares of Class C Common Stock
                           into Class B Common Stock. Shares of Class B Common
                           Stock and Class C Common Stock that have been so
                           converted shall become treasury shares that may be
                           issued (subject to paragraph (b) of Article Fifth) or
                           retired by resolution of the Board of Directors of
                           the Corporation on the terms set forth in this
                           Certificate. Shares of Class A Common Stock shall not
                           be convertible into shares of Class B Common Stock or
                           Class C Common Stock. Shares of Class B Common Stock
                           shall not be convertible into shares of Class C
                           Common Stock.

         (e)      Dividends.

                  Subject to paragraph (f) of this Article Fourth, (i) whenever
                  a dividend is paid to the holders of Class A Common Stock, the
                  Corporation also shall pay to the holders of Class B Common
                  Stock and Class C Common Stock a dividend per share equal to
                  the dividend per share paid to the holders of the Class A
                  Common Stock, (ii) whenever a dividend is paid to the holders
                  of Class B Common Stock, the Corporation also shall pay to the
                  holders of the Class A Common Stock and the Class C Common
                  Stock a dividend per share equal to the dividend per share
                  paid to the holders of the Class B Common Stock and (iii)
                  whenever a dividend is paid to the holders of Class C Common
                  Stock, the Corporation also shall pay to the holders of the
                  Class A Common Stock and the Class B Common Stock a dividend
                  per share equal to the dividend per share paid to the holders
                  of the Class C Common Stock. Dividends shall be payable only
                  as and when declared by the Board of Directors of the
                  Corporation out of assets of the Corporation legally available
                  therefor.

         (f)      Share Distributions.

                  If at any time a distribution made or paid in Class A Common
                  Stock, Class B Common Stock, Class C Common Stock or any other
                  securities of the Corporation or of any other Person
                  (hereinafter sometimes called a "share distribution") is to be
                  made with respect to the Class A Common Stock, Class B Common
                  Stock or Class C Common Stock, such share distribution may be
                  declared and paid only as follows:


                                       5
<PAGE>


                  (i)      Share distributions may be made or paid in shares of
                           Class A Common Stock, Class B Common Stock or Class C
                           Common Stock (or Convertible Securities that are
                           convertible into, exchangeable for or evidence the
                           right to purchase shares of any such class of Common
                           Stock), provided that (A) share distributions of
                           Class A Common Stock (or Convertible Securities that
                           are convertible into, exchangeable for or evidence
                           the right to purchase shares of Class A Common Stock)
                           may only be made to holders of Class A Common Stock,
                           (B) share distributions of Class B Common Stock (or
                           Convertible Securities that are convertible into,
                           exchangeable for or evidence the right to purchase
                           shares of Class B Common Stock) may only be made to
                           holders of Class B Common Stock and (C) share
                           distributions of Class C Common Stock (or Convertible
                           Securities that are convertible into, exchangeable
                           for or evidence the right to purchase shares of Class
                           C Common Stock) may only be made to holders of Class
                           C Common Stock. If a share distribution is made of
                           any class of Common Stock (or Convertible Securities
                           that are convertible into, exchangeable for or
                           evidence the right to purchase shares of such class
                           of Common Stock) to holders of shares of such class
                           of Common Stock, the Corporation shall simultaneously
                           effect a share distribution, on an equal per share
                           basis, of shares of each other class of Common Stock
                           (or Convertible Securities that have the same
                           characteristics, but are convertible into,
                           exchangeable for or evidence the right to purchase
                           shares of the appropriate class of Common Stock) to
                           holders of shares of such other class of Common
                           Stock.

                  (ii)     A share distribution consisting of shares of any
                           class or series of securities of the Corporation or
                           any other Person other than Common Stock (or
                           Convertible Securities that are convertible into,
                           exchangeable for or evidence the right to purchase
                           shares of Common Stock) may be made, either on the
                           basis of a distribution of identical securities, on
                           an equal per share basis, to holders of Class A
                           Common Stock, Class B Common Stock and Class C Common
                           Stock or on the basis of a distribution of one class
                           or series of securities to holders of Class A Common
                           Stock and another class or series of securities to
                           holders of Class B Common Stock and Class C Common
                           Stock, provided that the securities so distributed
                           (and, if applicable, the securities into which the
                           distributed securities are convertible, or for which
                           they are exchangeable, or which the distributed
                           securities evidence the right to purchase) do not
                           differ in any respect other than their relative
                           voting rights and related differences in designation,
                           conversion and share distribution provisions, with
                           holders of shares of Class B Common Stock and Class C
                           Common Stock receiving the class or series having the
                           higher relative voting rights (without regard to


                                       6
<PAGE>


                           whether such rights differ to a greater or lesser
                           extent than the corresponding differences in voting
                           rights and related differences in designation,
                           conversion and share distribution provisions between
                           the Class A Common Stock, the Class B Common Stock
                           and the Class C Common Stock), provided that if the
                           securities so distributed constitute capital stock of
                           a Subsidiary of the Corporation, such rights shall
                           not differ to a greater extent than the corresponding
                           differences in voting rights, designation, conversion
                           and share distribution provisions between the Class A
                           Common Stock, the Class B Common Stock and the Class
                           C Common Stock, and provided in each case that such
                           distribution is otherwise made on an equal per share
                           basis.

         (g)      Reclassifications, Subdivisions and Combinations.

                  The Corporation shall not reclassify, subdivide or combine any
                  class of Common Stock without also reclassifying, subdividing
                  or combining each other class of Common Stock on an equal per
                  share basis.

         (h)      Class C Common Stock Proportional Purchase Right.

                  (i)      If at any time prior to the occurrence of a
                           Conversion Event, and other than in connection with
                           the transactions to be effected pursuant to Section
                           2.2 of the Merger Agreement, the Corporation issues
                           shares of Class B Common Stock and after giving
                           effect to such issuance, together with any prior
                           issuances of Class B Common Stock with respect to
                           which the holders of Class C Common Stock did not
                           have any rights pursuant to this paragraph (h), the
                           Class C Voting Power is equal to or less than 90% of
                           the Class C Voting Power immediately prior to either
                           such issuance or the first of such issuances of Class
                           B Common Stock, each holder of shares of Class C
                           Common Stock shall have the right, exercisable as set
                           forth below, to acquire from the Corporation
                           additional shares of Class C Common Stock up to and
                           including such holder's pro rata share (based on the
                           number of shares of Class C Common Stock held by such
                           holder) of the aggregate number of shares of Class C
                           Common Stock that if issued in full will restore the
                           Class C Voting Power to 100% of the Class C Voting
                           Power immediately prior to either such issuance or
                           the first of such issuances of shares of Class B
                           Common Stock (whichever is greater, in the case of
                           multiple issuances). A holder of Class C Common Stock
                           that exercises its proportional purchase right
                           pursuant to this paragraph (h) may acquire such
                           additional shares of Class C Common Stock by, at such
                           holder's election, (A) surrendering shares of Class A
                           Common Stock in exchange for shares of Class C Common
                           Stock, on a one-for-one basis, (B) paying the
                           Corporation, in cash or such other form of
                           consideration


                                       7
<PAGE>


                           as may be acceptable to the Corporation, an amount
                           per share of Class C Common Stock equal to (x) the
                           issue price per share of the Class B Common Stock so
                           issued (which, if paid in a form of consideration
                           other than cash or shares of Class A Common Stock,
                           shall be the fair market value of the consideration
                           so paid) or (y) with respect to any shares of Class B
                           Common Stock that were issued in exchange for shares
                           of Class A Common Stock, the average of the Closing
                           Prices per share of Class A Common Stock for the
                           period of ten Trading Days ending on and including
                           the last Trading Day prior to such issuance of Class
                           B Common Stock, in each case appropriately adjusted
                           to reflect the effect of any stock splits, reverse
                           stock splits, combinations, stock dividends or other
                           events affecting the Class B Common Stock (the "Class
                           C Proportional Purchase Price"), or (C) any
                           combination of the foregoing.

                  (ii)     Notwithstanding the foregoing, the holders of Class C
                           Common Stock shall not have proportional purchase
                           rights pursuant to this paragraph (h) with respect to
                           an issuance of Class B Common Stock if the holders of
                           the Voting Stock outstanding immediately prior to
                           such issuance of shares of Class B Common Stock would
                           hold in the aggregate immediately following such
                           issuance outstanding shares of Voting Stock
                           representing less than 30% of the then Total Voting
                           Power of the Corporation.

                  (iii)    The Corporation will provide prompt written notice
                           (the "Corporation Notice") to each holder of Class C
                           Common Stock, at the address set forth on the stock
                           transfer books of the Corporation, of any issuance or
                           issuances of shares of Class B Common Stock that
                           entitles such holders to acquire additional shares of
                           Class C Common Stock pursuant to this paragraph (h).
                           The Corporation Notice shall set forth: (A) a
                           reasonable description of the issuance or issuances
                           giving rise to such right, (B) the number of shares
                           of Class C Common Stock that such holder is entitled
                           to acquire, (C) the Class C Proportional Purchase
                           Price(s) and (D) a reasonable description of the
                           calculation of the matters set forth in (B) and (C)
                           above. Any holder of Class C Common Stock desiring to
                           acquire additional shares of Class C Common Stock
                           pursuant to this paragraph (h) shall deliver written
                           notice to the Corporation, within ten days following
                           such holder's receipt of the Corporation Notice,
                           setting forth the number of shares of Class C Common
                           Stock such holder desires to acquire pursuant to this
                           paragraph (h). The closing of such acquisition of
                           additional shares of Class C Common Stock shall occur
                           within 30 days following the holder's receipt of the
                           Corporation Notice, provided that such 30-day period
                           will be extended for up to an additional 60 days if
                           any required consents, approvals or waivers


                                       8
<PAGE>


                           of Governmental Authorities have not been obtained,
                           or applicable waiting periods have not expired or
                           terminated without litigation having been commenced
                           that remains outstanding, within the 30-day period.

         (i)      Preferred Stock.

                  The Board of Directors is authorized, subject to any
                  limitations prescribed by applicable law and further subject
                  to any approval rights of stockholders or the Class C
                  Directors, to provide from time to time for the issuance of
                  shares of Preferred Stock in series, and by filing a
                  certificate pursuant to the applicable law of the State of
                  Delaware (a "Preferred Stock Designation"), to establish the
                  rights, powers and preferences of each such series of
                  Preferred Stock, including the following:

                  (i)      the number of shares of that series, which may
                           subsequently be increased or decreased (but not below
                           the number of shares of that series then outstanding)
                           by resolution of the Board of Directors, and the
                           distinctive serial designation thereof;

                  (ii)     the voting powers, full or limited, if any, of the
                           shares of that series and the number of votes per
                           share;

                  (iii)    the rights in respect of dividends on the shares of
                           that series, whether dividends shall be cumulative
                           and, if so, from which date or dates and the relative
                           rights or priority, if any, of payment of dividends
                           on shares of that series and any limitations,
                           restrictions or conditions on the payment of
                           dividends;

                  (iv)     the relative amounts, and the relative rights or
                           priority, if any, of payment in respect of shares of
                           that series, which the holders of the shares of that
                           series shall be entitled to receive upon any
                           liquidation, dissolution or winding up of the
                           Corporation;

                  (v)      the terms and conditions (including the price or
                           prices, which may vary under different conditions and
                           at different redemption or purchase dates), if any,
                           upon which all or any part of the shares of that
                           series may be redeemed or purchased by the
                           Corporation, and any limitations, restrictions or
                           conditions on such redemption or purchase;

                  (vi)     the terms, if any, of any purchase, retirement or
                           sinking fund to be provided for the shares of that
                           series;

                  (vii)    the terms, if any, upon which the shares of that
                           series shall be convertible into or exchangeable for
                           shares of any other class, classes or series, or
                           other securities, whether or not issued by the
                           Corporation;


                                       9
<PAGE>


                  (viii)   the restrictions, limitations and conditions, if any,
                           upon issuance of indebtedness of the Corporation so
                           long as any shares of that series are outstanding;
                           and

                  (ix)     any other preferences and relative, participating,
                           optional or other rights and limitations not
                           inconsistent with law, this Article Fourth or any
                           resolution of the Board of Directors pursuant to this
                           Article Fourth.

                  All shares of any one series of the Preferred Stock shall be
                  alike in all respects. Except to the extent otherwise
                  expressly provided in the Preferred Stock Designation for a
                  series of Preferred Stock, the holders of shares of such
                  series shall have no voting rights except as may be required
                  by the laws of the State of Delaware. Further, unless
                  otherwise expressly provided in the Preferred Stock
                  Designation for a series of Preferred Stock, no consent or
                  vote of the holders of shares of Preferred Stock or any series
                  thereof shall be required for any amendment to this
                  Certificate that would increase the number of authorized
                  shares of Preferred Stock or the number of authorized shares
                  of any series thereof or decrease the number of authorized
                  shares of Preferred Stock or the number of authorized shares
                  of any series thereof (but not below the number of authorized
                  shares of Preferred Stock of such series, as the case may be,
                  then outstanding). Except as may be provided by the Board of
                  Directors in a Preferred Stock Designation or by applicable
                  law, shares of any series of Preferred Stock that have been
                  redeemed (whether through the operation of a sinking fund or
                  otherwise) or purchased by the Corporation, or which, if
                  convertible or exchangeable, have been converted into or
                  exchanged for shares of stock of any other class or series
                  shall have the status of authorized and unissued shares of
                  Preferred Stock and may be reissued as a part of the series of
                  which they were originally a part or may be reissued as part
                  of a new series of Preferred Stock to be created by resolution
                  or resolutions of the Board of Directors or as part of any
                  other series of Preferred Stock.

         (k)      Liquidation, Dissolution or Winding Up.

                  In the event of a liquidation, dissolution or winding up of
                  the Corporation, whether voluntary or involuntary, after
                  payment or provision for payment of the debts and liabilities
                  of the Corporation and subject to the prior payment in full of
                  the preferential amounts to which any series of Preferred
                  Stock is entitled, the holders of shares of Common Stock of
                  all classes shall share equally, on a share for share basis,
                  in the assets of the Corporation remaining for distribution to
                  its common stockholders. Neither the consolidation or merger
                  of the Corporation with or into any other Person or Persons
                  nor the sale, transfer or lease of all or substantially all of
                  the assets of the Corporation shall itself be deemed to be a


                                       10
<PAGE>


                  liquidation, dissolution or winding up of the Corporation
                  within the meaning of this paragraph (k).

         FIFTH:

         (a)      Classification and Election of Directors

                  (i)      The business and affairs of the Corporation shall be
                           managed by a Board of Directors. The number of
                           directors shall be fixed by the Bylaws, but shall not
                           be fewer than nine nor more than twelve. Until the
                           first meeting of the stockholders of the Corporation
                           at which directors are elected following the
                           occurrence of a Class B Event, four directors (or
                           such greater number as represents not less than
                           one-third of the total number of directors then
                           authorized, rounded upwards to the nearest whole
                           number) shall be designated as "Class C Directors"
                           and will be elected by the holders of a majority of
                           the outstanding Class C Common Stock voting as a
                           separate class. Any directors that are not designated
                           as Class C Directors shall be designated as "Regular
                           Directors" and will be elected (A) prior to the
                           occurrence of a Class B Event, by the holders of a
                           plurality of the combined voting power of the
                           outstanding Class A Common Stock and Class B Common
                           Stock, voting together as a single class and (B) from
                           and after the occurrence of a Class B Event, by the
                           holders of a plurality of the combined voting power
                           of the outstanding Class A Common Stock, Class B
                           Common Stock and Class C Common Stock, voting
                           together as a single class. All directors will be
                           designated as Regular Directors immediately prior to
                           the election of directors at the first meeting of
                           stockholders of the Corporation at which directors
                           are elected following the occurrence of a Class B
                           Event.

                  (ii)     The Regular Directors and the Class C Directors shall
                           be divided as evenly as possible into three classes,
                           designated Class I, Class II and Class III, and each
                           such class shall include at least one Class C
                           Director at all times that directors are designated
                           as Class C Directors. If the number of directors is
                           not evenly divisible by three, the remainder
                           positions shall be allocated first to Class III and
                           then to Class II. The terms of the Class I Directors
                           shall expire at the annual meeting of stockholders in
                           2003; the terms of the Class II Directors shall
                           expire at the annual meeting of stockholders in 2004;
                           and the terms of the Class III Directors shall expire
                           at the annual meeting of stockholders in 2005. At
                           each annual meeting of stockholders of the
                           Corporation, the successors of that class of
                           directors whose term expires at that meeting shall be
                           elected to hold office for a term expiring at the
                           annual meeting of stockholders of the Corporation
                           held in the third year following the year of their
                           election.


                                       11
<PAGE>


         (b)      Approval Rights of Class C Directors

                  Until the first meeting of the stockholders of the Corporation
                  at which directors are elected following the occurrence of a
                  Class B Event, the approval of a majority of the Class C
                  Directors then in office will be required in connection with
                  any of the following:

                  (i)      the acquisition or disposition of assets, or issuance
                           of equity or debt securities by the Corporation or
                           any Controlled Affiliate in a single transaction or
                           in two or more transactions (related or unrelated) in
                           any consecutive twelve-month period with an aggregate
                           Value exceeding 30% of the Corporation's Market
                           Capitalization at the time of such transaction
                           (excluding a sale of the Corporation by merger or
                           otherwise, sale of all or substantially all of the
                           assets of the Corporation or a reorganization among
                           entities affiliated with the Corporation, provided
                           that the holders of the Class C Common Stock are
                           treated equally with the holders of the Class B
                           Common Stock and all holders of Class B Common Stock
                           are treated equally in such transaction or, in the
                           case of a sale of assets, in any distribution of the
                           proceeds thereof, on an as-converted basis assuming
                           the conversion of the Class C Common Stock into Class
                           B Common Stock whether or not a Conversion Event has
                           occurred);

                  (ii)     (A) the issuance of shares of Class C Common Stock
                           (other than in connection with the exercise of the
                           proportional purchase rights described in paragraph
                           (h) of Article Fourth or as contemplated by the
                           Stockholders Agreement or the Merger Agreement) or
                           (B) the issuance, grant or sale of any options
                           exercisable for Class B Common Stock (other than the
                           Permitted Options);

                  (iii)    the removal and replacement of the Chief Executive
                           Officer of the Corporation; provided that approval of
                           the Class C Directors will not be required so long as
                           any of the following four individuals is the
                           replacement Chief Executive Officer: Michael T.
                           Fries, John F. Riordan, Gene W. Schneider, or Mark L.
                           Schneider;

                  (iv)     any amendment, alteration or repeal of any provision
                           of this Certificate or the Corporation's Bylaws
                           (including, without limitation, by merger,
                           consolidation, binding share exchange or otherwise)
                           that would be adverse to or would affect adversely
                           the rights of the holders of the Class B Common Stock
                           or Class C Common Stock or any of their respective
                           affiliates (including, without limitation, any change
                           in the number of members of the Corporation's Board
                           of Directors);


                                       12
<PAGE>


                  (v)      any material transaction between the Corporation (or
                           any Controlled Affiliate), on the one hand, and (A)
                           any director or officer of the Corporation (or of any
                           Controlled Affiliate), (B) any Founder or (C) any
                           family member or affiliate of any Person referred to
                           in clauses (A) or (B), on the other hand, excluding
                           (X) transactions between the Corporation and any
                           Controlled Affiliate, and (Y) employment agreements,
                           grants to employees of options to purchase Class A
                           Common Stock and other employment related matters, in
                           any such case entered into in the ordinary course of
                           business;

                  (vi)     any amendment, alteration or repeal of any provision
                           of the certificate of incorporation of Old United
                           then in effect (including, without limitation, by
                           merger, consolidation, binding share exchange or
                           otherwise) that would be adverse to or would affect
                           adversely the rights of the Corporation or the
                           holders of the Class C Common Stock or any of their
                           respective affiliates, prior to the exchange of all
                           of the outstanding shares of Class A common stock of
                           Old United for shares of Class A Common Stock
                           pursuant to the terms of the Exchange Agreement to be
                           entered into among the Corporation and the Principal
                           or Principals purchasing shares of the Series E
                           Preferred Stock, par value $0.01 per share, of Old
                           United, as contemplated by the Merger Agreement (the
                           "Exchange Agreement");

                  (vii)    any issuance of any shares of preferred stock by Old
                           United;

                  (viii)   any sale, assignment, transfer, exchange,
                           contribution, pledge, encumbrance, grant of any
                           option with respect to, or other disposition,
                           directly or indirectly (a "Disposition"), by the
                           Corporation or any Subsidiary of the Corporation of,
                           or any action taken by the Corporation or any
                           Subsidiary of the Corporation in exercise (or
                           forbearance from exercise), waiver or amendment of
                           any rights to which any such Person may be entitled
                           with respect to, any debt securities issued or
                           indebtedness incurred by United Pan-Europe
                           Communications, N.V., a company organized in The
                           Netherlands ("UPC"), or any of its Subsidiaries,
                           which debt securities are held by, or which
                           indebtedness is owed to, the Corporation or any of
                           its Subsidiaries, including without limitation any
                           such Disposition, exercise or forbearance in
                           connection with any restructuring of the indebtedness
                           of UPC or any of its Subsidiaries; and

                  (ix)     any change in the principal independent accounting
                           firm responsible for auditing the financial
                           statements of New United.


                                       13
<PAGE>


         (c)      Term of Office; Vacancies.

                  A director shall hold office until his or her successor shall
                  be elected and shall qualify, subject, however, to prior
                  death, resignation, retirement or removal from office. Subject
                  to the rights of holders of any series of Preferred Stock, any
                  newly created directorship resulting from an increase in the
                  number of Regular Directors or any other vacancy with respect
                  to the office of a Regular Director, however caused, shall be
                  filled by a majority of the Regular Directors then in office
                  or by a sole remaining Regular Director. Any newly created
                  directorship resulting from an increase in the number of Class
                  C Directors or any other vacancy with respect to the office of
                  a Class C Director, however caused, shall be filled by a
                  majority of the Class C Directors then in office or by a sole
                  remaining Class C Director. Any director elected by one or
                  more directors to fill a newly created directorship or other
                  vacancy shall, without regard to the class in which the
                  vacancy occurred, hold office until the next succeeding annual
                  meeting of stockholders and until his or her successor shall
                  have been elected and qualified. No decrease in the number of
                  directors constituting the Board of Directors shall shorten
                  the term of any incumbent director, except as may be provided
                  in a Preferred Stock Designation with respect to any
                  additional director elected by the holders of the applicable
                  series of Preferred Stock.

         (d)      Removal.

                  Subject to the rights of the holders of any series of
                  Preferred Stock, any or all of the Regular Directors
                  (including any individuals who are serving as Class C
                  Directors at the time that the Class C Common Stock ceases to
                  be outstanding) may be removed from the Board of Directors
                  with or without cause only (i) prior to the occurrence of a
                  Class B Event, upon the affirmative vote of the holders of at
                  least 66-2/3 percent of the combined voting power of the Class
                  A Common Stock and the Class B Common Stock, voting together
                  as a single class, and (ii) from and after the occurrence of a
                  Class B Event, upon the affirmative vote of holders of at
                  least 66-2/3 percent of the combined voting power of the Class
                  A Common Stock, Class B Common Stock and Class C Common Stock,
                  voting together as a single class, in each case at a meeting
                  of stockholders for which proper notice of the proposed
                  removal has been given. Any or all of the Class C Directors
                  may be removed, with or without cause, upon the affirmative
                  vote of the holders of a majority of the Class C Common Stock,
                  voting as a separate class, either at a meeting of
                  stockholders for which proper notice of the proposed removal
                  has been given or pursuant to a consent in writing signed by
                  holders of a majority of the Class C Common Stock.


                                       14
<PAGE>


         (e)      Notice of Nominations.

                  Advance notice of nominations for the election of directors,
                  other than nominations by the Board of Directors or a
                  committee thereof and other than nominations of Class C
                  Directors, shall be given to the Corporation in the manner
                  provided in the Bylaws.

         SIXTH: To the fullest extent permitted by the General Corporation Law
of the State of Delaware, as now existing or hereafter amended, a director of
the Corporation shall not be liable to the Corporation or any of its
stockholders for monetary damages for breach of his fiduciary duty as a
director. Any amendment or repeal of this Article Sixth shall be prospective
only and shall not adversely affect any limitation, right or protection of a
director of the Corporation existing under this Article Sixth immediately before
the amendment or repeal.

         SEVENTH:

         (a)      Right to Indemnification.

                  The Corporation shall indemnify and hold harmless, to the
                  fullest extent permitted by applicable law as it presently
                  exists or may hereafter be amended, any Person who was or is
                  made or is threatened to be made a party or is otherwise
                  involved in any action, suit or proceeding, whether civil,
                  criminal, administrative or investigative (a "proceeding") by
                  reason of the fact that he, or a Person for whom he is the
                  legal representative, is or was a director or officer of the
                  Corporation or is or was serving at the request of the
                  Corporation as a director, officer, employee or agent of
                  another corporation or of a partnership, joint venture, trust,
                  enterprise or nonprofit entity, including service with respect
                  to employee benefit plans, against all liability and loss
                  suffered and expenses (including attorneys' fees) reasonably
                  incurred by such Person. The Corporation shall be required to
                  indemnify or make advances to a Person in connection with a
                  proceeding (or part thereof) initiated by such Person only if
                  the proceeding (or part thereof) was authorized by the Board
                  of Directors of the Corporation.

         (b)      Prepayment of Expenses.

                  The Corporation shall pay the expenses (including attorneys'
                  fees) incurred by a director or officer in defending any
                  proceeding in advance of its final disposition, provided,
                  however, that the payment of expenses incurred by a director
                  or officer in advance of the final disposition of the
                  proceeding shall be made only upon receipt of an undertaking
                  by the director or officer to repay all amounts advanced if it
                  should be ultimately determined that the director or officer
                  is not entitled to be indemnified under this Article Seventh
                  or otherwise.


                                       15
<PAGE>


         (c)      Claims.

                  If a claim for indemnification or payment of expenses under
                  this Article Seventh is not paid in full within 60 days after
                  a written claim therefor has been received by the Corporation,
                  the claimant may file suit to recover the unpaid amount of
                  such claim and, if successful in whole or in part, shall be
                  entitled to be paid the expense of prosecuting such claim. In
                  any such action the Corporation shall have the burden of
                  proving that the claimant was not entitled to the requested
                  indemnification or payment of expenses under applicable law.

         (d)      Non-Exclusivity of Rights.

                  The rights conferred on any Person by this Article Seventh
                  shall not be exclusive of any other rights that such Person
                  may have or hereafter acquire under any statute, provision of
                  this Certificate, the Bylaws, agreement, vote of stockholders
                  or resolution of disinterested directors or otherwise.

         (e)      Other Indemnification. The Corporation's obligation, if any,
                  to indemnify any person who was or is serving at its request
                  as a director, officer, employee or agent of another
                  corporation, partnership, joint venture, trust, enterprise or
                  nonprofit entity shall be reduced by any amount such person
                  may collect as indemnification from such other corporation,
                  partnership, joint venture, trust, enterprise or nonprofit
                  entity.

         EIGHTH: Except as provided in any Preferred Stock Designation and
except for any action permitted or required to be taken by the holders of the
Class C Common Stock, after the Corporation first has a class of securities
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended, or its equivalent and prior to the occurrence of a Conversion Event any
action required or permitted to be taken by the stockholders of the Corporation
must be taken at a duly called annual or special meeting of the stockholders and
may not be taken by consent in writing or otherwise.

         NINTH: Except as otherwise required by law or provided in the Bylaws of
the Corporation, and subject to the rights of the holders of any class or series
of shares issued by the Corporation having a preference over the Common Stock as
to dividends or upon liquidation to elect directors in certain circumstances,
special meetings of the stockholders of the Corporation may be called only by
the Board of Directors pursuant to a resolution approved by the affirmative vote
of a majority of the directors then in office or at the request of holders of
Common Stock representing a majority of the Total Voting Power of the
Corporation.

         TENTH: Subject to paragraph (b) of Article Fifth and to the provisions
of the Standstill Agreement, the Board of Directors shall have the power to
adopt, alter, amend or repeal the Bylaws of the Corporation by vote of not less
than a majority of the directors then in office. The holders of shares of Voting
Stock shall, to the extent such power is at the time conferred on them by
applicable law, also have the power to adopt, alter, amend or repeal the Bylaws
of the Corporation, but only if such action receives


                                       16
<PAGE>


at least 66-2/3 percent of the voting power of the outstanding Common Stock,
voting together as a single class.

         ELEVENTH:  Election of directors need not be by written ballot.

         TWELFTH: Notwithstanding anything to the contrary in this Restated
Certificate of Incorporation, the affirmative vote of the holders of at least
66-2/3 percent of the voting power of the outstanding Common Stock, voting
together as a single class and, in the case of Article Fifth, a majority of the
voting power of the outstanding Class C Common Stock, if any, voting as a
separate class, shall be required to amend, alter, repeal or adopt any provision
inconsistent with any of Articles Fifth, Eighth, Ninth, Tenth, Eleventh and
Twelfth of this Certificate or to provide for any cumulative voting by
stockholders (in any such case including, without limitation, by merger,
consolidation, binding share exchange or otherwise). Except as permitted or
required by the Merger Agreement, the Corporation shall not amend, alter or
repeal, or permit to be amended, altered or repealed, any provision of the
Certificate of Incorporation of Old United (other than the provisions of
Articles First and Second thereof and except as provided in the proviso set
forth at the end of paragraph (a) of Article Fourth thereof) (including, without
limitation, by merger, consolidation, binding share exchange or otherwise) prior
to the exchange of all of the outstanding shares of Class A common stock of Old
United for shares of Class A Common Stock pursuant to the terms of the Exchange
Agreement, unless such amendment, alteration or repeal has been approved by the
affirmative vote of the holders of at least 66-2/3 percent of the voting power
of the outstanding Common Stock, voting together as a single class.

         THIRTEENTH: The term of the existence of the Corporation shall be
perpetual.

         FOURTEENTH: The capital stock of the Corporation shall not be
assessable. It shall be issued as fully paid, and the private property of the
stockholders shall not be liable for the debts, obligations or liabilities of
this Corporation. This Certificate shall not be subject to amendment in this
respect.

         FIFTEENTH: The Corporation hereby elects not to be governed by Section
203 of the General Corporation Law of the State of Delaware.

         SIXTEENTH: The following terms shall have the indicated meanings for
purposes of this Certificate.

         "Business Day" means any day other than Saturday, Sunday and a day on
which banks are required or permitted to close in Denver, Colorado or New York,
New York.

         "Change of Control," with respect to each Current Indenture, has the
meaning ascribed to such term in such Current Indenture.

         "Certificate" has the meaning set forth in paragraph (a) of Article
Fourth.

         "Class A Common Stock" has the meaning set forth in paragraph (a) of
Article Fourth.


                                       17
<PAGE>


         "Class B Common Stock" has the meaning set forth in paragraph (a) of
Article Fourth.

         "Class B Event" means the occurrence of any of the following events:
(a) the redemption in full of the Current Bonds, (b) the defeasance of the
applicable provisions of the Current Indentures in accordance with the terms
thereof so that neither Old United nor any of its subsidiaries would be required
in accordance with the terms of the Current Indentures to offer to repurchase
any of the Current Bonds (a "Change of Control Offer") if the Class C Common
Stock were to be converted in full into shares of Class B Common Stock, (c) a
waiver or amendment of the applicable provisions of the Current Indentures shall
have been effected so that neither Old United nor any of its subsidiaries would
be required to make a Change of Control Offer if the Class C Common Stock were
to be converted in full into shares of Class B Common Stock, or (d) a Change of
Control within the meaning of any of the Current Indentures (as to which an
event described in (a) (with respect to Current Bonds issued pursuant to such
Current Indenture), (b) or (c) has not occurred) otherwise occurs (other than as
a result of a breach of the Standstill Agreement by Liberty (as defined in the
Standstill Agreement)), provided that an occurrence described in this clause (d)
will not constitute a Class B Event if at such time Current Bonds with an
aggregate principal amount or accreted value, as applicable, in excess of
$200,000,000 that were issued under the Specified Indenture (as to which no
event described in clauses (b) or (c) has occurred) remain outstanding and no
Change of Control within the meaning of the Specified Indenture has occurred.

         "Class C Common Stock" has the meaning set forth in paragraph (a) of
Article Fourth.

         "Class C Director" has the meaning set forth in paragraph (a) of
Article Fifth.

         "Class C Proportional Purchase Right" has the meaning set forth in
paragraph (h) of Article Fourth.

         "Class C Voting Power" means the quotient, expressed as a percentage,
obtained by dividing (a) the number of votes in the election of directors
represented by the outstanding shares of Class C Common Stock as of the date of
determination, assuming the conversion in full of all such shares of Class C
Common Stock into shares of Class B Common Stock, by (b) the Total Voting Power
of the Corporation as of such date of determination.

         "Closing Price" of a share or other unit of any security on any Trading
Day is (i) the last reported sale price for a share or other unit of such
security on such Trading Day as reported on the principal United States or
foreign securities exchange on which such security is listed or admitted for
trading or (ii) if such security is not listed or admitted for trading on any
such securities exchange, the last reported sale price for a share or other unit
of such security on such Trading Day as reported on The Nasdaq Stock Market or
(iii) if such security is not listed or admitted to trading on any United States
or foreign securities exchange or The Nasdaq Stock Market, the average of the
highest bid and lowest asked prices for a share or other unit of such security
on such Trading Day in the


                                       18
<PAGE>


over-the-counter market as reported by The National Quotation Bureau
Incorporated, or any similar organization.

         "Common Stock" has the meaning set forth in paragraph (a) of Article
Fourth.

         "Controlled Affiliate" means any Person Controlled, directly or
indirectly, by the Corporation. "Control" for this purpose means the power to
direct or influence the direction of the management or policies of another
Person, whether by the ownership of voting securities, by contract or otherwise.
Without limiting the generality of the foregoing, any Person in which the
Corporation, directly or indirectly, beneficially owns 50% or more of the equity
securities (without regard to voting power in the election of directors) shall
be deemed to be a Controlled Affiliate.

         "Conversion Event" means the occurrence of any of the following events:
(a) the Stockholders Agreement shall have terminated in accordance with its
terms for reasons other than the passage of time, or (ii) a Class B Event shall
have occurred.

         "Convertible Securities" means any securities of the Corporation (other
than any class of Common Stock) that are convertible into, exchangeable for or
evidence the right to purchase any shares of any class of Common Stock, whether
upon conversion, exercise, exchange, pursuant to anti-dilution provisions of
such securities or otherwise.

         "Corporation" has the meaning set forth in Article First.

         "Corporation Notice" has the meaning set forth in paragraph (h) of
Article Fourth.

         "Current Bonds" means the debt securities outstanding as of May 25,
2001 that were issued pursuant to the Current Indentures.

         "Current Indentures" means (a) the Indenture dated as of February 5,
1998, between Old United and Firstar Bank, N.A. (f/k/a Firstar Bank of
Minnesota, N.A.), (b) the Indenture dated as of July 14, 1998, between UPC
Polska, Inc. (f/k/a @Entertainment, Inc.) ("Polska") and Bankers Trust Company
("BTC"), (c) the Indenture dated January 20, 1999, between Polska and BTC, (d)
the Indenture dated January 27, 1999, between Polska and BTC, and (e) the
Indenture dated as of October 31, 1996, between Poland Communications, Inc. and
State Street Bank and Trust Company, in each case as were in effect on May 1,
2001.

         "Exchange Agreement" has the meaning set forth in paragraph (b)(vi) of
Article Fifth.

         "Founder" has the meaning set forth in the Stockholders Agreement.

         "Governmental Authority" means any U.S. federal, state or local or any
foreign court, governmental department, commission, authority, board, bureau,
agency or other instrumentality.


                                       19
<PAGE>


         "Market Capitalization," with respect to the Corporation as of any
date, means the product of (a) the Market Value of one share of Class A Common
Stock as of such date multiplied by (b) the sum of (i) the total number of
shares of Common Stock then outstanding, plus (ii) the number of shares issuable
upon conversion of any outstanding shares of Preferred Stock that are
convertible into shares of Common Stock and have an effective per share
conversion price as of such date that is below the Market Value of the Class A
Common Stock as of such date.

         "Market Value" means, with respect to any publicly traded security as
of any date, the average of the Closing Prices of such security for the five
consecutive Trading Days ending on such date.

         "Merger" means the merger of United/New United Merger Sub, Inc. with
and into Old United as contemplated by the Merger Agreement.

         "Merger Agreement" means the Amended and Restated Agreement and Plan of
Restructuring and Merger, dated December 31, 2001, among Old United, the
Corporation, United/New United Merger Sub, Inc., Liberty Media Corporation,
Liberty Media International, Inc., Liberty Global, Inc. and the Founders.

         "Old United" means, prior to the effective time of the Merger,
UnitedGlobalCom, Inc., a Delaware corporation, and, at and following the
Effective Time of the Merger, UGC Holdings, Inc., a Delaware corporation and any
successor to UGC, Inc.

         "Permitted Options" means options to purchase an aggregate of not more
than three million shares of Class B Common Stock, minus any options to purchase
shares of Class B Common Stock outstanding by reason of the assumption of
options by the Corporation in the Merger.

         "Permitted Transferee" has the meaning set forth in the Stockholders
Agreement.

         "Person" means any individual, corporation, partnership, limited
partnership, limited liability company, trust or other legal entity.

         "Preferred Stock" has the meaning set forth in paragraph (i) of Article
Fourth.

         "Preferred Stock Designation" has the meaning set forth in paragraph
(j) of Article Fourth.

         "Principal" means any of Albert M. Carollo, Curtis Rochelle, Marian
Rochelle, Rochelle Investments, Ltd (so long as it is controlled by Curtis or
Marian Rochelle), Gene W. Schneider, G. Schneider Holdings, Co. and Gene W.
Schneider Family Trust (so long as each is controlled by Gene W. Schneider or
trustees appointed by him), Janet S. Schneider and Mark L. Schneider.

         "Regular Directors" has the meaning set forth in paragraph (a) of
Article Fifth.


                                       20
<PAGE>


         "Specified Indenture" means the Indenture dated as of February 5, 1998,
between Old United and Firstar Bank, N.A. (f/k/a Firstar Bank of Minnesota,
N.A.), as in effect on May 1, 2001.

         "Standstill Agreement" means the Standstill Agreement to be entered
into among the Corporation, Liberty Media Corporation, Liberty Media
International, Inc., et al., as contemplated by the Merger Agreement.

         "Stockholders Agreement" means the Stockholders Agreement to be entered
into among the Corporation, Liberty Media Corporation, Liberty Media
International, Inc., the individuals designated as Founders therein, et al., as
contemplated by the Merger Agreement.

         "Subsidiary" means, when used with respect to any Person, (i) a
corporation in which such Person and/or one or more Subsidiaries of such Person,
directly or indirectly, owns capital stock having a majority of the voting power
of such corporation's capital stock to elect directors under ordinary
circumstances, and (ii) any other Person (other than a corporation) in which
such Person and/or one or more Subsidiaries of such Person, directly or
indirectly, has (x) a majority ownership interest or (y) the power to elect or
direct the election of a majority of the members of the governing body of such
first-named Person.

         "Total Voting Power of the Corporation" means, as of any date of
determination, the aggregate number of votes in the election of directors
represented by all outstanding shares of Voting Stock, assuming for such
purposes the conversion in full of all shares of Class C Common Stock into
shares of Class B Common Stock (without regard to any restrictions on the
conversion of such shares of Class C Common Stock into shares of Class B Common
Stock imposed by this Certificate, by contract or otherwise).

         "Trading Day", with respect to any security, means a day on which the
principal United States or foreign securities exchange on which such security is
listed or admitted to trading, or The Nasdaq Stock Market if such security is
not listed or admitted to trading on any such securities exchange, as
applicable, is open for the transaction of business (unless such trading shall
have been suspended for the entire day) or, if the applicable security is not
listed or admitted to trading on any United States or foreign securities
exchange or The Nasdaq Stock Market, any Business Day.

         "Value" means, with respect to an asset, debt security or equity
security, the greater of (a) its fair market value, (b) the consideration to be
paid therefor, (c) its face amount, accreted value, redemption price or
liquidation preference and (d) in the case of a security convertible into or
exercisable or exchangeable for capital stock, the product of the number of
shares of capital stock for which such security may be exercised or exchanged or
into which such security may be converted and the Market Value of such capital
stock (or if such capital stock is not publicly traded capital stock but is
convertible into, or exercisable or exchangeable for, publicly traded capital
stock, the Market Value of such publicly traded capital stock multiplied by the
number of shares of such publicly traded capital stock into or for which such
capital stock is convertible, exercisable or


                                       21
<PAGE>


exchangeable). For purposes of this definition, "capital stock" means any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, limited liability company membership interests
or partnership interests, whether common or preferred.

         "Voting Stock" means outstanding equity securities of the Corporation
generally entitled to vote in the election of directors.

         IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed this 31st day of December, 2001.


                                         NEW UNITEDGLOBALCOM, INC.

                                         /s/ GENE W. SCHNEIDER
                                         ---------------------------------------
                                         Gene W. Schneider
                                         Chief Executive Officer




                                       22



<PAGE>

                                                                EXHIBIT 2.1(b)-2










                                     BYLAWS

                                       OF

                            NEW UNITEDGLOBALCOM, INC.



                           Adopted ____________, 2002




<PAGE>

                                 INDEX TO BYLAWS
                                       OF
                            NEW UNITEDGLOBALCOM, INC.


<Table>
<Caption>
Section                                                                                                        Page
-------                                                                                                        ----

<S>                   <C>                                                                                      <C>
ARTICLE I             Offices.....................................................................................1
   Section 1.01       Business Offices............................................................................1
   Section 1.02       Registered Office...........................................................................1

ARTICLE II            Stockholders................................................................................1
   Section 2.01       Annual Meeting..............................................................................1
   Section 2.02       Special Meetings............................................................................1
   Section 2.03       Place of Meeting............................................................................2
   Section 2.04       Notice of Meetings..........................................................................2
   Section 2.05       Fixing Date for Determination of Stockholders of Record.....................................2
   Section 2.06       Voting List.................................................................................3
   Section 2.07       Proxies.....................................................................................3
   Section 2.08       Quorum and Manner of Acting.................................................................3
   Section 2.09       Nominations for the Election of Directors...................................................3
   Section 2.10       Other Stockholder Proposals.................................................................4

ARTICLE III           Board of Directors..........................................................................5
   Section 3.01       General Powers..............................................................................5
   Section 3.02       Number, Tenure and Qualifications...........................................................5
   Section 3.03       Resignation.................................................................................5
   Section 3.04       Regular Meetings............................................................................5
   Section 3.05       Special Meetings............................................................................6
   Section 3.06       Meetings by Telephone.......................................................................6
   Section 3.07       Notice of Meetings..........................................................................6
   Section 3.08       Quorum and Manner of Acting.................................................................6
   Section 3.09       Action Without a Meeting....................................................................6
   Section 3.10       Executive and Other Committees..............................................................7
   Section 3.11       Compensation................................................................................7
   Section 3.12       Certain Actions.............................................................................7

ARTICLE IV            Officers....................................................................................8
   Section 4.01       Number and Qualifications...................................................................8
   Section 4.02       Election and Term of Office.................................................................8
   Section 4.03       Compensation................................................................................8
   Section 4.04       Resignation.................................................................................8
   Section 4.05       Removal.....................................................................................8
   Section 4.06       Vacancies...................................................................................9
   Section 4.07       Authority and Duties........................................................................9
   Section 4.08       Surety Bonds...............................................................................10
</Table>



                                        i
<PAGE>

<Table>
<S>                                                                                                             <C>
ARTICLE V             Stock......................................................................................11
   Section 5.01       Issuance of Shares.........................................................................11
   Section 5.02       Transfer of Shares.........................................................................11
   Section 5.03       Registered Holders.........................................................................11
   Section 5.04       Transfer Agents, Registrars and Paying Agents..............................................11

ARTICLE VI            Indemnification............................................................................11
   Section 6.01       Directors and Officers.....................................................................11
   Section 6.02       Employees and Other Agents.................................................................12
   Section 6.03       Expenses...................................................................................12
   Section 6.04       Enforcement................................................................................12
   Section 6.05       Non-Exclusivity of Rights..................................................................13
   Section 6.06       Survival of Rights.........................................................................13
   Section 6.07       Insurance..................................................................................13
   Section 6.08       Amendments.................................................................................13
   Section 6.09       Severability...............................................................................13
   Section 6.10       Certain Definitions........................................................................14

ARTICLE VII           Miscellaneous..............................................................................15
   Section 7.01       Waivers of Notice..........................................................................15
   Section 7.02       Presumption of Assent......................................................................15
   Section 7.03       Voting of Securities by the Corporation....................................................15
   Section 7.04       Seal.......................................................................................15
   Section 7.05       Fiscal Year................................................................................16
   Section 7.06       Amendments.................................................................................16
</Table>



                                       ii
<PAGE>

                                     BYLAWS

                                       OF

                            NEW UNITEDGLOBALCOM, INC.



                                    ARTICLE I

                                     Offices

         Section 1.01 Business Offices. The corporation may have such offices,
either within or outside Delaware, as the board of directors may from time to
time determine or as the business of the corporation may require.

         Section 1.02 Registered Office. The registered office of the
corporation required by the Delaware General Corporation Law to be maintained in
Delaware shall be as set forth in the certificate of incorporation, unless
changed as provided by law.

                                   ARTICLE II

                                  Stockholders

         Section 2.01 Annual Meeting. An annual meeting of the stockholders
shall be held on such date as may be determined by the board of directors, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday, such meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day designated herein for
any annual meeting of the stockholders, or at any adjournment thereof, the board
of directors shall cause the election to be held at a meeting of the
stockholders as soon thereafter as conveniently may be. Failure to hold an
annual meeting as required by these bylaws shall not invalidate any action taken
by the board of directors or officers of the corporation.

         Section 2.02 Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by law or the
certificate of incorporation, may be called only by the board of directors
pursuant to a resolution approved by the affirmative vote of a majority of the
directors then in office, by the chairman of the board of directors or at the
request of holders of Common Stock (as defined in the certificate of
incorporation) representing a majority of the Total Voting Power (as defined in
the certificate of incorporation) of the corporation. Such resolution of the
board of directors or request by the holders of Common Stock shall state the
purpose or purposes of the proposed meeting.



<PAGE>

         Section 2.03 Place of Meeting. Each meeting of the stockholders shall
be held at such place, either within or outside Delaware, as may be designated
in the notice of meeting, or, if no place is designated in the notice, at the
principal office of the corporation.

         Section 2.04 Notice of Meetings. Except as otherwise required by law,
notice in writing or by electronic transmission of each meeting of the
stockholders stating the place, day and hour of the meeting, the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
given, either personally (including delivery by private courier) or by first
class, certified or registered mail, or by electronic transmission, to each
stockholder of record entitled to notice of such meeting, not less than ten nor
more than 60 days before the date of the meeting. Such notice shall be deemed to
be given, if personally delivered, when delivered to the stockholder, and, if
mailed, when deposited in the United States mail, postage prepaid, directed to
the stockholder at his address as it appears on the records of the corporation,
and if by electronic transmission, when posted on an electronic network or
directed to the stockholder at an electronic mail address at which the
stockholder has consented to receive notice. If notice of two consecutive annual
meetings and all notices of meetings to any stockholder during the period
between such two consecutive annual meetings, or all, and at least two, payments
(if sent by first class mail) of dividends or interest on securities during a
12-month period, have been mailed or directed addressed to such person at his
address as shown on the records of the corporation and have been returned
undeliverable, the giving of such notice to such person shall not be required
until another address for such person is delivered to the corporation. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting the corporation may
transact any business that might have been transacted at the original meeting.
If the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting in
accordance with the foregoing provisions of this Section 2.04.

         Section 2.05 Fixing Date for Determination of Stockholders of Record.
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for any other lawful action, the board of directors may fix, in
advance, a date as the record date for any such determination of stockholders,
which date shall be not more than 60 nor less than ten days before the date of
such meeting, and not more than 60 days prior to any other action. If no record
date is fixed then the record date shall be, for determining stockholders
entitled to notice of or to vote at a meeting of stockholders, the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, the close of business on the day next preceding the day on
which the meeting is held, or, for determining stockholders for any other
purpose, the close of business on the day on which the board of directors adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the



                                       2
<PAGE>

meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

         Section 2.06 Voting List. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Nothing contained in this Section 2.06 shall require the corporation to include
electronic mail addresses or other electronic contact information on such list.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, for a period of at least ten days prior to the meeting,
either (a) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (b) during ordinary business hours, at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. In the event that the corporation determines to make the list available on
an electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation. If the
meeting is to be held at a place, the list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.

         Section 2.07 Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period.

         Section 2.08 Quorum and Manner of Acting. At all meetings of
stockholders, a majority of the combined voting power of the outstanding shares
of the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum. If a quorum is present, the affirmative vote of a majority
of the votes held by shares represented at a meeting at which a quorum is
present and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater proportion or number or voting by
classes is otherwise required by law, the certificate of incorporation or these
bylaws. In the absence of a quorum, a majority of the shares so represented may
adjourn the meeting from time to time in accordance with Section 2.04, until a
quorum shall be present or represented.

         Section 2.09 Nominations for the Election of Directors. Except as
otherwise provided in the certificate of incorporation with respect to Class C
Directors (as defined in certificate of incorporation), nominations for election
to the board of directors must be made by the board of directors or by a
committee appointed by the board of directors for such purpose or by any
stockholder of any outstanding class of capital stock of the corporation
entitled to vote for the election of directors. Except as otherwise provided in
the certificate of incorporation with respect to Class C Directors (as defined
in certificate of incorporation), nominations by stockholders must be preceded
by timely notification in writing to the secretary of the




                                       3
<PAGE>

corporation. To be timely, a stockholder's notice shall be delivered to the
secretary at the principal executive offices of the corporation not later than
the close of business on the ninetieth (90th) day nor earlier than the close of
business on the one hundred twentieth (120th) day prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced more than thirty (30) days prior
to or delayed by more than thirty (30) days after the anniversary of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the close of business on the one hundred twentieth
(120th) day prior to such annual meeting and not later than the close of
business on the later of the ninetieth (90th) day prior to such annual meeting
or the tenth (10th) day following the day on which public announcement of the
date of such meeting is first made. Such notification shall contain the written
consent of each proposed nominee to serve as a director if so elected and the
following information as to each proposed nominee and as to each person, acting
alone or in conjunction with one or more other persons as a partnership, limited
partnership, syndicate or other group, who participates or is expected to
participate in making such nomination or in organizing, directing or financing
such nomination or solicitation of proxies to vote for the nominee:

                  (a) the name, age, residence address, and business address of
each proposed nominee and of each such person;

                  (b) the principal occupation or employment, the name, type of
business and address of the corporation or other organization in which such
employment is carried on of each proposed nominee and of each such person;

                  (c) the amount of stock of the corporation owned beneficially,
either directly or indirectly, by each proposed nominee and each such person;
and

                  (d) a description of any arrangement or understanding of each
proposed nominee and of each such person with each other or any other person
regarding future employment or any future transaction to which the corporation
will or may be a party.

         The presiding officer of the meeting shall have the authority to
determine and declare to the meeting that a nomination not preceded by
notification made in accordance with the foregoing procedure shall be
disregarded.

         Section 2.10 Other Stockholder Proposals. For business other than the
nomination for election of directors to be properly brought before any meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the secretary of the corporation. To be timely, a stockholder's
notice shall be delivered to the secretary at the principal executive offices of
the corporation not later than the close of business on the ninetieth (90th) day
nor earlier than the close of business on the one hundred twentieth (120th) day
prior to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced more
than thirty (30) days prior to or delayed by more than thirty (30) days after
the anniversary of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the one hundred twentieth (120th) day prior to such annual meeting
and not later than the close of business on the later of



                                       4
<PAGE>

the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day
following the day on which public announcement of the date of such meeting is
first made. A stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting:

                  (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting;

                  (b) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business, and the name and address of
the beneficial owner, if any, on whose behalf the proposal is made;

                  (c) the class and number of shares of the corporation which
are owned beneficially and of record by such stockholder of record and by the
beneficial owner, if any, on whose behalf of the proposal is made; and

                  (d) any material interest of such stockholder of record and
the beneficial owner, if any, on whose behalf the proposal is made in such
business.

                                   ARTICLE III

                               Board of Directors

         Section 3.01 General Powers. The business and affairs of the
corporation shall be managed by or under the direction of its board of
directors, except as otherwise provided in the Delaware General Corporation Law
or the certificate of incorporation.

         Section 3.02 Number, Tenure and Qualifications. The number of directors
of the corporation shall be as set forth in the certificate of incorporation.
The board of directors shall be divided as evenly as possible into three classes
as provided in the certificate of incorporation. At each annual meeting of
stockholders, the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election. Each director shall hold office until his successor shall have been
elected and qualified or until his earlier death, resignation or removal.
Directors need not be residents of Delaware or stockholders of the corporation.

         Section 3.03 Resignation. Any director may resign at any time by giving
notice to the corporation in writing or by electronic transmission. A director's
resignation shall take effect upon receipt or, if a different time of
effectiveness is specified therein, at the time specified therein. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         Section 3.04 Regular Meetings. A regular meeting of the board of
directors shall be held immediately after and at the same place as the annual
meeting of stockholders, or as soon



                                       5
<PAGE>

thereafter as conveniently may be, at the time and place, either within or
without Delaware, determined by the board, for the purpose of electing officers
and for the transaction of such other business as may come before the meeting.
Failure to hold such a meeting, however, shall not invalidate any action taken
by any officer then or thereafter in office. The board of directors may provide
by resolution the time and place, either within or outside Delaware, for the
holding of additional regular meetings without other notice than such
resolution.

         Section 3.05 Special Meetings. Special meetings of the board of
directors may be called only by the chief executive officer or any member of the
board of directors. Any such special meeting may take place at any convenient
place, either within or outside Delaware.

         Section 3.06 Meetings by Telephone. Unless otherwise restricted by the
certificate of incorporation, members of the board of directors may participate
in a meeting of such board by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting in such manner
shall constitute presence in person at the meeting.

         Section 3.07 Notice of Meetings. Notice of each meeting of the board of
directors (except those regular meetings for which notice is not required)
stating the place, day and hour of the meeting shall be given to each director
at least five days prior thereto by the mailing of written notice by first
class, certified or registered mail, or at least two days prior thereto by
personal delivery (including delivery by private courier) of written notice or
by telephone, telegram, telex, cablegram or other similar method, except that in
the case of a meeting to be held pursuant to Section 3.06 notice may be given by
telephone one day prior thereto. The method of notice need not be the same to
each director. Notice shall be deemed to be given when deposited in the United
States mail, with postage thereon prepaid, addressed to the director at his
business or residence address, when delivered or communicated to the director or
when the telegram, telex, cablegram or other form of notice is personally
delivered to the director or delivered to the last address of the director
furnished by him to the corporation for such purpose. Neither the business to be
transacted at nor the purpose of any meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.

         Section 3.08 Quorum and Manner of Acting. Except as otherwise may be
required by law, the certificate of incorporation (including, without
limitation, paragraph (b) of Article Fifth thereof) or these bylaws, a majority
of the number of directors fixed in accordance with these bylaws, present in
person, shall constitute a quorum for the transaction of business at any meeting
of the board of directors, and the vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the board of
directors. If less than a quorum is present at a meeting, the directors present
may adjourn the meeting from time to time without further notice other than
announcement at the meeting, until a quorum shall be present. No director may
vote or act by proxy or power of attorney at any meeting of the board of
directors.

         Section 3.09 Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, without prior notice and without a vote, if all
members of the board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or


                                       6
<PAGE>

writings or electronic transmission or transmissions are filed with the minutes
of the proceedings of the board or committee, as the case may be.

         Section 3.10 Executive and Other Committees.

                  (a) The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (a) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (b) adopting,
amending or repealing any bylaw of the corporation. The delegation of authority
to any committee shall not operate to relieve the board of directors or any
member of the board from any responsibility imposed by law. Subject to the
foregoing, the board of directors may provide such powers, limitations and
procedures for such committees as the board deems advisable. To the extent the
board of directors does not establish other procedures, each committee shall be
governed by the procedures set forth in Sections 3.04 (except as they relate to
an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were
the board of directors. Each committee shall keep regular minutes of its
meetings, which shall be reported to the board of directors when required and
submitted to the secretary of the corporation for inclusion in the corporate
records.

         Section 3.11 Compensation. Unless otherwise restricted by the
certificate of incorporation, the board of directors shall have the authority to
fix the compensation of directors. The directors may be paid their expenses, if
any, of attendance at each meeting of the board of directors and each meeting of
any committee of the board of which he is a member and may be paid a fixed sum
for attendance at each such meeting or a stated salary or both a fixed sum and a
stated salary. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

         Section 3.12 Certain Actions. The corporation shall not, and shall not
agree or commit to, and shall not permit any of its direct or indirect
subsidiaries to or agree or commit to, effect any transaction, or series of
related transactions, that involves (a) the issuance, delivery or payment of any
consideration (whether through the payment of cash, the issuance or delivery of
any securities, the transfer of assets or otherwise) by the corporation and any
of its direct or indirect subsidiaries having an aggregate fair market value in
excess of $10 million or (b) the incurrence, guarantee or assumption by the
corporation or any of its direct or indirect subsidiaries of any liabilities,
commitments or obligations, whether absolute, accrued, fixed,



                                       7
<PAGE>

contingent or otherwise, in an aggregate amount in excess of $10 million unless
such transaction, or series of related transactions, has first been reviewed and
approved by (x) the board of directors or (y) a committee of the board of
directors to which the board of directors has specifically delegated authority
with respect to such transaction or series of related transactions.

                                   ARTICLE IV

                                    Officers

         Section 4.01 Number and Qualifications. The officers of the corporation
shall consist of a chairman of the board, chief executive officer, a president,
a chief operating officer, a chief financial officer, a secretary and such other
officers, including a vice-chairman or vice-chairmen of the board, one or more
vice-presidents, a treasurer and a controller, as may from time to time be
elected or appointed by the board. In addition, the board of directors or the
chief executive officer may elect or appoint such assistant and other
subordinate officers, including assistant vice-presidents, assistant secretaries
and assistant treasurers, as it or he shall deem necessary or appropriate. Any
number of offices may be held by the same person, except that no person may
simultaneously hold the offices of president and secretary.

         Section 4.02 Election and Term of Office. Except as provided in the
certificate of incorporation and Sections 4.01 and 4.06 of these bylaws, the
officers of the corporation shall be elected by the board of directors annually
at the first meeting of the board held after each annual meeting of the
stockholders as provided in Section 3.04. If the election of officers shall not
be held as provided herein, such election shall be held as soon thereafter as
may be convenient. Each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until the expiration of his term
in office if elected or appointed for a specified period of time or until his
earlier death, resignation or removal.

         Section 4.03 Compensation. Officers shall receive such compensation for
their services as may be authorized or ratified by the board of directors and no
officer shall be prevented from receiving compensation by reason of the fact
that he is also a director of the corporation. Election or appointment as an
officer shall not of itself create a contract or other right to compensation for
services performed by such officer.

         Section 4.04 Resignation. Any officer may resign at any time, subject
to any rights or obligations under any existing contracts between the officer
and the corporation, by giving notice to the corporation in writing or by
electronic transmission. An officer's resignation shall take effect upon receipt
or, if a different time of effectiveness is specified therein, at the time
stated therein. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 4.05 Removal. Unless otherwise provided in the certificate of
incorporation, any officer may be removed at any time by the board of directors,
or, in the case of assistant and other subordinate officers, by the chief
executive officer, whenever in its or his judgment, as the case may be, the best
interests of the corporation will be served thereby, but such removal shall


                                       8
<PAGE>

be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer shall not in itself create contract
rights.

         Section 4.06 Vacancies. Except as otherwise provided in the certificate
of incorporation, a vacancy occurring in any office by death, resignation,
removal or otherwise may be filled by the board of directors or the chief
executive officer.

         Section 4.07 Authority and Duties. The officers of the corporation
shall have the authority and shall exercise the powers and perform the duties
specified below and as may be additionally specified by the chief executive
officer, the board of directors or these bylaws (and in all cases where the
duties of any officer are not prescribed by the bylaws or the board of
directors, such officer shall follow the orders and instructions of the chief
executive officer), except that in any event each officer shall exercise such
powers and perform such duties as may be required by law:

                  (a) Chairman of the Board. The chairman of the board, who
shall be elected from among the directors, shall preside at all meetings of the
corporation's stockholders and board of directors and perform such other duties
as may be assigned to him from time to time by the board of directors.

                  (b) Chief Executive Officer. The chief executive officer
shall, subject to the direction and supervision of the board of directors, (i)
have general and active control of the affairs of the corporation and general
supervision of its officers, agents and employees; (ii) in the absence of the
chairman of the board, preside at all meetings of the stockholders and the board
of directors; (iii) see that all orders and resolutions of the board of
directors are carried into effect; and (iv) perform all other duties incident to
the office of chief executive officer and as from time to time may be assigned
to him by the board if directors.

                  (c) President. The president shall, subject to the direction
and supervision of the board of directors, perform all duties incident to the
office of president and as from time to time may be assigned to him by the board
of directors. At the request of the chief executive officer or in his absence or
in the event of his inability or refusal to act, the president shall perform the
duties of the chief executive officer, and when so acting shall have all the
powers and be subject to all the restrictions of the chief executive officer.

                  (d) Chief Operating Officer. The chief operating officer
shall, subject to the direction and supervision of the board of directors,
supervise the day to day operations of the corporation and perform all other
duties incident to the office of chief operating officer as from time to time
may be assigned to him by the chairman of the board, the board of directors or
the chief executive officer. At the request of the president, or in his absence
or inability or refusal to act, the chief operating officer shall perform the
duties of the president, and when so acting shall have all the power of and be
subject to all the restrictions upon the president.

                  (e) Chief Financial Officer. The chief financial officer
shall: (i) be the principal financial officer and treasurer of the corporation
and have the care and custody of all funds, securities, evidences of
indebtedness and other personal property of the corporation and



                                       9
<PAGE>

deposit the same in accordance with the instructions of the board of directors;
(ii) receive and give receipts and acquittances for moneys paid in on account of
the corporation, and pay out of the funds on hand all bills, payrolls and other
just debts of the corporation of whatever nature upon maturity; (iii) unless
there is a controller, be the principal accounting officer of the corporation
and as such prescribe and maintain the methods and systems of accounting to be
followed, keep complete books and records of account, prepare and file all
local, state and federal tax returns, prescribe and maintain an adequate system
of internal audit and prepare and furnish to the chief executive officer and the
board of directors statements of account showing the financial position of the
corporation and the results of its operations; (iv) upon request of the board,
make such reports to it as may be required at any time; and (v) perform all
other duties incident to the office of chief financial officer and treasurer and
such other duties as from time to time may be assigned to him by the board of
directors or by the chief executive officer. Assistant treasurers, if any, shall
have the same powers and duties, subject to the supervision by the chief
financial officer. If there is no chief financial officer, these duties shall be
performed by the secretary or chief executive officer or other person appointed
by the board of directors.

                  (f) Vice-Presidents. The vice-president, if any (or if there
is more than one then each vice-president), shall assist the chief executive
officer and shall perform such duties as may be assigned to him by the chief
executive officer or the board of directors. Assistant vice presidents, if any,
shall have such powers and perform such duties as may be assigned to them by the
chief executive officer or by the board of directors.

                  (g) Secretary. The secretary shall: (i) keep the minutes of
the proceedings of the stockholders, the board of directors and any committees
of the board; (ii) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (iii) be custodian of the
corporate records and of the seal of the corporation; (iv) keep at the
corporation's registered office or principal place of business within or outside
Delaware a record containing the names and addresses of all stockholders and the
number and class of shares held by each, unless such a record shall be kept at
the office of the corporation's transfer agent or registrar; (v) have general
charge of the stock books of the corporation, unless the corporation has a
transfer agent; and (vi) in general, perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by chief executive officer or the board of directors. Assistant secretaries, if
any, shall have the same duties and powers, subject to supervision by the
secretary.

         Section 4.08 Surety Bonds. The board of directors may require any
officer or agent of the corporation to execute to the corporation a bond in such
sums and with such sureties as shall be satisfactory to the board, conditioned
upon the faithful performance of his duties and for the restoration to the
corporation of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.




                                       10
<PAGE>

                                    ARTICLE V

                                      Stock

         Section 5.01 Issuance of Shares. The issuance or sale by the
corporation of any shares of its authorized capital stock of any class,
including treasury shares, shall be made only upon authorization by the board of
directors, except as otherwise may be provided by law. Every issuance of shares
shall be recorded on the books of the corporation maintained for such purpose by
or on behalf of the corporation.

         Section 5.02 Transfer of Shares. Upon presentation and surrender to the
corporation or to a transfer agent of the corporation of a certificate of stock
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, payment of all transfer taxes, if any, and the
satisfaction of any other requirements of law, including inquiry into and
discharge of any adverse claims of which the corporation has notice, the
corporation or the transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction on the
books maintained for such purpose by or on behalf of the corporation. No
transfer of shares shall be effective until it has been entered on such books.
The corporation or a transfer agent of the corporation may require a signature
guaranty or other reasonable evidence that any signature is genuine and
effective before making any transfer. Transfers of uncertificated shares shall
be made in accordance with applicable provisions of law.

         Section 5.03 Registered Holders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

         Section 5.04 Transfer Agents, Registrars and Paying Agents. The board
of directors may at its discretion appoint one or more transfer agents,
registrars and agents for making payment upon any class of stock, bond,
debenture or other security of the corporation. Such agents and registrars may
be located either within or outside Delaware. They shall have such rights and
duties and shall be entitled to such compensation as may be agreed.

                                   ARTICLE VI

                                 Indemnification

         Section 6.01 Directors and Officers. The corporation shall indemnify
its directors and officers to the fullest extent not prohibited by the Delaware
General Corporation Law or any other applicable law; provided, however, that the
corporation may modify the extent of such indemnification by individual
contracts with its directors and officers; and, provided, further, that the
corporation shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such person unless
(i) such indemnification is expressly



                                       11
<PAGE>

required to be made by law, (ii) the proceeding was authorized by the Board of
Directors of the corporation, (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law or any other applicable
law or (iv) such indemnification is required to be made under Section 6.04.

         Section 6.02 Employees and Other Agents. The corporation shall have
power to indemnify its employees and other agents as set forth in the Delaware
General Corporation Law or any other applicable law. The Board of Directors
shall have the power to delegate the determination of whether indemnification
shall be given to any such person to such officers or other persons as the Board
of Directors shall determine.

         Section 6.03 Expenses.

                  (a) The corporation shall advance to any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, prior to the final disposition of the proceeding, promptly
following request therefor, all expenses incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined ultimately that
such person is not entitled to be indemnified under this Article VI or
otherwise.

                  (b) Notwithstanding the foregoing, unless otherwise determined
pursuant to Section 6.05, no advance shall be made by the corporation to an
officer of the corporation (except by reason of the fact that such officer is or
was a director of the corporation, in which event this paragraph shall not
apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly
made (i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that the facts known
to the decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of the
corporation.

         Section 6.04 Enforcement. Without the necessity of entering into an
express contract, all rights to indemnification and advances to directors and
officers under this Article VI shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the director or officer. Any right to indemnification or
advances granted by this Article VI to a director or officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. In connection with any claim for indemnification, the
corporation shall be entitled to raise as a defense to any such action that the
claimant has not met the standards of conduct that make



                                       12
<PAGE>

it permissible under the Delaware General Corporation Law or any other
applicable law for the corporation to indemnify the claimant for the amount
claimed. In connection with any claim by an officer of the corporation (except
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such officer is or was a director of
the corporation) for advances, the corporation shall be entitled to raise a
defense as to any such action clear and convincing evidence that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation, or with respect to any
criminal action or proceeding that such person acted without reasonable cause to
believe that his conduct was lawful. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the Delaware
General Corporation Law or any other applicable law, nor an actual determination
by the corporation (including its Board of Directors, independent legal counsel
or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct. In any suit brought by a
director or officer to enforce a right to indemnification or to an advancement
of expenses hereunder, the burden of proving that the director or officer is not
entitled to be indemnified, or to such advancement of expenses, under this
Article VI or otherwise shall be on the corporation.

         Section 6.05 Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other right which such
person may have or hereafter acquire under any applicable statute, provision of
the certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the Delaware General
Corporation Law or any other applicable law.

         Section 6.06 Survival of Rights. The rights conferred on any person by
this Article VI shall continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         Section 6.07 Insurance. To the fullest extent permitted by the Delaware
General Corporation Law, or any other applicable law, the corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this Article VI.

         Section 6.08 Amendments. Any repeal or modification of this Article VI
shall only be prospective and shall not affect the rights under this Article VI
in effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.

         Section 6.09 Severability. If this Article VI or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless



                                       13
<PAGE>

indemnify each director and officer to the full extent not prohibited by any
applicable portion of this Article VI that shall not have been invalidated, or
by any other applicable law. If this Article VI shall be invalid due to the
application of the indemnification provisions of another jurisdiction, then the
corporation shall indemnify each director and officer to the full extent under
applicable law.

         Section 6.10 Certain Definitions. For the purposes of this Article VI,
the following definitions shall apply:

                  (a) The term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

                  (b) The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of any
nature or kind incurred in connection with any proceeding.

                  (c) The term "corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

                  (d) References to a "director," "executive officer,"
"officer," "employee," or "agent" of the corporation shall include, without
limitation, situations where such person is serving at the request of the
corporation as, respectively, a director, executive officer, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise.

                  (e) References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Article VI.



                                       14
<PAGE>
                                   ARTICLE VII

                                  Miscellaneous

         Section 7.01 Waivers of Notice. Whenever notice is required to be given
by law, by the certificate of incorporation or by these bylaws, a written waiver
thereof, signed by the person entitled to said notice or a waiver by electronic
transmission by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting or (in the case of a stockholder) by proxy shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting need be specified in any written waiver of notice or waiver of notice by
electronic transmission unless required by these bylaws to be included in the
notice of such meeting.

         Section 7.02 Presumption of Assent. A director or stockholder of the
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director or stockholder who voted in
favor of such action.

         Section 7.03 Voting of Securities by the Corporation. Unless otherwise
provided by resolution of the board of directors, on behalf of the corporation
the chairman of the board, chief executive officer, chief operating officer,
chief financial officer, president, secretary, treasurer or any vice-president
shall attend in person or by substitute appointed by him, or shall execute
written instruments appointing a proxy or proxies to represent the corporation
at, all meetings of the stockholders of any other corporation, association or
other entity in which the corporation holds any stock or other securities, and
may execute written waivers of notice with respect to any such meetings. At all
such meetings and otherwise, the chairman of the board, chief executive officer,
chief operating officer, chief financial officer, president, secretary,
treasurer or any vice-president, in person or by substitute or proxy as
aforesaid, may vote the stock or other securities so held by the corporation and
may execute written consents and any other instruments with respect to such
stock or securities and may exercise any and all rights and powers incident to
the ownership of said stock or securities, subject, however, to the
instructions, if any, of the board of directors.

         Section 7.04 Seal. The corporate seal of the corporation shall be in
such form as adopted by the board of directors, and any officer of the
corporation may, when and as required, affix or impress the seal, or a facsimile
thereof, to or on any instrument or document of the corporation.



                                       15
<PAGE>

         Section 7.05 Fiscal Year. The fiscal year of the corporation shall be
as established by the board of directors.

         Section 7.06 Amendments. These bylaws may be amended or repealed only
in the manner set forth in the certificate of incorporation.



                                       16

<PAGE>

                                                                  EXHIBIT 2.1(c)

                              UNITEDGLOBALCOM, INC.
                      SERIES E CONVERTIBLE PREFERRED STOCK
                             SUBSCRIPTION AGREEMENT


UnitedGlobalCom, Inc.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237

Ladies and Gentlemen:

         1. Subscription. The undersigned, [___________] (the "Purchaser"),
intending to be legally bound, hereby purchases from UnitedGlobalCom, Inc. (the
"Company"), and the Company hereby sells to the Purchaser, [______] shares of
the Series E Convertible Preferred Stock, par value $0.01 per share, of the
Company (the "Preferred Stock") for an aggregate purchase price of
[__________](1) (the "Purchase Price") payable (i) in cash or (ii) in cash at
least to the extent of the aggregate par value of the Preferred Stock, and the
remainder by delivery of a promissory note made by the Purchaser payable to the
Company with a principal amount equal to the Purchase Price less the aggregate
par value of the Preferred Stock (a "Promissory Note"). Any Promissory Note
delivered in payment of any portion of the Purchase Price shall provide for full
recourse to the Purchaser in the event of the nonpayment thereof, shall provide
for the accrual of interest at a fair market rate and contain other terms and
conditions consistent with an arm's-length, fair market transaction, all of
which terms shall be reasonably acceptable to Liberty Media Corporation
("Liberty Media").

         The Preferred Stock is convertible into shares of Class A Common Stock,
par value $0.01 per share (the "Class A Stock" and, together with the Preferred
Stock, the "Securities"), of the Company on the terms and conditions set forth
in the Certificate of Designation establishing the Preferred Stock (the
"Certificate of Designation").

         2. Deliveries. Concurrently with the execution and delivery hereof, (a)
the Purchaser is delivering the Purchase Price to the Company by wire transfer
of immediately available funds in accordance with instructions from the Company
and, if applicable, by delivery of a Promissory Note and (b) the Company is
delivering to the Purchaser a certificate, in the name of the Purchaser and duly
executed by appropriate officers of the Company, representing the Preferred
Stock purchased hereby.

         3. Representations and Warranties of the Purchaser. The Purchaser
hereby acknowledges, represents, warrants and agrees as follows:


--------
(1) The per share purchase price of the Series E Preferred Stock will be equal
to 1/1,500th of the product (rounded up to the nearest cent) of (a) the lesser
of (1) $5.00 and (2) the Average Market Price of the United Class A Stock as of
the Closing Date, multiplied by (b) a number equal to (1) the quotient of X
divided by Y minus (2) X. For purposes of the foregoing, "X" shall be equal to
the aggregate number of shares of United Class A Stock and United Class B Stock
issued and outstanding immediately prior to the Closing and "Y" shall be equal
to 0.995049505.

<PAGE>


                  (a) None of the Securities have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws. The Purchaser understands that the offering and sale of the
Securities is intended to be exempt from registration under the Securities Act
by virtue of Section 4(2) thereof, and analogous provisions of state securities
laws, based, in part, upon the representations, warranties and agreements
contained in this Subscription Agreement.

                  (b) The Purchaser has received copies of the Certificate of
Designation, the SEC Filings (as defined below) and all other documents
requested by the Purchaser, has carefully reviewed such documents in their
entirety and understands the information contained therein. For purposes of this
Subscription Agreement, "SEC Filings" shall mean the Company's: (i) preliminary
proxy statement filed with the Securities and Exchange Commission ("SEC") on
January 25, 2001; (ii) registration statement filed with the SEC on [________],
(iv) Form 10-K for the year ended December 31, 2000; (iv) Forms 10-Q filed with
the SEC for the quarters ended March 31, 2001, June 30, 2001 and September 30,
2001; and (v) Form 8-K filed with the SEC on June 1, 2001.

                  (c) Neither the SEC nor any state securities commission has
passed upon or endorsed the merits of this offering of Securities or made any
findings or determination as to the fairness of the terms of this offering for
investment.

                  (d) In evaluating the suitability of an investment in the
Company, the Purchaser has not relied upon any representation or other
information (oral or written) by or from the Company other than as stated in the
Certificate of Designation and the SEC Filings.

                  (e) The Purchaser has taken no action that would give rise to
any claim by any person for brokerage commissions, finders' fees or the like
relating to this Subscription Agreement or the transactions contemplated hereby.

                  (f) The Purchaser, together with his attorneys, accountants,
purchaser representatives and tax advisors (collectively, the "Advisors"), has
such knowledge and experience in financial, tax, and business matters so as to
enable him to utilize the information made available to him in connection with
the offering of the Securities to evaluate the merits and risks of an investment
in the Securities and to make an informed investment decision with respect
thereto.

                  (g) The Purchaser is not relying on information provided by
the Company with respect to the financial, tax and other economic considerations
of an investment in the Securities, and in such regard the Purchaser has relied
on the advice of, and has consulted with, only his own Advisors.

                  (h) The Purchaser is acquiring the Securities solely for his
own account for investment and not with a view to resale or distribution
thereof.

                  (i) The Purchaser acknowledges that he must bear the economic
risk of an investment in the Securities indefinitely because none of the
Securities may be sold,


                                       2
<PAGE>


hypothecated or otherwise disposed of unless subsequently registered under the
Securities Act and applicable state securities laws or an exemption from
registration is available. In addition, Section 8 of this Subscription Agreement
imposes certain further restrictions on the transfer of the Preferred Stock.
Legends shall be placed on the certificates evidencing the Securities to the
effect that such Securities have not been registered under the Securities Act or
applicable state securities laws and that such Securities are subject to certain
restrictions on transfer imposed by this Subscription Agreement, and appropriate
notations to such effect will be made in the Company's stock transfer books.

                  (j) The Purchaser has adequate means of providing for his
current needs and foreseeable personal contingencies and has no need for his
investment in the Securities to be liquid.

                  (k) The Purchaser is aware that an investment in the
Securities involves significant risks.

                  (l) The Purchaser is an "accredited investor," within the
meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation
D"), because (i) he is a natural person who has a net worth or joint net worth
with his spouse in excess of $1,000,000 as of the date hereof; (ii) he is a
natural person who had an individual income in excess of $200,000 in each of the
two most recent calendar years [or a joint income with his spouse in excess of
$300,000 in each of those years] and has a reasonable expectation of reaching
the same income level in the current year; and (iii) he is a director and an
executive officer of the Company. As used in this Subscription Agreement, the
term "net worth" means the excess of total assets over total liabilities.(2)

                  (m) The Purchaser has had the opportunity to obtain any
additional information necessary to verify the accuracy of the SEC Filings and
all other documents received or reviewed by him in connection with the purchase
of the Securities and has had the opportunity to meet with representatives of
the Company and to have them answer any questions and provide additional
information regarding the terms and conditions of this particular investment and
the finances, operations, business and prospects of the Company deemed relevant
by the Purchaser and all such questions have been answered and requested
information provided to his full satisfaction.

                  (n) The Purchaser represents to the Company that the
information contained herein is complete and accurate and understands that such
information is being relied upon by the Company in determining the availability
of an exemption from registration under Federal and State securities laws in
connection with the offering and sale of the Securities. The Purchaser further
represents and warrants that he will notify the Company immediately upon the
occurrence of any material change therein occurring prior to the Company's
issuance of any Securities.

----------
(2) This representation is subject to change depending upon whether the
Purchaser is a natural person or a business entity and, with respect to the
bracketed portion, the state of the Purchaser's residence.

                                       3
<PAGE>


                  (o) The Purchaser has significant prior investment experience,
including investment in non-listed and non-registered securities. The Purchaser
has a sufficient net worth to sustain a loss of his entire investment in the
Securities if such a loss should occur. The Purchaser's overall commitment to
investments that are not readily marketable is not excessive in view of his net
worth and financial circumstances and the purchase of the Securities will not
cause such commitment to become excessive. The investment is a suitable one for
the Purchaser.

                  (p) If the Purchaser is paying a portion of the Purchase Price
by delivery of a Promissory Note, the Purchaser has, and shall maintain at all
times until such time that the Purchaser's obligations under the Promissory Note
are satisfied in full, unencumbered assets (other than the Securities) having an
aggregate value sufficient for the repayment of the Purchaser's obligations
under the Promissory Note

         4. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Purchaser as follows:

                  (a) The Company is duly incorporated, validly existing and in
good standing under the laws of its state of incorporation.

                  (b) The Company has duly authorized by all requisite corporate
action the issuance and sale of the Preferred Stock in accordance with the terms
of this Subscription Agreement and the issuance of the Class A Stock upon
conversion of the Preferred Stock in accordance with the Certificate of
Designation.

         5. Indemnification. The Purchaser agrees to indemnify and hold harmless
the Company, its officers, directors, employees, agents, control persons and
affiliates against all losses, liabilities, claims, damages, and expenses
(including, but not limited to, any and all expenses incurred in investigating,
preparing, or defending against any litigation commenced or threatened) by
reason of or arising out of any actual or alleged false representation or
misrepresentation or warranty or breach or omission to state a material fact by
the Purchaser of any agreement herein or in any other document delivered in
connection with this Subscription Agreement.

         6. Binding Effect. The Purchaser hereby acknowledges and agrees that
this Subscription Agreement shall survive the death or disability of the
Purchaser and shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal representatives, and
permitted assigns.

         7. Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or personally delivered to the party to whom it is to
be given (a) if to Company, at the address set forth above, or (b) if to the
Purchaser, at the address set forth on the signature page hereof (or, in either
case, to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 7). Any notice or other
communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party's


                                       4
<PAGE>


address which shall be deemed given at the time of receipt thereof. Any notice
or other communication personally delivered shall be deemed given at the time of
such personal delivery.

         8. Assignability; Transfer Restrictions. This Subscription Agreement
and the rights, interests and obligations hereunder are not transferable or
assignable by the Purchaser. The Purchaser further agrees that he shall not, (a)
offer, transfer, pledge, encumber, contract to do any of the foregoing or
otherwise transfer or dispose of, whether or not for or without consideration
("Transfer"), directly or indirectly, any of the Securities to any person or
other entity whatsoever except in accordance with all applicable laws, including
Federal and State securities laws, or (b) Transfer, directly or indirectly, any
shares of Preferred Stock to any person or other entity whatsoever without the
prior written consent of Liberty Media, and that any purported Transfer in
violation of (a) or (b) shall be null and void.

         9. Applicable Law. This Subscription Agreement shall be governed by and
construed in accordance with the internal laws of the State of Colorado without
regard to its conflicts of law principles. The Purchaser hereby irrevocably
submits to the jurisdiction of any Colorado State or United States Federal court
sitting in the City and County of Denver over any action or proceeding arising
out of or relating to this Subscription Agreement or any agreement contemplated
hereby, and the Purchaser hereby irrevocably agrees that all claims in respect
of such action or proceeding may be heard and determined in such Colorado State
or Federal court. The Purchaser further waives any objection to venue in such
State and any objection to any action or proceeding in such State on the basis
of a non-convenient forum. The Purchaser further agrees that any action or
proceeding brought against the Company shall be brought only in Colorado State
or United States Federal courts sitting in the City and County of Denver. THE
PURCHASER AGREES TO WAIVE HIS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT
OR AGREEMENT CONTEMPLATED HEREBY.

         10.      Miscellaneous.

                  (a) This Subscription Agreement constitutes the entire
agreement between the Purchaser and the Company with respect to the subject
matter hereof and supersedes all prior oral or written agreements and
understandings, if any, relating to the subject matter hereof. The terms and
provisions of this Subscription Agreement may be modified or waived, or consent
for the departure therefrom granted, only by a written document executed by the
party against whom enforcement of such modification, waiver or consent is
sought.

                  (b) The Purchaser's representations and warranties made in
this Subscription Agreement shall survive the execution and delivery hereof and
he delivery of the Securities.

                  (c) Each of the parties hereto shall pay its own fees and
expenses (including the fees of any attorneys, accountants, appraisers or other
engaged by such party) in connection with this Subscription Agreement and the
transactions contemplated hereby.


                                       5
<PAGE>


                  (d) This Subscription Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.

                  (e) Each provision of this Subscription Agreement shall be
considered separable and if for any reason any provision or provisions hereof
are determined to be invalid or contrary to applicable law, such invalidity
shall not impair the operation of or affect the remaining portions of this
Subscription Agreement.

                  (f) Paragraph titles are for descriptive purposes only and
shall not control or alter the meaning of this Subscription Agreement as set
forth in the text.

                  (g) Liberty Media is an intended beneficiary of the final
sentence of paragraph 1, clause (p) of paragraph 3 and clause (b) of paragraph
8, and Purchaser acknowledges and agrees that Liberty Media would be irreparably
harmed by any breach of the final sentence of paragraph 1, clause (p) of
paragraph 3 or any direct or indirect Transfer of the Preferred Stock in
violation of clause (b) of paragraph 8, and could not be made whole by monetary
damages. Accordingly, Liberty Media, in addition to any other remedy to which it
may be entitled at law or in equity as an intended beneficiary of such
provisions, shall be entitled to compel specific performance of such provisions.

                  [Remainder of page intentionally left blank]


                                       6
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Subscription
Agreement this ____ day of ________, 2002.


                                         ---------------------------------------
                                         Name:
                                         Address:




SUBSCRIPTION ACCEPTED AND AGREED
this ____ day of ________, 2002


UNITEDGLOBALCOM, INC., a Delaware corporation


By:
    --------------------------------------
Name:
      ------------------------------------
Title:
       -----------------------------------



                                       7


<PAGE>
                                                                  EXHIBIT 2.2(b)

                              FORM OF FOUNDER NEWCO
                          AGREEMENT AND PLAN OF MERGER


         This AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as
of the ____ day of ________, 2002 by and between ____________, a Delaware
limited liability company ("Newco") and New UnitedGlobalCom, Inc., a Delaware
corporation ("United" and, together with Newco, the "Constituent Entities"),
pursuant to Section 264 of the General Corporation Law of the State of Delaware
and Section 18-209 of the Limited Liability Company Act of the State of
Delaware.

                                   WITNESSETH

         WHEREAS, each of the Constituent Entities desires that Newco merge with
and into United, with United as the surviving entity in such merger,

         NOW, THEREFORE, the Constituent Entities, in consideration of the
mutual covenants, agreements and provisions set forth herein, do hereby
prescribe the terms and conditions of said merger and mode of carrying the same
into effect as follows:

         FIRST: At the Effective Time (as defined below), Newco shall merge with
and into United (the "Merger"), with United being the surviving entity in the
Merger (the "Surviving Entity").

         SECOND: The Certificate of Incorporation and By-laws of United as in
effect at the Effective Time, shall continue in full force and effect as the
Certificate of Incorporation and By-laws of the Surviving Entity, until such
time as they may be altered, amended, restated or repealed in accordance with
their respective terms.

         THIRD: The manner of converting the outstanding shares of the capital
stock and the outstanding limited liability company interests of each of the
Constituent Entities into shares or other securities of the Surviving Entity
shall be as follows:

         (a) Each share of capital stock of United that is issued and
outstanding at the Effective Time shall remain issued and outstanding following
the Merger and shall be unchanged as a result of the Merger.

         (b) The entire limited liability company interest of Newco held by the
sole member of Newco shall automatically be converted at the Effective Time into
___ shares of the Class B Common Stock, par value $0.01 per share, of the
Surviving Entity.

         FOURTH:  The other terms and conditions of the Merger are as follows:

         (a) The directors and officers of United shall be the directors and
officers of the


<PAGE>


Surviving Entity and shall continue in office until the next annual meeting of
the stockholders of the Surviving Entity and until their respective successors
shall have been elected and qualified.

         (b) The Merger shall become effective upon the filing of a duly
executed Certificate of Merger with the Secretary of State of the State of
Delaware (the "Effective Time"), in the form attached hereto as Exhibit A (the
"Certificate of Merger").

         (c) From and after the Effective Time, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of Newco 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 the Newco
shall be the property of the Surviving Entity to the same extent as they were of
the Surviving Entity and Newco, respectively, prior to the Merger. Newco and the
sole member of Newco hereby agree from time to time, as and when requested by
the Surviving Entity or by its successors or assigns, to execute and deliver or
cause to be executed and delivered all such deeds, stock powers, assignments and
other instruments and to take or cause to be taken such further or other actions
as the Surviving Entity may deem to be necessary or desirable in order to vest
in and confirm to the Surviving Entity title to and possession of any property
or assets of Newco acquired by reason of or as a result of the Merger and
otherwise to carry out the intent and purposes hereof, and the proper officers
and members of Newco and the proper officers and directors of the Surviving
Entity are fully authorized, in the name of Newco or otherwise, to take any and
all such action.

         FIFTH: Prior to filing the Certificate of Merger, this Agreement shall
be approved and adopted by the sole member of Newco and the sole stockholder of
United.

         SIXTH: Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and abandoned by the Board of Directors or sole
member, as applicable, of the Constituent Entities at any time prior to the
Effective Time. This Agreement may be amended by the Board of Directors or sole
member, as applicable, of the Constituent Entities at any time prior to the
Effective Time, provided that an amendment made subsequent to the adoption of
this Agreement by the sole stockholder or sole member, as applicable, of any
Constituent Entity shall not (1) alter or change the amount or kind of shares to
be received in exchange for the limited liability company interests of Newco or
(2) alter or change any of the terms and conditions of the Agreement if such
alteration or change would adversely affect the holders of any of the shares of
any class or series or any of the limited liability company interests of such
Constituent Entity.

                                       2
<PAGE>


         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:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Its:
                                           -------------------------------------


                                       [FOUNDER NEWCO],
                                       a Delaware limited liability company


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Its:
                                           -------------------------------------


                                       -----------------------------------------
                                       [Founder]
                                       (solely for purposes of paragraph (c) of
                                       Article Fourth)


<PAGE>



                                                                       EXHIBIT A

                                     FORM OF
                              CERTIFICATE OF MERGER
                                     MERGING
              [FOUNDER NEWCO], A DELAWARE LIMITED LIABILITY COMPANY
                                  WITH AND INTO
                NEW UNITEDGLOBALCOM, INC., A DELAWARE CORPORATION


         THIS CERTIFICATE OF MERGER is hereby submitted pursuant to Section 264
of the General Corporation Law of the State of Delaware and Section 18-209 of
the Limited Liability Company Act of the State of Delaware.

         1. The name and state of incorporation of the constituent entities (the
"Constituent Entities") are [Founder Newco], a Delaware limited liability
company ("Newco"), and New UnitedGlobalCom, Inc., a Delaware corporation
("United").

         2. An Agreement and Plan of Merger (the "Agreement") has been approved,
adopted, certified, executed and acknowledged by each of the Constituent
Entities in accordance with the provisions of Section 264 of the General
Corporation Law of the State of Delaware and Section 18-209 of the Limited
Liability Company Act of the State of Delaware.

         3. The name of the surviving entity is New UnitedGlobalCom, Inc. (the
"Surviving Entity").

         4, The merger will become effective upon the filing of this Certificate
of Merger with the Secretary of State of the State of Delaware (the "Effective
Time").

         5. At the Effective Time, the Certificate of Incorporation of United as
heretofore amended and as in effect on the date of the merger shall continue in
full force and effect as the Certificate of Incorporation of the Surviving
Entity.

         6. The executed Agreement is on file at the principal place of business
of the Surviving Entity. Such address is 4643 South Ulster Street, Suite 1300,
Denver, Colorado 80237.

         7. A copy of the Agreement will be furnished by the Surviving Entity,
on request and without cost, to any stockholder or member of any Constituent
Entity.



<PAGE>



         IN WITNESS WHEREOF, this Certificate of Merger has been executed this
     day of         , 2002.
----        --------

                                       SURVIVING ENTITY:

                                       NEW UNITEDGLOBALCOM, INC.,
                                       a Delaware corporation



                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Its:
                                           -------------------------------------


<PAGE>


            CERTIFICATE OF THE SECRETARY OF NEW UNITEDGLOBALCOM, INC.


         I, Ellen P. Spangler, the Secretary of New UnitedGlobalCom, Inc., a
Delaware corporation (the "Surviving Entity"), hereby certify, as such
Secretary, that the Agreement and Plan of Merger to which this Certificate is
attached, has been (a) duly adopted pursuant to Section 141 of the General
Corporation Law of the State of Delaware by the Board of Directors of the
Surviving Entity by the written consent of all of the directors of the Surviving
Entity, (b) duly executed on behalf of the Surviving Entity and [Newco], a
Delaware limited liability company, and (c) duly adopted pursuant to Section 228
of the General Corporation Law of the State of Delaware by the written consent
of the sole stockholder holding 100% of the issued and outstanding shares of the
Surviving Entity's capital stock, which Agreement and Plan of Merger was thereby
adopted as the act of the stockholders of the Surviving Entity, and the duly
adopted agreement and act of the Surviving Entity.

         Witness my hand this      day of           , 2002.
                              ----        ----------


                                         ---------------------------------------
                                         Ellen P. Spangler
                                         Vice President of Business and Legal
                                         Affairs and Secretary


<PAGE>

                                                                     EXHIBIT 2.3


                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (this "Agreement") is made and
entered into this ___ day of _____________, 2002, between Liberty Media
Corporation, a Delaware corporation (the "Company"), UnitedGlobalCom, Inc., a
Delaware corporation ("UGC"), and United International Properties, Inc., a
Colorado corporation and wholly owned subsidiary of UGC ("UIPI", and together
with UGC, the "Purchasers").

         This Agreement is made pursuant to the Amended and Restated Agreement
and Plan of Restructuring and Merger Agreement, dated December 31, 2001, among
UGC, New UnitedGlobalCom, Inc., a Delaware corporation, United/New United Merger
Sub, Inc., a Delaware corporation, the Company, Liberty Media International,
Inc., a Delaware corporation, Liberty Global, Inc., a Delaware corporation, and
each Person indicated as a "Founder" on the signature pages thereto (the "Merger
Agreement"), which provides, in part, for the sale by the Company to the
Purchasers of an aggregate of $_________ original principal amount of the
Company's ___% Senior Notes due 2009 (the "Notes"). Pursuant to Section 2.3 of
the Merger Agreement, the Company has agreed to provide to the Purchasers the
registration rights set forth in this Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions.

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

         "1933 Act" shall mean the Securities Act of 1933, as amended from time
to time.

         "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

         "Agreement" shall have the meaning set forth in the preamble.

         "Business Day" shall mean a day that is not a Saturday, a Sunday, or a
day on which banking institutions in New York, New York are authorized or
required to be closed.

         "Closing Date" shall mean the Closing Date as defined in the Merger
Agreement.

         "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

         "Indenture" shall mean the Indenture relating to the Notes, dated as of
July 7, 1999, between the Company and The Bank of New York, as trustee, as
supplemented by the Ninth Supplemental Indenture, dated as of ___________, 2002,
between the Company and The Bank



                                       1
<PAGE>

of New York, as trustee, as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with the terms thereof.

         "Merger Agreement" shall have the meaning set forth in the second
paragraph of this Agreement.

         "Named Purchasers" shall mean those Purchasers who are named as selling
security holders in the Shelf Registration Statement.

         "Notes" shall have the meaning set forth in the second paragraph of
this Agreement.

         "Person" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

         "Prospectus" shall mean the prospectus included in the Shelf
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including
any such prospectus supplement with respect to the terms of the offering of the
Registrable Notes covered by the Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all material incorporated by reference therein.

         "Purchasers" shall have the meaning set forth in the preamble and shall
also include any Permitted Assignees.

         "Registrable Notes" shall mean the Notes; provided, however, that a
particular Note shall cease to be a Registrable Note for purposes of this
Agreement: (i) when a Shelf Registration Statement covering such Note shall have
been declared effective under the 1933 Act and such Note shall have been
disposed of pursuant to such Shelf Registration Statement; (ii) when such Note
has been sold to the public pursuant to Rule 144 under the 1933 Act; (iii) when
such Note shall have ceased to be outstanding; (iv) when such Note shall have
become saleable pursuant to Rule 144(k) under the 1933 Act; or (v) when such
Note is sold, transferred or disposed of to any Person other than a Subsidiary
of the Purchaser selling, transferring or disposing of such Note.

         "Registration Expenses" shall mean any and all expenses incident to the
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC filing fees, (ii) all fees and expenses incurred
in connection with compliance with state securities or blue sky laws, (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing,
printing and distributing any Shelf Registration Statement, any Prospectus, any
amendments or supplements thereto, any underwriting agreements, securities sales
agreements and other documents relating to the performance of and compliance
with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements
of counsel for the Company and of the independent public accountants of the
Company, including the expenses of any "cold comfort" letters required by or
incident to such performance and compliance, (vi) the fees and expenses of the
Trustee, and any escrow agent or custodian, (vii) the fees of The Depositary
Trust Company ("DTC"), as depositary for the Registrable Notes; and (viii) the
reasonable fees and disbursements of a single counsel representing the
Purchasers in connection with preparing and filing the initial Shelf
Registration Statement or any amendments or supplements thereto.



                                       2
<PAGE>

         "SEC" shall mean the Securities and Exchange Commission or any
successor agency or government body performing the functions currently performed
by the United States Securities and Exchange Commission.

         "Shelf Registration" shall mean a registration effected pursuant to
Section 2.1 hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2.1 hereof, which
covers the resale of all of the Registrable Notes, and all amendments to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "Subsidiary," when used with respect to any Person, shall mean any
corporation or other organization, whether incorporated or unincorporated, of
which such Person or any other Subsidiary of such Person is a general partner or
more than 50% of the securities or other interests having by their terms
ordinary voting power to elect more than 50% of the board of directors or others
performing similar functions with respect to such corporation or other
organization is directly or indirectly owned or controlled by such Person, by
any one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries.

         "Trustee" shall mean the trustee with respect to the Notes under the
Indenture.

         2. Registration Under the 1933 Act.

         2.1 Shelf Registration. At any time following the Closing Date, upon
the Company's receipt of a written request (the "Request") from all Purchasers
holding Registrable Notes that the Company effect the registration under the
Securities Act of all such Registrable Notes (the date of such receipt being the
"Request Date"), the Company will use commercially reasonable efforts to (a)
prepare and, as soon as practicable but not later than 60 days following the
Request Date, file with the SEC a Shelf Registration Statement on an appropriate
form under the 1933 Act covering resales of the Registrable Notes, which shall
include a plan of distribution requested by the Purchasers holding all of the
Registrable Notes that complies with the transaction requirements of the
appropriate form under the 1933 Act to be filed by the Company with respect to
Registrable Notes, (b) cause the Shelf Registration Statement to be declared
effective under the 1933 Act as soon as practicable but not later than 180 days
of the Request Date, (c) keep the Shelf Registration Statement continuously
effective in order to permit the Prospectus forming part thereof to be usable by
the Named Purchasers for a period of 180 days following the date on which the
Shelf Registration Statement becomes effective, or for such shorter period that
will terminate when all Registrable Notes covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement, exchanged
or redeemed in accordance with their terms or otherwise cease to be outstanding
or become saleable pursuant to Rule 144(k) under the 1933 Act (the
"Effectiveness Period"), and (d) notwithstanding any other provisions hereof,
ensure that (i) the Shelf Registration Statement and any amendment thereto and
any Prospectus forming part thereof and any supplement thereto complies in all
material respects with the 1933 Act and the rules and regulations thereunder,
(ii) the Shelf Registration Statement and any amendment thereto does not, when
it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein



                                       3
<PAGE>

or necessary to make the statements therein not misleading and (iii) any
Prospectus forming part of the Shelf Registration Statement, and any supplement
to such Prospectus (as amended or supplemented from time to time), does not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in light of the circumstances under
which they were made, not misleading. Notwithstanding the foregoing, if during
the Effectiveness Period, the Company is unable to file with the SEC, or have
reviewed or declared effective, a Shelf Registration Statement due to the
application of Rule 3-01(c) of Regulation S-X (a "Blackout Period"), then the
applicable Effectiveness Period shall be extended (A) in the case of the Company
being unable to file (or the SEC advising the Company that it will not review
the Shelf Registration Statement until financial statements for the most recent
fiscal year of the Company are included in the filing), for a period equal to
the Blackout Period plus 45 calendar days and (B) in the case of the Company's
having filed a Shelf Registration Statement (and not having been informed by the
SEC to the effect set forth in the preceding parenthetical) but being unable to
have it declared effective, for a period equal to the Blackout Period plus ten
calendar days. Notwithstanding the foregoing, in no event shall an Effectiveness
Period exceed a period of 270 calendar days.

         The Company shall not permit any securities other than Registrable
Notes to be included in the Shelf Registration Statement. The Company further
agrees, if necessary, to supplement or amend the Shelf Registration Statement
and the Prospectus, as required by Section 3(b) below, and to furnish to the
Named Purchasers copies of any such supplement or amendment as promptly as
reasonably practicable after filing with the SEC.

         2.2 Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 hereof. In addition to
such Registration Expenses, if a Named Purchaser incurs any underwriting
expenses, discounts, commissions, transfer taxes or other selling costs, if any,
relating to the sale or disposition of such Named Purchaser's Registrable Notes
pursuant to the Shelf Registration Statement, the Company shall reimburse such
Named Purchaser for any such expenses incurred in an amount not to exceed 0.50%
of the aggregate principal amount of the Registrable Notes sold or disposed of
in such transaction.

         2.3 Effectiveness. (a) The Company will be deemed not to have used
commercially reasonable efforts to cause the Shelf Registration Statement to
become, or to remain, effective during the requisite period if the Company
voluntarily takes any action that would, or omits to take any action which
omission would, result in any Shelf Registration Statement not being declared
effective or in the Named Purchasers covered thereby not being able to offer and
sell their Registrable Notes during that period as and to the extent
contemplated hereby, unless (i) such action is required by applicable law, or
(ii) such action is taken by the Company in good faith and for valid business
reasons (not including avoidance of the Company's obligations hereunder),
including the acquisition or divestiture of assets, so long as the Company
promptly thereafter complies with the requirements of Section 3(j) hereof, if
applicable.

         Notwithstanding anything to the contrary contained herein, if at any
time after the filing or effectiveness of a Shelf Registration Statement the
Company determines, in its reasonable business judgment, that such registration
and the offering of Registrable Notes pursuant thereto could interfere with or
otherwise adversely affect any financing, acquisition, corporate reorganization,
or other material transaction or development involving the Company, or require



                                       4
<PAGE>

the Company to disclose matters that otherwise would not be required to be
disclosed at such time, then the Company may require the suspension by Named
Purchasers, for a period of up to 45 calendar days (during which time the
Effectiveness Period, if applicable, will be suspended and which time the
Effectiveness Period will resume and will be extended for a period equal to such
suspension period), of the distribution of any of the Registrable Notes pursuant
to such Shelf Registration Statement by giving written notice to the Named
Purchasers. Any such notice need not specify the reasons for such suspension if
the Company determines, in its reasonable business judgment, that doing so would
interfere with or adversely affect such transaction or development or would
result in the disclosure of material non-public information to such Named
Purchasers. Any such suspension shall continue until the earlier to occur of the
expiration of such 45-calendar-day period and the determination of the Company,
notice of which is given to the Named Purchasers, that such registration and
offering would no longer have an effect described in the first sentence of this
paragraph. The Company may not require the suspension by Named Purchasers of the
distribution of Registrable Notes pursuant to this paragraph more than twice.

         (b) A Shelf Registration Statement will not be deemed to have become
effective unless it has been declared effective by the SEC; provided, however,
that if, after it has been declared effective, the offering of Registrable Notes
pursuant to a Shelf Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, the Shelf Registration Statement will be deemed not to have
become effective during the period of such interference, until the offering of
Registrable Notes pursuant to the Shelf Registration Statement may legally
resume.

         3. Registration Procedures.

         In connection with the obligations of the Company with respect to the
Shelf Registration Statement, the Company shall:

                  (a) prepare and file with the SEC a Shelf Registration
Statement, within the relevant time period specified in Section 2 hereof, on the
appropriate form under the 1933 Act, which form (i) shall be selected by the
Company, (ii) shall be available for the sale of the Registrable Notes by the
Named Purchasers, (iii) shall comply as to form in all material respects with
the requirements of the applicable form and include or incorporate by reference
all financial statements required by the SEC to be filed therewith or
incorporated by reference therein, and (iv) shall comply in all respects with
the requirements of Regulation S-T under the 1933 Act;

                  (b) prepare and file with the SEC such amendments and
post-effective amendments to the Shelf Registration Statement as may be
necessary under applicable law to keep the Shelf Registration Statement
effective for the Effectiveness Period; and cause each Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provision then in force) under the
1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the
rules and regulations thereunder applicable to them with respect to the
disposition of all Registrable Notes covered by the Shelf Registration Statement
during the Effectiveness Period in accordance with the plan of distribution
included in the Prospectus;



                                       5
<PAGE>

                  (c) (i) notify the Named Purchasers, at least ten Business
Days prior to filing, that a Shelf Registration Statement with respect to the
Registrable Notes is being filed and advising the Named Purchasers that the
distribution of Registrable Notes may only be made under the Shelf Registration
in accordance with one of the methods prescribed in the plan of distribution
included in the Shelf Registration Statement; (ii) furnish to each Named
Purchaser and to each underwriter of an underwritten offering of Registrable
Notes, if any, without charge, as many copies of each Prospectus, including each
preliminary Prospectus, and any amendment or supplement thereto and such other
documents as such Named Purchaser or underwriter may reasonably request,
including financial statements and schedules and, if the Named Purchaser so
requests, all exhibits in order to facilitate the public sale or other
disposition of the Registrable Notes; and (iii) hereby consent to the use of the
Prospectus or any amendment or supplement thereto by each of the Named
Purchasers in connection with the offering and sale of the Registrable Notes
covered by the Prospectus or any amendment or supplement thereto;

                  (d) use commercially reasonable efforts to register or qualify
the Registrable Notes under all applicable state securities or "blue sky" laws
of such jurisdictions as any Named Purchaser and each underwriter of an
underwritten offering of Registrable Notes shall reasonably request by the time
the Shelf Registration Statement is declared effective by the SEC, and do any
and all other acts and things which may be reasonably necessary or advisable to
enable each such Named Purchaser and underwriter to consummate the disposition
in each such jurisdiction of the Registrable Notes owned by such Named
Purchaser; provided, however, that the Company shall not be required to (i)
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (ii) take any action which would subject it to general service of
process or taxation in any such jurisdiction where it is not then so subject, or
(iii) conform its capitalization or the composition of its assets at the time to
the securities or blue sky laws of such jurisdiction;

                  (e) notify promptly each Named Purchaser (i) when the Shelf
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments and
supplements to the Shelf Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for that purpose, (iv) if, between the effective
date of the Shelf Registration Statement and the closing of any sale of
Registrable Notes covered thereby, the representations and warranties of the
Company contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to the offering cease to be true and
correct in all material respects, (v) of the happening of any event or the
discovery of any facts during the period the Shelf Registration Statement is
effective which makes any statement made in the Shelf Registration Statement or
the related Prospectus untrue in any material respect or which requires the
making of any changes in the Shelf Registration Statement or Prospectus in order
to make the statements therein not misleading, (vi) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registrable Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose and (vii) of any determination by
the Company that a post-effective amendment to the Shelf Registration Statement
would be appropriate;



                                       6
<PAGE>

                  (f) furnish to a single counsel for the Named Purchasers
copies of any comment letters received from the SEC or any other request by the
SEC or any state securities authority for amendments or supplements to a Shelf
Registration Statement and Prospectus or for additional information;

                  (g) make every commercially reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of the Shelf Registration
Statement at the earliest possible moment;

                  (h) furnish to each Named Purchaser, and each underwriter, if
any, without charge, at least one conformed copy of the Shelf Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules (without documents incorporated therein by reference
and all exhibits thereto, unless requested);

                  (i) facilitate the timely preparation, and delivery to DTC (if
permissible under DTC's rules) of, a global certificate representing the
Registrable Notes that are available for sell under the Shelf Registration
Statement, which certificate shall not bear any restrictive legends, and
simultaneously with the delivery of such certificate, cause the cancellation of
the certificates representing Registrable Notes delivered to the Purchasers on
the Closing Date;

                  (j) upon the occurrence of any event or the discovery of any
facts, such as contemplated by Sections 3(e)(v) and 3(e)(vii) hereof, as
promptly as practicable after the occurrence of such an event, use commercially
reasonable efforts to prepare a supplement or post-effective amendment to the
Shelf Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Notes, such
Prospectus will not contain at the time of such delivery any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. At such time as such public disclosure is otherwise made or the
Company determines that such disclosure is not necessary, in each case to
correct any misstatement of a material fact or to include any omitted material
fact, the Company agrees promptly to notify each Named Purchaser of such
determination and to furnish each Named Purchaser such number of copies of the
Prospectus as amended or supplemented, as such Named Purchaser may reasonably
request;

                  (k) obtain a CUSIP number for the global certificate referred
to in Section 3(i) above, not later than the effective date of the Shelf
Registration Statement;

                  (l) (i) cause the Indenture to be qualified under the Trust
Indenture Act of 1939, as amended, (the "TIA") in connection with the
registration of the Registrable Notes, (ii) cooperate with the Trustee and the
Named Purchasers to effect such changes to the Indenture as may be required for
the Indenture to be so qualified in accordance with the terms of the TIA, and
(iii) execute, and use commercially reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes, and all other
forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;



                                       7
<PAGE>

                  (m) enter into agreements (including underwriting agreements
containing usual and customary terms) and take all other customary and
appropriate actions in order to expedite or facilitate the disposition of such
Registrable Notes and in such connection whether or not an underwriting
agreement is entered into and whether or not the registration is an underwritten
registration:

                  (i) make such representations and warranties to the Named
         Purchasers and the underwriters, if any, in form, substance and scope
         as are customarily made by issuers to underwriters in similar
         underwritten offerings or as may be reasonably requested by them;

                  (ii) obtain opinions of counsel to the Company (which counsel
         and opinions (in form, scope and substance) shall be reasonably
         satisfactory to the managing underwriters, if any) addressed to the
         Named Purchasers and the underwriters, if any, covering the matters
         customarily covered in opinions requested in sales of securities or
         underwritten offerings and such other matters as may be reasonably
         requested by such underwriters or the Named Purchasers;

                  (iii) in the case of an underwritten offering, obtain "cold
         comfort" letters and updates thereof from the Company's independent
         certified public accountants (and, if necessary, any other independent
         certified public accountants of any subsidiary of the Company or of any
         business acquired by the Company for which financial statements are, or
         are required to be, included in the Shelf Registration Statement)
         addressed to the underwriters, such letters to be in customary form and
         covering matters of the type customarily covered in "cold comfort"
         letters to underwriters in connection with similar underwritten
         offerings;

                  (iv) enter into a securities sales agreement with the Named
         Purchasers and an agent of the Named Purchasers providing for, among
         other things, the appointment of such agent for Named Purchasers for
         the purpose of soliciting purchases of Registrable Notes, which
         agreement shall be in form, substance and scope customary for similar
         offerings;

                  (v) if an underwriting agreement is entered into, cause the
         same to set forth indemnification provisions and procedures
         substantially equivalent to the indemnification provisions and
         procedures set forth in Section 4 hereof with respect to the
         underwriters and all other parties to be indemnified pursuant to said
         Section or, at the request of any underwriters, in the form customarily
         provided to such underwriters in similar types of transactions; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested and as are customarily delivered in similar
         offerings to the Named Purchasers and the managing underwriters, if
         any.

The above shall be done at (i) the effectiveness of the Shelf Registration
Statement (and each post-effective amendment thereto) and (ii) each closing
under any underwriting or similar agreement as and to the extent required
thereunder;



                                       8
<PAGE>

                  (n) at least ten Business Days prior to filing the Shelf
Registration Statement or any amendment to the Shelf Registration Statement or
the Prospectus or any supplement to the Prospectus, provide copies of such
document to the Named Purchasers and their counsel and to the underwriter or
underwriters of an underwritten offering of Registrable Notes, if any, make such
changes in any such document prior to the filing thereof as the Named Purchasers
or their counsel or the underwriter or underwriters reasonably request and not
file any such document in a form to which the Named Purchasers or their counsel
or any underwriter shall not have previously been advised and furnished a copy
of or to which the Named Purchasers or their counsel or any underwriter shall
reasonably object, and make the representatives of the Company available for
discussion of such document as shall be reasonably requested by the Named
Purchasers or their counsel or any underwriter; provided, however, that the
rights of each Named Purchaser pursuant to this Section 3(n) shall survive only
for so long as such Named Purchaser holds any principal amount of Registrable
Notes;

                  (o) otherwise comply with all applicable rules and regulations
of the SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;
and

                  (p) cooperate and assist in any filings required to be made
with the National Association of Securities Dealers, Inc. and in the performance
of any customary due diligence investigation by any underwriter and its counsel.

         The Company may (as a condition to any Purchaser's participation in the
Shelf Registration) require each Purchaser to furnish to the Company such
information regarding itself and the proposed distribution by it of its
Registrable Notes as the Company may from time to time reasonably request in
writing for use in connection with the Shelf Registration Statement or
Prospectus included therein, including without limitation, information specified
in Item 507 of Regulation S-K under the 1933 Act.

         Each Named Purchaser agrees that, upon receipt of any notice from the
Company of the happening of any event or the discovery of any facts, each of the
kind described in Section 3(e)(v) hereof, such Named Purchaser will forthwith
discontinue disposition of Registrable Notes pursuant to the Shelf Registration
Statement until such Named Purchaser's receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 3(j) hereof, and, if so directed
by the Company, such Named Purchaser will deliver to the Company (at its
expense) all copies in such Named Purchaser's possession, other than permanent
file copies then in such Named Purchaser's possession, of the Prospectus
covering such Registrable Notes current at the time of receipt of such notice.

         If any of the Registrable Notes covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Named Purchasers, provided such selection is reasonably
acceptable to the Company. No Named Purchaser may participate in any
underwritten registration hereunder unless such Named Purchaser (a) agrees to
sell its Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements, and (b) completes and executes all



                                       9
<PAGE>

questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

         4. Indemnification; Contribution.

                  (a) The Company agrees to indemnify and hold harmless each
Named Purchaser, each Person who participates as an underwriter (any such Person
being an "Underwriter"), each of the respective directors and officers of each
of the foregoing, and each Person, if any, who controls any Named Purchaser or
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense, as incurred, arising out of any untrue statement or alleged
         untrue statement of a material fact contained in the Shelf Registration
         Statement (or any amendment or supplement thereto) pursuant to which
         Registrable Notes were registered under the 1933 Act, including all
         documents incorporated therein by reference, or the omission or alleged
         omission therefrom of a material fact required to be stated therein or
         necessary to make the statements therein not misleading, or arising out
         of any untrue statement or alleged untrue statement of a material fact
         contained in any Prospectus (or any amendment or supplement thereto) or
         the omission or alleged omission therefrom of a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense, as incurred, to the extent of the aggregate amount paid in
         settlement of any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or of any claim
         based upon any such untrue statement or omission, or any such alleged
         untrue statement or omission; provided that (subject to Section 4(d)
         below) any such settlement is effected with the written consent of the
         Company; and

                  (iii) against any and all expense, as incurred (including the
         fees and disbursements of counsel chosen by any indemnified party as
         provided herein), reasonably incurred in investigating or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         based upon any such untrue statement or omission, or any such alleged
         untrue statement or omission, to the extent that any such expense is
         not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of a Named Purchaser or Underwriter expressly for use in the Shelf
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto), and provided further, that the Company shall
not indemnify any Underwriter or any Person who controls such Underwriter from
any loss, liability, claim or damage (or expense incurred in connection
therewith) alleged by any Person who purchased Registrable Notes from such
Underwriter if the untrue statement, omission or allegation thereof



                                       10
<PAGE>

upon which such loss, liability, claim or damage is based was made in (i) any
preliminary prospectus, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Underwriter to such
Person at or prior to the written confirmation of the sale of Registrable Notes
to such Person, and if the Prospectus (as so amended or supplemented) corrected
the untrue statement or omission giving rise to such loss, claim, damage or
liability; (ii) any Prospectus used by such Underwriter or any Person who
controls such Underwriter, after such time as the Company advised the
Underwriters that the filing of a post-effective amendment or supplement thereto
was required, except the Prospectus as so amended or supplemented, if the
Prospectus as amended or supplemented by such post-effective amendment or
supplement would not have given rise to such loss, liability, claim or damage;
or (iii) any Prospectus used after such time as the obligation of the Company to
keep the same current and effective has expired.

                  (b) Each Named Purchaser severally, but not jointly, agrees to
indemnify and hold harmless the Company, any other Named Purchaser, each
Underwriter, if any, and each of their respective directors and officers, and
each Person, if any, who controls the Company, such other Named Purchaser or
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 4(a) hereof, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Shelf Registration Statement (or any
amendment thereto) or any Prospectus included therein (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with respect to such Named Purchaser furnished to the Company by or on behalf of
such Named Purchaser expressly for use in the Shelf Registration Statement (or
any amendment thereto) or such Prospectus (or any amendment or supplement
thereto); provided, however, that no such Named Purchaser shall be liable for
any claims hereunder in excess of the amount of net proceeds received by such
Named Purchaser from the sale of Registrable Notes pursuant to the Shelf
Registration Statement.

                  (c) Each indemnified party shall give written notice as
promptly as reasonably practicable to each indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, and the indemnifying party shall assume the defense thereof,
including the employment of counsel satisfactory to the indemnified party, and
the payment of all expenses. Any omission to so notify an indemnifying party
shall not relieve such indemnifying party from any liability hereunder to the
extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. Any such indemnified party shall have the
right to employ separate counsel in any such action or proceeding and to
participate in the defense thereof, but the fees and expenses of such separate
counsel shall be paid by such indemnified party unless (i) the indemnifying
party has agreed to pay such fees and expenses or (ii) the indemnifying party
shall have failed to assume the defense of such action or proceeding and employ
counsel reasonably satisfactory to the indemnified party in any such action or
proceeding or (iii) the named parties to any such action or proceeding
(including any impleaded parties) include both such indemnified party and
indemnifying party, and the indemnified party shall have been advised by its
counsel that there may be a conflict of interest between such indemnified party
and indemnifying party in the conduct of the defense of such action (in which
case, if such indemnified party notifies the indemnifying party in writing that
it elects to employ



                                       11
<PAGE>

separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such action or
proceeding on behalf of such indemnified party), it being understood, however,
that the indemnifying party shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (unless the members of such firm are not admitted to practice in a
jurisdiction where an action is pending, in which case the indemnifying party
shall pay the reasonable fees and expenses of one additional firm of attorneys
to act as local counsel in such jurisdiction, provided the services of such
counsel are substantially limited to that of appearing as attorneys of record)
at any time for all indemnified parties, which firm shall be designated in
writing by the indemnified party. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 4 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (A) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(B) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

                  (d) If at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) hereof effected
without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into, and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.

                  (e) If the indemnification provided for in this Section 4 is
for any reason unavailable to hold harmless an indemnified party (other than by
reason of the first sentence of Section 4(c) hereof) in respect of any losses,
liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as
incurred, in such proportion as is appropriate to reflect the relative fault of
the Company on the one hand and the Named Purchasers on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

         The relative fault of the Company on the one hand and the Named
Purchasers on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by or on behalf of the Company or the Named Purchasers and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.



                                       12
<PAGE>

         The Company and the Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 4 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 4. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 4 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 4, each Person, if any, who controls a
Named Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as such Named
Purchaser, and each Person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Company.

         5. Miscellaneous.

         5.1 Rule 144 and Rule 144A. For so long as the Company is subject to
the reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any Purchaser deliver to a prospective purchaser such information as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act to the
extent required from time to time to enable such Purchaser to sell its Notes
without registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended
from time to time, or (iii) any similar rules or regulations hereafter adopted
by the SEC. Upon the request of any Purchaser, the Company will deliver to such
Purchaser a written statement as to whether it has complied with such
requirements. The Company's obligations under this Section 5.1 shall terminate
upon the consummation of the Effectiveness Period.

         5.2 Regulation M. Each Purchaser covenants with the Company that, with
respect to any Notes owned or held by such Purchaser that such Purchaser
continues to own or hold at any time on or after the 90th day following the
effective date of the Shelf Registration Statement, such Purchaser will, upon
receipt of written notice from the Company of the Company's intention to bid for
or purchase any Note or any security of the same class and series as the Notes
(within the meaning of Regulation M promulgated by the SEC (or any successor or
equivalent rule or regulation, "Regulation M")) or to take any other action,
directly or indirectly, the taking of which would be proscribed by Regulation M
during a distribution of the Notes, such Purchaser will, and will cause its
"affiliated purchasers" (as defined in Rule 100 of Regulation M) to, cease
distributing the Notes for such period of time as the Company may reasonably
deem



                                       13
<PAGE>

necessary so that the action or actions proposed to be taken, directly or
indirectly, by it may be taken in full compliance with Regulation M.

         5.3 No Inconsistent Agreements. The Company has not entered into and
the Company will not after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Purchasers under this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Purchasers hereunder do not and will not for the term of this Agreement
in any way conflict with the rights granted to the holders of the Company's
other issued and outstanding securities under any such agreements.

         5.4 Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of the Purchasers.

         5.5 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (a)
if to a Purchaser, at the most current address given by such Purchaser to the
Company by means of a notice given in accordance with the provisions of this
Section 5.5, which address initially is the address set forth in the Merger
Agreement with respect to UGC; and (b) if to the Company, initially at the
Company's address set forth in the Merger Agreement, and thereafter at such
other address of which notice is given in accordance with the provisions of this
Section 5.5.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two Business Days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered to
an air courier guaranteeing overnight delivery.

         Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

         5.6 Assignment; Successor and Assigns. Each Purchaser may assign its
rights and obligations under this Agreement only to a Subsidiary of such
Purchaser (any such Subsidiary, a "Permitted Assignee") to whom such Purchaser
has transferred its Notes. This Agreement shall inure to the benefit of and be
binding upon (a) the successors and assigns of the Company and (b) the Permitted
Assignees of the Purchasers; provided that nothing in this Section 5.6 shall be
deemed to permit any assignment, transfer or other disposition of Notes in
violation of the terms of this Agreement, the Merger Agreement or the Indenture.
If any Permitted Assignee shall acquire Notes, in any manner, whether by
operation of law or otherwise, such Notes shall be held subject to all of the
terms of this Agreement, and by taking and holding such Notes such Permitted
Assignee shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement, including the
restrictions on resale set forth in this Agreement and, if applicable, the
Merger Agreement, and such Permitted Assignee shall be entitled to receive the
benefits hereof, in each case as if such Permitted Assignee were a



                                       14
<PAGE>

"Purchaser" hereunder. Any transferee of Notes that is not a Subsidiary of a
Purchaser shall not be entitled to the benefits of this Agreement.

         5.7 Specific Enforcement. Without limiting the remedies available to
the Purchasers, the Company acknowledges that any failure by the Company to
comply with its obligations under Sections 2.1 through 2.3 hereof may result in
material irreparable injury to the Purchasers for which there is no adequate
remedy at law, that it would not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Purchasers
may obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 2.1 through 2.3 hereof.

         5.8 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         5.9 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         5.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

         5.11 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.





                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        LIBERTY MEDIA CORPORATION



                                        By:
                                              Name:
                                              Title:


Confirmed and accepted as
  of the date first above
  written:



UNITEDGLOBALCOM, INC.


By:
   -----------------------------------
   Name:
   Title:



UNITED INTERNATIONAL PROPERTIES, INC.


By:
   -----------------------------------
   Name:
   Title:






<PAGE>

                                                                  EXHIBIT 2.5(a)


       [United/New United Merger Agreement filed as Exhibit 10.2 to this
                          Current Report on Form 8-K.]

<PAGE>

                                                                EXHIBIT 2.5(e)-1

                                    FORM OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             UNITEDGLOBALCOM, INC.

     FIRST: The name of the corporation (the "Corporation") is:

                               UGC Holdings, Inc.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at that address is The
Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH: (a) Authorized Shares.

        The total number of shares of capital stock that the Corporation shall
        have authority to issue is 1,156,031 which shall be divided into the
        following classes:

        (i)  1,500 shares shall be of a class designated Class A Common Stock,
           par value $0.01 per share ("Class A Common Stock");

        (ii) 1,500 shares shall be of a class designated Class B Common Stock,
           par value $0.01 per share ("Class B Common Stock"); and

        (iii) 301,500 shares shall be of a class designated Class C Common
           Stock, par value $0.01 per share ("Class C Common Stock" and,
           together with the Class A Common Stock and the Class B Common Stock,
           the "Common Stock"); and

        (iv) 851,531 shall be of a class designated Preferred Stock, par value
           $0.01 per share ("Preferred Stock").

        Each share of Class A Common Stock, Class B Common Stock and Class C
        Common Stock shall be identical in all respects except as otherwise set
        forth in this Certificate of Incorporation (as it may from time to time
        hereafter be amended or restated, this "Certificate"). The number of
        authorized shares of Class A Common Stock, Class B Common Stock or Class
        C Common Stock may be increased or decreased (but not below the number
        of shares thereof outstanding and, in the case of the Class C Common
        Stock, the number reserved for issuance upon conversion of the Class A
        Common Stock) by an amendment to this Certificate approved by the
        affirmative vote of the holders of a majority of the combined voting
        power of the Class A Common Stock, Class B Common Stock and Class C
        Common Stock, voting together as a single class and without separate
        class votes (subject to paragraph (h) of this Article Fourth); provided
        that, promptly following the conversion of any shares of Class A Common
        Stock into shares of Class C Common Stock pursuant to paragraph (c) of
        this Article Fourth, the Corporation shall thereupon cause to be
        executed, acknowledged and filed with the Delaware Secretary of State a
        certificate identifying such shares of Class A Common Stock, stating
        that the reissuance of such shares of Class A Common Stock is prohibited
        and reciting their retirement, all in accordance with Section 243(b) of
        the General Corporation Law of the State of Delaware.

     (b) Voting Power of Common Stock.

        Other than as set forth in this paragraph (b) or in Article Fifth,
        holders of Common Stock of each class shall be entitled to one vote for
        each share of such stock held on any matter to be voted upon by the
        stockholders of the Corporation. Except as may otherwise be required by
        the laws of the State of Delaware or by the provisions of this
        Certificate, the holders of outstanding

                                       1
<PAGE>

        shares of Class A Common Stock, the holders of outstanding shares of
        Class B Common Stock and the holders of outstanding shares of Class C
        Common Stock shall vote together as one class with the holders of
        outstanding shares of each other class of Common Stock with respect to
        all matters to be voted on by the stockholders of the Corporation, and
        no separate vote or consent of the holders of shares of Class A Common
        Stock, the holders of shares of Class B Common Stock or the holders of
        shares of Class C Common Stock shall be required for the approval of any
        such matter. With respect to the election or removal of Class A
        Directors, the holders of shares of Class A Common Stock shall vote as a
        separate class and no vote of the holders of shares of Class B Common
        Stock or Class C Common Stock shall be required with respect thereto.
        With respect to the election or removal of Class B Directors, the
        holders of shares of Class B Common Stock shall vote as a separate class
        and no vote of the holders of Class A Common Stock or Class C Common
        Stock shall be required with respect thereto.

     (c) Conversion.

        (i)  Each outstanding share of Class A Common Stock shall automatically
           convert into one share of Class C Common Stock immediately upon (A)
           the transfer thereof to any Person other than a Permitted Transferee
           who is also a Principal or a Related Party or (B) the occurrence of a
           Class B Event, in either case with no further action on the part of
           any holder thereof.

        (ii) Upon the conversion of any shares of Class A Common Stock pursuant
           to clause (i) above, the holder thereof shall promptly surrender the
           certificate or certificates representing the shares of Class A Common
           Stock so converted, duly endorsed, to the Secretary of the
           Corporation or to any transfer agent for the Class A Common Stock. If
           so required by the Corporation, any certificate for shares
           surrendered for conversion shall be accompanied by instruments of
           transfer, in form satisfactory to the Corporation, duly executed by
           the holder of such shares or the duly authorized representative of
           such holder. Upon receipt by the Secretary or transfer agent of the
           foregoing certificate or certificates and, if required, instruments
           of transfer, the Corporation shall cause to be issued to the holder
           who surrendered the certificate or certificates representing shares
           of Class A Common Stock or such holder's nominee or nominees, a
           certificate or certificates representing either (A) the appropriate
           number of shares of Class C Common Stock (in the case of a conversion
           pursuant to clause (i)(A) above) or (B) one share of Class C Common
           Stock for each share of Class A Common Stock represented by such
           surrendered certificate (in the case of a conversion pursuant to
           clause (i)(B) above), and shall issue and deliver to such holder, or
           such holder's nominee or nominees, such certificate or certificates
           as well as, in the case of a conversion pursuant to clause (i)(A)
           above, a certificate or certificates representing any shares of Class
           A Common Stock represented by such surrendered certificate that were
           not transferred in a manner that effected a conversion thereof into
           shares of Class C Common Stock. Such conversion shall be deemed to
           have been effected at the close of business on the date of the
           occurrence of the event giving rise to such conversion, and the
           Person or Persons entitled to receive the shares of Class C Common
           Stock issuable upon such conversion shall be treated for all purposes
           as the record holder or holders of such shares of Class C Common
           Stock on that date.

        (iii) A number of shares of Class C Common Stock equal to the number of
           shares of Class A Common Stock outstanding from time to time shall be
           set aside and reserved for issuance upon conversion of shares of
           Class A Common Stock into Class C Common Stock. Shares of Class A
           Common Stock that have been converted pursuant to clause (i) shall be
           retired and may not be reissued. Shares of Class A Common Stock shall
           not be convertible into shares of Class B Common Stock. Shares of
           Class B Common Stock shall not be convertible into shares of any
           other class of Common Stock. Shares of Class C Common Stock shall not
           be convertible into shares of any other class of Common Stock.

                                        2
<PAGE>

     (d) Dividends.

        Subject to paragraph (e) of this Article Fourth, (i) whenever a dividend
        is paid to the holders of Class A Common Stock, the Corporation also
        shall pay to the holders of Class B Common Stock and Class C Common
        Stock a dividend per share equal to the dividend per share paid to the
        holders of the Class A Common Stock, (ii) whenever a dividend is paid to
        the holders of Class B Common Stock, the Corporation also shall pay to
        the holders of Class A Common Stock and Class C Common Stock a dividend
        per share equal to the dividend per share paid to the holders of Class B
        Common Stock, (iii) whenever a dividend is paid to the holders of Class
        C Common Stock, the Corporation also shall pay to the holders of Class A
        Common Stock and Class B Common Stock a dividend per share equal to the
        dividend per share paid to the holders of the Class C Common Stock.
        Dividends shall be payable only as and when declared by the Board of
        Directors of the Corporation out of assets of the Corporation legally
        available therefor.

     (e) No Share Distributions, Dividends, Subdivisions, Combinations or
Reclassifications.

        The Corporation may not make or pay any distribution or dividend in
        shares of its capital stock of any class, and may not effect any
        subdivision, combination or reclassification of shares of its capital
        stock of any class.

     (f) New United Approvals.

        Except (i) as set forth in the proviso at the end of paragraph (a) of
        Article Fourth and (ii) for amendments or alterations to Article First
        or Second of this Certificate, from and after the effective time of the
        Merger and prior to such time as all of the outstanding shares of Class
        A Common Stock have been converted into shares of Class C Common Stock
        pursuant to paragraph (c) of this Article Fourth and the shares of Class
        C Common Stock received upon such conversion have been exchanged for
        shares of New United Class A Common Stock pursuant to the terms of the
        Exchange Agreement, any amendment, alteration or repeal of any provision
        of this Certificate (including, without limitation, by merger,
        consolidation, binding share exchange or otherwise) may only be effected
        upon the approval by the affirmative vote of the holders of at least
        66 2/3 percent of the voting power of the outstanding common stock of
        New United, voting together as a single class, as provided in the
        certificate of incorporation of New United, in addition to any required
        vote of the directors and stockholders of the Corporation.

     (g) Preferred Stock

        The number of authorized shares, voting powers, designations,
        preferences and relative, participating, optional or other special
        rights and qualifications, limitations or restrictions of the following
        series of Preferred Stock are as stated and expressed in the exhibit
        with respect to such series attached hereto as specified below and
        incorporated herein by reference:(1)

<Table>
        <S>                                                           <C>
        Exhibit A...................................................  Series B Preferred Stock
        Exhibit B...................................................  Series C Preferred Stock
        Exhibit C...................................................  Series D Preferred Stock
</Table>

        The Corporation may not issue any shares of Preferred Stock without the
        prior approval of the Board of Directors of New United by the vote, or
        action by written consent, of such Board of Directors of New United as
        required by the United Charter. The Corporation shall not authorize any
        additional series of Preferred Stock.

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

1 The Preferred Designations for the Series B Preferred Stock, Series C
  Preferred Stock and Series D Preferred Stock will be identical to the existing
  Certificates of Designation for the corresponding series of United's existing
  Preferred Stock.

                                       3
<PAGE>

     FIFTH: (a) Classification and Election of Directors.

        The business and affairs of the Corporation shall be managed by a Board
        of Directors. The number of directors shall be fixed by the Bylaws,
        except that, as long as any shares of Class A Common Stock are
        outstanding, (i) the number of directors constituting the Corporation's
        entire board of directors shall be equal to eight, (ii) four directors
        will be elected by the holders of a plurality of the Class A Common
        Stock (the "Class A Directors"), and (iii) four directors will be
        elected by the holders of a plurality of the Class B Common Stock (the
        "Class B Directors"). The Class C Common Stock will not vote in the
        election of directors. From and after such time as no Class A Common
        Stock is outstanding, the directors shall no longer be classified as
        "Class A Directors" and "Class B Directors," and all of the directors
        shall be elected by the holders of a majority of the Class B Common
        Stock.

     (b) Term of Office; Vacancies.

        A director shall hold office until his or her successor shall be elected
        and shall qualify, subject, however, to his or her prior death,
        resignation, retirement or removal from office. Any vacancy with respect
        to the office of a Class A Director, however caused, shall be filled by
        a majority of the Class A Directors then in office or by a sole
        remaining Class A Director. Any vacancy with respect to the office of a
        Class B Director, however caused, shall be filled by a majority of the
        Class B Directors then in office or by a sole remaining Class B
        Director. From and after such time as no shares of Class A Common Stock
        are outstanding, any newly created directorship resulting from an
        increase in the number of directors or any other vacancy with respect to
        the office of a director, however caused, shall be filled by a majority
        of the directors then in office or by a sole remaining director. Any
        director elected as provided above by one or more directors to fill a
        newly created directorship or other vacancy shall, without regard to the
        class in which the vacancy occurred, hold office until the next
        succeeding annual meeting of stockholders and until his or her successor
        shall have been elected and qualified. No decrease in the number of
        directors constituting the Board of Directors shall shorten the term of
        any incumbent director.

     (c) Removal.

        Any or all of the Class A Directors may be removed from the Board of
        Directors with or without cause only upon the affirmative vote of the
        holders of at least 66 2/3 percent of the combined voting power of the
        Class A Common Stock, voting as a separate class. Any or all of the
        Class B Directors may be removed from the Board of Directors, with or
        without cause, upon the affirmative vote of the holders of a majority of
        the combined voting power of the Class B Common Stock, voting as a
        separate class. From and after such time as no Class A Common Stock is
        outstanding, any or all of the directors may be removed from the Board
        of Directors, with or without cause, upon the affirmative vote of the
        holders of a majority of the Class B Common Stock, voting as a separate
        class.

     (d) Required Vote.

        So long as any shares of Class A Stock are outstanding, any action to be
        taken by the Board of Directors may be taken only upon the affirmative
        vote or consent in writing of (i) a majority of all directors then in
        office, (ii) a majority of the Class A Directors then in office and
        (iii) a majority of the Class B Directors then in office. From and after
        such time as no Class A Common Stock is outstanding, any action to be
        taken by the Board of Directors may be taken only upon the affirmative
        vote of a majority of the directors then in office.

     SIXTH: To the fullest extent permitted by the General Corporation Law of
the State of Delaware, as now existing or hereafter amended, a director of the
Corporation shall not be liable to the Corporation or any of its stockholders
for monetary damages for breach of his fiduciary duty as a director. Any
amendment or repeal of this Article Sixth shall be prospective only and shall
not adversely affect any limitation, right or protection of a director of the
Corporation existing under this Article Sixth immediately before the amendment
or repeal.

                                       4
<PAGE>

     SEVENTH:

     (a) Right to Indemnification.

        The Corporation shall indemnify and hold harmless, to the fullest extent
        permitted by applicable law as it presently exists or may hereafter be
        amended, any Person who was or is made or is threatened to be made a
        party or is otherwise involved in any action, suit or proceeding,
        whether civil, criminal, administrative or investigative (a
        "proceeding") by reason of the fact that he, or a Person for whom he is
        the legal representative, is or was a director or officer of the
        Corporation or is or was serving at the request of the Corporation as a
        director, officer, employee or agent of another corporation or of a
        partnership, joint venture, trust, enterprise or nonprofit entity,
        including service with respect to employee benefit plans, against all
        liability and loss suffered and expenses (including attorneys' fees)
        reasonably incurred by such Person. Such right of indemnification shall
        inure whether or not the claim asserted is based on matters which
        antedate the adoption of this Article Seventh. The Corporation shall be
        required to indemnify or make advances to a Person in connection with a
        proceeding (or part thereof) initiated by such Person only if the
        proceeding (or part thereof) was authorized by the Board of Directors of
        the Corporation.

     (b) Prepayment of Expenses.

        The Corporation shall pay the expenses (including attorneys' fees)
        incurred by a director or officer in defending any proceeding in advance
        of its final disposition, provided, however, that the payment of
        expenses incurred by a director or officer in advance of the final
        disposition of the proceeding shall be made only upon receipt of an
        undertaking by the director or officer to repay all amounts advanced if
        it should be ultimately determined that the director or officer is not
        entitled to be indemnified under this Article Seventh or otherwise.

     (c) Claims.

        If a claim for indemnification or payment of expenses under this Article
        Seventh is not paid in full within 60 days after a written claim
        therefor has been received by the Corporation, the claimant may file
        suit to recover the unpaid amount of such claim and, if successful in
        whole or in part, shall be entitled to be paid the expense of
        prosecuting such claim. In any such action the Corporation shall have
        the burden of proving that the claimant was not entitled to the
        requested indemnification or payment of expenses under applicable law.

     (d) Non-Exclusivity of Rights.

        The rights conferred on any Person by this Article Seventh shall not be
        exclusive of any other rights that such Person may have or hereafter
        acquire under any statute, provision of this Certificate, the Bylaws,
        agreement, vote of stockholders or resolution of disinterested directors
        or otherwise.

     (e) Other Indemnification.

        The Corporation's obligation, if any, to indemnify any person who was or
        is serving at its request as a director, officer, employee or agent of
        another corporation, partnership, joint venture, trust, enterprise or
        nonprofit entity shall be reduced by any amount such person may collect
        as indemnification from such other corporation, partnership, joint
        venture, trust, enterprise or nonprofit entity.

     EIGHTH: Any action that may be taken at any annual or special meeting of
the stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the Secretary of the Corporation.

                                       5
<PAGE>

     NINTH: Except as otherwise required by law or provided in the Bylaws of the
Corporation, special meetings of the stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution approved by the
affirmative vote of a majority of the directors then in office, by the Chairman
of the Board of Directors or at the request of holders of a majority of the
Class A Common Stock, Class B Common Stock and Class C Common Stock, voting
together as a single class.

     TENTH: The Board of Directors shall have the power to adopt, alter, amend
or repeal the Bylaws of the Corporation by a vote of the directors as provided
in paragraph (d) of Article Fifth. The holders of shares of Class A Common
Stock, Class B Common Stock and Class C Common Stock shall, to the extent such
power is at the time conferred on them by applicable law, also have the power to
adopt, alter, amend or repeal the Bylaws of the Corporation, but only if such
action receives at least a majority of the voting power of the outstanding Class
A Common Stock, Class B Common Stock and Class C Common Stock, voting together
as a single class.

     ELEVENTH: Election of directors need not be by written ballot.

     TWELFTH: The Corporation hereby elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

     THIRTEENTH: The following terms shall have the indicated meanings for
purposes of this Certificate.

     "Business Day" means any day other than Saturday, Sunday and a day on which
banks are required or permitted to close in Denver, Colorado or New York, New
York.

     "Certificate" has the meaning set forth in paragraph (a) of Article Fourth.

     "Change of Control," with respect to each Current Indenture, has the
meaning ascribed to such term in such Current Indenture.

     "Class A Common Stock" has the meaning set forth in paragraph (a) of
Article Fourth.

     "Class A Director" has the meaning set forth in paragraph (a) of Article
Fifth.

     "Class B Common Stock" has the meaning set forth in paragraph (a) of
Article Fourth.

     "Class B Director" has the meaning set forth in paragraph (a) of Article
Fifth.

     "Class B Event" means the occurrence of any of the following events: (a)
the redemption in full of the Current Bonds, (b) the defeasance of the
applicable provisions of the Current Indentures in accordance with the terms
thereof so that neither the Corporation nor any of its subsidiaries would be
required in accordance with the terms of the Current Indentures to offer to
repurchase any of the Current Bonds (a "Change of Control Offer") if the Class C
Common Stock, par value $0.01 per share ("New United Class C Common Stock"), of
New United were to be converted in full into shares of Class B Common Stock, par
value $0.01 per share, of New United ("New United Class B Common Stock"), (c) a
waiver or amendment of the applicable provisions of the Current Indentures shall
have been effected so that neither the Corporation nor any of its subsidiaries
would be required to make a Change of Control Offer if the New United Class C
Common Stock were to be converted in full into shares of New United Class B
Common Stock, or (d) a Change of Control within the meaning of any of the
Current Indentures (as to which an event described in (a) (with respect to
Current Bonds issued pursuant to such Current Indenture), (b) or (c) has not
occurred) otherwise occurs (other than as a result of a breach of the Standstill
Agreement by Liberty (as defined in the Standstill Agreement)), provided that an
occurrence described in this clause (d) will not constitute a Class B Event if
at such time Current Bonds with an aggregate principal amount or accreted value,
as applicable, in excess of $200,000,000 that were issued under the Specified
Indentures (as to which no event described in clauses (b) or (c) has occurred)
remain outstanding and no Change of Control within the meaning of the Specified
Indentures has occurred.

     "Class C Common Stock" has the meaning set forth in paragraph (a) of
Article Fourth.

     "Common Stock" has the meaning set forth in paragraph (a) of Article
Fourth.

                                       6
<PAGE>

     "Current Bonds" means the debt securities outstanding as of May 25, 2001
that were issued pursuant to the Current Indentures.

     "Current Indentures" means (a) the Indenture dated as of February 5, 1998,
between the Corporation and Firstar Bank, N.A. (f/k/a Firstar Bank of Minnesota,
N.A.), (b) the Indenture dated as of July 14, 1998, between UPC Polska, Inc.
(f/k/a @Entertainment, Inc.) ("Polska") and Bankers Trust Company ("BTC"), (c)
the Indenture dated January 20, 1999, between Polska and BTC, (d) the Indenture
dated January 27, 1999, between Polska and BTC, and (e) the Indenture dated as
of October 31, 1996, between Poland Communications, Inc. and State Street Bank
and Trust Company, in each case as were in effect on May 1, 2001.

     "Exchange Agreement" means the Exchange Agreement, dated as of
       , 2002, among New United and [               ].

     "Merger" means the merger of Merger Sub with and into the Corporation as
contemplated by the Merger Agreement.

     "Merger Agreement" means the Amended and Restated Agreement and Plan of
Restructuring and Merger, dated as of December 31, 2001 among the Corporation,
New United, Merger Sub, Liberty Media Corporation, Liberty Media International,
Inc., Liberty Global, Inc. and each Person indicated as a Founder on the
signature pages thereto.

     "Merger Sub" means United/New United Merger Sub, Inc., a Delaware
corporation.

     "New United" means UnitedGlobalCom, Inc., a Delaware corporation that was
formerly known as New UnitedGlobalCom, Inc.

     "New United Class A Stock" means the Class A Common Stock, par value $0.01
per share, of New United.

     "Permitted Transferee" has the meaning set forth in the Stockholders
Agreement.

     "Person" means any individual, corporation, partnership, limited
partnership, limited liability company, trust or other legal entity.

     "Preferred Stock" has the meaning set forth in paragraph (a) of Article
Fourth.

     "Principal" means any of Albert M. Carollo, Curtis Rochelle, Marian
Rochelle, Rochelle Investments, Ltd (so long as it is controlled by Curtis or
Marian Rochelle), Gene W. Schneider, G. Schneider Holdings, Co. and Gene W.
Schneider Family Trust (so long as each is controlled by Gene W. Schneider or
trustees appointed by him), Janet S. Schneider and Mark L. Schneider.

     "Related Party" has the meaning set forth in the Specified Indentures.

     "Specified Indenture" means the Indenture dated as of February 5, 1998,
between the Corporation and Firstar Bank, N.A. (f/k/a Firstar Bank of Minnesota,
N.A.).

     "Standstill Agreement" means the Standstill Agreement, dated as of
       , 2002, among New United, Liberty Media Corporation and Liberty Global,
Inc.

     "Stockholders Agreement" means the Stockholders Agreement, dated as of
              , 2002, among New United, Liberty Media Corporation, Liberty
Global, Inc. and the individuals designated as Founders on the signature pages
thereto.

     "United Charter" has the meaning set forth in the Stockholders Agreement.

                                       7
<PAGE>

                                                                EXHIBIT 2.5(e)-2

                                   BYLAWS OF
                               UGC HOLDINGS, INC.

                                   ARTICLE I

                                    OFFICES

SECTION 1.01  Business Offices.  The corporation may have such offices, either
within or outside Delaware, as the board of directors may from time to time
determine or as the business of the corporation may require.

SECTION 1.02  Registered Office.  The registered office of the corporation
required by the Delaware General Corporation Law to be maintained in Delaware
shall be as set forth in the certificate of incorporation, unless changed as
provided by law.

                                   ARTICLE II

                                  STOCKHOLDERS

SECTION 2.01  Annual Meeting.  An annual meeting of the stockholders shall be
held on such date as may be determined by the board of directors, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day designated herein for
any annual meeting of the stockholders, or at any adjournment thereof, the board
of directors shall cause the election to be held at a meeting of the
stockholders as soon thereafter as conveniently may be. Failure to hold an
annual meeting as required by these bylaws shall not invalidate any action taken
by the board of directors or officers of the corporation.

SECTION 2.02  Special Meetings.  Except as otherwise required by law or in the
certificate of incorporation, special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called only
by the board of directors pursuant to a resolution approved by the affirmative
vote of a majority of directors then in office, by the chairman of the board of
directors, or at the request of holders of a majority of the Class A Common
Stock, Class B Common Stock and Class C Common Stock (as each such term is
defined in the certificate of incorporation), voting together as a single class.
Such request shall state the purpose or purposes of the proposed meeting.

SECTION 2.03  Place of Meeting.  Each meeting of the stockholders shall be held
at such place, either within or outside Delaware, as may be designated in the
notice of meeting, or, if no place is designated in the notice, at the principal
office of the corporation.

SECTION 2.04  Notice of Meetings.  Except as otherwise required by law, notice
in writing or by electronic transmission of each meeting of the stockholders
stating the place, day and hour of the meeting, the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
given, either personally (including delivery by private courier) or by first
class, certified or registered mail, or by electronic transmission, to each
stockholder of record entitled to notice of such meeting, not less than ten nor
more than 60 days before the date of the meeting. Such notice shall be deemed to
be given, if personally delivered, when delivered to the stockholder, and, if
mailed, when deposited in the United States mail, postage prepaid, directed to
the stockholder at his address as it appears on the records of the corporation,
and if by electronic transmission, when posted on an electronic network or
directed to the stockholder at an electronic mail address at which the
stockholder has consented to receive notice. If notice of two consecutive annual
meetings and all notices of meetings or the taking of action by written consent
without a meeting to any stockholder during the period between such two
consecutive annual meetings, or all, and at least two, payments (if sent by

                                       1
<PAGE>

first class mail) of dividends or interest on securities during a 12-month
period, have been mailed or directed addressed to such person at his address as
shown on the records of the corporation and have been returned undeliverable,
the giving of such notice to such person shall not be required until another
address for such person is delivered to the corporation. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business that might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting in
accordance with the foregoing provisions of this Section 2.04.

SECTION 2.05  Fixing Date for Determination of Stockholders of Record.  For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for any other lawful action, the board of directors may fix, in
advance, a date as the record date for any such determination of stockholders,
which date shall be not more than 60 nor less than ten days before the date of
such meeting, and not more than 60 days prior to any other action. If no record
date is fixed then the record date shall be, for determining stockholders
entitled to notice of or to vote at a meeting of stockholders, the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, the close of business on the day next preceding the day on
which the meeting is held, or, for determining stockholders for any other
purpose, the close of business on the day on which the board of directors adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting. Notwithstanding the foregoing
provisions of this Section 2.05, the record date for determining stockholders
entitled to take, or receive notice of, corporate action in writing without a
meeting as provided in Section 2.11 shall be determined as provided in such
Section.

SECTION 2.06  Voting List.  The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Nothing contained in this Section 2.06 shall require the corporation to include
electronic mail addresses or other electronic contact information on such list.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, for a period of at least ten days prior to the meeting,
either (a) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (b) during ordinary business hours, at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. In the event that the corporation determines to make the list available on
an electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation. If the
meeting is to be held at a place, the list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.

SECTION 2.07  Proxies.  Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

SECTION 2.08  Quorum and Manner of Acting.  At all meetings of stockholders, a
majority of the combined voting power of the outstanding shares of the
corporation entitled to vote, represented in person

                                       2
<PAGE>

or by proxy, shall constitute a quorum. If a quorum is present, the affirmative
vote of a majority of the shares represented at a meeting at which a quorum is
present and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater proportion or number or voting by
classes is otherwise required by law, the certificate of incorporation or these
bylaws. In the absence of a quorum, a majority of the shares so represented may
adjourn the meeting from time to time in accordance with Section 2.04, until a
quorum shall be present or represented.

SECTION 2.09  Action Without a Meeting.

     (a)  Written Consent.  Unless otherwise provided in the certificate of
     incorporation, any action required or permitted to be taken at any meeting
     of the stockholders may be taken without a meeting, without prior notice
     and without a vote, if a consent in writing, setting forth the action so
     taken, shall be signed by the holders of outstanding stock having not less
     than the minimum number of votes that would be necessary to authorize or
     take such action at a meeting at which all shares entitled to vote thereon
     were present and voted (which consent may be signed in counterparts). Every
     written consent shall bear the date of signature of each stockholder who
     signs the consent and no written consent shall be effective to take the
     corporate action referred to therein unless, within 60 days of the earliest
     dated consent delivered to the corporation in the manner required by the
     Delaware General Corporation Law, written consents signed by a sufficient
     number of stockholders to take the action are delivered to the corporation
     in the manner required by the Delaware General Corporation Law.

     (b)  Determination of Stockholders Entitled to Act By Consent.  For
     purposes of determining stockholders entitled to consent to corporate
     action in writing without a meeting, the board of directors may fix, in
     advance, a date as the record date for any such determination of
     stockholders, which date shall be not more than ten days after the date
     upon which the resolution fixing the record date is adopted by the board of
     directors. If no record date has been fixed by the board of directors, the
     record date for determining stockholders entitled to consent to corporate
     action in writing without a meeting, when no prior action by the board of
     directors is required by the Delaware General Corporation Law, shall be the
     first date on which a signed written consent setting forth the action taken
     or proposed to be taken is delivered to the corporation in the manner
     required by the Delaware General Corporation Law. If no record date has
     been fixed by the board of directors and prior action by the board of
     directors is required by the Delaware General Corporation Law, the record
     date for determining stockholders entitled to consent to corporate action
     in writing without a meeting shall be the close of business on the day on
     which the board of directors adopts the resolution taking such prior
     action.

     (c)  Notice to Non-Consenting Stockholders.  Prompt written notice of the
     taking of corporate action without a meeting by less than unanimous written
     consent shall be given to those stockholders who have not consented in
     writing. Such notice shall be given in accordance with the applicable
     provisions of Section 2.04.

                                  ARTICLE III

                               BOARD OF DIRECTORS

SECTION 3.01  General Powers.  The business and affairs of the corporation shall
be managed by or under the direction of its board of directors, except as
otherwise provided in the Delaware General Corporation Law or the certificate of
incorporation.

SECTION 3.02  Number, Tenure and Qualifications.  Except as otherwise provided
in the certificate of incorporation, the number of directors of the corporation
and the manner of electing such directors shall be as set forth from time to
time in a resolution of the board of directors. Directors shall be elected at
each annual meeting of stockholders. Each director shall hold office until his
successor shall have been elected and qualified or until his earlier death,
resignation or removal. Directors need not be residents of Delaware or
stockholders of the corporation.

                                       3
<PAGE>

SECTION 3.03  Resignation.  Any director may resign at any time by giving notice
to the corporation in writing or by electronic transmission. A director's
resignation shall take effect upon receipt or, if a different time of
effectiveness is specified therein, at the time specified therein. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

SECTION 3.04  Regular Meetings.  A regular meeting of the board of directors
shall be held immediately after and at the same place as the annual meeting of
stockholders, or as soon thereafter as conveniently may be, at the time and
place, either within or without Delaware, determined by the board, for the
purpose of electing officers and for the transaction of such other business as
may come before the meeting. Failure to hold such a meeting, however, shall not
invalidate any action taken by any officer then or thereafter in office. The
board of directors may provide by resolution the time and place, either within
or outside Delaware, for the holding of additional regular meetings without
other notice than such resolution.

SECTION 3.05  Special Meetings.  Special meetings of the board of directors may
be called only by the board of directors pursuant to a resolution approved by
the affirmative vote of a majority of the directors then in office. The
resolution calling the special meeting of the board of directors may fix any
convenient place, either within or outside Delaware, as the place for holding
any special meeting of the board of directors.

SECTION 3.06  Meetings by Telephone.  Unless otherwise restricted by the
certificate of incorporation, members of the board of directors may participate
in a meeting of such board by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting in such manner
shall constitute presence in person at the meeting.

SECTION 3.07  Notice of Meetings.  Notice of each meeting of the board of
directors (except those regular meetings for which notice is not required)
stating the place, day and hour of the meeting shall be given to each director
at least five days prior thereto by the mailing of written notice by first
class, certified or registered mail, or at least two days prior thereto by
personal delivery (including delivery by private courier) of written notice or
by telephone, telegram, telex, cablegram or other similar method, except that in
the case of a meeting to be held pursuant to Section 3.07 notice may be given by
telephone one day prior thereto. The method of notice need not be the same to
each director. Notice shall be deemed to be given when deposited in the United
States mail, with postage thereon prepaid, addressed to the director at his
business or residence address, when delivered or communicated to the director or
when the telegram, telex, cablegram or other form of notice is personally
delivered to the director or delivered to the last address of the director
furnished by him to the corporation for such purpose. The business to be
transacted at, or the purpose of, any meeting of the board of directors shall be
specified in the notice or waiver of notice of such meeting.

SECTION 3.08  Quorum and Manner of Acting.  Except as otherwise may be required
by law, the certificate of incorporation (including, without limitation,
paragraph (d) of Article Fifth thereof) or these bylaws, a majority of the
number of directors fixed in accordance with these bylaws, present in person,
shall constitute a quorum for the transaction of business at any meeting of the
board of directors, and the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors.
If less than a quorum is present at a meeting, the directors present may adjourn
the meeting from time to time without further notice other than announcement at
the meeting, until a quorum shall be present. No director may vote or act by
proxy or power of attorney at any meeting of the board of directors.

SECTION 3.09  Action Without a Meeting.  Any action required or permitted to be
taken at any meeting of the board of directors or of any committee thereof may
be taken without a meeting, without prior notice and without a vote, if all
members of the board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of the proceedings of
the board or committee, as the case may be.

                                       4
<PAGE>

SECTION 3.10  Executive and Other Committees.  The board of directors may
designate one or more committees, each committee to consist of one or more of
the directors of the corporation. The board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to the following matters: (a) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to stockholders
for approval or (b) adopting, amending or repealing any bylaw of the
corporation. The delegation of authority to any committee shall not operate to
relieve the board of directors or any member of the board from any
responsibility imposed by law. Subject to the foregoing, the board of directors
may provide such powers, limitations and procedures for such committees as the
board deems advisable. To the extent the board of directors does not establish
other procedures, each committee shall be governed by the procedures set forth
in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09
and 7.01 and 7.02 as if the committee were the board of directors. Each
committee shall keep regular minutes of its meetings, which shall be reported to
the board of directors when required and submitted to the secretary of the
corporation for inclusion in the corporate records.

SECTION 3.11  Compensation.  Unless otherwise restricted by the certificate of
incorporation, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and each meeting of any
committee of the board of which he is a member and may be paid a fixed sum for
attendance at each such meeting or a stated salary or both a fixed sum and a
stated salary. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                    OFFICERS

SECTION 4.01  Number and Qualifications.  The officers of the corporation shall
consist of a chairman of the board, chief executive officer, a president, a
secretary and such other officers, including a vice-chairman or vice-chairmen of
the board, one or more vice-presidents, a treasurer and a controller, as may
from time to time be elected or appointed by the board. In addition, the board
of directors or the chairman of the board may elect or appoint such assistant
and other subordinate officers, including assistant vice-presidents, assistant
secretaries and assistant treasurers, as it or he shall deem necessary or
appropriate. Any number of offices may be held by the same person, except that
no person may simultaneously hold the offices of president and secretary.

SECTION 4.02  Election and Term of Office.  Except as provided in Sections 4.01
and 4.06, the officers of the corporation shall be elected by the board of
directors annually at the first meeting of the board held after each annual
meeting of the stockholders as provided in Section 3.06. If the election of
officers shall not be held as provided herein, such election shall be held as
soon thereafter as may be convenient. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until the
expiration of his term in office if elected or appointed for a specified period
of time or until his earlier death, resignation or removal.

SECTION 4.03  Compensation.  Officers shall receive such compensation for their
services as may be authorized or ratified by the board of directors and no
officer shall be prevented from receiving compensation by reason of the fact
that he is also a director of the corporation. Election or appointment as

                                       5
<PAGE>

an officer shall not of itself create a contract or other right to compensation
for services performed by such officer.

SECTION 4.04  Resignation.  Any officer may resign at any time, subject to any
rights or obligations under any existing contracts between the officer and the
corporation, by giving notice to the corporation in writing or by electronic
transmission. An officer's resignation shall take effect upon receipt or, if a
different time of effectiveness is specified therein, at the time stated
therein. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

SECTION 4.05  Removal.  Any officer may be removed at any time by the board of
directors, or, in the case of assistant and other subordinate officers, by the
president (whether or not such officer was appointed by the chief executive
officer), whenever in its or his judgment, as the case may be, the best
interests of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer shall not in itself create contract
rights.

SECTION 4.06  Vacancies.  A vacancy occurring in any office by death,
resignation, removal or otherwise may be filled by the board of directors, or,
if such office may be filled by the chairman of the board as provided in Section
4.01, by the chairman of the board, for the unexpired portion of the term.

SECTION 4.07  Authority and Duties.  The officers of the corporation shall have
the authority and shall exercise the powers and perform the duties specified
below and as may be additionally specified by the chairman of the board, the
board of directors or these bylaws (and in all cases where the duties of any
officer are not prescribed by the bylaws or the board of directors, such officer
shall follow the orders and instructions of the chairman of the board), except
that in any event each officer shall exercise such powers and perform such
duties as may be required by law:

     (a)  Chairman of the Board.  The chairman of the board, who shall be
     elected from among the directors, shall preside at all meetings of the
     corporation's stockholders and board of directors and perform such other
     duties as may be assigned to him from time to time by the board of
     directors.

     (b)  Chief Executive Officer.  The chief executive officer shall, subject
     to the direction and supervision of the board of directors, (i) have
     general and active control of the affairs of the corporation and general
     supervision of its officers, agents and employees; (ii) in the absence of
     the chairman of the board, preside at all meetings of the stockholders and
     the board of directors; (iii) see that all orders and resolutions of the
     board of directors are carried into effect; and (iv) perform all other
     duties incident to the office of chief executive officer and as from time
     to time may be assigned to him by the board if directors.

     (c)  President.  The president shall, subject to the direction and
     supervision of the board of directors, supervise the day to day operations
     of the company and perform all duties incident to the office of president
     and as from time to time may be assigned to him by the board of directors.
     At the request of the chief executive officer or in his absence or in the
     event of his inability or refusal to act, the president shall perform the
     duties of the chief executive officer, and when so acting shall have all
     the powers and be subject to all the restrictions of the chief executive
     officer.

     (d)  Chief Operating Officer.  The chief operating officer shall, subject
     to the direction and supervision of the board of directors, supervise the
     day to day operations of the corporation and perform all other duties
     incident to the office of chief operating officer as from time to time may
     be assigned to him by the chairman of the board, the board of directors or
     the chief executive officer. At the request of the president, or in his
     absence or inability or refusal to act, the chief operating officer shall
     perform the duties of the president, and when so acting shall have all the
     power of and be subject to all the restrictions upon the president.

     (e)  Chief Financial Officer.  The chief financial officer shall: (i) be
     the principal financial officer and treasurer of the corporation and have
     the care and custody of all funds, securities, evidences of indebtedness
     and other personal property of the corporation and deposit the same in
     accordance with

                                       6
<PAGE>

     the instructions of the board of directors; (ii) receive and give receipts
     and acquittances for moneys paid in on account of the corporation, and pay
     out of the funds on hand all bills, payrolls and other just debts of the
     corporation of whatever nature upon maturity; (iii) unless there is a
     controller, be the principal accounting officer of the corporation and as
     such prescribe and maintain the methods and systems of accounting to be
     followed, keep complete books and records of account, prepare and file all
     local, state and federal tax returns, prescribe and maintain an adequate
     system of internal audit and prepare and furnish to the chairman of the
     board and the board of directors statements of account showing the
     financial position of the corporation and the results of its operations;
     (iv) upon request of the board, make such reports to it as may be required
     at any time; and (v) perform all other duties incident to the office of
     chief financial officer and treasurer and such other duties as from time to
     time may be assigned to him by the board of directors or by the chief
     executive officer. Assistant treasurers, if any, shall have the same powers
     and duties, subject to the supervision by the chief financial officer. If
     there is no chief financial officer, these duties shall be performed by the
     secretary or chief executive officer or other person appointed by the board
     of directors.

     (f)  Vice-Presidents.  The vice-president, if any (or if there is more than
     one then each vice-president), shall assist the president and shall perform
     such duties as may be assigned to him by the president, the chairman of the
     board or the board of directors. Assistant vice presidents, if any, shall
     have such powers and perform such duties as may be assigned to them by the
     chairman of the board or by the board of directors.

     (g)  Secretary.  The secretary shall: (i) keep the minutes of the
     proceedings of the stockholders, the board of directors and any committees
     of the board; (ii) see that all notices are duly given in accordance with
     the provisions of these bylaws or as required by law; (iii) be custodian of
     the corporate records and of the seal of the corporation; (iv) keep at the
     corporation's registered office or principal place of business within or
     outside Delaware a record containing the names and addresses of all
     stockholders and the number and class of shares held by each, unless such a
     record shall be kept at the office of the corporation's transfer agent or
     registrar; (v) have general charge of the stock books of the corporation,
     unless the corporation has a transfer agent; and (vi) in general, perform
     all duties incident to the office of secretary and such other duties as
     from time to time may be assigned to him by the president, the chairman of
     the board or the board of directors. Assistant secretaries, if any, shall
     have the same duties and powers, subject to supervision by the secretary.

SECTION 4.08  Surety Bonds.  The board of directors may require any officer or
agent of the corporation to execute to the corporation a bond in such sums and
with such sureties as shall be satisfactory to the board, conditioned upon the
faithful performance of his duties and for the restoration to the corporation of
all books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.

                                   ARTICLE V

                                     STOCK

SECTION 5.01  Issuance of Shares.  The issuance or sale by the corporation of
any shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors, except
as otherwise may be provided by law or the certificate of incorporation. Every
issuance of shares shall be recorded on the books of the corporation maintained
for such purpose by or on behalf of the corporation.

SECTION 5.02  Transfer of Shares.  Upon presentation and surrender to the
corporation or to a transfer agent of the corporation of a certificate of stock
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, payment of all transfer taxes, if any, and the
satisfaction of any other requirements of law, including inquiry into and
discharge of any adverse claims of which the corporation has notice, the
corporation or the transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction on the
books maintained for such

                                       7
<PAGE>

purpose by or on behalf of the corporation. No transfer of shares shall be
effective until it has been entered on such books. The corporation or a transfer
agent of the corporation may require a signature guaranty or other reasonable
evidence that any signature is genuine and effective before making any transfer.
Transfers of uncertificated shares shall be made in accordance with applicable
provisions of law.

SECTION 5.03  Registered Holders.  The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

SECTION 5.04  Transfer Agents, Registrars and Paying Agents.  The board of
directors may at its discretion appoint one or more transfer agents, registrars
and agents for making payment upon any class of stock, bond, debenture or other
security of the corporation. Such agents and registrars may be located either
within or outside Delaware. They shall have such rights and duties and shall be
entitled to such compensation as may be agreed.

                                   ARTICLE VI

                                INDEMNIFICATION

SECTION 6.01  Directors and Officers.  The corporation shall indemnify its
directors and officers to the fullest extent not prohibited by the Delaware
General Corporation Law or any other applicable law; provided, however, that the
corporation may modify the extent of such indemnification by individual
contracts with its directors and officers; and, provided, further, that the
corporation shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such person unless
(i) such indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board of Directors of the corporation, (iii)
such indemnification is provided by the corporation, in its sole discretion,
pursuant to the powers vested in the corporation under the Delaware General
Corporation Law or any other applicable law or (iv) such indemnification is
required to be made under Section 6.04.

SECTION 6.02  Employees and Other Agents.  The corporation shall have power to
indemnify its employees and other agents as set forth in the Delaware General
Corporation Law or any other applicable law. The Board of Directors shall have
the power to delegate the determination of whether indemnification shall be
given to any such person to such officers or other persons as the Board of
Directors shall determine.

SECTION 6.03  Expenses.

     (a)  The corporation shall advance to any person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was a director or
     officer of the corporation, or is or was serving at the request of the
     corporation as a director or officer of another corporation, partnership,
     joint venture, trust or other enterprise, prior to the final disposition of
     the proceeding, promptly following request therefor, all expenses incurred
     by any director or officer in connection with such proceeding upon receipt
     of an undertaking by or on behalf of such person to repay said amounts if
     it should be determined ultimately that such person is not entitled to be
     indemnified under this Article VI or otherwise.

     (b)  Notwithstanding the foregoing, unless otherwise determined pursuant to
     Section 6.05, no advance shall be made by the corporation to an officer of
     the corporation (except by reason of the fact that such officer is or was a
     director of the corporation, in which event this paragraph shall not apply)
     in any action, suit or proceeding, whether civil, criminal, administrative
     or investigative, if a determination is reasonably and promptly made (i) by
     the Board of Directors by a majority vote of a

                                       8
<PAGE>

     quorum consisting of directors who were not parties to the proceeding, or
     (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of
     disinterested directors so directs, by independent legal counsel in a
     written opinion, that the facts known to the decision-making party at the
     time such determination is made demonstrate clearly and convincingly that
     such person acted in bad faith or in a manner that such person did not
     believe to be in or not opposed to the best interests of the corporation.

SECTION 6.04  Enforcement.  Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and officers
under this Article VI shall be deemed to be contractual rights and be effective
to the same extent and as if provided for in a contract between the corporation
and the director or officer. Any right to indemnification or advances granted by
this Article VI to a director or officer shall be enforceable by or on behalf of
the person holding such right in any court of competent jurisdiction if (i) the
claim for indemnification or advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days of request therefor.
The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. In
connection with any claim for indemnification, the corporation shall be entitled
to raise as a defense to any such action that the claimant has not met the
standards of conduct that make it permissible under the Delaware General
Corporation Law or any other applicable law for the corporation to indemnify the
claimant for the amount claimed. In connection with any claim by an officer of
the corporation (except in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
officer is or was a director of the corporation) for advances, the corporation
shall be entitled to raise a defense as to any such action clear and convincing
evidence that such person acted in bad faith or in a manner that such person did
not believe to be in or not opposed to the best interests of the corporation, or
with respect to any criminal action or proceeding that such person acted without
reasonable cause to believe that his conduct was lawful. Neither the failure of
the corporation (including its Board of Directors, independent legal counsel or
its stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the Delaware
General Corporation Law or any other applicable law, nor an actual determination
by the corporation (including its Board of Directors, independent legal counsel
or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
has not met the applicable standard of conduct. In any suit brought by a
director or officer to enforce a right to indemnification or to an advancement
of expenses hereunder, the burden of proving that the director or officer is not
entitled to be indemnified, or to such advancement of expenses, under this
Article VI or otherwise shall be on the corporation.

SECTION 6.05  Non-Exclusivity of Rights.  The rights conferred on any person by
this Article VI shall not be exclusive of any other right which such person may
have or hereafter acquire under any applicable statute, provision of the
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the Delaware General
Corporation Law or any other applicable law.

SECTION 6.06  Survival of Rights.  The rights conferred on any person by this
Article VI shall continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION 6.07  Insurance.  To the fullest extent permitted by the Delaware
General Corporation Law, or any other applicable law, the corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this Article VI.

SECTION 6.08  Amendments.  Any repeal or modification of this Article VI shall
only be prospective and shall not affect the rights under this Article VI in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.

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<PAGE>

SECTION 6.09  Severability.  If this Article VI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and officer to the full
extent not prohibited by any applicable portion of this Article VI that shall
not have been invalidated, or by any other applicable law. If this Article VI
shall be invalid due to the application of the indemnification provisions of
another jurisdiction, then the corporation shall indemnify each director and
officer to the full extent under applicable law.

SECTION 6.10  Certain Definitions.  For the purposes of this Article VI, the
following definitions shall apply:

     (a)  The term "proceeding" shall be broadly construed and shall include,
     without limitation, the investigation, preparation, prosecution, defense,
     settlement, arbitration and appeal of, and the giving of testimony in, any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative.

     (b)  The term "expenses" shall be broadly construed and shall include,
     without limitation, court costs, attorneys' fees, witness fees, fines,
     amounts paid in settlement or judgment and any other costs and expenses of
     any nature or kind incurred in connection with any proceeding.

     (c)  The term "corporation" shall include, in addition to the resulting
     corporation, any constituent corporation (including any constituent of a
     constituent) absorbed in a consolidation or merger which, if its separate
     existence had continued, would have had power and authority to indemnify
     its directors, officers, and employees or agents, so that any person who is
     or was a director, officer, employee or agent of such constituent
     corporation, or is or was serving at the request of such constituent
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, shall
     stand in the same position under the provisions of this Article VI with
     respect to the resulting or surviving corporation as he would have with
     respect to such constituent corporation if its separate existence had
     continued.

     (d)  References to a "director," "executive officer," "officer,"
     "employee," or "agent" of the corporation shall include, without
     limitation, situations where such person is serving at the request of the
     corporation as, respectively, a director, executive officer, officer,
     employee, trustee or agent of another corporation, partnership, joint
     venture, trust or other enterprise.

     (e)  References to "other enterprises" shall include employee benefit
     plans; references to "fines" shall include any excise taxes assessed on a
     person with respect to an employee benefit plan; and references to "serving
     at the request of the corporation" shall include any service as a director,
     officer, employee or agent of the corporation which imposes duties on, or
     involves services by, such director, officer, employee, or agent with
     respect to an employee benefit plan, its participants, or beneficiaries;
     and a person who acted in good faith and in a manner he reasonably believed
     to be in the interest of the participants and beneficiaries of an employee
     benefit plan shall be deemed to have acted in a manner "not opposed to the
     best interests of the corporation" as referred to in this Article VI.

                                  ARTICLE VII

                                 MISCELLANEOUS

SECTION 7.01  Waivers of Notice.  Whenever notice is required to be given by
law, by the certificate of incorporation or by these bylaws, a written waiver
thereof, signed by the person entitled to said notice or a waiver by electronic
transmission by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting or (in the case of a stockholder) by proxy shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting need be specified in any written waiver of notice or waiver of notice by
electronic transmission unless required by these bylaws to be included in the
notice of such meeting.

                                       10
<PAGE>

SECTION 7.02  Presumption of Assent.  A director or stockholder of the
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director or stockholder who voted in
favor of such action.

SECTION 7.03  Voting of Securities by the Corporation.  Unless otherwise
provided by resolution of the board of directors, on behalf of the corporation
the chairman of the board, chief executive officer, president, secretary,
treasurer or any vice-president shall attend in person or by substitute
appointed by him, or shall execute written instruments appointing a proxy or
proxies to represent the corporation at, all meetings of the stockholders of any
other corporation, association or other entity in which the corporation holds
any stock or other securities, and may execute written waivers of notice with
respect to any such meetings. At all such meetings and otherwise, the chairman
of the board, chief executive officer, president, secretary, treasurer or any
vice-president, in person or by substitute or proxy as aforesaid, may vote the
stock or other securities so held by the corporation and may execute written
consents and any other instruments with respect to such stock or securities and
may exercise any and all rights and powers incident to the ownership of said
stock or securities, subject, however, to the instructions, if any, of the board
of directors.

SECTION 7.04  Seal.  The corporate seal of the corporation shall be in such form
as adopted by the board of directors, and any officer of the corporation may,
when and as required, affix or impress the seal, or a facsimile thereof, to or
on any instrument or document of the corporation.

SECTION 7.05  Fiscal Year.  The fiscal year of the corporation shall be as
established by the board of directors.

SECTION 7.06  Amendments.  These bylaws may be amended or repealed only in the
manner set forth in the certificate of incorporation.

                                       11
<PAGE>



                                                                  EXHIBIT 6.1(b)

                              UNITEDGLOBALCOM, INC.
                           CERTIFICATE OF DESIGNATION

                                ESTABLISHING THE

             VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS,
                      RESTRICTIONS, AND RELATIVE RIGHTS OF

                      SERIES E CONVERTIBLE PREFERRED STOCK

                                   ----------


                         PURSUANT TO SECTION 151 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

                                   ----------


                  UNITEDGLOBALCOM, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Issuer"), does
hereby certify that (i) pursuant to authority conferred upon the Board of
Directors of the Issuer by its Second Restated Certificate of Incorporation, as
amended to date, and pursuant to the provisions of Section 151 of the Delaware
General Corporation Law (the "DGCL"), the Board of Directors of the Issuer has
authorized the creation and issuance of shares of the Issuer's Series E
Convertible Preferred Stock (the "Series E Preferred Stock") and appointed a
committee to fix the designations, preferences and rights of such Series E
Preferred Stock and (ii) the following resolution fixing the designations,
preferences and rights of such Series E Preferred Stock was duly adopted by such
committee of the Board of Directors of the Issuer on ____________, 2002, which
resolution remains in full force and effect. Certain capitalized terms used
herein are defined in Section 7.

                  RESOLVED, that pursuant to the authority expressly granted to
                  and vested in the Board of Directors of the Issuer by the
                  provisions of its Second Restated Certificate of Incorporation
                  as amended from time to time (the "Certificate of
                  Incorporation"), and pursuant to Section 151(g) of the General
                  Corporation Laws of the State of


                                       1
<PAGE>

                  Delaware, from the 3,000,000 shares of Preferred Stock, $0.01
                  par value per share, of the Issuer authorized to be issued
                  pursuant to the Certificate of Incorporation (the "Preferred
                  Stock"), there shall be a series of Preferred Stock designated
                  the Series E Convertible Preferred Stock, having the number of
                  shares and, to the extent that the designations, powers,
                  preferences and relative and other special rights and the
                  qualifications, limitations and restrictions of such Preferred
                  Stock are not stated and expressed in the Certificate of
                  Incorporation, the powers, preferences and relative and other
                  special rights and the qualifications, limitations and
                  restrictions thereof, as follows:

1.       Designation and Number of Shares

                  1.1 The series of Preferred Stock will be known as the Series
E Convertible Preferred Stock.

                  1.2 The Series E Preferred Stock will consist of 1,500 shares
of the authorized but unissued shares of Preferred Stock of the Issuer.

2.       Dividends, Distributions, Subdivisions, Combinations and
         Reclassifications

                  2.1 Holders of Series E Preferred Stock will not be entitled
to receive any dividends or distributions with respect to shares of Series E
Preferred Stock except as set forth in Section 5 hereof.

                  2.2 The Issuer may not make or pay any distribution or
dividend in shares of Series E Preferred Stock, and may not effect any
subdivision, combination or reclassification of shares of Series E Preferred
Stock.

3.       Ranking

                  3.1 The Series E Preferred Stock will, with respect to
distributions upon the liquidation, winding up or dissolution of the Issuer,
rank:

                           (a) senior to (i) all classes of Common Stock and
(ii) each series of Preferred Stock that is established after the date of this
Certificate of Designation, the terms of which do not expressly provide that
such series will rank senior to or on a parity with the Series E Preferred Stock
as to distributions upon the liquidation, winding up or dissolution of the
Issuer (collectively, with the Common Stock, referred to as the "Junior
Securities");

                           (b) on a parity with each series of Preferred Stock
issued that is established after the date of this Certificate of Designation,
the terms of which expressly provide that such series will rank on a parity with
the Series E Preferred Stock as to distributions upon the liquidation, winding
up or dissolution of the Issuer (collectively referred to as "Parity
Securities"); and



                                       2
<PAGE>

                           (c) junior to (i) each series of Preferred Stock that
is authorized as of the date hereof and (ii) each series of Preferred Stock that
is established after the date of this Certificate of Designation, the terms of
which expressly provide that such series will rank senior to the Series E
Preferred Stock as to distributions upon liquidation, winding up or dissolution
of the Issuer (collectively referred to as "Senior Securities").

4.       Conversion

                  4.1 If the Merger Agreement is terminated, then, following
such termination, each share of Series E Preferred Stock shall automatically
convert into [__________] shares of Class A Stock (as adjusted from time to time
to appropriately reflect the effect of any stock splits, reverse splits, stock
dividends, combinations and other similar events affecting the shares of Class A
Stock and occurring after the date of issuance of the Series E Preferred
Stock).(1)

                  4.2 On the effective date of the conversion of the Series E
Preferred Stock pursuant to Section 4.1, all rights with respect to the shares
of Series E Preferred Stock so converted, including the rights, if any, to
receive notices, will terminate, except the rights of Holders thereof to (1)
receive certificates for the number of shares of Class A Stock into which such
shares of Series E Preferred Stock have been converted; and (2) exercise the
rights to which they are entitled as Holders of Class A Stock.

                  4.3 The Issuer shall at all times reserve and keep available
for issuance upon the conversion of the Series E Preferred Stock, free from
preemptive rights, such number of its authorized but unissued shares of Class A
Stock as will from time to time be sufficient to permit the conversion of all
outstanding shares of Series E Preferred Stock, and shall take all action
required to increase the authorized number of shares of each class of Class A
Stock if at any time there shall be insufficient authorized unissued shares of
Class A Stock to permit such reservation or to permit the conversion of all
outstanding shares of Series E Preferred Stock.

                  4.4 If any shares of Class A Stock that would be issuable upon
conversion pursuant to this Section 4 require registration with or approval of
any Governmental Authority before such shares may be issued upon conversion, the
Issuer will as expeditiously as possible cause such shares to be duly registered
or approved, as the case may be. The Issuer will use commercially reasonable
efforts to list the shares of Class A Stock required to be delivered upon
conversion of shares of Series E Preferred Stock prior to such delivery upon the
principal national securities exchange or association, if any, upon which the
outstanding Class A Stock is listed at the time of such delivery.



--------
(1) Each share of Series E Preferred Stock will convert pursuant to this
provision into a number of shares of United Class A Stock equal to 1/1,500th of
the result (rounded down to the nearest share) of (A) the quotient of X divided
by Y minus (B) X. For purposes of the foregoing, "X" shall be equal to the
aggregate number of shares of United Class A Stock and United Class B Stock
outstanding immediately prior to the Closing and "Y" shall be equal to
0.995049505.





                                       3
<PAGE>

                  4.5 The issuance or delivery of certificates evidencing shares
of Class A Stock upon the conversion of shares of Series E Preferred Stock shall
be made without charge to the Holder of shares of Series E Preferred Stock for
such certificates or for any tax in respect of the issuance or delivery of such
certificates or the securities represented thereby, and such certificates shall
be issued or delivered in the respective names of the Holders of the shares of
Series E Preferred Stock so converted. Certificates for shares of Series E
Preferred Stock shall bear such legends as the Issuer shall from time to time
reasonably deem appropriate.

                  4.6 No fractional shares of Class A Stock or securities
representing fractional shares of Class A Stock will be issued upon conversion
of the Series E Preferred Stock. If more than one share of Series E Preferred
Stock is held by a particular Holder at the time of such conversion, the number
of full shares of Class A Stock that shall be issuable upon conversion thereof
shall be computed on the basis of the aggregate number of shares of Series E
Preferred Stock held by such Holder. Any fractional shares of Class A Stock
shall instead be rounded down to the nearest whole share if such fraction is
less than 0.5 and rounded up to the nearest whole share if such fraction is
equal to or greater than 0.5 and the Issuer shall issue upon such conversion the
appropriate number of full shares of Class A Stock.

                  4.7 Each share of Class A Stock delivered to a Holder as a
result of the conversion of any shares of Series E Preferred Stock pursuant to
this Section 4 shall be accompanied by any rights associated generally with each
other share of Class A Stock outstanding as of the effective date of the
conversion.

5.       Liquidation Preference

                  5.1 Upon any voluntary or involuntary liquidation, dissolution
or winding up of the Issuer, a Holder of a share of Series E Preferred Stock
will be entitled to be paid, out of assets of the Issuer available for
distribution, the Liquidation Preference of such share, and no other amount with
respect to such share, before any distribution is made on any Junior Securities.

                  5.2 If, upon any voluntary liquidation, dissolution or winding
up of the Issuer, the amounts payable with respect to the Liquidation Preference
of the Series E Preferred Stock and the liquidation preferences of all other
Parity Securities are not paid in full, the Holders of the Series E Preferred
Stock and the Parity Securities will share pro rata in proportion to the full
distribution to which each would otherwise be entitled in such liquidation,
dissolution or winding up.

                  5.3 Neither the sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property or business of the Issuer (other than in
connection with the winding up of its business), nor the merger (including
without limitation the New United/Old United Merger) or consolidation of the
Issuer with or into any other Person, will be deemed to be a dissolution,
liquidation, or winding up, voluntary or involuntary, of the Issuer.

6.       No Voting Rights

                  6.1 Holders of the Series E Preferred Stock have no voting
rights except as required by law.



                                       4
<PAGE>

                  6.2 To the fullest extent permitted by law and the Certificate
of Incorporation of the Issuer, any action that may be taken by a vote of the
Series E Preferred Stock voting as a separate class may be taken without a
meeting, without prior notice and without a vote if a consent or consents in
writing, setting forth the action so taken, shall be signed by the Holders of
outstanding shares of Series E Preferred Stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares of Series E Preferred Stock entitled to vote thereon
were present and voted and shall be delivered to the Issuer by delivery to its
registered office in the State of Delaware, the Issuer's principal place of
business, or an officer or agent of the Issuer having custody of the books in
which proceedings of meetings of stockholders are recorded.

7.       Certain Definitions

         Set forth below are certain defined terms used in this Certificate of
Designation.

                  7.1 "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement of or
otherwise.

                  7.2 "Business Day" means any day other than a Legal Holiday.

                  7.3 "Capital Stock" means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock or partnership or membership interests, whether common or preferred.

                  7.4 "Class A Stock" means the Class A Common Stock, par value
$.01 per share, of the Issuer and any securities, cash or property into which
the Class A Common Stock may be changed or for which the Class A Common Stock
may be exchanged.

                  7.5 "Class B Stock" means the Class B Common Stock, par value
$.01 per share, of the Issuer and any securities, cash or property into which
the Class B Common Stock may be changed or for which the Class B Common Stock
may be exchanged.

                  7.6 "Common Stock" means the Class A Stock and Class B Stock
and each such class.

                  7.7 "Control" and derivative terms mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of another Person, whether through the ownership of
voting securities, by contract or otherwise.

                  7.8 "Holder" means a Person in whose name shares of Capital
Stock are registered.



                                       5
<PAGE>

                  7.9 "Issuer" means UnitedGlobalCom, Inc., a Delaware
corporation and any successor thereto by merger, consolidation, transfer of all
or substantially all its assets or otherwise.

                  7.10 "Junior Securities" is as defined in Section 3.1.

                  7.11 "Legal Holiday" means a Saturday, a Sunday or a day on
which banking institutions in New York, New York, Denver, Colorado or at a place
payment is to be received or shares delivered on conversion are authorized by
law, regulation or executive order to remain closed.

                  7.12 "Liquidation Preference" means [$_______] per share of
Series E Preferred Stock.

                  7.13 "Merger Agreement" means the Amended and Restated
Agreement and Plan of Restructuring and Merger, dated as of December 31, 2001,
among the Issuer, New UnitedGlobalCom, Inc., United/New United Merger Sub, Inc.,
Liberty Media Corporation, Liberty Media International, Inc., Liberty Global,
Inc., and the Persons indicated as "Founders" on the signature pages thereto.

                  7.14 "New United/Old United Merger" means the merger of
United/New United Merger Sub, Inc. with and into the Issuer, with the Issuer as
the surviving entity in such merger, as contemplated by the Merger Agreement.

                  7.15 "Parity Securities" is as defined in Section 3.1.

                  7.16 "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock issuer,
interest, trust or unincorporated organization (including any subdivision or
ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

                  7.17 "Preferred Stock" means the Preferred Stock, par value
$.01 per share, of the Issuer.

                  7.18 The "Registrar" shall be as established pursuant to
Section 8 hereof.

                  7.19 "Senior Securities" is as defined in Section 3.1.

                  7.20 "Series E Preferred Stock" means the Series E Preferred
Stock authorized by this Certificate of Designation.

                  7.21 "Subscription Agreements" means the UnitedGlobalCom, Inc.
Series E Convertible Preferred Stock Subscription Agreements, dated as of
[________], 2002, among the Issuer, on the one hand, and [________________], on
the other hand, relating to the purchase and sale of an aggregate of 1,500
shares of Series E Preferred Stock.



                                       6
<PAGE>

8.       Registrar

                  8.1 The Issuer shall maintain an office or agency where shares
of Series E Preferred Stock may be presented for transfer (the "Registrar"). The
Issuer may appoint the Registrar in such location as it shall determine.
Notwithstanding the foregoing, the Issuer may act as the Registrar. The initial
Registrar for the Series E Preferred Stock shall be the Issuer.

9.       Transfer of Shares; Replacement of Shares

                  9.1 No transfer of shares of Series E Preferred Stock shall be
effected unless such transfer complies with the terms of the Subscription
Agreement. Any transfer of shares of Series E Preferred Stock shall be effected
by delivery to the Registrar (or, if no Registrar is appointed, the Issuer) of
the certificate or certificates evidencing such shares of Series E Preferred
Stock (or an affidavit as to the loss, theft or destruction thereof) and a duly
executed assignment substantially in the form attached hereto as Exhibit A.

                  9.2 The Issuer shall issue a new certificate representing
shares of Series E Preferred Stock in place of any such certificate theretofore
issued by it that has been lost, stolen or destroyed upon the delivery of an
affidavit executed by the Holder of the shares of Series E Preferred Stock
represented by such lost, stolen or destroyed certificate, or such Holder's
legal representative, to such effect. The Issuer shall not require the posting
of any bond in connection with the issuance of such replacement certificate.

10.      Other Provisions

                  10.1 All notices, requests or demands under this Certificate
of Designation will be in writing and will be deemed to have been duly given or
delivered (a) when personally delivered, (b) when delivered by facsimile
transmission upon telephone confirmation of the receipt thereof, or (c) one
Business Day after being given to an express courier with a reliable system for
tracking delivery, postage prepaid, and addressed (x) if to the Issuer, to:
UnitedGlobalCom, Inc., 4643 South Ulster Street, Suite 1300, Denver, Colorado
80237, Attn: General Counsel, or to such other address provided by the Issuer by
notice to each Holder of Series E Preferred Stock, (y) if to the Registrar, to
the Issuer at the address indicated above and (z) if to a Holder of Series E
Preferred Stock, to such address indicated for such Holder on the stock transfer
books of the Issuer at the time such notice is sent. With respect to any notice
to a Holder of shares of the Series E Preferred Stock required to be provided
hereunder, neither failure to mail such notice, nor any defect therein or in the
mailing thereof, to any particular Holder shall affect the sufficiency of the
notice or the validity of the proceedings referred to in such notice with
respect to the other Holders of Series E Preferred Stock or affect the legality
or validity of any distribution, reclassification, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up, or the vote upon
any such action.

                  10.2 If the date upon which any share delivery, payment,
notice or other action is, by the terms of this Certificate of Designation,
required to be made or taken is not a Business Day, such share delivery, payment
or other action shall instead be made or taken on the next succeeding Business
Day.



                                       7
<PAGE>

                  10.3 Shares of Series E Preferred Stock issued and reacquired
will be retired and canceled promptly after reacquisition thereof and, upon
compliance with the applicable requirements of Delaware law, have the status of
authorized but unissued shares of Preferred Stock of the Issuer undesignated as
to series and may with any and all other authorized but unissued shares of
Preferred Stock of the Issuer be designated or redesignated and issued or
reissued, as the case may be, as part of any series of Preferred Stock of the
Issuer other than Series E Preferred Stock.

                  10.4 Fractional shares of Series E Preferred Stock may not be
issued.

                  10.5 Any Holder of shares of Series E Preferred Stock may
proceed to protect and enforce its rights by any available remedy by proceeding
at law or in equity to protect and enforce any such rights, whether for the
specific enforcement of any provision in this Certificate of Designation or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.

                  10.6 The shares of Series E Preferred Stock shall not be
subject to redemption.







                                       8
<PAGE>








                  IN WITNESS WHEREOF, UnitedGlobalCom, Inc. caused this
Certificate of Designation to be signed this ____ day of _____________, 2002.


                                                 UNITEDGLOBALCOM, INC.


                                                 By:
                                                     --------------------------
                                                 Name:
                                                 Title:




<PAGE>




                                                                       EXHIBIT A

                               FORM OF ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned assigns and transfers
[__________] shares of the Series E Convertible Preferred Stock, $.01 par value
per share ("Series E Preferred Stock"), of UnitedGlobalCom, Inc., evidenced by
the attached certificate or certificates (or evidenced by a certificate or
certificates that have been lost, stolen or destroyed, as stated in the attached
affidavit) and standing in the undersigned's name on the stock transfer books of
the Issuer, to:

                                [Assignee's Name]

            [Assignee's social security or tax identification number]

                        [Assignee's address and zip code]

and irrevocably appoints [__________________] as agent to transfer such shares
of Series E Preferred Stock on the stock transfer books of the Issuer. Such
agent may appoint another to act on his or her behalf.



Date:                                      Signature*:
     ---------------------------                       -------------------------

*Sign exactly as the shares of Series E Preferred Stock are registered on the
stock transfer books of the Issuer.

Signature Guarantee**:
                      -------------------------------------------

**Signature must be guaranteed by an "eligible guarantee institution" (i.e., a
bank, stockbroker, savings and loan association or credit union) meeting the
requirements of the Registrar (as defined in the Certificate of Designation
designating the Series E Preferred Stock), which requirements include membership
or participation in the Securities Transfer Agents Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


<PAGE>
                                                                EXHIBIT 6.2(a)-1

                          CERTIFICATE OF INCORPORATION
                                       OF
                       UNITED/NEW UNITED MERGER SUB, INC.

                  The undersigned hereby establishes a corporation pursuant to
the Delaware General Corporation Law, and for such purpose hereby certifies as
follows:

                  FIRST. The name of the corporation is United/New United Merger
Sub, Inc.

                  SECOND. The address of its registered office in the State of
Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle
19801. The name of its registered agent at such address is The Corporation Trust
Company.

                  THIRD. The nature of the business or purposes to be conducted
or promoted is to engage in any lawful act or activities for which corporations
may be organized under the Delaware General Corporation Law.

                  FOURTH. (a) The aggregate number of shares that the
corporation shall have authority to issue is 3,030 shares of common stock, each
having a par value of $.01, divided into 15 shares of Class A common stock, 15
shares of Class B common stock and 3,000 shares of Class C common stock. The
rights and privileges of each class of common stock shall be identical in all
respects.

                          (b) Cumulative voting shall not be allowed in the
election of directors or for any other purpose.

                          (c) No stockholder of the corporation shall have any
preemptive or similar right to subscribe for any additional shares of stock, or
for other securities of any class, or for rights, warrants or options to
purchase stock or for scrip, or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.



<PAGE>

                  FIFTH. The name and mailing address of the incorporator is:

                            Stephen E. Brilz
                            1700 Lincoln, Suite 4100
                            Denver, Colorado 80203

                  SIXTH. The name and mailing address of the person who is to
serve as the initial director until the first annual meeting of stockholders or
until his successor is elected and has qualified is:

<Table>
<Caption>
               Name                                 Mailing Address
               ----                                 ---------------
<S>                                        <C>
        Gene W. Schneider                  4643 South Ulster Street, Suite 1300
                                           Denver, Colorado 80237
</Table>

                  SEVENTH. To the fullest extent permitted by the Delaware
General Corporation Law, as the same exists or may hereafter be amended, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this Article by the stockholders of the
corporation shall be prospective only and shall not adversely affect any right
or protection of a director of the corporation existing at the time of such
repeal or modification.

                  EIGHTH. Elections of directors need not be by written ballot
unless the bylaws of the corporation so provide.

                  NINTH. The board of directors of the corporation is expressly
authorized to make, alter or repeal the bylaws of the corporation.

                  TENTH. The Corporation hereby elects not to be governed by
Section 203 of the General Corporation Law of the State of Delaware.

                  Dated this 29th day of November, 2001.

                                       /s/ STEPHEN E. BRILZ
                                       -----------------------------------------
                                       Stephen E. Brilz - Incorporator
                                       Holme Roberts & Owen LLP
                                       1700 Lincoln Street, Suite 4100
                                       Denver, Colorado 80203-4541
                                       303-861-7000


                   [NO NOTARIZATION OR VERIFICATION REQUIRED]
<PAGE>
                                                                EXHIBIT 6.2(a)-2






                                     BYLAWS

                                       OF

                       UNITED/NEW UNITED MERGER SUB, INC.



                            Adopted November 30, 2001



<PAGE>




                                 INDEX TO BYLAWS
                                       OF
                       UNITED/NEW UNITED MERGER SUB, INC.

<Table>
<Caption>
Section                                                                   Page
-------                                                                   ----
<S>              <C>                                                      <C>

ARTICLE I        Offices

Section 1.01     Business Offices............................................1
Section 1.02     Registered Office...........................................1

ARTICLE II       Stockholders

Section 2.01     Annual Meeting..............................................1
Section 2.02     Special Meetings............................................1
Section 2.03     Place of Meeting............................................1
Section 2.04     Notice of Meetings..........................................1
Section 2.05     Fixing Date for Determination of Stockholders of Record.....2
Section 2.06     Voting List.................................................2
Section 2.07     Proxies.....................................................3
Section 2.08     Quorum and Manner of Acting.................................3
Section 2.09     Action Without a Meeting....................................3

ARTICLE III      Board of Directors

Section 3.01     General Powers..............................................4
Section 3.02     Number, Tenure and Qualifications...........................4
Section 3.03     Resignation.................................................4
Section 3.04     Regular Meetings............................................4
Section 3.05     Special Meetings............................................4
Section 3.06     Meetings by Telephone.......................................5
Section 3.07     Notice of Meetings..........................................5
Section 3.08     Quorum and Manner of Acting.................................5
Section 3.09     Action Without a Meeting....................................5
Section 3.10     Executive and Other Committees..............................5
Section 3.11     Compensation................................................6

ARTICLE IV       Officers

Section 4.01     Number and Qualifications...................................6
Section 4.02     Election and Term of Office.................................6
Section 4.03     Compensation................................................6
Section 4.04     Resignation.................................................7
Section 4.05     Removal.....................................................7
Section 4.06     Vacancies...................................................7
</Table>

                                       i
<PAGE>

<Table>
<Caption>
Section                                                                   Page
-------                                                                   ----
<S>              <C>                                                      <C>

Section 4.07     Authority and Duties........................................7
Section 4.08     Surety Bonds................................................8

ARTICLE V        Stock

Section 5.01     Issuance of Shares..........................................9
Section 5.02     Transfer of Shares..........................................9
Section 5.03     Registered Holders..........................................9
Section 5.04     Transfer Agents, Registrars and Paying Agents...............9

ARTICLE VI       Indemnification

Section 6.01     Directors and Officers......................................9
Section 6.02     Employees and Other Agents.................................10
Section 6.03     Expenses...................................................10
Section 6.04     Enforcement................................................10
Section 6.05     Non-Exclusivity of Rights..................................11
Section 6.06     Survival of Rights.........................................11
Section 6.07     Insurance..................................................11
Section 6.08     Amendments.................................................11
Section 6.09     Severability...............................................11
Section 6.10     Certain Definitions........................................11

ARTICLE VII      Miscellaneous

Section 7.01     Waivers of Notice..........................................12
Section 7.02     Presumption of Assent......................................12
Section 7.03     Voting of Securities by the Corporation....................13
Section 7.04     Seal.......................................................13
Section 7.05     Fiscal Year................................................13
Section 7.06     Amendments.................................................13
</Table>

                                       ii
<PAGE>


                                     BYLAWS

                                       OF

                       UNITED/NEW UNITED MERGER SUB, INC.



                                    ARTICLE I

                                     Offices

         Section 1.01 Business Offices. The corporation may have such offices,
either within or outside Delaware, as the board of directors may from time to
time determine or as the business of the corporation may require.

         Section 1.02 Registered Office. The registered office of the
corporation required by the Delaware General Corporation Law to be maintained in
Delaware shall be as set forth in the certificate of incorporation, unless
changed as provided by law.


                                   ARTICLE II

                                  Stockholders

         Section 2.01 Annual Meeting. An annual meeting of the stockholders
shall be held on such date as may be determined by the board of directors, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday, such meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day designated herein for
any annual meeting of the stockholders, or at any adjournment thereof, the board
of directors shall cause the election to be held at a meeting of the
stockholders as soon thereafter as conveniently may be. Failure to hold an
annual meeting as required by these bylaws shall not invalidate any action taken
by the board of directors or officers of the corporation.

         Section 2.02 Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called only by the Chairman of the board of directors or by the board of
directors pursuant to a resolution approved by the affirmative vote of a
majority of directors then in office. Such request shall state the purpose or
purposes of the proposed meeting.

         Section 2.03 Place of Meeting. Each meeting of the stockholders shall
be held at such place, either within or outside Delaware, as may be designated
in the notice of meeting, or, if no place is designated in the notice, at the
principal office of the corporation.

         Section 2.04 Notice of Meetings. Except as otherwise required by law,
notice in writing or by electronic transmission of each meeting of the
stockholders stating the place, day and hour of the meeting, the means of remote
communications, if any, by which stockholders and proxy holders may


                                       1
<PAGE>


be deemed to be present in person and vote at such meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given, either personally (including delivery by private courier) or by first
class, certified or registered mail, or by electronic transmission, to each
stockholder of record entitled to notice of such meeting, not less than ten nor
more than 60 days before the date of the meeting. Such notice shall be deemed to
be given, if personally delivered, when delivered to the stockholder, and, if
mailed, when deposited in the United States mail, postage prepaid, directed to
the stockholder at his address as it appears on the records of the corporation,
and if by electronic transmission, when posted on an electronic network or
directed to the stockholder at an electronic mail address at which the
stockholder has consented to receive notice. If notice of two consecutive annual
meetings and all notices of meetings or the taking of action by written consent
without a meeting to any stockholder during the period between such two
consecutive annual meetings, or all, and at least two, payments (if sent by
first class mail) of dividends or interest on securities during a 12-month
period, have been mailed or directed addressed to such person at his address as
shown on the records of the corporation and have been returned undeliverable,
the giving of such notice to such person shall not be required until another
address for such person is delivered to the corporation. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business that might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting in
accordance with the foregoing provisions of this Section 2.04.

         Section 2.05 Fixing Date for Determination of Stockholders of Record.
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for any other lawful action, the board of directors may fix, in
advance, a date as the record date for any such determination of stockholders,
which date shall be not more than 60 nor less than ten days before the date of
such meeting, and not more than 60 days prior to any other action. If no record
date is fixed then the record date shall be, for determining stockholders
entitled to notice of or to vote at a meeting of stockholders, the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, the close of business on the day next preceding the day on
which the meeting is held, or, for determining stockholders for any other
purpose, the close of business on the day on which the board of directors adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting. Notwithstanding the foregoing
provisions of this Section 2.05, the record date for determining stockholders
entitled to take, or receive notice of, corporate action in writing without a
meeting as provided in Section 2.11 shall be determined as provided in such
Section.

         Section 2.06 Voting List. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Nothing contained in this Section 2.06 shall require the corporation to include
electronic mail addresses or other electronic contact information on such list.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, for a period of at


                                       2
<PAGE>

least ten days prior to the meeting, either (a) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (b) during ordinary
business hours, at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. In the event that the
corporation determines to make the list available on an electronic network, the
corporation may take reasonable steps to ensure that such information is
available only to stockholders of the corporation. If the meeting is to be held
at a place, the list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

         Section 2.07 Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

         Section 2.08 Quorum and Manner of Acting. At all meetings of
stockholders, a majority of the combined voting power of the outstanding shares
of the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum. If a quorum is present, the affirmative vote of a majority
of the shares represented at a meeting at which a quorum is present and entitled
to vote on the subject matter shall be the act of the stockholders, unless the
vote of a greater proportion or number or voting by classes is otherwise
required by law, the certificate of incorporation or these bylaws. In the
absence of a quorum, a majority of the shares so represented may adjourn the
meeting from time to time in accordance with Section 2.04, until a quorum shall
be present or represented.

         Section 2.09 Action Without a Meeting.

            (a) Written Consent. Unless otherwise provided in the certificate of
incorporation, any action required or permitted to be taken at any meeting of
the stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
(which consent may be signed in counterparts). Every written consent shall bear
the date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the earliest dated consent delivered to the
corporation in the manner required by the Delaware General Corporation Law,
written consents signed by a sufficient number of stockholders to take the
action are delivered to the corporation in the manner required by the Delaware
General Corporation Law.

            (b) Determination of Stockholders Entitled to Act By Consent. For
purposes of determining stockholders entitled to consent to corporate action in
writing without a meeting, the board of directors may fix, in advance, a date as
the record date for any such determination of stockholders, which date shall be
not more than ten days after the date upon which the resolution fixing the
record date is adopted by the board of directors. If no record date has been
fixed by the board of directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the board of directors is required by the


                                       3
<PAGE>

Delaware General Corporation Law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation in the manner required by the Delaware General
Corporation Law. If no record date has been fixed by the board of directors and
prior action by the board of directors is required by the Delaware General
Corporation Law, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be the close of
business on the day on which the board of directors adopts the resolution taking
such prior action.

            (c) Notice to Non-Consenting Stockholders. Prompt written notice of
the taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
Such notice shall be given in accordance with the applicable provisions of
Section 2.04.


                                   ARTICLE III

                               Board of Directors

         Section 3.01 General Powers. The business and affairs of the
corporation shall be managed by or under the direction of its board of
directors, except as otherwise provided in the Delaware General Corporation Law
or the certificate of incorporation.

         Section 3.02 Number, Tenure and Qualifications. The number of directors
of the corporation and the manner of electing such directors shall be as set
forth in the certificate of incorporation. Directors shall be elected at each
annual meeting of stockholders. Each director shall hold office until his
successor shall have been elected and qualified or until his earlier death,
resignation or removal. Directors need not be residents of Delaware or
stockholders of the corporation.

         Section 3.03 Resignation. Any director may resign at any time by giving
notice to the corporation in writing or by electronic transmission. A director's
resignation shall take effect upon receipt or, if a different time of
effectiveness is specified therein, at the time specified therein. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         Section 3.04 Regular Meetings. A regular meeting of the board of
directors shall be held immediately after and at the same place as the annual
meeting of stockholders, or as soon thereafter as conveniently may be, at the
time and place, either within or without Delaware, determined by the board, for
the purpose of electing officers and for the transaction of such other business
as may come before the meeting. Failure to hold such a meeting, however, shall
not invalidate any action taken by any officer then or thereafter in office. The
board of directors may provide by resolution the time and place, either within
or outside Delaware, for the holding of additional regular meetings without
other notice than such resolution.

         Section 3.05 Special Meetings. Special meetings of the board of
directors may be called only by the Chief Executive Officer or any member of the
board of directors. The notice of the special meeting of the board of directors
may fix any convenient place, either within or outside Delaware, as the place
for holding any special meeting of the board of directors.


                                       4
<PAGE>


         Section 3.06 Meetings by Telephone. Unless otherwise restricted by the
certificate of incorporation, members of the board of directors may participate
in a meeting of such board by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting in such manner
shall constitute presence in person at the meeting.

         Section 3.07 Notice of Meetings. Notice of each meeting of the board of
directors (except those regular meetings for which notice is not required)
stating the place, day and hour of the meeting shall be given to each director
at least five days prior thereto by the mailing of written notice by first
class, certified or registered mail, or at least two days prior thereto by
personal delivery (including delivery by private courier) of written notice or
by telephone, telegram, telex, cablegram or other similar method, except that in
the case of a meeting to be held pursuant to Section 3.06 notice may be given by
telephone one day prior thereto. The method of notice need not be the same to
each director. Notice shall be deemed to be given when deposited in the United
States mail, with postage thereon prepaid, addressed to the director at his
business or residence address, when delivered or communicated to the director or
when the telegram, telex, cablegram or other form of notice is personally
delivered to the director or delivered to the last address of the director
furnished by him to the corporation for such purpose. The business to be
transacted at, or the purpose of, any meeting of the board of directors shall be
specified in the notice or waiver of notice of such meeting.

         Section 3.08 Quorum and Manner of Acting. Except as otherwise may be
required by law, the certificate of incorporation (including, without
limitation, paragraph (d) of Article Fifth thereof) or these bylaws, a majority
of the number of directors fixed in accordance with these bylaws, present in
person, shall constitute a quorum for the transaction of business at any meeting
of the board of directors, and the vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the board of
directors. If less than a quorum is present at a meeting, the directors present
may adjourn the meeting from time to time without further notice other than
announcement at the meeting, until a quorum shall be present. No director may
vote or act by proxy or power of attorney at any meeting of the board of
directors.

         Section 3.09 Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, without prior notice and without a vote, if all
members of the board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of the proceedings of
the board or committee, as the case may be.

         Section 3.10 Executive and Other Committees. The board of directors may
designate one or more committees, each committee to consist of one or more of
the directors of the corporation. The board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to the following matters: (a) approving or


                                       5
<PAGE>


adopting, or recommending to the stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to stockholders
for approval or (b) adopting, amending or repealing any bylaw of the
corporation. The delegation of authority to any committee shall not operate to
relieve the board of directors or any member of the board from any
responsibility imposed by law. Subject to the foregoing, the board of directors
may provide such powers, limitations and procedures for such committees as the
board deems advisable. To the extent the board of directors does not establish
other procedures, each committee shall be governed by the procedures set forth
in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09
and 7.01 and 7.02 as if the committee were the board of directors. Each
committee shall keep regular minutes of its meetings, which shall be reported to
the board of directors when required and submitted to the secretary of the
corporation for inclusion in the corporate records.

         Section 3.11 Compensation. Unless otherwise restricted by the
certificate of incorporation, the board of directors shall have the authority to
fix the compensation of directors. The directors may be paid their expenses, if
any, of attendance at each meeting of the board of directors and each meeting of
any committee of the board of which he is a member and may be paid a fixed sum
for attendance at each such meeting or a stated salary or both a fixed sum and a
stated salary. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.


                                   ARTICLE IV

                                    Officers

         Section 4.01 Number and Qualifications. The officers of the corporation
shall consist of a chairman of the board, chief executive officer, a president,
a chief operating officer, a chief financial officer, a secretary and such other
officers, including a vice-chairman or vice-chairmen of the board, one or more
vice-presidents, a treasurer and a controller, as may from time to time be
elected or appointed by the board. In addition, the board of directors or the
chief executive officer may elect or appoint such assistant and other
subordinate officers, including assistant vice-presidents, assistant secretaries
and assistant treasurers, as it or he shall deem necessary or appropriate. Any
number of offices may be held by the same person, except that no person may
simultaneously hold the offices of president and secretary.

         Section 4.02 Election and Term of Office. Except as provided in
Sections 4.01 and 4.06, the officers of the corporation shall be elected by the
board of directors annually at the first meeting of the board held after each
annual meeting of the stockholders as provided in Section 3.04. If the election
of officers shall not be held as provided herein, such election shall be held as
soon thereafter as may be convenient. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until the
expiration of his term in office if elected or appointed for a specified period
of time or until his earlier death, resignation or removal.

         Section 4.03 Compensation. Officers shall receive such compensation for
their services as may be authorized or ratified by the board of directors and no
officer shall be prevented from receiving compensation by reason of the fact
that he is also a director of the corporation. Election or appointment as an
officer shall not of itself create a contract or other right to compensation for
services performed by such officer.


                                       6
<PAGE>

         Section 4.04 Resignation. Any officer may resign at any time, subject
to any rights or obligations under any existing contracts between the officer
and the corporation, by giving notice to the corporation in writing or by
electronic transmission. An officer's resignation shall take effect upon receipt
or, if a different time of effectiveness is specified therein, at the time
stated therein. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 4.05 Removal. Any officer may be removed at any time by the
board of directors, or, in the case of assistant and other subordinate officers,
by the chief executive officer, whenever in its or his judgment, as the case may
be, the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer shall not in itself create
contract rights.

         Section 4.06 Vacancies. A vacancy occurring in any office by death,
resignation, removal or otherwise may be filled by the chief executive officer.

         Section 4.07 Authority and Duties. The officers of the corporation
shall have the authority and shall exercise the powers and perform the duties
specified below and as may be additionally specified by the chief executive
officer, the board of directors or these bylaws (and in all cases where the
duties of any officer are not prescribed by the bylaws or the board of
directors, such officer shall follow the orders and instructions of the chief
executive officer), except that in any event each officer shall exercise such
powers and perform such duties as may be required by law:

            (a) Chairman of the Board. The chairman of the board, who shall be
elected from among the directors, shall preside at all meetings of the
corporation's stockholders and board of directors and perform such other duties
as may be assigned to him from time to time by the board of directors.

            (b) Chief Executive Officer. The chief executive officer shall,
subject to the direction and supervision of the board of directors, (i) have
general and active control of the affairs of the corporation and general
supervision of its officers, agents and employees; (ii) in the absence of the
chairman of the board, preside at all meetings of the stockholders and the board
of directors; (iii) see that all orders and resolutions of the board of
directors are carried into effect; and (iv) perform all other duties incident to
the office of chief executive officer and as from time to time may be assigned
to him by the board if directors.

            (c) President. The president shall, subject to the direction and
supervision of the board of directors, perform all duties incident to the office
of president and as from time to time may be assigned to him by the board of
directors. At the request of the chief executive officer or in his absence or in
the event of his inability or refusal to act, the president shall perform the
duties of the chief executive officer, and when so acting shall have all the
powers and be subject to all the restrictions of the chief executive officer.

            (d) Chief Operating Officer. The chief operating officer shall,
subject to the direction and supervision of the board of directors, supervise
the day to day operations of the corporation and perform all other duties
incident to the office of chief operating officer as from time to time may be
assigned to him by the chairman of the board, the board of directors or the
chief executive officer. At the request of the president, or in his absence or
inability or refusal to act, the


                                       7
<PAGE>

chief operating officer shall perform the duties of the president, and when so
acting shall have all the power of and be subject to all the restrictions upon
the president.

            (e) Chief Financial Officer. The chief financial officer shall: (i)
be the principal financial officer and treasurer of the corporation and have the
care and custody of all funds, securities, evidences of indebtedness and other
personal property of the corporation and deposit the same in accordance with the
instructions of the board of directors; (ii) receive and give receipts and
acquittances for moneys paid in on account of the corporation, and pay out of
the funds on hand all bills, payrolls and other just debts of the corporation of
whatever nature upon maturity; (iii) unless there is a controller, be the
principal accounting officer of the corporation and as such prescribe and
maintain the methods and systems of accounting to be followed, keep complete
books and records of account, prepare and file all local, state and federal tax
returns, prescribe and maintain an adequate system of internal audit and prepare
and furnish to the chief executive officer and the board of directors statements
of account showing the financial position of the corporation and the results of
its operations; (iv) upon request of the board, make such reports to it as may
be required at any time; and (v) perform all other duties incident to the office
of chief financial officer and treasurer and such other duties as from time to
time may be assigned to him by the board of directors or by the chief executive
officer. Assistant treasurers, if any, shall have the same powers and duties,
subject to the supervision by the chief financial officer. If there is no chief
financial officer, these duties shall be performed by the secretary or chief
executive officer or other person appointed by the board of directors.

            (f) Vice-Presidents. The vice-president, if any (or if there is more
than one then each vice-president), shall assist the chief executive officer and
shall perform such duties as may be assigned to him by the chief executive
officer or the board of directors. Assistant vice presidents, if any, shall have
such powers and perform such duties as may be assigned to them by the chief
executive officer or by the board of directors.

            (g) Secretary. The secretary shall: (i) keep the minutes of the
proceedings of the stockholders, the board of directors and any committees of
the board; (ii) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (iii) be custodian of the
corporate records and of the seal of the corporation; (iv) keep at the
corporation's registered office or principal place of business within or outside
Delaware a record containing the names and addresses of all stockholders and the
number and class of shares held by each, unless such a record shall be kept at
the office of the corporation's transfer agent or registrar; (v) have general
charge of the stock books of the corporation, unless the corporation has a
transfer agent; and (vi) in general, perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the chief executive officer or the board of directors. Assistant secretaries,
if any, shall have the same duties and powers, subject to supervision by the
secretary.

         Section 4.08 Surety Bonds. The board of directors may require any
officer or agent of the corporation to execute to the corporation a bond in such
sums and with such sureties as shall be satisfactory to the board, conditioned
upon the faithful performance of his duties and for the restoration to the
corporation of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.


                                       8
<PAGE>

                                    ARTICLE V

                                      Stock

         Section 5.01 Issuance of Shares. The issuance or sale by the
corporation of any shares of its authorized capital stock of any class,
including treasury shares, shall be made only upon authorization by the board of
directors, except as otherwise may be provided by law. Every issuance of shares
shall be recorded on the books of the corporation maintained for such purpose by
or on behalf of the corporation.

         Section 5.02 Transfer of Shares. Upon presentation and surrender to the
corporation or to a transfer agent of the corporation of a certificate of stock
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, payment of all transfer taxes, if any, and the
satisfaction of any other requirements of law, including inquiry into and
discharge of any adverse claims of which the corporation has notice, the
corporation or the transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction on the
books maintained for such purpose by or on behalf of the corporation. No
transfer of shares shall be effective until it has been entered on such books.
The corporation or a transfer agent of the corporation may require a signature
guaranty or other reasonable evidence that any signature is genuine and
effective before making any transfer. Transfers of uncertificated shares shall
be made in accordance with applicable provisions of law.

         Section 5.03 Registered Holders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

         Section 5.04 Transfer Agents, Registrars and Paying Agents. The board
of directors may at its discretion appoint one or more transfer agents,
registrars and agents for making payment upon any class of stock, bond,
debenture or other security of the corporation. Such agents and registrars may
be located either within or outside Delaware. They shall have such rights and
duties and shall be entitled to such compensation as may be agreed.


                                   ARTICLE VI

                                 Indemnification

         6.01 Directors and Officers. The corporation shall indemnify its
directors and officers to the fullest extent not prohibited by the Delaware
General Corporation Law or any other applicable law; provided, however, that the
corporation may modify the extent of such indemnification by individual
contracts with its directors and officers; and, provided, further, that the
corporation shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such person unless
(i) such indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board of Directors of the corporation, (iii)
such indemnification is provided by the corporation, in its sole discretion,
pursuant to the powers vested in


                                       9
<PAGE>

the corporation under the Delaware General Corporation Law or any other
applicable law or (iv) such indemnification is required to be made under Section
6.04.

         6.02 Employees and Other Agents. The corporation shall have power to
indemnify its employees and other agents as set forth in the Delaware General
Corporation Law or any other applicable law. The Board of Directors shall have
the power to delegate the determination of whether indemnification shall be
given to any such person to such officers or other persons as the Board of
Directors shall determine.

         6.03 Expenses.

            (a) The corporation shall advance to any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, prior to the final disposition of the proceeding, promptly
following request therefor, all expenses incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined ultimately that
such person is not entitled to be indemnified under this Article VI or
otherwise.

            (b) Notwithstanding the foregoing, unless otherwise determined
pursuant to Section 6.05, no advance shall be made by the corporation to an
officer of the corporation (except by reason of the fact that such officer is or
was a director of the corporation, in which event this paragraph shall not
apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly
made (i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that the facts known
to the decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of the
corporation.

         6.04 Enforcement. Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and officers
under this Article VI shall be deemed to be contractual rights and be effective
to the same extent and as if provided for in a contract between the corporation
and the director or officer. Any right to indemnification or advances granted by
this Article VI to a director or officer shall be enforceable by or on behalf of
the person holding such right in any court of competent jurisdiction if (i) the
claim for indemnification or advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days of request therefor.
The claimant in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. In
connection with any claim for indemnification, the corporation shall be entitled
to raise as a defense to any such action that the claimant has not met the
standards of conduct that make it permissible under the Delaware General
Corporation Law or any other applicable law for the corporation to indemnify the
claimant for the amount claimed. In connection with any claim by an officer of
the corporation (except in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
officer is or was a director of the corporation) for advances, the corporation
shall be entitled to raise a defense as to any such action clear and convincing
evidence that such person acted in bad


                                       10
<PAGE>

faith or in a manner that such person did not believe to be in or not opposed to
the best interests of the corporation, or with respect to any criminal action or
proceeding that such person acted without reasonable cause to believe that his
conduct was lawful. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law or any
other applicable law, nor an actual determination by the corporation (including
its Board of Directors, independent legal counsel or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that claimant has not met the applicable
standard of conduct. In any suit brought by a director or officer to enforce a
right to indemnification or to an advancement of expenses hereunder, the burden
of proving that the director or officer is not entitled to be indemnified, or to
such advancement of expenses, under this Article VI or otherwise shall be on the
corporation.

         6.05 Non-Exclusivity of Rights. The rights conferred on any person by
this Article VI shall not be exclusive of any other right which such person may
have or hereafter acquire under any applicable statute, provision of the
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the Delaware General
Corporation Law or any other applicable law.

         6.06 Survival of Rights. The rights conferred on any person by this
Article VI shall continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         6.07 Insurance. To the fullest extent permitted by the Delaware General
Corporation Law, or any other applicable law, the corporation, upon approval by
the Board of Directors, may purchase insurance on behalf of any person required
or permitted to be indemnified pursuant to this Article VI.

         6.08 Amendments. Any repeal or modification of this Article VI shall
only be prospective and shall not affect the rights under this Article VI in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.

         6.09 Severability. If this Article VI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and officer to the full
extent not prohibited by any applicable portion of this Article VI that shall
not have been invalidated, or by any other applicable law. If this Article VI
shall be invalid due to the application of the indemnification provisions of
another jurisdiction, then the corporation shall indemnify each director and
officer to the full extent under applicable law.

         6.10 Certain Definitions. For the purposes of this Article VI, the
following definitions shall apply:

            (a) The term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.



                                       11
<PAGE>

            (b) The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of any
nature or kind incurred in connection with any proceeding.

            (c) The term "corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

            (d) References to a "director," "executive officer," "officer,"
"employee," or "agent" of the corporation shall include, without limitation,
situations where such person is serving at the request of the corporation as,
respectively, a director, executive officer, officer, employee, trustee or agent
of another corporation, partnership, joint venture, trust or other enterprise.

            (e) References to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Article VI.


                                   ARTICLE VII

                                  Miscellaneous

         Section 7.01 Waivers of Notice. Whenever notice is required to be given
by law, by the certificate of incorporation or by these bylaws, a written waiver
thereof, signed by the person entitled to said notice or a waiver by electronic
transmission by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting or (in the case of a stockholder) by proxy shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting need be specified in any written waiver of notice or waiver of notice by
electronic transmission unless required by these bylaws to be included in the
notice of such meeting.

         Section 7.02 Presumption of Assent. A director or stockholder of the
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in

                                       12
<PAGE>

the minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director or stockholder who voted in
favor of such action.

         Section 7.03 Voting of Securities by the Corporation. Unless otherwise
provided by resolution of the board of directors, on behalf of the corporation
the chairman of the board, chief executive officer, chief operating officer,
chief financial officer, president, secretary, treasurer or any vice-president
shall attend in person or by substitute appointed by him, or shall execute
written instruments appointing a proxy or proxies to represent the corporation
at, all meetings of the stockholders of any other corporation, association or
other entity in which the corporation holds any stock or other securities, and
may execute written waivers of notice with respect to any such meetings. At all
such meetings and otherwise, the chairman of the board, chief executive officer,
chief operating officer, chief financial officer, president, secretary,
treasurer or any vice-president, in person or by substitute or proxy as
aforesaid, may vote the stock or other securities so held by the corporation and
may execute written consents and any other instruments with respect to such
stock or securities and may exercise any and all rights and powers incident to
the ownership of said stock or securities, subject, however, to the
instructions, if any, of the board of directors.

         Section 7.04 Seal. The corporate seal of the corporation shall be in
such form as adopted by the board of directors, and any officer of the
corporation may, when and as required, affix or impress the seal, or a facsimile
thereof, to or on any instrument or document of the corporation.

         Section 7.05 Fiscal Year. The fiscal year of the corporation shall be
as established by the board of directors.

         Section 7.06 Amendments. These bylaws may be amended or repealed only
in the manner set forth in the certificate of incorporation.


                                       13
<PAGE>

                                                                     EXHIBIT 7.7

                                    FORM OF
                             STOCKHOLDERS AGREEMENT

This Stockholders Agreement (this "Agreement") is entered into as of
            , 2002 among UnitedGlobalCom, Inc., a Delaware corporation formerly
known as New UnitedGlobalCom, Inc. ("United"), and Liberty Media Corporation and
Liberty Global, Inc. ("Liberty Global"), each of which is a Delaware
corporation, and each of the Persons identified on the signature page hereof as
a Founder (the "Founders").

                                   BACKGROUND

Pursuant to the Amended and Restated Agreement and Plan of Restructuring and
Merger, dated as of December 31, 2001 (the "Merger Agreement"), among United,
Liberty, Liberty Media International, Inc., a Delaware corporation ("LMI"),
Liberty Global, the Founders, UGC, Inc. a Delaware corporation formerly known as
UnitedGlobalCom, Inc. ("Old United") et al., the Founders have acquired
Beneficial Ownership of shares of Class B Stock of United, and the Liberty
Parties have acquired Beneficial Ownership of shares of Class C Stock of United.
As required by the Merger Agreement the parties hereto are entering into this
Agreement, which will govern certain aspects of their ownership of Common Stock.

                                   AGREEMENT

In consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

SECTION 1.  Certain Definitions.  In this Agreement, the following terms shall
have the following meanings:

     Affiliate.  When used with reference to a specified Person, any Person who
     directly or indirectly through one or more intermediaries, Controls, is
     Controlled by, or is under common Control with, the Person specified,
     provided that (i) no officer or director of a Person, or any Affiliate of
     such officer or director, investing for his, her or its own account or
     otherwise acting in his, her or its individual capacity, and no director of
     a Person, or any Affiliate of such director, acting in his, her or its
     capacity as an officer, director, trustee, representative or agent of a
     Person that is not an Affiliate of the specified Person, and in each case
     not in concert with or at the direction or request of, such specified
     Person shall be deemed to be an Affiliate of such specified Person for
     purposes of this Agreement; (ii) no Liberty Party shall be deemed to be an
     Affiliate of United and none of United and its Controlled Affiliates shall
     be deemed to be an Affiliate of a Liberty Party and (iii) any Person in
     which United, directly or indirectly, Beneficially Owns 50% or more of the
     equity securities, without regard to voting power in the election of
     directors, shall (without limiting the generality of this definition) be
     deemed to be an Affiliate of United.

     Agreement.  As defined in the preamble.

     Beneficial Ownership and derivative terms.  As determined pursuant to Rule
     13d-3 and Rule 13d-5 under the Exchange Act and any successor regulation,
     except that in determining Beneficial Ownership, without duplication, (i)
     equity securities that may be acquired pursuant to Rights to acquire equity
     securities that are exercisable more than sixty days after a date shall
     nevertheless be deemed to be Beneficially Owned, and (ii) except for
     purposes of the definition of "Change of Control," (x) Beneficial
     Ownership, if any, arising solely as a result of being a party to a
     Transaction Agreement or the Merger Agreement shall be disregarded, and (y)
     Beneficial Ownership, if any, arising solely from being a member of a Group
     shall be disregarded.

                                       1
<PAGE>

     Board.  The Board of Directors of United.

     Business Day.  Any day other than Saturday, Sunday and a day on which banks
     are required or permitted to close in Denver, Colorado or New York, New
     York.

     capital stock.  Any and all shares, interests, participations, rights or
     other equivalents (however designated) of corporate stock or partnership or
     membership interests, whether common or preferred.

     Change of Control.  Any (a) change in the direct or indirect record or
     Beneficial Ownership of any of the equity securities of United, Old United
     or any of their respective Affiliates, (b) merger, consolidation, statutory
     share exchange or other transaction involving United, Old United or any of
     their respective Affiliates or (c) change in the composition of the board
     of directors or other governing body of United, Old United or any of their
     respective Affiliates.

     Change of Control Covenant.  Any covenant, agreement or other provision
     (excluding requirements imposed by Law) pursuant to which the occurrence or
     existence of a Change of Control would result in a violation or breach of,
     constitute (with or without due notice or lapse of time or both) or permit
     any Person to declare a default or event of default under, give rise to any
     right of termination, cancellation, amendment, acceleration, repurchase,
     prepayment or repayment or to increased payments under, give rise to or
     accelerate any material obligation (including any obligation to, or to
     offer to, repurchase, prepay, repay or make increased payments) or result
     in the loss or modification of any material right or benefit under, or
     result in any Lien or give any Person the right to obtain any Lien on any
     material asset pursuant to, any Contract to which United, Old United or any
     of their respective Affiliates is or becomes a party or to which United,
     Old United, any of their respective Affiliates or any of their respective
     material assets are or become subject or bound.

     Class A Stock.  The Class A common stock, $0.01 par value per share, of
     United.

     Class B Event.  As defined in the United Charter as in effect on the date
     hereof.

     Class B Stock.  The Class B common stock, $0.01 par value per share, of
     United.

     Class C Stock.  The Class C common stock, $0.01 par value per share, of
     United.

     Closing.  As defined in the Merger Agreement.

     Common Stock.  The Class A Stock, the Class B Stock and the Class C Stock.

     Contract.  Any note, bond, indenture, debenture, security agreement, trust
     agreement, Lien, mortgage, lease, agreement, contract, license, franchise,
     permit, guaranty, joint venture agreement, or other agreement, instrument,
     understanding, commitment or obligation, oral or written.

     Controlled Affiliate.  When used with reference to a specified Person, an
     Affiliate of such Person that such Person directly, or through one or more
     intermediaries, Controls; provided that, (a) none of United and its
     Controlled Affiliates shall be deemed to be a Controlled Affiliate of a
     Liberty Party and (b) any Person in which United, directly or indirectly,
     Beneficially Owns 50% or more of the equity securities, without regard to
     voting power in the election of directors, shall (without limiting the
     generality of this definition) be deemed to be a Controlled Affiliate of
     United.

     Control and derivative terms.  The possession, directly or indirectly, of
     the power to direct or cause the direction of the management and policies
     of another Person, whether through the ownership of voting securities, by
     contract or otherwise.

     Control Person.  Each of (1) the Chairman of the Board of Liberty, (2) the
     President and Chief Executive Officer of Liberty, (3) the Executive Vice
     President and Chief Operating Officer of Liberty, (4) each of the directors
     of Liberty, and (5) the respective family members, estates and heirs of
     each of the persons referred to in clauses (1) through (4) above and any
     trust or other investment vehicle for the primary benefit of any of such
     persons or their respective family members or heirs. "Family members" for
     this purpose means the parents, descendants, step children, step
     grandchildren, nieces and nephews, and spouse of the specified person.

                                       2
<PAGE>

     Controlling Principals.  Founders who are Principals and who hold a
     majority of the aggregate voting power of the Equity Securities held by the
     Founders who are Principals.

     Conversion Event.  As defined in the United Charter as in effect on the
     date hereof.

     Current Bonds.  As defined in the United Charter as in effect on the date
     hereof.

     Designated Purchaser.  As defined in Section 4(b).

     Drag-Along Notice.  As defined in Section 8(a).

     Drag-Along Rights.  The rights granted to the Founders pursuant to Sections
     8(a) and 8(b) to require the Liberty Parties to Transfer Common Stock.

     Equity Securities.  The Common Stock and any other securities hereafter
     issued by United that are entitled to vote generally in the election of
     directors.

     Exchange Act.  The Securities Exchange Act of 1934, as amended, and the
     rules and regulations thereunder.

     Exchange Agreement.  That certain Exchange Agreement dated as of the date
     hereof among United and certain of the Founders.

     Exercising Holders.  As defined in Section 7(b).

     First Offer Notice.  A Liberty Offer Notice or Founder Offer Notice.

     Founder Acceptance Notice.  As defined in Section 4(a).

     Founder Election Period.  As defined in Section 5(a).

     Founder Offer Notice.  As defined in Section 5(a).

     Founder Offer Price.  As defined in Section 5(a).

     Founder Offered Shares.  As defined in Section 5(a).

     Founder Party.  Each Founder and each Permitted Transferee of a Founder
     that hereafter becomes bound by or who is required to become bound by this
     Agreement for so long as such person is or is required to be so bound.

     Founders.  (i) As defined in the preamble and (ii) any person who (x)
     immediately prior to the Closing was a member of the senior management of
     Old United or a member of the Board of Directors of Old United, (y) owned
     shares of Old United Class B Stock immediately prior to the Closing and
     Class B Stock thereafter and (z) is designated as an additional Founder in
     the sole discretion of the Controlling Principals, provided that such
     person executes and delivers to United and the Liberty Parties a
     counterpart of this Agreement and to United a counterpart of the Voting
     Agreement, agreeing to be bound by the provisions hereof and thereof
     applicable to the Founders. A Person identified by clause (i) or (ii) of
     this definition as a Founder will cease to be a Founder at such time as
     such Person no longer Beneficially Owns any Class B Stock.

     Founders Agreements.  Means (a) the Founders Agreement dated [       ]
     among the Founders relating to United and (b) the Founders Agreement dated
     [       ] among certain Founders relating to Old United.

     Governmental Approval.  Any notice to, filing with, or approval or consent
     of a Government Authority required by applicable law with respect to any
     action, including without limitation, the expiration or termination of any
     applicable waiting period under the HSR Act.

     Governmental Authority.  Any U.S. federal, state or local or any foreign
     court, governmental department, commission, authority, board, bureau,
     agency or other instrumentality.

                                        3
<PAGE>

     Group.  As defined in Section 13(d) of the Exchange Act and the rules and
     regulations thereunder, but the existence of the Transaction Agreements and
     the Merger Agreement shall be disregarded in determining whether a Group
     exists.

     HSR Act.  The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended.

     Judgment.  Any order, writ, injunction, award, judgment, ruling or decree
     of any Governmental Authority.

     Law.  Any U.S. federal, state or local or any foreign statute, code,
     ordinance, decree, rule, regulation or general principle of common or civil
     law or equity.

     Liberty.  Liberty Media Corporation, a Delaware corporation, and any
     successor (by merger, consolidation, transfer or otherwise) to all or
     substantially all of its assets; provided that in the event a Transferee
     Parent becomes the Beneficial Owner of all or substantially all of the
     Equity Securities then Beneficially Owned by Liberty as to which Liberty
     has dispositive control, the term "Liberty" shall mean such Transferee
     Parent and any successor (by merger, consolidation, transfer or otherwise)
     to all or substantially all of its assets.

     Liberty Acceptance Notice.  As defined in Section 5(a).

     Liberty Global.  As defined in the preamble.

     Liberty Offer Notice.  As defined in Section 4(a).

     Liberty Offer Price.  As defined in Section 4(a).

     Liberty Offered Shares.  As defined in Section 4(a).

     Liberty Parties.  Liberty and Liberty Global and including any Permitted
     Transferee of a Liberty Party who hereafter becomes bound by or who is
     required to become bound by this Agreement for so long as such Person is or
     is required to be so bound. Liberty Global and any such Permitted
     Transferee will each cease to be a Liberty Party at such time as such
     Person is no longer a Controlled Affiliate of Liberty.

     Liberty Party Equity Securities.  As defined in the Standstill Agreement.

     Liberty Purchase Period.  As defined in Section 5(c).

     License.  Any license, franchise, authorization, permit, certificate,
     variance, exemption, concession, consent, lease, right of way, easement,
     instrument, order or approval domestic or foreign, of any Governmental
     Authority.

     Lien.  Any mortgage, pledge, lien, encumbrance, charge, or security
     interest.

     LMI.  As defined under "Background" on the first page of this Agreement.

     Merger Agreement.  As defined under "Background" on the first page of this
     Agreement.

     New United Covenant Agreement.  The Agreement Regarding Additional
     Covenants as of the date hereof among United and the Liberty Parties.

     No Waiver Agreement.  That certain No Waiver Agreement dated as of the date
     hereof among Liberty, LMI and United.

     Old United.  As defined under "Background" on the first page of this
     Agreement.

     Old United Agreement.  That certain Agreement dated as of the date hereof
     among Old United and the Liberty Parties.

     Old United Class B Stock.  The Class B Common Stock, par value $0.01 per
     Share, of Old United.

     Outside Closing Date.  As defined in Section 4(b).

                                        4
<PAGE>

     Permitted Transferees.  In the case of a Founder (the "specified Founder"),
     (a) any other Founder, (b) such specified Founder's parents, descendants,
     step children, step grandchildren, nieces and nephews, and spouses of any
     of the foregoing, (c) such specified Founder's heirs, devisees and
     legatees, and (d) partnerships and entities that are primarily owned by,
     and trusts that are primarily for the benefit of, any of the Persons
     designated in clauses (a), (b) and (c) (but only for so long as such
     relationship exists). In the case of a Permitted Transferee of a Founder,
     such Founder or another Permitted Transferee of such Founder. In the case
     of the Liberty Parties, Liberty and any Person Controlled by Liberty.

     Person.  Person shall mean any individual, firm, corporation, partnership,
     limited liability company, trust, joint venture, or other entity, and shall
     include any successor (by merger or otherwise) of such entity.

     Principals.  Albert M. Carollo, Curtis Rochelle, Marian Rochelle, Rochelle
     Investments, Ltd (so long as it is controlled by Curtis or Marian
     Rochelle), Gene W. Schneider, G. Schneider Holdings, Co. (so long as it is
     controlled by Gene W. Schneider), and Mark L. Schneider.

     Proportionate Number of Shares.  The Proportionate Number of Shares of the
     Liberty Parties shall be the number of shares of Common Stock Beneficially
     Owned by the Liberty Parties as to which they have dispositive power
     multiplied by a fraction, the numerator of which is the number of shares of
     Class B Stock proposed to be transferred by the Founder Parties as set
     forth in a Drag-Along Notice and the denominator of which is the number of
     shares of Class B Stock Beneficially Owned in the aggregate by the Founders
     and their Permitted Transferees.

     Registration Rights Agreement.  That certain Registration Rights Agreement
     dated as of the date hereof among United and the Liberty Parties.

     Restriction.  With respect to any capital stock, equity interest or
     security, any voting or other trust or agreement, option, warrant,
     preemptive right, right of first offer, right of first refusal, escrow
     arrangement, proxy, buy-sell agreement, power of attorney or other
     Contract, any License or Judgment that, conditionally or unconditionally,
     (a) grants to any Person the right to purchase or otherwise acquire, or
     obligates any Person to sell or otherwise dispose of or issue, or otherwise
     results or, whether upon the occurrence of any event or with notice or
     lapse of time or both or otherwise, may result in any Person acquiring, (i)
     any of such capital stock or other equity interest or security; (ii) any of
     the proceeds of, or any distributions paid or that are or may become
     payable with respect to, any of such capital stock or other equity interest
     or security; or (iii) any interest in such capital stock or other equity
     interest or security or any such proceeds or distributions; (b) 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 or other equity
     interest or security or any such proceeds or distributions; or (c) 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 or other equity interest or
     security, proceeds or distributions.

     Rights.  When used with respect to a Specified Person, securities of such
     Person (which may include equity securities) that (contingently or
     otherwise) are exercisable, convertible or exchangeable for or into equity
     securities of such Person (with or without consideration) or that carry any
     right to subscribe for or acquire equity securities or securities
     exercisable, convertible or exchangeable for or into equity securities of
     such Person.

     Sixty-Day Election Period.  As defined in Section 4(a).

     specified Founder.  As defined in the definition of "Permitted
     Transferees".

     Standstill Agreement.  That certain Standstill Agreement dated as of the
     date hereof among United and the Liberty Parties.

                                       5
<PAGE>

     Subject Shares.  Shares of Class B Stock and, prior to June 25, 2010,
     shares of Class C Stock.

     Tag-Along Group.  As defined in Section 7(b).

     Tag-Along Notice.  As defined in Section 7(a).

     Tag-Along Right.  As defined in Section 7(b).

     Transaction Agreements.  This Agreement, the Voting Agreement, the
     Standstill Agreement, the New United Covenant Agreement, the Registration
     Rights Agreement, the No Waiver Agreement, the Exchange Agreement, the
     United Charter, the United Bylaws, the UPC Release, the Founders Agreements
     and the Old United Agreement.

     Transfer.  Any sale, exchange, pledge (except a pledge in compliance with
     this Agreement and the Standstill Agreement) or other transfer, direct or
     indirect, of Class B Stock or Class C Stock or, when the context requires,
     Class A Stock (including through the relinquishment of control of a Person
     holding shares of such stock), provided, however, that none of the
     following shall constitute a Transfer: (i) a conversion of Class C Stock
     into Class B Stock or of Class B Stock or Class C Stock into Class A Stock,
     (ii) any transfer pursuant to any tender or exchange offer approved by a
     majority of the Board, (iii) a transfer by operation of law in connection
     with any merger, consolidation, statutory share exchange or similar
     transaction involving United, (iv) a transfer pursuant to a plan of
     liquidation of United that has been approved by a majority of the Board or
     (v) in the case of Liberty, any transaction or series of transactions
     involving the direct or indirect transfer (or relinquishment of control) of
     a Person that holds Liberty Party Equity Securities ("Transferred Person"),
     if (x) immediately after giving effect to such transaction or the last
     transaction in such series, voting securities representing at least a
     majority of the voting power of the outstanding voting securities of such
     Transferred Person or its successor in such transaction or any ultimate
     parent entity (within the meaning of the HSR Act) of such Transferred
     Person or its successor (a "Transferee Parent") are Beneficially Owned by
     Persons who prior to such transaction were Beneficial Owners of a majority
     of, or a majority of the voting power of, the outstanding voting securities
     of Liberty (or of any publicly traded class or series of voting securities
     of Liberty designed to track the economic performance of a specified group
     of assets or businesses) or who are Control Persons or any combination of
     the foregoing and (y) such Transferee Parent becomes a party to this
     Agreement and the Standstill Agreement with the same rights and obligations
     as Liberty.

     Transferee Parent.  As defined in the definition of "Transfer."

     Transferor.  As defined in Section 7(a).

     Transferred Person.  As defined in the definition of "Transfer".

     Two-Business Day Election Period.  As defined in Section 4(a).

     United.  As defined in the preamble

     United Bylaws.  The Bylaws of United, as such Bylaws may be amended from
     time to time in accordance with the United Charter, such Bylaws and the New
     United Covenant Agreement.

     United Charter.  The Restated Certificate of Incorporation of United as
     filed with the Secretary of State of the State of Delaware on December 31,
     2001, as it may be amended from time to time.

     United/New United Merger.  As defined in the Merger Agreement.

     UPC.  United Pan-Europe Communications, N.V., a company organized under the
     laws of The Netherlands.

     UPC Convertible Shares.  As defined in Section 10(c).

     UPC Ordinary Shares.  As defined in Section 10(c).

                                        6
<PAGE>

     UPC Release.  Section 3 and Exhibit A of that certain Release, dated as of
     February 22, 2001, among UPC, Old United, Liberty and LMI (but no other
     provisions of such Release).

     Voting Agreement.  That certain Voting Agreement dated as of the date
     hereof among United and the Founders.

SECTION 2.  Action by Founders or Liberty Parties.

Whenever this Agreement contemplates any action to be taken by the Founder
Parties, each of the Founder Parties shall act at the direction of Controlling
Principals and Controlling Principals shall be (and hereby are) authorized in
such circumstances to take any contemplated action on behalf of all of the
Founder Parties. The Liberty Parties and United will be entitled to rely, as
binding on all the Founders, on any instrument signed by Controlling Principals
and on any representation by a Principal that such Principal is a Controlling
Principal or by a group of Principals that such Principals are Controlling
Principals. Whenever this Agreement contemplates any action to be taken by the
Liberty Parties or their Affiliates, each such party shall act at the direction
of Liberty and Liberty shall be (and hereby is) authorized to take any
contemplated action on behalf of all of the Liberty Parties. The Founder Parties
and United will be entitled to rely, as binding on all the Liberty Parties, on
any instrument signed by Liberty.

SECTION 3.  Limitation on Conversion of Class C Stock; Other Covenants.

     (a)  Prior to a Conversion Event, the Liberty Parties will not convert
     shares of Class C Stock into Class A Stock if, after giving effect to such
     conversion, the aggregate voting power of the shares of Class A Stock and
     Class B Stock then owned by the Liberty Parties would (x) exceed 50% of the
     combined voting power of the shares of Class A Stock and Class B Stock then
     outstanding, or (y) constitute a greater percentage of the combined voting
     power of the shares of Class A Stock and Class B Stock then outstanding
     than the percentage represented by the aggregate voting power of the shares
     of Class A Stock and Class B Stock then Beneficially Owned by the Founder
     Parties, provided that the limitations set forth in clauses (x) and (y) on
     the Liberty Parties' right to convert the Class C Stock (i) will terminate
     if the aggregate voting power of the shares of Class A Stock and Class B
     Stock Beneficially Owned by any other Person or Group (other than a Group
     that is controlled by one or more Controlling Principals and consists
     solely of Founder Parties) exceeds either of such percentages and (ii) will
     not apply to any conversion of Class C Stock into Class A Stock in
     connection with a sale or hedging transaction or to any related pledge
     involving Class A Stock.

     (b)  Without the prior written consent of Liberty, which consent may be
     granted or withheld in Liberty's sole discretion, United will not take any
     action and will not permit any action to be taken on its behalf, and will
     use its best commercially reasonable efforts to prevent any action from
     being taken by or on behalf of any of its Affiliates, that would result in
     United, Old United or any of their respective Affiliates being subject to
     or bound by any Change of Control Covenant, unless any Change of Control
     involving or caused by the action of Liberty, Liberty Global or any of
     their respective Affiliates (other than a transfer by any of the foregoing
     to an unaffiliated third party of Control of United, if such Control is
     obtained in the future) is exempted from the application and effects of
     such Change of Control Covenant. United will not be deemed to be in breach
     of the foregoing as a result of its or its Affiliates entering into or
     maintaining in the ordinary course of business a License granted by a
     Governmental Authority that includes a Change of Control Covenant provided
     that (i) such License is of the kind and nature that customarily requires
     approval of the Governmental Authority granting the same for a Change of
     Control, (ii) the applicable Change of Control Covenant includes only terms
     customarily imposed by such Governmental Authority in similar
     circumstances, (iii) the maximum penalty for breach of such Change of
     Control Covenant is termination of the applicable License, and (iv) United
     used its best commercially reasonable efforts to obtain the exemption from
     the application and effects of such Change of Control Covenant contemplated
     by the preceding sentence. Without the prior written consent of Liberty,
     which consent may be granted or withheld in Liberty's sole discretion,
     United will not take any action or permit any

                                       7
<PAGE>

     action to be taken that would, or fail to take any action or permit any
     action to be omitted where such failure or omission would, extend or
     perpetuate the applicability of any Change of Control Covenant in effect as
     of May 25, 2001 under the Current Bonds beyond the maturity date in effect
     as of May 25, 2001 of the Current Bonds to which they relate. United will
     use its best commercially reasonable efforts to take such actions as will
     cause the conditions necessary to permit the conversion in full of the
     Class C Stock into Class B Stock to be satisfied.

     (c)  If, following the occurrence of a Class B Event, any vote or other
     action of United's stockholders is required in connection with the
     acquisition of shares of Class B Stock by a Liberty Party or any of its
     Affiliates pursuant to their purchase rights under the Standstill
     Agreement, United and the Founders and their Permitted Transferees will use
     their respective best commercially reasonable efforts to cause such vote or
     other action to be taken, including calling a special meeting of
     stockholders or soliciting a written consent of stockholders, and voting
     all Equity Securities held by such Persons at such meeting in person or by
     proxy or signing a written consent of stockholders in lieu of a meeting.

SECTION 4.  Founders' Right of First Offer.

     (a)  No Liberty Party shall Transfer any Subject Shares to any Person other
     than a Permitted Transferee in compliance with Section 6, or convert any
     Subject Shares to Class A Stock, unless, prior to such Transfer or
     conversion, the Liberty Parties first offer to sell the Subject Shares
     proposed to be Transferred or converted (the "Liberty Offered Shares") to
     the Founders by delivering a written notice (a "Liberty Offer Notice") to
     the Founders. The Liberty Offer Notice shall state the number and class of
     Liberty Offered Shares and the price per share (the "Liberty Offer Price")
     at which such Liberty Party is offering the Liberty Offered Shares to the
     Founders and shall constitute a binding, irrevocable offer, subject to the
     provisions of this Section 4, to sell the Liberty Offered Shares to the
     Founders and any Designated Purchaser (as defined below) at the Liberty
     Offer Price. Prior to the occurrence of a Conversion Event, the number of
     Liberty Offered Shares proposed to be Transferred, when taken together with
     the aggregate number of shares of Class A Stock, received upon conversion
     of Subject Shares, Beneficial Ownership of which shares of Class A Stock
     was theretofore Transferred by a Liberty Party, other than to a Permitted
     Transferee or a Founder Party or Designated Purchaser or to United, shall
     not exceed the sum of the total number of shares of Class A Stock of which
     the Liberty Parties acquired Beneficial Ownership after the date hereof
     (from Persons other than United (including upon the conversion of Class C
     Stock) or the Founder Parties) plus the total number of shares of Class A
     Stock received in the United/New United Merger upon conversion of shares of
     Class A Common Stock, par value $0.01 per share, of Old United acquired by
     the Liberty Parties after December 3, 2001. In order to accept the offer of
     the Liberty Offered Shares, Controlling Principals must deliver a written
     notice of acceptance (a "Founder Acceptance Notice") to the Liberty Parties
     agreeing to purchase all, but not less than all, of the Liberty Offered
     Shares at the Liberty Offer Price. In order to be effective, a Founder
     Acceptance Notice must (i) be signed by Controlling Principals (either
     personally or by a duly authorized agent), (ii) designate which Founders
     and Designated Purchasers are to purchase the Liberty Offered Shares and
     the number of shares to be purchased by each such Founder and Designated
     Purchaser and (iii) be delivered to the Liberty Parties no later than 5:00
     p.m. Denver, Colorado time on the last day of (A) if such Liberty Offer
     Notice relates to a number of Subject Shares, the conversion of which to
     Class A Stock would not reduce the aggregate voting power for the election
     of directors of Equity Securities subject to this Agreement below 80% of
     the total voting power for the election of directors of all Equity
     Securities outstanding, in each case calculated as if all Class C Stock had
     been converted to Class B Stock, the two-Business Day period (a
     "Two-Business Day Election Period") following the date the Liberty Offer
     Notice is given; or (B) in all other cases, the sixty-day period (a
     "Sixty-Day Election Period") following the date the Liberty Offer Notice is
     given. A duly completed and delivered Founder Acceptance Notice shall
     constitute a binding irrevocable agreement by the Controlling Principals
     signing such notice and the Founders and Designated Purchasers named
     therein to purchase the Liberty Offered Shares at the Liberty Offer Price
     as provided in this Section 4. If a Founder

                                        8
<PAGE>

     Acceptance Notice meeting the requirements specified above is not delivered
     within the specified election period, then the Founders will be deemed to
     have rejected the offer of the Liberty Offered Shares.

     (b)  Upon delivery of a Founder Acceptance Notice meeting the requirements
     specified above within the specified election period, the Liberty Parties
     will be obligated to sell, and the Controlling Principals and the Founders
     and Designated Purchasers named in such Founder Acceptance Notice will be
     jointly and severally obligated to buy, all of the Liberty Offered Shares
     at the Liberty Offer Price. The closing of such purchase and sale shall
     occur at such time and place as the parties thereto may agree, but in any
     event no later than (i) the fifth Business Day after the Liberty Offer
     Notice is given, in the case of a Liberty Offer Notice with a Two-Business
     Day Election Period, or (ii) the 180th day after the Liberty Offer Notice
     is given, in the case of a Liberty Offer Notice with a Sixty-Day Election
     Period (each, an "Outside Closing Date"). The purchase and sale will be
     without representation or warranty, except that each party to the
     transaction will represent and warrant that it has all requisite power and
     authority to enter into the transactions, and the Liberty Parties
     transferring the shares will represent and warrant that they are
     transferring valid title to such shares and such shares are being
     transferred free and clear of any Lien or Restriction other than those
     created by this Agreement, any other Transaction Agreement or the parties
     taking delivery of such shares. Payment of the purchase price shall be in
     immediately available United States Dollars. A "Designated Purchaser" means
     any Person other than a Founder designated in a Founder Acceptance Notice
     as a purchaser of Liberty Offered Shares. As a condition to acquiring any
     Liberty Offered Shares pursuant to this Section 4, a Designated Purchaser
     must execute and deliver an instrument, in form and substance reasonably
     acceptable to United and the Liberty Parties, by which such Designated
     Purchaser agrees (i) to be subject to all of the obligations of a Founder
     Party under this Agreement and the Voting Agreement but, except for a
     Designated Purchaser that is a Permitted Transferee, to have none of the
     rights of a Founder Party hereunder or thereunder and (ii) in the case of a
     Designated Purchaser that is not a Permitted Transferee, to be subject to
     all of the obligations of a Liberty Party under the Standstill Agreement
     but to have none of the rights of a Liberty Party thereunder. Without
     limiting the generality of the foregoing, except for the imposition of the
     foregoing obligations on a Designated Purchaser, no Designated Purchaser
     that is not a Permitted Transferee will be considered a Founder Party for
     any purpose hereunder, including the termination provisions set forth in
     Section 13. Immediately following the Transfer of Liberty Offered Shares to
     a Founder or Designated Purchaser pursuant to this Section 4, such shares
     shall be converted to Class A Stock, or, if (i) then permissible under the
     United Charter, or (ii) such conversion would not result in a "Change of
     Control" pursuant to the Current Indentures as then in effect, Class B
     Stock, provided that if the Liberty Offered Shares are Class B Stock, such
     shares need not be converted into Class A Stock.

     (c)  If (i) the Founders reject or are deemed to reject the offer of the
     Liberty Offered Shares set forth in a Liberty Offer Notice, or (ii) the
     Founders accept such offer but the purchase and sale of all of the Liberty
     Offered Shares does not occur by the applicable Outside Closing Date for
     any reason other than the Liberty Parties' failure to comply with their
     respective obligations under Section 4(b), then the Liberty Parties shall
     be free to Transfer the Liberty Offered Shares (or, if applicable, convert
     the Liberty Offered Shares into shares of Class A Stock); provided that, in
     the case of a Transfer:

        (A)  such Liberty Offered Shares are converted into Class A Stock prior
        to the Transfer, and

        (B)  in the case of a Liberty Offer Notice with a Sixty-Day Election
        Period, the Transfer occurs at a price per share equal to or higher than
        the Liberty Offer Price within 60 days after the applicable of (x) the
        last day of the Sixty-Day Election Period, if the offer set forth in the
        Liberty Offer Notice was rejected or deemed rejected or (y) the
        applicable Outside Closing Date, if the closing of the sale of the
        Liberty Offered Shares pursuant to the Liberty Offer Notice did not
        occur by such date; or

                                        9
<PAGE>

        (C)  in the case of a Liberty Offer Notice with a Two-Business Day
        Election Period, the Transfer either occurs in accordance with Clause
        (B) above or, if the Liberty Offer Price specified in the applicable
        Liberty Offer Notice was the market price of the Class A Stock (or, if
        the Class B Stock is then publicly traded, the Class B Stock) at the
        time of such Liberty Offer Notice, the Transfer occurs at a price not
        less than the then current market price of the Class A Stock (whether
        higher or lower than the Liberty Offer Price) within 15 days after the
        applicable of (x) the last day of the Two-Business Day Election Period,
        if the offer set forth in the Liberty Offer Notice was rejected or
        deemed rejected or (y) the applicable Outside Closing Date, if the
        closing of the sale of the Liberty Offered Shares pursuant to the
        Liberty Offer Notice did not occur by such date.

Any purported Transfer of Subject Shares in violation of this Section 4 shall be
void and ineffective as against both the transferring Liberty Party and the
proposed transferee, and any purported conversion of Subject Shares in violation
of this Section 4 shall be void and ineffective.

SECTION 5.  Liberty Parties' Right of First Offer.

     (a)  No Founder Party shall Transfer any Subject Shares to any Person other
     than a Permitted Transferee in compliance with Section 6 or convert any
     Subject Shares to Class A Stock, unless, prior to such Transfer or
     conversion, such Founder Party first offers to sell the Subject Shares
     proposed to be Transferred or converted (the "Founder Offered Shares") to
     the Liberty Parties by delivering a written notice (a "Founder Offer
     Notice") to the Liberty Parties. The Founder Offer Notice shall state the
     number and class of Founder Offered Shares and the price per share (the
     "Founder Offer Price") at which such Founder Party is offering the Founder
     Offered Shares to the Liberty Parties and shall constitute a binding,
     irrevocable offer, subject to the provisions of this Section 5, to sell the
     Founder Offered Shares to the Liberty Parties at the Founder Offer Price.
     In order to accept the offer of the Founder Offered Shares, Liberty must
     deliver a written notice of acceptance (a "Liberty Acceptance Notice") to
     the offering Founder Party agreeing to purchase, or to cause another
     Liberty Party or a Permitted Transferee to purchase, all, but not less than
     all, of the Founder Offered Shares at the Founder Offer Price. In order to
     be effective, a Liberty Acceptance Notice must (i) be signed by Liberty and
     (ii) be delivered to the offering Founder Party no later than 5:00 p.m.
     Denver, Colorado time on the last day of the thirty day period (a "Founder
     Election Period") following the date the Founder Offer Notice is given. A
     duly completed and delivered Liberty Acceptance Notice shall constitute a
     binding irrevocable agreement by Liberty to purchase, or to cause another
     Liberty Party or a Permitted Transferee to purchase, the Founder Offered
     Shares at the Founder Offer Price as provided in this Section 5. If a
     Liberty Acceptance Notice meeting the requirements specified above is not
     delivered within the specified election period, then the Liberty Parties
     will be deemed to have rejected the offer of the Founder Offered Shares.

     (b)  Upon delivery of a Liberty Acceptance Notice meeting the requirements
     specified above within the specified election period, the offering Founder
     Party will be obligated to sell, and Liberty will be obligated to purchase,
     or to cause another Liberty Party or a Permitted Transferee to purchase,
     all of the Founder Offered Shares at the Founder Offer Price. The closing
     of such purchase and sale shall occur at such time and place as the parties
     thereto may agree, but in any event no later than the 60th day after the
     Founder Offer Notice is given (provided that such 60 day period may be
     extended for up to an additional 90 days to the extent that the acquisition
     of the Founder Offered Shares requires any Governmental Approval that has
     not been obtained during that period). The purchase and sale will be
     without representation or warranty, except that each party to the
     transaction will represent and warrant that it has all requisite power and
     authority to enter into the transactions, and the Founder Party
     transferring the shares will represent and warrant that it is transferring
     valid title to such shares and such shares are being transferred free and
     clear of any Lien or Restriction other than those created by this
     Agreement, any other Transaction Agreement or the parties taking delivery
     of such shares. Payment of the purchase price shall be in immediately
     available United States Dollars. As a condition to acquiring any Founder
     Offered Shares, a Permitted Transferee of a Liberty Party that is not then
     a party to this Agreement must execute and deliver an instrument, in form
     and substance

                                       10
<PAGE>

     reasonably acceptable to United and the Controlling Principals, by which
     such Permitted Transferee agrees to be subject to all of the rights and
     obligations of a Liberty Party under this Agreement and the Standstill
     Agreement.

     (c)  If (i) the Liberty Parties reject or are deemed to reject the offer of
     the Founder Offered Shares set forth in a Founder Offer Notice, or (ii) the
     Liberty Parties accept such offer but the purchase and sale of all of the
     Founder Offered Shares does not occur within the time period specified in
     Section 5(b) (as extended, if applicable, the "Liberty Purchase Period")
     for any reason other than the Founders' failure to comply with their
     respective obligations under Section 5(b), then the Founder Party
     delivering the Founder Offer Notice shall be free to Transfer the Founder
     Offered Shares (or, if applicable, convert the Founder Offered Shares into
     shares of Class A Stock), provided that, in the case of a Transfer:

        (A)  the Transfer occurs at a price per share equal to or higher than
        the Founder Offer Price within 60 days after the applicable of (x) the
        last day of the Founder Election Period if the offer set forth in the
        Founder Offer Notice was rejected or deemed rejected or (y) the last day
        of the Liberty Purchase Period if the closing of the sale of the Founder
        Offered Shares pursuant to the Founder Offer Notice did not occur by
        such date, and

        (B)  unless the aggregate number of Founder Offered Shares then being
        Transferred by all Founder Parties to the same transferee represents at
        least a majority of the aggregate amount of Subject Shares Beneficially
        Owned by all Founders and their Permitted Transferees and Designated
        Purchasers, such Founder Offered Shares are converted into shares of
        Class A Stock prior to the Transfer.

Any purported Transfer of Subject Shares in violation of this Section 5 shall be
void and ineffective as against both the transferring Founder Party and the
proposed transferee, and any purported conversion of Subject Shares in violation
of this Section 5 shall be void and ineffective.

SECTION 6.  Permitted Transfers.

     (a)  The Liberty Parties and any Founder Party may Transfer Subject Shares
     to their respective Permitted Transferees without being obligated to first
     deliver a First Offer Notice to any other party, provided that the
     Permitted Transferee undertakes in writing to be subject to each of the
     terms of this Agreement, and in the case of a Permitted Transferee of a
     Liberty Party, the Standstill Agreement and, in the case of Permitted
     Transferees of the Founder Parties, the Voting Agreement and is then
     subject to the rights and obligations that apply to the Liberty Parties, in
     the case of Permitted Transferees of a Liberty Party, or the Founder
     Parties, in the case of Permitted Transferees of a Founder Party. Any
     purported Transfer to a Permitted Transferee shall be void and ineffective
     as against both the transferring Liberty Party or Founder Party, and the
     Permitted Transferee, if the Permitted Transferee fails to become subject
     to this Agreement and subject to the rights and obligations of the
     transferring Liberty Party or Founder Party.

     (b)  A Founder Party or Liberty Party may pledge or grant a security
     interest in Subject Shares, or Rights to acquire Subject Shares, to a
     financial institution to secure a bona fide loan made to such Founder Party
     or Liberty Party, or in connection with a hedging transaction with a
     financial institution, without becoming obligated to deliver a First Offer
     Notice; provided that the lender or counter-party (i) may not become the
     registered holder of Subject Shares as a consequence thereof, (ii) agrees
     in writing with the pledging party (in an agreement which expressly
     provides that United and the non-pledging party (the Liberty Parties or the
     Founders, as applicable) are third-party beneficiaries thereof) that such
     secured party shall not foreclose upon or Transfer any Subject Shares
     pursuant to the exercise of its remedies with respect to such pledge or
     security interest unless it first complies with the provisions of Section 4
     as if it were a Liberty Party, in the case of a pledge of Subject Shares
     held by a Liberty Party, and the provisions of Section 5 as if it were a
     Founder Party, in the case of a pledge of Subject Shares held by a Founder
     Party, and, in either case, if the applicable offer is rejected or deemed
     rejected or the purchase and sale of the offered shares fail for

                                       11
<PAGE>

     any reason to occur, it converts the Subject Shares subject to such pledge
     or security interest into Class A Stock prior to such foreclosure or
     Transfer. Notwithstanding the foregoing reference to the provisions of
     Section 4 and 5, for pledges made to secure loans (or notional amounts in
     the case of hedging transactions) of less than $15 million, (1) the maximum
     election period shall be one (1) Business Day (rather than the Sixty-Day
     Election Period provided in Section 4 or the thirty-day Founder Election
     Period provided in Section 5) and (2) the closing of any purchase and sale
     of the pledged shares by the Liberty Parties or the Founders, as
     applicable, pursuant to the exercise of their first offer rights shall
     occur within three (3) Business Days of the delivery of a First Offer
     Notice by the secured party.

     (c)  Those pledges of common stock of Old United that were in effect on May
     25, 2001 and are identified on Appendix I hereto, and which apply to
     Subject Shares as of the date hereof, shall not be deemed to have been made
     in violation of the foregoing provisions of this Agreement, provided that
     the pledging parties use their best commercially reasonable efforts to
     obtain the agreement of the applicable lender or counter-party contemplated
     by Section 6(b).

SECTION 7.  Tag-Along Rights.

     (a)  If (i) (A) the Liberty Parties propose to Transfer Liberty Offered
     Shares representing a majority of the Class B and Class C Stock then
     Beneficially Owned by the Liberty Parties or, when taken together with all
     prior Transfers of such stock other than to a Permitted Transferee or the
     Founders and their Designated Purchasers, a number of shares equal to a
     majority of such stock Beneficially Owned by the Liberty Parties as of the
     date hereof, in either case pursuant to a Liberty Offer Notice or Liberty
     Offer Notices delivered in accordance with Section 4, (B) the Founders and
     their Designated Purchasers fail to purchase such Liberty Offered Shares
     and (C) the Liberty Parties propose to Transfer the Class A Stock obtained
     by the conversion of such Liberty Offered Shares to a Person other than a
     Permitted Transferee, or (ii) (A) the Founder Parties propose to Transfer
     Founder Offered Shares representing a majority of the Class B Stock then
     Beneficially Owned by all Founder Parties, or, when taken together with all
     prior Transfers of such stock other than to a Permitted Transferee or the
     Liberty Parties, a number of shares equal to a majority of such stock
     Beneficially Owned by the Founders and their Permitted Transferees as of
     the date hereof, in either case pursuant to a Founder Offer Notice or
     Founder Offer Notices delivered in accordance with Section 5, (B) the
     Liberty Parties fail to purchase such Founder Offered Shares and (C) the
     Founder Parties propose to Transfer such Founder Offered Shares to a Person
     other than a Permitted Transferee, the proposed transferor(s) (the
     "Transferor") must first deliver a notice (a "Tag-Along Notice") to the
     Founders, if the Transferor is one or more Liberty Parties, or to the
     Liberty Parties, if the Transferor is one or more Founder Parties, setting
     forth (w) the number of shares of Class A Stock or shares of Class B Stock
     proposed to be Transferred (which shall be the same as the number of
     Subject Shares subject to the applicable First Offer Notice), (x) the price
     per share of Class A Stock or per share of Class B Stock at which the
     shares of Class A Stock or shares of Class B Stock are proposed to be
     Transferred (which shall be equal to or greater than the price per share
     set forth in the applicable First Offer Notice), (y) all Liens and
     Restrictions to which the shares of Class A Stock or shares of Class B
     Stock proposed to be Transferred will be subject, and (z) whether the
     shares of Class A Stock or shares of Class B Stock proposed to be
     Transferred are to be sold for cash or other consideration and the other
     terms of the proposed Transfer.

     (b)  The Liberty Parties (if the Transferor is one or more Founder Parties)
     or the Founder Parties (if the Transferor is one or more Liberty Parties)
     (the applicable of the foregoing, the "Tag-Along Group") shall have the
     right (the "Tag-Along Right"), exercisable by written notice delivered to
     the Transferor not later than 15 Business Days following the date the
     Tag-Along Notice is given, to elect to Transfer up to an aggregate number
     of shares of Class B Stock and/or Class C Stock (and/or, if the Tag-Along
     Group consists of one or more Liberty Parties, Class A Stock) owned by the
     members of the Tag-Along Group equal to the number determined by
     multiplying the number of shares of Class B Stock (or Class A Stock if the
     Transferor is a Liberty Party) proposed to be transferred by the Transferor
     by a fraction the numerator of which is the number of shares of Class B
     Stock and

                                       12
<PAGE>

     Class C Stock (and, if the Tag-Along Group consists of one or more Liberty
     Parties, Class A Stock) then owned in the aggregate by the members of the
     Tag-Along Group and the denominator of which is the total number of shares
     of Class B Stock and Class C Stock then owned in the aggregate by the
     Transferor and the members of the Tag-Along Group (and, if the Tag-Along
     Group consists of one or more Liberty Parties, shares of Class A Stock then
     owned by members of the Tag-Along Group). The shares of Common Stock
     Transferred by the Liberty Parties pursuant to the exercise of a Tag-Along
     Right may include shares of Class A Stock, but only up to an aggregate
     number of shares of Class A Stock in any such Transfer equal to the number
     determined by multiplying the total number of shares of Common Stock that
     may be Transferred by the Liberty Parties pursuant to such Tag-Along Right
     (computed in accordance with the preceding sentence) by a fraction, the
     numerator of which is the number of shares of Class A Stock then owned in
     the aggregate by the Liberty Parties and the denominator of which is the
     total number of shares of Common Stock then owned in the aggregate by the
     Liberty Parties. The Tag-Along Right shall be allocated among the members
     of the Tag-Along Group by Liberty (in the case of the Liberty Parties) or
     the Controlling Principals (in the case of the Founder Parties). The number
     of shares to be Transferred by the Transferor shall be reduced by the
     number of shares to be sold by the parties to this Agreement that exercise
     Tag-Along Rights ("Exercising Holders").

     (c)  The terms on which any Transferor required to deliver a Tag-Along
     Notice actually Transfers its shares of Class B Stock or shares of Class A
     Stock shall not be more favorable, and shall include no more cash, than the
     terms on which Exercising Holders Transfer their shares of Common Stock.
     Exercising Holders may be required to make the same representations,
     warranties, covenants and agreements as are given by the Transferor in
     connection with any Transfer pursuant to this Section 7, but only insofar
     as they relate to such Exercising Holder's ownership of the Common Stock
     subject to the Transfer, are representations or warranties regarding the
     approval, authorization or enforceability of such action, or are covenants
     or agreements to the effect that such Exercising Holder will take such
     commercially reasonable actions as may be necessary for the Transfer to
     lawfully occur and which the Transferor has also agreed to take (other than
     any such actions which can reasonably be taken only by the Transferor).

If any Liberty Party or Founder Party exercises its Tag-Along Right, the
Transferor required to deliver a Tag-Along Notice shall cause the documents
relating to the Transfer of its shares of Class A Stock or shares of Class B
Stock to the proposed transferee to be amended so that such documents include as
parties the Exercising Holders, and so as to provide that the proposed
transferee shall acquire from such Exercising Holders the number of shares of
Common Stock held by such Exercising Holders as to which the Tag-Along Right has
been exercised. The closing of the sale of Common Stock by any Exercising Holder
pursuant to this Section 7 shall, to the extent legally practicable, take place
at the same time and place as the closing of the Transfer by any Transferor
giving rise to the Tag-Along Right. At such closing, (x) the Exercising Holders
shall deliver to the transferee certificates representing the Common Stock
subject to the Transfer, free and clear of any Lien or Restriction (if the
Transferor's shares are being transferred free and clear of any Lien or
Restriction) other than those created by this Agreement, another Transaction
Agreement, the Transferor or the transferee, (y) the transferee shall deliver to
the Exercising Holders the consideration to be paid for such Common Stock in
accordance with the terms of the purchase and sale of such Common Stock and of
the Common Stock of the Transferor, and (z) subject to the preceding paragraph,
the Exercising Holders shall execute such other documents and take such other
actions as are reasonably necessary to consummate the sale of such Common Stock
and are also being taken by the Transferor (other than any such actions as can
reasonably be taken only by the Transferor). Any shares of Class C Stock
Transferred to a transferee pursuant to this Section shall be converted
immediately prior to such Transfer to Class A Stock or, if then permissible
under the United Charter, Class B Stock.

Any purported Transfer of Common Stock in violation of this Section 7 shall be
void and ineffective as against both the Transferor and the proposed transferee.

                                       13
<PAGE>

SECTION 8.  Drag-Along Rights.

     (a)  If (A) the Founder Parties propose to Transfer Founder Offered Shares
     in an amount equal to the greater of (1) a number of shares that represents
     a majority of the Class B Stock then Beneficially Owned by all Founders and
     their Permitted Transferees or (2) a number of shares that, when taken
     together with all shares of Class B Stock previously Transferred to Persons
     other than Permitted Transferees or the Liberty Parties, represents a
     majority of the Class B Stock Beneficially Owned by the Founders and their
     Permitted Transferees as of the date hereof, in either case, pursuant to a
     Founder Offer Notice or Founder Offer Notices delivered in accordance with
     Section 5, (B) the Liberty Parties fail to purchase such Founder Offered
     Shares and (C) the Founder Parties propose to Transfer such Founder Offered
     Shares to an unaffiliated third party that is not a Permitted Transferee,
     then the Controlling Principals may deliver a notice (a "Drag-Along
     Notice") to the Liberty Parties setting forth (w) the number of shares of
     Class B Stock proposed to be Transferred (which shall be the same as the
     number of Subject Shares subject to the applicable Founder Offer Notice),
     (x) the price per share at which the shares of Class B Stock are proposed
     to be Transferred (which shall be equal to or greater than the price per
     share set forth in the applicable Founder Offer Notice), (y) all Liens and
     Restrictions to which the shares of Class B Stock proposed to be
     Transferred will be subject, and (z) whether the Class B Stock proposed to
     be Transferred is to be sold for cash or other consideration and the other
     terms of the proposed Transfer.

     (b)  Upon receipt of a Drag-Along Notice, the Liberty Parties will be
     required to Transfer to the proposed transferee, at the Liberty Parties'
     election, (i) all shares of Class B Stock and Class C Stock Beneficially
     Owned by the Liberty Parties as to which they have dispositive power, (ii)
     all shares of Common Stock Beneficially Owned by the Liberty Parties as to
     which they have dispositive power or (iii) the Proportionate Number of
     Shares Beneficially Owned by the Liberty Parties (and, in the case of a
     Transfer pursuant to this clause (iii), such Proportionate Number of Shares
     Beneficially Owned by the Liberty Parties shall be comprised of shares of
     Common Stock of each class in the same relative proportions as the Liberty
     Parties' aggregate Beneficial Ownership of each such class bears to the
     Liberty Parties' aggregate Beneficial Ownership of Common Stock of all
     classes); provided, however, that if, in connection with the proposed
     Transfer by the Founders, Mr. Gene W. Schneider, G. Schneider Holdings,
     Co., a Colorado limited partnership, The Gene W. Schneider Family Trust,
     Mr. Mark L. Schneider and The MLS Family Partnership LP propose to Transfer
     to the proposed transferee all shares of Common Stock Beneficially Owned by
     them, which shares of Common Stock include shares of Class B Stock
     representing at least 40% of the greater of (x) the number of shares of
     Class B Stock Beneficially Owned by them in the aggregate as of the date
     hereof and (y) the number of shares of Class B common stock of Old United
     Beneficially Owned by them in the aggregate as of June 25, 2000, in each
     case appropriately adjusted for stock splits, stock dividends and other
     similar events, then the Liberty Parties will be required to Transfer to
     the proposed transferee all shares of Common Stock Beneficially Owned by
     them as to which they have dispositive power.

     (c)  The Liberty Parties may require that any Transfer with respect to
     which the Founders exercise their Drag-Along Rights be structured as a
     transaction in which all holders of Class B Stock and Class C Stock are
     treated equally with respect to all shares of Common Stock being
     transferred and that is a tax-free transaction for the Liberty Parties.

     (d)  Upon exercise by the Founders of Drag-Along Rights, the terms on which
     the Liberty Parties actually Transfer their Common Stock shall not be less
     favorable, and (subject to clause (c) above) shall not include less cash,
     than the terms on which the Founder Parties Transfer their Class B Stock.
     The Liberty Parties may be required to make the same representations,
     warranties, covenants and agreements as are given by the Founder Parties in
     connection with any Transfer pursuant to this Section 8, but only insofar
     as they relate to the Liberty Parties' ownership of the Common Stock
     subject to the Transfer, are representations or warranties regarding
     approval, authorization or enforceability of such action, or are covenants
     or agreements to the effect that the Liberty Parties will take such
     commercially reasonable actions as may be necessary for the Transfer to
     lawfully occur and

                                       14
<PAGE>

     which the Founder Parties have also agreed to take (other than any such
     action which can reasonably be taken only by the Founders).

Upon exercise by the Founders of Drag-Along Rights, the Founders shall cause the
documents relating to the Transfer of their Class B Stock to the proposed
transferee to be amended so that such documents include as parties the Liberty
Parties, and so as to provide that the proposed transferee shall acquire from
the Liberty Parties the number of shares of Common Stock determined in
accordance with Section 8(b). Except as otherwise required in order to satisfy
Section 8(c), the closing of the sale of Common Stock by the Liberty Parties
pursuant to this Section 8 shall, to the extent legally practicable, take place
at the same time and place as the closing of the Transfer by the Founder
Parties. At such closing, (x) the Liberty Parties shall deliver to the
transferee certificates representing the Common Stock subject to the Transfer,
free and clear of any Lien or Restriction (if the Founder Parties' shares are
being transferred free and clear of any Lien or Restriction) other than those
created by this Agreement, any other Transaction Agreement or the transferee,
(y) the transferee shall deliver to the Liberty Parties the consideration to be
paid for such Common Stock in accordance with the terms of the purchase and sale
of such Common Stock and of the Class B Stock of the Founder Parties, and (z)
subject to the preceding paragraph, the Liberty Parties shall, to the same
extent as the Founder Parties with respect to the Class B Stock being
transferred by them, execute such other documents and take such other
commercially reasonable actions as may be necessary to consummate the sale of
such Common Stock (other than any such action which can reasonably be taken only
by the Founders). Any shares of Class C Stock Transferred to a transferee
pursuant to this Section 8 shall be converted immediately following such
Transfer to Class A Stock or, if (i) then permissible under the United Charter
or (ii) such conversion would not result in a "Change of Control" pursuant to
the Current Indentures as then in effect, Class B Stock.

SECTION 9.  All Shares.

All Equity Securities at any time Beneficially Owned by the Liberty Parties or
the Founders or any of their Permitted Transferees shall be subject to the terms
of this Agreement.

SECTION 10.  Exchange of Shares.

     (a)  United will, on request of Liberty and subject to applicable Law and
     listing requirements, permit any Liberty Party or its Affiliates to
     exchange any shares of Class A Stock or Class B Stock Beneficially Owned by
     such Liberty Party or Affiliate for shares of Class C Stock or, following
     the conversion of the Class C Stock, Class B Stock on a one-for-one basis.

     (b)  United will, on request of Liberty and subject to applicable Law and
     listing requirements, permit any Liberty Party or its Affiliates to
     exchange capital stock of UPC (or capital stock of any other Affiliate of
     United (including, for purposes of this Section 10, any Person in which
     United, directly or indirectly, Beneficially Owns 50% or more of the equity
     securities, without regard to voting power in the election of directors))
     Beneficially Owned by such Liberty Party or Affiliate (which shares were
     acquired from UPC or such Affiliate) for shares of Class C Stock or,
     following the conversion of the Class C Stock, Class B Stock on the basis
     provided in subsection (c) of this Section 10 and otherwise on such basis
     as Liberty and United may agree, including the receipt of required fairness
     opinions. United will use commercially reasonable efforts to structure any
     such exchange so that it is tax-free to Liberty.

     (c)  Without limiting the generality of the foregoing, at any time and from
     time to time after the occurrence of an event that, upon the giving of
     notice by UPC would entitle UPC to convert the shares of its Series 1
     Convertible Preference Shares A ("UPC Convertible Shares") Beneficially
     Owned by Liberty into ordinary shares of UPC ("UPC Ordinary Shares") (i)
     Liberty will have the right to put all or any portion of the UPC
     Convertible Shares or the UPC Ordinary Shares received on conversion or
     redemption of the UPC Convertible Shares or on exercise of warrants to
     United in exchange for shares of Class C Stock, or, following the
     conversion of the Class C Stock, Class B Stock, valued at the Agreed United
     Per Share Value (as defined in (and determined in accordance

                                       15
<PAGE>

     with) Schedule 10(c) to this Agreement, except that any values ascribed to
     United's direct or indirect investment in UPC Ordinary Shares and UPC
     Convertible Shares shall not exceed the values ascribed to such securities
     pursuant to the following sentence), and (ii) provided such exchange is
     tax-free to Liberty, United will have the right to call such UPC
     Convertible Shares or UPC Ordinary Shares from Liberty in exchange for
     shares of Class C Stock, or, following the conversion of the Class C Stock,
     Class B Stock, valued at the Average Market Price (as defined in the Merger
     Agreement) of the Class A Stock. For purposes of such put or call: (A) the
     value of UPC Convertible Shares will be as agreed by Liberty and United or,
     subject to Section 10(d), if they have not agreed on such value within ten
     days after the date notice of exercise of a put or call is given, as
     determined by an independent investment banking firm selected by the
     parties taking into account, among other things, the average closing sale
     price of the UPC Ordinary Shares for the period of 20 trading days
     preceding the date of such notice, and (B) UPC Ordinary Shares will be
     valued at the Average Market Price (as defined in the Merger Agreement) of
     the UPC Ordinary Shares as of the date notice of exercise of a put or call
     is given. If Liberty elects to exercise a put, United will use commercially
     reasonable efforts to structure the exchange transaction so that it is
     tax-free to Liberty.

     (d)  If Liberty and United are unable to agree on the value of UPC
     Convertible Shares and are unable to agree on the selection of an
     investment banking firm to make such determination within the ten day
     period provided in Section 10(c)(A), then either party may select such
     investment banking firm by delivering written notice of such selection to
     the other party at any time after the expiration of such ten day period;
     provided however, that if the party receiving such a notice, within ten
     days after the receipt thereof, delivers written notice to the other party
     designating an alternate investment banking firm, then the two investment
     banking firms identified by the parties shall select a third investment
     banking firm, which shall determine the value of the UPC Convertible Shares
     as contemplated by Section 10(c)(A).

SECTION 11.  Endorsement of Certificates.

     (a)  United shall endorse upon the certificate for each of the Equity
     Securities Beneficially Owned by the Liberty Parties and the Founders a
     legend substantially the same as the following legend:

        "The securities represented by this certificate are subject to a
        [Stockholders Agreement and a Standstill Agreement [in the case of such
        securities held by Liberty Parties]], a [Stockholders Agreement and a
        Voting Agreement [in the case of such securities held by Founders]],
        each dated as of                     , 2002, copies of which are
        available from UnitedGlobalCom, Inc. upon request, and any sale, pledge,
        hypothecation, transfer, assignment or other disposition of such
        securities is subject to such Stockholders Agreement and [Standstill
        Agreement] [Voting Agreement]."

     (b)  Upon surrender to United of any certificate representing any Equity
     Securities or Rights disposed of by a Liberty Party or any Affiliate of a
     Liberty Party in a transaction described in Section 5(a)(ii) or (v) of the
     Standstill Agreement or in clause (ii), (iii) or (iv) of the definition of
     Transfer in Section 1, United shall promptly cause to be issued (i) to the
     transferee or transferees of such Equity Securities or Rights one or more
     certificates without the legend set forth in Section 11(a) and (ii) to the
     holder of Equity Securities or Rights represented by such certificates so
     surrendered one or more certificates representing such Equity Securities or
     Rights, if any, as shall not have been so disposed of, with the legend set
     forth in Section 11(a). Upon termination of this Agreement pursuant to
     Section 13 and the surrender to United of any certificate representing
     Equity Securities or Rights, United shall cause to be issued to the holder
     of such Equity Securities or Rights one or more certificates without the
     legend set forth in Section 11(a).

                                       16
<PAGE>

SECTION 12.  Representations and Warranties.

Each of the Liberty Parties, on the one hand, and the Founders and United, on
the other, severally and not jointly, represent and warrant to each other as of
the date of this Agreement as follows:

     (a)  Such party has the right, power, legal capacity and authority to enter
     into and perform such party's obligations under this Agreement, and this
     Agreement constitutes such party's valid and binding obligation,
     enforceable against such party in accordance with its terms, subject, as to
     enforceability, to applicable bankruptcy, insolvency, fraudulent
     conveyance, reorganization, moratorium and similar laws affecting
     creditor's rights and remedies generally, and to general principles of
     equity, including principles of commercial reasonableness, good faith and
     fair dealing (regardless of whether enforcement is sought in a proceeding
     at law or in equity).

     (b)  Such party has obtained all authorizations, permits, approvals or
     consents of any Persons, as well as all authorizations, permits, approvals
     or consents of any Governmental Authorities, necessary to enter into and
     perform such party's obligations under this Agreement, except as would not,
     individually or in the aggregate, materially adversely affect such party's
     ability to perform its obligations under this Agreement.

     (c)  Such party is the lawful and Beneficial Owner of record of the Equity
     Securities set forth opposite such party's name in Appendix I, free and
     clear of any Lien or Restriction, except for those created by this
     Agreement or any other Transaction Agreement, or as otherwise set forth in
     Appendix I. In the case of a Founder, the number of equity securities of
     Old United Beneficially Owned by such party as of June 25, 2000 is also set
     forth on Appendix I.(1)

     (d)  This Agreement and the transactions it contemplates do not conflict
     with any applicable Law or any agreement to which such party is a party or
     constitute a default under any such agreement, except as would not,
     individually or in the aggregate, materially adversely affect such party's
     ability to perform its obligations under this Agreement.

SECTION 13.  Term and Termination.

     (a) The Liberty Parties' covenants set forth in Section 3(a), the parties'
     obligation to issue a Tag-Along Notice pursuant to Section 7 and the
     Founder Parties' right to issue a Drag-Along Notice pursuant to Section 8
     of this Agreement will terminate on June 25, 2010, unless this Agreement is
     earlier terminated in its entirety as described in this Section 13.

     (b)  This Agreement shall terminate as to any Liberty Party or Founder (but
     not as to any Designated Purchaser) the voting power of whose Beneficially
     Owned Equity Securities (together with that of its Permitted Transferees
     (which for this purpose will not include another Founder or Permitted
     Transferee of another Founder) and Controlled Affiliates) is reduced to 10%
     or less of the voting power of equity securities in Old United that such
     Liberty Party or Founder (together with its Permitted Transferees (which
     for this purpose will not include another Founder or Permitted Transferee
     of another Founder) and Controlled Affiliates) Beneficially Owned as of
     June 25, 2000. Notwithstanding the parentheticals in the preceding
     sentence, for purposes of this Section 13(b), Mr. Gene W. Schneider shall
     be deemed to Beneficially Own all Equity Securities Beneficially Owned by
     Mr. Mark L. Schneider, and Mr. Mark L. Schneider shall be deemed to
     Beneficially Own all Equity Securities Beneficially Owned by Mr. Gene W.
     Schneider. For purposes of this Section 13, the voting power of outstanding
     shares of Class C Stock, if any, shall be calculated as if such shares had
     been converted into Class B Stock.

     (c)  This Agreement (other than Section 11(b)) shall terminate in its
     entirety on the first to occur of (a) such time as (i) all of the Founders
     and their Permitted Transferees that are parties to this Agreement as a
     group or (ii) Mr. Gene W. Schneider, Mr. Mark L. Schneider and their
     Permitted Transferees (which for this purpose will not include another
     Founder or Permitted Transferee of

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

(1) Appendix I should be updated to reflect this information.

                                       17
<PAGE>

     another Founder) that are parties to this Agreement as a group, no longer
     Beneficially Own a number of shares of Class B Stock equal to at least 40%
     of the greater of (x) the number of shares of Class B Stock Beneficially
     Owned by them in the aggregate as of the date hereof and (y) the number of
     shares of Class B common stock of Old United Beneficially Owned by them in
     the aggregate as of June 25, 2000, in each case appropriately adjusted for
     stock splits, stock dividends and other similar events, provided that for
     purposes of calculating such ownership, any Class B Stock transferred by
     such Person to a Liberty Party shall be deemed to continue to be owned, or
     (b) the consummation of a Transfer (whether in a single transaction or in
     one or more related transactions) by the Founders and their Permitted
     Transferees that are parties to this Agreement of shares of Class B Stock
     that represent at least a majority of the aggregate amount of Class B Stock
     then Beneficially Owned by them or that, when taken together with all
     shares of Class B Stock previously Transferred to Persons other than
     Permitted Transferees, represent a majority of the Class B Stock
     Beneficially Owned by the Founders and their Permitted Transferees as of
     the date hereof, whether to one or more Liberty Parties or to one or more
     unaffiliated third parties. For purposes of this Section 13, "Founders"
     means Gene W. Schneider, Mark L. Schneider, Curtis Rochelle and Albert M.
     Carollo, Sr.

SECTION 14.  Remedies.  Each of the parties acknowledges and agrees that in the
event of any breach of this Agreement, the nonbreaching party would be
irreparably harmed and could not be made whole by monetary damages. Accordingly,
the parties to this Agreement, in addition to any other remedy to which they may
be entitled hereunder or at law or in equity, shall be entitled to compel
specific performance of this Agreement.

SECTION 15.  Notices.  All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing, shall be deemed
to have been duly given when delivered personally or, sent by telecopy, or
recognized service providing for guaranteed delivery, addressed as follows:

     (a)  If to the Founders, to:

          UnitedGlobalCom, Inc.
          4643 South Ulster Street
          Suite 1300
          Denver, Colorado 80237
          Attention: President
          Fax: 303/770-4207

        with copies to:

          UnitedGlobalCom, Inc.
          4643 South Ulster Street
          Suite 1300
          Denver, Colorado 80237
          Attention: General Counsel
          Fax: 303/770-4207

        and

          Holme Roberts & Owen LLP
          1700 Lincoln Street
          Suite 4100
          Denver, Colorado 80203
          Attention: W. Dean Salter, Esq.
          Fax: 303/866-0200

                                       18
<PAGE>

     (b)  If to the Liberty Parties, to:

          Liberty Media Corporation
          12300 Liberty Blvd.
          Englewood, Colorado 80112
          Attention: President
          Fax: 720/875-5382

        with a copy to:

          Liberty Media Corporation
          12300 Liberty Blvd.
          Englewood, Colorado 80112
          Attention: Elizabeth M. Markowski, Esq.
          Fax: 720/875-5858

          Baker Botts LLP
          599 Lexington Avenue
          New York, New York 10022
          Attention: Robert W. Murray, Esq.
          Fax: 212/705-5125

Liberty and the Controlling Principals shall be responsible for distributing any
notices they receive to the Liberty Parties and Founder Parties, respectively,
as necessary, as well as for supplying each other with any changes in the
addresses or telecopy numbers set forth in this Section 15. All notices,
requests, demands, waivers and communications shall be deemed to have been given
on the date of delivery or on the first Business Day after overnight delivery
was guaranteed by a recognized delivery service, except that any change of
address shall be effective only upon actual receipt. Written notice given by
telecopy shall be deemed effective when confirmation is received by the sending
party. Delivery shall be deemed to have been made to each Founder on the date
that delivery is made to United at the address specified above (as it may be
changed as provided herein). Delivery shall be deemed to have been made to each
Liberty Party on the date that delivery is made to Liberty at the address
specified above (as it may be changed as provided herein).

SECTION 16.  Entire Agreement.  This Agreement, together with the other
Transaction Agreements and the Merger Agreement, contains all the terms and
conditions agreed upon by the parties hereto regarding the subject matter hereof
and thereof, and no other agreements, oral or otherwise, regarding the subject
matter hereof shall have any effect unless in writing and executed by the
parties after the date of this Agreement.

SECTION 17.  Applicable Law, Jurisdiction; Waiver of Jury Trial.  This Agreement
shall be governed by Colorado law without regard to conflicts of law rules. The
parties hereby irrevocably submit to the jurisdiction of any Colorado State or
United States Federal court sitting in Colorado, and only a State or Federal
Court sitting in Colorado will have any jurisdiction over any action or
proceeding arising out of or relating to this Agreement or any agreement
contemplated hereby, and the undersigned hereby irrevocably agree that all
claims in respect of such action or proceeding shall be heard and determined in
such State or Federal court. The undersigned further waive any objection to
venue in such State and any objection to any action or proceeding in such State
on the basis of a non-convenient forum. Each party hereby IRREVOCABLY WAIVES ANY
RIGHT TO A TRIAL BY JURY in any proceeding brought with respect to this
Agreement or the transactions contemplated hereby.

SECTION 18.  Headings.  The headings in this Agreement are for convenience only
and are not to be considered in interpreting this Agreement.

SECTION 19.  Counterpart Execution.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which will constitute a single agreement.

                                       19
<PAGE>

SECTION 20.  Parties in Interest.  Nothing in this Agreement, express or
implied, is intended to confer upon any Person other than the parties hereto and
their permitted successors and assigns, any benefits, rights or remedies. Except
as contemplated by the definitions of "Liberty" or "Transfer," neither this
Agreement nor the rights or obligations of any party may be assigned or
delegated (other than to a Permitted Transferee that becomes a party hereto in
accordance with the terms hereof) by operation of law or otherwise without the
prior written consent of Liberty and Controlling Principals.

SECTION 21.  Severability.  The invalidity or unenforceability of any provision
of this Agreement in any application shall not affect the validity or
enforceability of such provision in any other application or the validity or
enforceability of any other provision.

SECTION 22.  Waivers and Amendments.  No waiver of any provision of this
Agreement shall be deemed a further or continuing waiver of that provision or a
waiver of any other provision of this Agreement. This Agreement may not be
amended except in a writing signed by Liberty, United and Controlling
Principals. United may waive its rights under this Agreement only with the prior
approval of a majority of the Board.

SECTION 23.  Interpretation.  As used herein, except as otherwise indicated
herein or as the context may otherwise require, the words "include," "includes"
and "including" are deemed to be followed by "without limitation" whether or not
they are in fact followed by such words or words of like import; the words
"hereof," "herein," "hereunder" and comparable terms refer to the entirety of
this Agreement, including the Appendix hereto, and not to any particular
article, section or other subdivision hereof or Appendix hereto; any pronoun
shall include the corresponding masculine, feminine and neuter forms; the
singular includes the plural and vice versa; references to any agreement or
other document are to such agreement or document as amended and supplemented
from time to time; references to any statute or regulation are to it as amended
and supplemented from time to time, and to any corresponding provisions of
successor statutes or regulations; references to "Article," "Section" or another
subdivision or to an "Appendix" are to an article, section or subdivision hereof
or an "Appendix" hereto; and all references to "the date hereof," "the date of
this Agreement" or similar terms (but excluding references to the date of
execution hereof) refer to the date first above written, notwithstanding that
the parties may have executed this Agreement on a later date. Any reference
herein to a "day" or number of "days" (without the explicit qualification of
"Business") shall be deemed to refer to a calendar day or number of calendar
days. If any action or notice is to be taken or given on or by a particular
calendar day, and such calendar day is not a Business Day, then such action or
notice may be taken or given on the next succeeding Business Day.

SECTION 24.  Rules of Construction.  The parties hereto agree that they have
been represented by counsel during the negotiation, preparation and execution of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.

                                       20
<PAGE>

                    [Signature pages and Appendix I omitted]

<PAGE>

                                                                  SCHEDULE 10(c)

1.  The "Agreed United Per Share Value" for purposes of Section 10(c) of the
Agreement shall be equal to the SOP Value of United, determined in accordance
with the terms of the following paragraphs.

2.  Promptly following the date notice is given of the exercise of a put
pursuant to Section 10(c), Liberty and United shall negotiate in good faith to
determine the SOP Value of United.

3.  (a) If within ten days following the date notice of an exercise of a put
pursuant to Section 10(c) is given (or such longer period as Liberty and United
may agree) Liberty and United have not agreed upon the SOP Value of United, the
determination of such SOP Value shall be determined in accordance with the
appraisal procedures set forth in this paragraph 3.

(b)  No later than the fifteenth day after the expiration of the ten-day (or
longer) period referred to in paragraph 3(a) (the "Selection Date"), Liberty and
United shall each notify the other of the nationally recognized investment
banking firm (an "Appraiser") selected by it to determine the SOP Value of
United (unless prior thereto the parties have jointly selected an Appraiser). If
either party fails to select or timely notify the other party of its selection
of an Appraiser, then the determination of the SOP Value of United shall be made
by the Appraiser selected by the other party. Each Appraiser shall deliver a
written report (the "Appraisal Report") to Liberty and United setting forth such
Appraiser's determination of the SOP Value of United within 20 days of the
Selection Date.

(c)  If there is only one Appraiser, the SOP Value of United shall be deemed to
be the SOP Value as determined by such Appraiser. If there are two Appraisers,
and if the higher of the Appraisers' respective determinations of such SOP Value
is not more than 120% of the lower of such determinations, then the SOP Value of
United shall be equal to the average of such two determinations. If the higher
of the respective determinations of such SOP Value is more than 120% of the
lower of such determinations, then the two Appraisers shall jointly select a
third Appraiser within five days following the date on which the last of the two
Appraisal Reports was delivered, and each such Appraiser shall furnish the third
Appraiser with its work product used in preparing its Appraisal Report;
provided, however, that if the first two Appraisers have not selected the third
Appraiser within 10 days, either Liberty or United may cause the American
Arbitration Association of New York to appoint such third Appraiser. Such third
Appraiser shall deliver its Appraisal Report of its determination of the SOP
Value of United within 20 days of its appointment, and in such case such SOP
Value shall be equal to the average of the two closest determinations; provided,
however, that if the difference between the highest and middle determinations is
no more than 105% and no less than 95% of the difference between the middle and
lowest determinations, then the SOP Value of United shall be equal to such
middle determination. For these purposes, if any such Appraiser expresses its
determination of the SOP Value of United as a range of values, such Appraiser's
determination of such SOP Value shall be deemed to be the midpoint of such range
of values. The determination of the SOP Value of United in accordance with the
provisions of this Schedule 10(c) shall be final, binding and conclusive, in the
absence of manifest error.

(d)  Each of Liberty and United shall use its commercially reasonable efforts to
cause its designated Appraiser to timely deliver its Appraisal Report, If,
pursuant to the foregoing procedures, a third determination is required, each of
Liberty and United shall use its commercially reasonable efforts to cause its
designated Appraiser to promptly take all actions necessary for the joint
selection by such two Appraisers of the third Appraiser and to promptly make
available to such third Appraiser the work product of such Appraiser relating to
its determination of the SOP Value of United and shall also take all reasonable
actions that are necessary in order to cause such third Appraiser to timely
deliver its Appraisal Report.

(e)  All fees and expenses of any Appraiser conducting an appraisal in
accordance with this Schedule 10(c) shall be paid by the party or parties
retaining such Appraiser. If a single Appraiser or a third Appraiser is retained
pursuant to this Schedule 10(c), the fees and expenses of such Appraiser shall
be split equally between Liberty and United.

<PAGE>

4.  For purposes of this Schedule 10(c), the "SOP Value" of United shall be
equal to a sum-of-the-parts valuation of such Person on a per share basis. For
purposes of such sum-of-the-parts valuation (i) any publicly traded capital
stock held by United, directly or indirectly through a wholly-owned Subsidiary
(as defined in the Merger Agreement), shall be deemed to have a value equal to
the Average Market Price (as defined in the Merger Agreement) of such capital
stock on the relevant date of determination and (ii) any non-publicly traded
interest in any business held by United (a "Non-Public Interest") shall be
deemed to have a value equal to the price (on an equity-value basis and net of
taxes if a taxable sale is assumed), on the relevant date of determination, that
a willing buyer having full knowledge of all relevant facts would pay to buy
such Non-Public Interest in a single arm's-length transaction in which neither
party is under any compulsion to sell or buy and no other consideration is paid
or business relationships entered into.

<PAGE>

                                                                     EXHIBIT 7.8

                                    FORM OF
                                VOTING AGREEMENT

This Voting Agreement (this "Agreement") dated as of
               , 2002, is entered into among New UnitedGlobalCom, Inc., a
Delaware corporation that upon the effectiveness of the Merger described under
"Background" below will be renamed UnitedGlobalCom, Inc. ("United"), and each of
the Persons indicated as a "Founder" on the signature pages hereto.

                                   BACKGROUND

The Founders are currently the beneficial owners of Class B Common Stock, par
value $.01 per share ("Old United Class B Common Stock"), of UnitedGlobalCom,
Inc., a Delaware corporation ("Old United"). Pursuant to certain transactions
described in the Amended and Restated Agreement and Plan of Restructuring and
Merger, dated as of December 31, 2001 (the "Merger Agreement"), among Old
United, United, United/New United Merger Sub, Inc., a Delaware corporation
("Merger Sub"), Liberty Media Corporation, a Delaware corporation ("Liberty
Media"), Liberty Media International, Inc., a Delaware corporation, Liberty
Global, Inc., a Delaware corporation, ("Liberty Global") and the Founders, prior
to the merger (the "Merger") of Merger Sub with and into Old United, the
Founders will cause their shares of Old United Class B Common Stock to be
contributed to United in exchange for an equal number of shares of the Class B
Common Stock, par value $0.01 per share, of United ("Class B Common Stock"). It
is a condition to the consummation of the transactions contemplated by the
Merger Agreement, including without limitation the Merger, that United and the
Founders each execute and deliver this Agreement.

United and the Founders wish to set forth certain agreements regarding the
manner of the election of the Board of Directors of United that will become
effective immediately upon the effectiveness of a Class B Event provided that
such Class B Event occurs prior to the earlier of June 25, 2010 or the
termination of the Stockholders Agreement in its entirety.

                                   AGREEMENT

In consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

SECTION 1.  Certain Definitions.  In this Agreement, the following terms shall
have the following meanings:

     Agreement.  As defined in the preamble.

     Board.  The Board of Directors of United.

     Class A Common Stock.  The Class A Common Stock, par value $0.01 per share,
     of United.

     Class B Common Stock.  As defined under "Background" on the first page of
     this Agreement.

     Class B Event.  As defined in the Certificate of Incorporation of United,
     as in effect immediately following the Merger.

     Class C Common Stock.  The Class C Common Stock, par value $0.01 per share,
     of United.

     Common Stock.  The Class A Common Stock, the Class B Common Stock and the
     Class C Common Stock.

                                       1
<PAGE>

     Controlling Principals.  Founders who are Principals and who hold a
     majority of the aggregate voting power of all Equity Securities held by the
     Founders who are Principals.

     Effective Date.  The first date on which any Class B Event occurs if such
     Class B Event occurs prior to the first to occur of June 25, 2010 and the
     termination of the Stockholders Agreement in its entirety.

     Equity Securities.  The Common Stock and any other securities hereafter
     issued by United that are entitled to vote generally in the election of
     directors.

     Founder Director.  As defined in Section 2(a).

     Founders.  As defined in the Stockholders Agreement.

     Liberty.  Liberty Media and any successor (by merger, consolidation,
     transfer or otherwise) to all or substantially all of its assets.

     Liberty Director.  As defined in Section 2(a).

     Liberty Global.  As defined under "Background" on the first page of this
     Agreement.

     Liberty Media.  As defined under "Background" on the first page of this
     Agreement.

     Liberty Parties.  As defined in the Stockholders Agreement.

     Merger.  As defined under "Background" on the first page of this Agreement.

     Merger Agreement.  As defined under "Background" on the first page of this
     Agreement.

     Merger Sub.  As defined under "Background" on the first page of this
     Agreement.

     Old United.  As defined under "Background" on the first page of this
     Agreement.

     Old United Class B Common Stock.  As defined under "Background" on the
     first page of this Agreement.

     Permitted Transferee.  As defined in the Stockholders Agreement.

     Person.  Any individual, firm, corporation, partnership, limited
     partnership, limited liability company, trust, joint venture or other legal
     entity, and shall include any successor (by merger or otherwise) of such
     entity.

     Principal.  Any of Albert M. Carollo, Curtis Rochelle, Marian Rochelle,
     Rochelle Investments, Ltd (so long as it is controlled by Curtis or Marian
     Rochelle), Gene W. Schneider, G. Schneider Holdings, Co. (so long as it is
     controlled by Gene W. Schneider), Janet S. Schneider and Mark L. Schneider.

     Stockholders Agreement.  The Stockholders Agreement dated as of the date
     hereof among United, the Liberty Parties and the Founders.

     Termination Date.  As defined in Section 3.

     United.  As defined in the preamble.

SECTION 2.  Founder Voting Obligation.

     (a)  Commencing immediately upon the Effective Date, (i) the Controlling
     Principals shall have the right to nominate four members of the Board or,
     if greater, such number of members of the Board (rounded up to the next
     whole number) equal to 33 1/3% of the then-authorized number of members of
     the Board (each such nominee, a "Founder Director"), (ii) pursuant to the
     Standstill Agreement, the Liberty Parties will have the right to nominate
     four members of the Board or, if greater, such number of members of the
     Board (rounded up to the next whole number) equal to 33 1/3% of the then-
     authorized number of members of the Board (each such nominee, a "Liberty
     Director"), and (iii) the Board shall nominate the remaining members of the
     Board.

                                       2
<PAGE>

     (b)  Each Founder and its Permitted Transferees shall vote or cause to be
     voted all Equity Securities owned by them (or with respect to which such
     Founder or Permitted Transferee has the right to vote or direct the voting)
     for the election to the Board of those persons nominated in accordance with
     this Section 2 and will not seek the removal of any director (other than a
     Founder Director) except for cause; provided that, if the Liberty Parties
     request that the Controlling Principals vote in favor of the removal of any
     Liberty Director, the Controlling Principals will vote or cause to be voted
     all Equity Securities owned by them (or with respect to which they have the
     right to vote or direct voting) in favor of the removal of such Liberty
     Director.

     (c)  United shall take all necessary or desirable action (including,
     without limitation, nominations of the Founder Directors) in order to cause
     the Board to have the constituency provided for in Section 2(a) and to give
     effect to this Section 2(c). The Controlling Principals shall have the
     right to nominate persons to fill any vacancy on the Board created by the
     resignation, removal, incapacity or death of any Founder Director. Pursuant
     to the Standstill Agreement, Liberty shall have the right to nominate
     persons to fill any vacancy on the Board created by the resignation,
     removal, incapacity or death of any Liberty Director.

SECTION 3.  Termination.  This Agreement shall terminate in its entirety on the
first to occur of June 25, 2010 and the date that the Stockholders Agreement is
terminated in its entirety (the date upon which the first of such events occurs,
the "Termination Date").

SECTION 4.  Applicable Law, Jurisdiction.  This Agreement shall be governed by
Colorado law without regard to conflicts of law rules. The parties hereby
irrevocably submit to the exclusive jurisdiction of any Colorado State or United
States Federal court sitting in Colorado over any action or proceeding arising
out of or relating to this Agreement or any agreement contemplated hereby, and
the undersigned hereby irrevocably agree that all claims in respect of such
action or proceeding shall be heard and determined in such State or Federal
court. The undersigned further waive any objection to venue in such State and
any objection to any action or proceeding in such State on the basis of a
non-convenient forum. Each party hereby IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL
BY JURY in any proceeding brought with respect to this Agreement or the
transactions contemplated hereby.

SECTION 5.  Remedies.  Each of the parties acknowledges and agrees that in the
event of any breach of this Agreement, the nonbreaching party would be
irreparably harmed and could not be made whole by monetary damages. Accordingly,
the parties to this Agreement, in addition to any other remedy to which they may
be entitled hereunder or at law or in equity, shall be entitled to compel
specific performance of this Agreement.

SECTION 6.  Headings.  The headings in this Agreement are for convenience only
and are not to be considered in interpreting this Agreement.

SECTION 7.  Counterpart Execution.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but all of which will
constitute a single agreement.

SECTION 8.  Parties in Interest.  Nothing in this Agreement, express or implied,
is intended to confer upon any Person other than the parties hereto and their
Permitted Transferees, and their permitted successors and assigns any benefits,
rights or remedies, except that Liberty is an intended beneficiary of this
Agreement. Neither this Agreement nor the rights or obligations of any party may
be assigned or delegated (other than to a Permitted Transferee in accordance
with the terms of the Stockholders Agreement) by operation of law or otherwise
without the prior written consent of the Controlling Principals and United.

SECTION 9.  Severability.  The invalidity or unenforceability of any provision
of this Agreement in any application shall not affect the validity or
enforceability of such provision in any other application or the validity or
enforceability of any other provision.

SECTION 10.  Interpretation.  As used herein, except as otherwise indicated
herein or as the context may otherwise require, the words "include," "includes"
and "including" are deemed to be followed by "without

                                        3
<PAGE>

limitation" whether or not they are in fact followed by such words or words of
like import; the words "hereof," "herein," "hereunder" and comparable terms
refer to the entirety of this Agreement and not to any particular section
hereof; any pronoun shall include the corresponding masculine, feminine and
neuter forms; the singular includes the plural and vice versa; references to any
agreement or other document are to such agreement or document as amended and
supplemented from time to time; references to "Section" or another subdivision
are to a section or subdivision hereof; and all references to "the date hereof,"
"the date of this Agreement" or similar terms (but excluding references to the
date of execution hereof) refer to the date first above written, notwithstanding
that the parties may have executed this Agreement on a later date.

SECTION 11.  Rules of Construction.  The parties hereto agree that they have
been represented by counsel during the negotiation, preparation and execution of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.

SECTION 12.  Waivers and Amendments.  No waiver of any provision of this
Agreement shall be deemed a further or continuing waiver of that provision or a
waiver of any other provision of this Agreement. This Agreement may not be
amended nor may any provision hereof be waived except in a writing signed by all
parties and Liberty or its successor. United may waive any provision of this
Agreement that imposes obligations on or restricts the rights of or actions by
the Founders and their Permitted Transferees only with the prior approval of a
majority of the Board.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.

                                        4
<PAGE>

                                                                     EXHIBIT 7.9

                                    FORM OF
                         AGREEMENT REGARDING OLD UNITED

This Agreement Regarding Old United (this "Agreement"), dated as of          ,
2002, is entered into among UnitedGlobalCom, Inc., a Delaware corporation that
upon the effectiveness of the Merger described under "Background" below shall be
renamed UGC, Inc. ("Old United"), Liberty Media Corporation, a Delaware
corporation, and Liberty Global, Inc., a Delaware corporation ("Liberty
Global").

                                   BACKGROUND

The parties hereto have entered into an Amended and Restated Agreement and Plan
of Restructuring and Merger, dated as of December 31, 2001 (the "Merger
Agreement"), among Old United, New UnitedGlobalCom, Inc., a Delaware corporation
that at the effective time of the Merger shall be renamed UnitedGlobalCom, Inc.
("New United"), United/New United Merger Sub, Inc., a Delaware corporation
("Merger Sub"), Liberty, Liberty Media International, Inc., a Delaware
corporation ("LMI"), Liberty Global, and each Person indicated as a "Founder" on
the signature pages thereto. Subject to the terms and conditions set forth
therein, the Merger Agreement provides for the merger of Merger Sub with and
into Old United, with Old United as the surviving entity in such merger (the
"Merger"), among other transactions. It is a condition to the consummation of
the transactions contemplated by the Merger Agreement, including without
limitation the Merger, that Old United, Liberty and Liberty Global each execute
and deliver this Agreement.

                                   AGREEMENT

In consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

SECTION 1.  Certain Definitions.  In this Agreement, the following terms shall
have the following meanings:

     Affiliate.  When used with reference to a specified Person, any Person who
     directly or indirectly through one or more intermediaries, Controls, is
     Controlled by, or is under common Control with, the Person specified,
     provided that (i) no officer or director of a Person, or any Affiliate of
     such officer or director, investing for his, her or its own account or
     otherwise acting in his, her or its individual capacity, and no director of
     a Person, or any Affiliate of such director, acting in his, her or its
     capacity as an officer, director, trustee, representative or agent of a
     Person that is not an Affiliate of the specified Person, and in each case
     not in concert with or at the direction or request of, such specified
     Person shall be deemed to be an Affiliate of such specified Person for
     purposes of this Agreement; (ii) no Liberty Party shall be deemed to be an
     Affiliate of New United or Old United and none of New United, Old United or
     their respective Controlled Affiliates shall be deemed to be an Affiliate
     of a Liberty Party, (iii) any Person in which New United, directly or
     indirectly, Beneficially Owns 50% or more of the equity securities, without
     regard to voting power in the election of directors, shall (without
     limiting the generality of this definition) be deemed to be an Affiliate of
     New United and (iv) any Person in which Old United, directly or indirectly,
     Beneficially Owns 50% or more of the equity securities, without regard to
     voting power in the election of directors, shall (without limiting the
     generality of this definition) be deemed to be an Affiliate of Old United.

     Agreement.  As defined in the preamble.

     Beneficial Ownership and derivative terms.  As determined pursuant to Rule
     13d-3 and Rule 13d-5 under the Exchange Act and any successor regulation,
     except that in determining Beneficial Ownership, without duplication, (i)
     equity securities that may be acquired pursuant to Rights to

                                       1
<PAGE>

     acquire equity securities that are exercisable more than sixty days after a
     date shall nevertheless be deemed to be Beneficially Owned, and (ii) except
     for purposes of the definition of "Change of Control," (x) Beneficial
     Ownership, if any, arising solely as a result of being a party to a
     Transaction Agreement or the Merger Agreement shall be disregarded, and (y)
     Beneficial Ownership, if any, arising solely from being a member of a Group
     shall be disregarded.

     Change of Control.  Any (a) change in the direct or indirect record or
     Beneficial Ownership of any of the equity securities of New United, Old
     United or any of their respective Affiliates, (b) merger, consolidation,
     statutory share exchange or other transaction involving New United, Old
     United or any of their respective Affiliates or (c) change in the
     composition of the board of directors or other governing body of New
     United, Old United or any of their respective Affiliates.

     Change of Control Covenant.  Any covenant, agreement or other provision
     (excluding requirements imposed by Law) pursuant to which the occurrence or
     existence of a Change of Control would result in a violation or breach of,
     constitute (with or without due notice or lapse of time or both) or permit
     any Person to declare a default or event of default under, give rise to any
     right of termination, cancellation, amendment, acceleration, repurchase,
     prepayment or repayment or to increased payments under, give rise to or
     accelerate any material obligation (including any obligation to, or to
     offer to, repurchase, prepay, repay or make increased payments) or result
     in the loss or modification of any material right or benefit under, or
     result in any Lien or give any Person the right to obtain any Lien on any
     material asset pursuant to, any Contract to which New United, Old United or
     any of their respective Affiliates is or becomes a party or to which New
     United, Old United, any of their respective Affiliates or any of their
     respective material assets are or become subject or bound.

     Common Stock.  The New United Class A Stock, the New United Class B Stock
     and the New United Class C Stock.

     Contract.  Any note, bond, indenture, debenture, security agreement, trust
     agreement, Lien, mortgage, lease, contract, license, franchise, permit,
     guaranty, joint venture agreement, or other agreement, instrument,
     understanding, commitment or obligation, oral or written.

     Control and derivative terms.  The possession, directly or indirectly, of
     the power to direct or cause the direction of the management and policies
     of another Person, whether through the ownership of voting securities, by
     contract or otherwise.

     Controlled Affiliate.  When used with reference to a specified Person, an
     Affiliate of such Person that such Person directly, or through one or more
     intermediaries, Controls; provided that, (a) none of New United and its
     Controlled Affiliates or Old United and its Controlled Affiliates shall be
     deemed to be a Controlled Affiliate of a Liberty Party, (b) any Person in
     which New United, directly or indirectly, Beneficially Owns 50% or more of
     the equity securities, without regard to voting power in the election of
     directors, shall (without limiting the generality of this definition) be
     deemed to be a Controlled Affiliate of New United and (c) any Person in
     which Old United, directly or indirectly, Beneficially Owns 50% or more of
     the equity securities, without regard to voting power in the election of
     directors, shall (without limiting the generality of this definition) be
     deemed to be a Controlled Affiliate of New United.

     Current Bonds.  As defined in the New United Charter as in effect on the
     date hereof.

     Equity Securities.  The Common Stock and any other securities hereafter
     issued by New United that are entitled to vote generally in the election of
     directors.

     Exchange Act.  The Securities Exchange Act of 1934, as amended, and the
     rules and regulations thereunder.

     Founders.  As defined in the Stockholders Agreement.

     HSR Act.  The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended.

                                        2
<PAGE>

     Governmental Authority.  Any U.S. federal, state or local or any foreign
     court, governmental department, commission, authority, board, bureau,
     agency or other instrumentality.

     Group.  As defined in Section 13(d) of the Exchange Act and the rules and
     regulations thereunder, but the existence of the Transaction Agreements and
     the Merger Agreement shall be disregarded in determining whether a Group
     exists.

     Judgment.  Any order, writ, injunction, award, judgment, ruling or decree
     of any Governmental Authority.

     Law.  Any U.S. federal, state or local or any foreign statute, code,
     ordinance, decree, rule, regulation or general principle of common or civil
     law or equity.

     License.  Any license, franchise, authorization, permit, certificate,
     variance, exemption, concession, consent, lease, right of way, easement,
     instrument, order and approval, domestic or foreign, of any Governmental
     Authority.

     Lien.  Any mortgage, pledge, lien, encumbrance, charge or security
     interest.

     Liberty.  Liberty Media Corporation, a Delaware corporation, and any
     successor (by merger, consolidation, transfer or otherwise) to all or
     substantially all of its assets.

     Liberty Global.  As defined in the preamble.

     Liberty Newco.  As defined in the definition of "Liberty Restructuring."

     Liberty Parties.  Liberty and Liberty Global.

     LMI.  As defined in the "Background" above.

     Merger.  As defined under "Background" above.

     Merger Agreement.  As defined under "Background" above.

     Merger Sub.  As defined under "Background" above.

     New United.  As defined under "Background" above.

     New United Bylaws.  The Bylaws of New United, as such Bylaws may be amended
     from time to time in accordance with the New United Charter, such Bylaws
     and the Stockholders Agreement.

     New United Charter.  The Restated Certificate of Incorporation of New
     United as filed with the Secretary of State of the State of Delaware on
     December 31, 2001, as it may be amended from time to time.

     New United Class A Stock.  The Class A Common Stock, par value $0.01 per
     share, of New United.

     New United Class B Stock.  The Class B Common Stock, par value $0.01 per
     share, of New United.

     New United Class C Stock.  The Class C Common Stock, par value $0.01 per
     share, of New United.

     Permitted Transferee.  Any Person Controlled by Liberty.

     Person.  Any individual, corporation, limited liability company,
     partnership, joint venture, Governmental Authority, business association or
     other entity.

     Restriction.  With respect to any capital stock, partnership interest,
     membership interest in a limited liability company or other equity interest
     or security, any voting or other trust or agreement, option, warrant,
     preemptive right, right of first offer, right of first refusal, escrow
     arrangement, proxy, buy-sell agreement, power of attorney or other Contract
     and any License or Judgment that, conditionally or unconditionally, (a)
     grants to any Person the right to purchase or otherwise acquire, or
     obligates any Person to sell or otherwise dispose of or issue, or otherwise
     results or, whether upon the occurrence of any event or with notice or
     lapse of time or both or otherwise, may result in any Person acquiring, (i)
     any of such capital stock or other equity interest or security; (ii) any of
     the proceeds of, or any

                                       3
<PAGE>

     distributions paid or that are or may become payable with respect to, any
     of such capital stock or other equity interest or security; or (iii) any
     interest in such capital stock or other equity interest or security or any
     such proceeds or distributions; (b) 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 or other equity interest or
     security or any such proceeds or distributions; or (c) 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 or other equity interest or security, proceeds
     or distributions.

     Rights.  When used with respect to a specified Person, securities of such
     Person (which may include equity securities) that (contingently or
     otherwise) are exercisable, convertible or exchangeable for or into equity
     securities of such Person (with or without consideration) or that carry any
     right to subscribe for or acquire equity securities of such Person or
     securities exercisable, convertible or exchangeable for or into equity
     securities of such Person.

     Standstill Agreement.  That certain Standstill Agreement dated as of the
     date hereof among United and the Liberty Parties.

     Stockholders Agreement.  That certain Stockholders Agreement dated as of
     the date hereof among New United, the Liberty Parties and the Founders.

     Subsidiary.  As defined in the Standstill Agreement.

     Transaction Agreements.  As defined in the Stockholders Agreement.

     Transfer.  As defined in the Stockholders Agreement.

SECTION 2.  Certain Covenants.

     (a)  Without limitation of any other applicable provision hereof or of any
     other Transaction Agreement, without the prior written consent of Liberty,
     which consent may be granted or withheld in Liberty's sole discretion, Old
     United will not take any action and will not permit any action to be taken
     on its behalf, and will use its best commercially reasonable efforts to
     prevent any action from being taken by or on behalf of any of its
     Affiliates, that would result in New United, Old United or any of their
     respective Affiliates being subject to or bound by any Change of Control
     Covenant, unless any Change of Control involving or caused by the action of
     Liberty, Liberty Global, LMI or any of their respective Affiliates (other
     than a transfer by any of the foregoing to an unaffiliated third party of
     Control of New United, if such Control is obtained in the future) is
     exempted from the application and effects of such Change of Control
     Covenant. Old United will not be deemed to be in breach of the foregoing as
     a result of its or its Affiliates entering into or maintaining in the
     ordinary course of business a License granted by a Governmental Authority
     that includes a Change of Control Covenant provided that (i) such License
     is of the kind and nature that customarily requires approval of the
     Governmental Authority granting the same for a Change of Control, (ii) the
     applicable Change of Control Covenant includes only terms customarily
     imposed by such Governmental Authority in similar circumstances, (iii) the
     maximum penalty for breach of such Change of Control Covenant is
     termination of the applicable License, and (iv) Old United used its best
     commercially reasonable efforts to obtain the exemption from the
     application and effects of such Change of Control Covenant contemplated by
     the preceding sentence. Without the prior written consent of Liberty, which
     consent may be granted or withheld in Liberty's sole discretion, Old United
     will not take any action or permit any action to be taken that would, or
     fail to take any action or permit any action to be omitted where such
     failure or omission would, extend or perpetuate the applicability of any
     Change of Control Covenant in effect as of May 25, 2001 under the Current
     Bonds beyond the maturity date in effect as of May 25, 2001 of the Current
     Bonds to which they relate. Old United will use its best commercially
     reasonable efforts to take such actions as will cause the conditions
     necessary to permit the conversion in full of the New United Class C Stock
     into New United Class B Stock to be satisfied.

                                        4
<PAGE>

     (b)  Without limitation of any other applicable provision hereof or of any
     other Transaction Agreement, without the prior written consent of Liberty,
     Old United shall not, and shall not permit any of its Controlled Affiliates
     to, (i) (A) enter into, or issue, assume or adopt, any Contract that would
     be or that purports to be binding upon Liberty or any of its Affiliates or
     any of their respective assets, or (B) enter into, or issue, assume or
     adopt, any material Contract in respect of which any act or omission of
     Liberty or any of its Affiliates would result in a violation or breach
     thereof, or constitute (with or without due notice or lapse of time or
     both), or permit any Person to declare, a default or event of default
     thereunder, or give rise to any right of termination, cancellation,
     amendment, acceleration, repurchase, prepayment or repayment or to
     increased payments thereunder, or give rise to or accelerate any material
     obligation (including, without limitation, any obligation to, or to offer
     to, repurchase, prepay, repay or make increased payments) or result in the
     loss or modification of any material rights or benefits thereunder, or
     result in any Lien or Restriction on any of the material assets of, or
     otherwise have any adverse effect on, Old United or any of its Affiliates,
     or (ii) amend or modify any Contract described in clause (i) of this
     sentence; provided however, that this Section 2(b) shall not restrict Old
     United from subjecting itself or any of its Controlled Affiliates to a
     Change of Control Covenant to the extent permitted under Section 2(a).

SECTION 3.  Termination.  This Agreement shall terminate as to any Liberty Party
the voting power of whose Beneficially Owned Equity Securities (together with
that of its Permitted Transferees and Controlled Affiliates) is reduced to 10%
or less of the voting power of equity securities in Old United that such Liberty
Party (together with its Permitted Transferees and Controlled Affiliates)
Beneficially Owned as of June 25, 2000. For purposes of this Section 3, the
voting power of outstanding shares of New United Class C Stock, if any, shall be
calculated as if such shares had been converted into shares of New United Class
B Stock.

SECTION 4.  Applicable Law, Jurisdiction.  This Agreement shall be governed by
Colorado law without regard to conflicts of law rules. The parties hereby
irrevocably submit to the jurisdiction of any Colorado State or United States
Federal court sitting in Colorado over any action or proceeding arising out of
or relating to this Agreement or any agreement contemplated hereby, and the
undersigned hereby irrevocably agree that all claims in respect of such action
or proceeding may be heard and determined in such State or Federal court. The
undersigned further waive any objection to venue in such State and any objection
to any action or proceeding in such State on the basis of a non-convenient
forum. Each party hereby IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY in any
proceeding brought with respect to this Agreement or the transactions
contemplated hereby.

SECTION 5.  Remedies.  Each of the parties acknowledges and agrees that in the
event of any breach of this Agreement, the nonbreaching party would be
irreparably harmed and could not be made whole by monetary damages. Accordingly,
the parties to this Agreement, in addition to any other remedy to which they may
be entitled hereunder or at law or in equity, shall be entitled to compel
specific performance of this Agreement.

SECTION 6.  Headings.  The headings in this Agreement are for convenience only
and are not to be considered in interpreting this Agreement.

SECTION 7.  Notices.  All notices and other communications hereunder shall be
delivered to the parties hereto in the same manner as set forth in the Merger
Agreement.

SECTION 8.  Severability.  The invalidity or unenforceability of any provision
of this Agreement in any application shall not affect the validity or
enforceability of such provision in any other application or the validity or
enforceability of any other provision.

SECTION 9.  Waivers and Amendments.  No waiver of any provision of this
Agreement shall be deemed a further or continuing waiver of that provision or a
waiver of any other provision of this Agreement. This Agreement may not be
amended except in a writing signed by all parties.

SECTION 10.  Interpretation.  As used herein, except as otherwise indicated
herein or as the context may otherwise require, the words "include," "includes"
and "including" are deemed to be followed by "without

                                       5
<PAGE>

limitation" whether or not they are in fact followed by such words or words of
like import; the words "hereof," "herein," "hereunder" and comparable terms
refer to the entirety of this Agreement and not to any particular article,
section or other subdivision hereof or Appendix hereto; any pronoun shall
include the corresponding masculine, feminine and neuter forms; the singular
includes the plural and vice versa; references to any agreement or other
document are to such agreement or document as amended and supplemented from time
to time; references to "Section" or another subdivision are to a section or
subdivision hereof; and all references to "the date hereof," "the date of this
Agreement" or similar terms (but excluding references to the date of execution
hereof) refer to the date first above written, notwithstanding that the parties
may have executed this Agreement on a later date.

SECTION 11.  Rules of Construction.  The parties hereto agree that they have
been represented by counsel during the negotiation, preparation and execution of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.

SECTION 12.  Counterpart Execution.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which will constitute a single agreement.

SECTION 13.  Parties in Interest.  Nothing in this Agreement, express or
implied, is intended to confer upon any Person other than the parties hereto,
their Permitted Transferees, in the case of the Liberty Parties, and their
permitted successors and assigns, any benefits, rights or remedies. Neither this
Agreement nor the rights or obligations of any party may be assigned or
delegated (other than, in the case of a Liberty Party, to a Permitted
Transferee) by operation of law or otherwise without the prior written consent
of Liberty and Old United. Notwithstanding the foregoing, any Person that
succeeds to Liberty's rights and obligations under the Stockholders Agreement
and the Standstill Agreement shall be entitled, as an express third party
beneficiary, to all of the rights of Liberty hereunder to the same extent as if
all references to Liberty herein referred to such Person.

                                        6
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed as of the date first set
forth above.

                                            UNITEDGLOBALCOM, INC.,
                                            a Delaware corporation

                                            By:
                                              ----------------------------------
                                                Name:
                                                Title:

                                            LIBERTY MEDIA CORPORATION,
                                            a Delaware corporation

                                            By:
                                              ----------------------------------
                                                Name:
                                                Title:

                                            LIBERTY GLOBAL, INC.,
                                            a Delaware corporation

                                            By:
                                              ----------------------------------
                                                Name:
                                                Title:

                                       7
<PAGE>

                                                                    EXHIBIT 7.9A

                                    FORM OF
                    AGREEMENT REGARDING ADDITIONAL COVENANTS

This Agreement Regarding Additional Covenants (this "Agreement") is entered into
as of             , 2002, among UnitedGlobalCom, Inc., a Delaware corporation
formerly known as New UnitedGlobalCom, Inc. ("United"), and Liberty Media
Corporation, and Liberty Global, Inc. ("Liberty Global"), each of which is a
Delaware corporation.

                                   BACKGROUND

Pursuant to the Amended and Restated Agreement and Plan of Restructuring and
Merger, dated as of December 31, 2001 (the "Merger Agreement"), among United,
Liberty, Liberty Media International, Inc., a Delaware corporation ("LMI"),
Liberty Global, the Founders (as defined therein), UGC, Inc., a Delaware
corporation formerly known as UnitedGlobalCom, Inc. ("Old United"), et al.,
Liberty and Liberty Global have acquired Beneficial Ownership of shares of Class
C Common Stock, par value $.01 per share, of United. As required by the Merger
Agreement, the parties hereto are entering into this Agreement.

                                   AGREEMENT

SECTION 1.  Certain Definitions.  In this Agreement, the following terms shall
have the following meanings:

     3-09 Person.  As defined in Section 2(e).

     Affiliate.  When used with reference to a specified Person, any Person who
     directly or indirectly through one or more intermediaries, Controls, is
     Controlled by, or is under common Control with, the Person specified,
     provided that (i) no officer or director of a Person, or any Affiliate of
     such officer or director, investing for his, her or its own account or
     otherwise acting in his, her or its individual capacity, and no director of
     a Person, or any Affiliate of such director, acting in his, her or its
     capacity as an officer, director, trustee, representative or agent of a
     Person that is not an Affiliate of the specified Person, and in each case
     not in concert with or at the direction or request of, such specified
     Person shall be deemed to be an Affiliate of such specified Person for
     purposes of this Agreement; (ii) no Liberty Party shall be deemed to be an
     Affiliate of United and none of United and its Controlled Affiliates shall
     be deemed to be an Affiliate of a Liberty Party and (iii) any Person in
     which United, directly or indirectly, Beneficially Owns 50% or more of the
     equity securities, without regard to voting power in the election of
     directors, shall (without limiting the generality of this definition) be
     deemed to be an Affiliate of United.

     Belmarken Loan Agreements.  As defined in the Merger Agreement.

     Belmarken Notes.  As defined in the Merger Agreement.

     Beneficial Ownership and derivative terms.  As defined in the Standstill
     Agreement.

     Board.  The Board of Directors of United.

     Business Day.  As defined in the Standstill Agreement.

     Change of Control Covenant.  As defined in the Stockholders Agreement.

     Class C Director.  As defined in the United Charter.

     Commission.  As defined in Section 2(e).

                                       1
<PAGE>

     Contract.  Any note, bond, indenture, debenture, security agreement, trust
     agreement, Lien, mortgage, lease, contract, license, franchise, permit,
     guaranty, joint venture agreement, or other agreement, instrument,
     understanding, commitment or obligation, oral or written.

     Control and derivative terms.  The possession, directly or indirectly, of
     the power to direct or cause the direction of the management and policies
     of another Person, whether through the ownership of voting securities, by
     contract or otherwise.

     Controlled Affiliate.  When used with reference to a specified Person, any
     Affiliate of such Person that such Person directly, or indirectly through
     one or more intermediaries, Controls; provided that, (a) none of United and
     its Controlled Affiliates shall be deemed to be a Controlled Affiliate of a
     Liberty Party and (b) any Person in which United, directly or indirectly,
     beneficially owns 50% or more of the equity securities, without regard to
     voting power in the election of directors, shall (without limiting the
     generality of this definition) be deemed to be a Controlled Affiliate of
     United.

     Equity Securities.  The common stock of United and any other securities
     hereafter issued by United that are entitled to vote generally in the
     election of directors.

     Exchange Act.  The Securities Exchange Act of 1934, as amended, and the
     rules and regulations thereunder.

     GAAP.  As defined in Section 2(e)

     Governmental Authority.  As defined in the Stockholders Agreement.

     HSR Act.  The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended.

     Liberty.  Liberty Media Corporation, a Delaware corporation, and any
     successor (by merger, consolidation, transfer or otherwise) to all or
     substantially all of its assets.

     Liberty Director.  As defined in the Standstill Agreement.

     Liberty Global.  As defined in the preamble.

     Liberty Parties.  Liberty and Liberty Global and including any Permitted
     Transferee of a Liberty Party who hereafter becomes bound by or who is
     required to become bound by the Stockholders Agreement for so long as such
     Person is or is required to be so bound. LMI, Liberty Global and any such
     Permitted Transferee will each cease to be a Liberty Party at such time as
     such Person is no longer a Controlled Affiliate of Liberty.

     Liberty Person.  As defined in Section 2(e).

     Lien.  Any mortgage, pledge, lien, encumbrance, charge, or security
     interest.

     LMI.  As defined under "Background" on the first page of this Agreement.

     Merger Agreement.  As defined under "Background" on the first page of this
     Agreement.

     Non-Complying Person.  As defined in Section 2(e).

     Old United.  As defined under "Background" on the first page of this
     Agreement.

     Permitted Transferee.  Liberty and any Person Controlled by Liberty.

     Person.  Person shall mean any individual, firm, corporation, partnership,
     limited liability company, trust, joint venture, or other entity, and shall
     include any successor (by merger or otherwise) of such entity.

     Restriction.  As defined in the Stockholders Agreement.

     SAS 543.  As defined in Section 2(e).

     Standstill Agreement.  That certain Standstill Agreement dated as of the
     date hereof among United and the Liberty Parties.

                                       2
<PAGE>

     Stockholders Agreement.  The Stockholders Agreement dated as of the date
     hereof among United, the Liberty Parties, and certain other stockholders of
     United.

     Subsidiary.  As defined in the Standstill Agreement.

     Transaction Agreements.  As defined in the Stockholders Agreement.

     Transfer.  As defined in the Stockholders Agreement.

     United Bylaws.  The Bylaws of United, as such Bylaws may be amended from
     time to time in accordance with the United Charter, such Bylaws and this
     Agreement.

     United Charter.  The Restated Certificate of Incorporation of United as
     filed with the Secretary of State of the State of Delaware on December 31,
     2001, as it may be amended from time to time.

SECTION 2.  Additional Covenants.

     (a)  Without limitation of any other applicable provision hereof or of any
     other Transaction Agreement, without the prior written consent of Liberty,
     United shall not, and shall not permit any of its Controlled Affiliates to,
     (i)(A) enter into, or issue, assume or adopt, any Contract that would be or
     that purports to be binding upon Liberty or any of its Affiliates or any of
     their respective assets, or (B) enter into, or issue, assume or adopt any
     material Contract in respect of which any act or omission of Liberty or any
     of its Affiliates would result in a violation or breach thereof, or
     constitute (with or without due notice or lapse of time or both), or permit
     any Person to declare, a default or event of default thereunder, or give
     rise to any right of termination, cancellation, amendment, acceleration,
     repurchase, prepayment or repayment or to increased payments thereunder, or
     give rise to or accelerate any material obligation (including, without
     limitation, any obligation to, or to offer to, repurchase, prepay, repay or
     make increased payments) or result in the loss or modification of any
     material rights or benefits thereunder, or result in any Lien or
     Restriction on any of the material assets of, or otherwise have any
     material adverse effect on, United or any of its Affiliates or (ii) amend
     or modify any Contract described in clause (i) of this sentence; provided
     however, that this Section 2(a) shall not restrict United or any of its
     Controlled Affiliates from subjecting itself or any of its Controlled
     Affiliates to a Change of Control Covenant permitted under Section 3(b) of
     the Stockholders Agreement.

     (b)  Without limitation of any other applicable provision hereof or of any
     other Transaction Agreement, United shall not, and shall not permit any of
     its Subsidiaries to, directly or indirectly, effect any transaction or
     enter into any Contract of any kind whatsoever between or among United or
     any of its Subsidiaries, on the one hand, and Old United or any of its
     Controlled Affiliates, on the other hand, or agree or commit to do any of
     the foregoing, unless the proposed transaction or Contract has first been
     approved by the Board by the vote of not less than a majority of the
     members thereof, which affirmative vote shall include the affirmative vote
     of a majority of the Class C Directors or Liberty Directors, as the case
     may be, or by unanimous written consent.

     (c)  Without limitation of any other applicable provision hereof or of any
     other Transaction Agreement, United shall not, and shall not permit any of
     its Controlled Affiliates to, directly or indirectly, in whole or in part,
     sell, assign, transfer, exchange, contribute, pledge, encumber, grant any
     option with respect to or otherwise dispose of (each, a "Disposition") any
     of the Belmarken Notes or any interest therein, or any rights under or
     interest in the Belmarken Loan Agreements (including, without limitation,
     by Disposition of an interest in a Person that holds any of the foregoing),
     or agree to do any of the foregoing, unless the proposed Disposition has
     first been (i) reviewed by the Board, (ii) in the case of a proposed
     Disposition to any Affiliate of United (including, without limitation, Old
     United or any of its Affiliates), approved by the Board by the vote of not
     less than a majority of the members thereof, which affirmative vote shall
     include the affirmative vote of a majority of the Class C Directors or
     Liberty Directors, as the case may be, or by unanimous written consent, and
     (iii) in the case of any other proposed Disposition, approved by the Board.

                                        3
<PAGE>

     (d)  Without limitation of any other applicable provision hereof or any
     other Transaction Agreement, United shall not effect any amendment,
     alteration, restatement or repeal of Section 3.12 of the United Bylaws
     unless the proposed amendment, alteration, restatement or repeal has first
     been approved by the Board by the vote of not less than a majority of the
     members thereof, which affirmative vote shall include the affirmative vote
     of a majority of the Class C Directors or Liberty Directors, as the case
     may be, or by unanimous written consent.

     (e)  Without limitation of any other applicable provision hereof or any
     other Transaction Agreement, United hereby agrees as follows:

        (i)  United shall provide to Liberty:

           (A)  within 45 days after the end of each fiscal year of United, a
           preliminary balance sheet, income statement and consolidated
           statement of stockholders equity (deficit) of United and its
           subsidiaries for such fiscal year;

           (B)  within 60 days after the end of each fiscal year of United, a
           final balance sheet, income statement and consolidated statement of
           stockholders equity (deficit) of United and its subsidiaries for such
           fiscal year;

           (C)  within 75 days after the end of each fiscal year of United,
           draft consolidated financial statements, including related footnotes,
           of United and its subsidiaries for such fiscal year and a
           "Management's Discussion and Analysis of Results of Operations and
           Financial Condition" (in such form as would be included in a Form
           10-K filed under the Exchange Act);

           (D)  no later than the 3rd business day prior to the day on which
           United's Form 10-K shall be filed with the Securities and Exchange
           Commission (the "Commission") (but, in any event, no later than the
           87th day following the end of each fiscal year of United), final
           audited consolidated financial statements, including related
           footnotes, of United and its subsidiaries for such fiscal year, which
           shall be provided to Liberty in paper form and electronic format for
           inclusion in Liberty's Form 10-K for the relevant fiscal year in the
           same form in which United shall file the same with its Form 10-K for
           the relevant fiscal year, and a "Management's Discussion and Analysis
           of Results of Operations and Financial Condition" (in such form as
           would be included in a Form 10-K filed under the Exchange Act);

           (E)  within 20 days after the end of each of the first three fiscal
           quarters of each fiscal year of United, a preliminary income
           statement of United and its subsidiaries for such fiscal quarter;

           (F)  within 35 days after the end of each of the first three fiscal
           quarters of each fiscal year of United, a final balance sheet, income
           statement and consolidated statement of stockholders equity (deficit)
           of United and its subsidiaries for such fiscal quarter;

           (G)  within 40 days after the end of each of the first three fiscal
           quarters of each fiscal year of United, draft financial statements,
           including related footnotes, of United and its subsidiaries for such
           fiscal quarter, which shall include final numbers that have been
           reviewed in accordance with Statement of Auditing Standards No. 71
           ("SAS 71") (however, it being expressly understood that such auditors
           will not be required to issue a SAS 71 review report in accordance
           with such review) by United's auditors, and a "Management's
           Discussion and Analysis of Results of Operations and Financial
           Condition" (in such form as would be included in a Form 10-Q filed
           under the Exchange Act); and

           (H)  within 25 days after the end of each month, (1) United's
           internal financial reporting package for the prior month, which shall
           report, at a minimum, revenue and earnings before interest, taxes,
           depreciation and amortization (including, without limitation, a
           budget-to-actual comparison) for United's major operating businesses,
           and (2) an operational statistics

                                       4
<PAGE>

           report, which shall include non-financial operating data for United's
           major operating businesses, such as video, telephony and data
           subscribers, total revenue generating units, homes passed,
           penetration and other operational statistics used by the management
           of United to review United's operating results, together with such
           management's comments regarding any significant financial and
           non-financial variances.

        Each of the financial statements referred to clauses (A) through (G) of
        this Section 2(e)(i) shall be prepared in accordance with generally
        accepted accounting principles in the United States, consistently
        applied ("GAAP"), and shall comply in all material respects with the
        published rules and regulations of the Commission that apply to the
        preparation of such interim financial statements (pursuant to Article 10
        of Regulation S-X) and annual financial statements. In addition, United
        shall provide to Liberty copies of any certificates certifying
        compliance by United or any of its subsidiaries with its debt covenants
        under any indebtedness at the same time as such certificates are
        supplied to any creditor or bank or to any trustee for distribution to
        the holders of such indebtedness.

        (ii)  United shall use its best efforts to cause its auditors to
        cooperate in all reasonable respects with Liberty's auditors to enable
        them, as principal auditor, to perform and otherwise comply with
        applicable auditing procedures prescribed by Statement on Auditing
        Standards, Section 543, including, without limitation:

           (A)  confirming in writing, within 60 days after the end of each
           fiscal year of Liberty and within 40 days after the end of each of
           the first three fiscal quarters of each fiscal year of Liberty, the
           independence of United's auditors under the requirements of The
           American Institute of Certified Public Accountants and the
           Commission;

           (B)  meeting, with United's management present or, with the prior
           approval of United's management, without United's management present,
           during the first three fiscal quarters of each fiscal year of United,
           prior to the 5th day before a filing is due with the Commission for
           the immediately preceding fiscal quarter, with Liberty's auditors to
           discuss the review procedures followed by United's auditors and the
           results thereof;

           (C)  meeting, after United's auditors have completed their SAS 71
           review of United's third quarter results and preliminary audit
           testing and have developed their final year end audit plan (expected
           to be in early to mid December of each calendar year), with United's
           management present or, with the prior approval of United's
           management, without United's management present, with Liberty's
           auditors to review the audit plan and working papers, including the
           understanding of internal control, the assessment of control risk,
           any audit testwork supporting significant transactions and any
           accounting memoranda supporting the application of GAAP, of United's
           auditors (it being agreed that Liberty's auditors shall have the
           right to issue specific instructions to United's auditors as to the
           scope of their audit work, if deemed necessary in the sole discretion
           of Liberty's auditors);

           (D)  meeting, with United's management present or, with the prior
           approval of United's management, without United's management present,
           within 65 days after the end of each fiscal year of Liberty, with
           Liberty's auditors to discuss the audit procedures followed by
           United's auditors and the results thereof and to review the working
           papers of United's auditors, including the understanding of internal
           control, the assessment of control risk, any audit testwork
           supporting significant transactions and any accounting memoranda
           supporting the application of GAAP, including only those items set
           forth in this item (D) and in item (C) immediately above which were
           prepared or finalized subsequent to the completion by United's
           auditors of their SAS 71 interim review of United's third quarter
           results and completion by United's auditors of their preliminary
           audit testing; and

           (E)  making available for review by Liberty and its auditors,
           promptly upon the request of Liberty, the working papers of Old
           United for the years ended December 31, 2001 and

                                       5
<PAGE>

           December 31, 2000 to assist in the determination of the appropriate
           purchase accounting adjustments required to be recorded by Liberty to
           reflect its acquisition of shares of Old United and/or United, as
           applicable.

        (iii)  United shall cause its management personnel to (A) meet, within
        70 days after the end of each fiscal year of Liberty, with Liberty's
        auditors to discuss the accounts of United and (B) cooperate with
        Liberty's auditors in any supplemental tests of such accounts (it being
        agreed that the determination of the extent of additional procedures, if
        any, to be applied shall rest solely with Liberty's auditors).

        (iv)  United shall use its best efforts to cause its auditors to provide
        to Liberty such auditors' written consent to the inclusion of or
        reliance on their report in any filing made by Liberty with the
        Commission requiring such consent not more than 24 hours after being
        provided with a final version of such filing, which efforts shall
        include, without limitation, the timely provision by United to its
        auditors of any letters of representations required by such auditors in
        connection with the delivery of their consent to Liberty and timely
        provision by Liberty to United and its auditors of preliminary versions
        of such filing.

        (v)  United shall use its best efforts to (A) cause each of its
        "significant subsidiaries" (as such term is defined in Rule 1-02 of
        Regulation S-X) and each of its affiliates (1) which is accounted for
        using the equity method of accounting and (2) with respect to which
        Liberty must provide financial disclosure pursuant to Rule 3-09 of
        Regulation S-X, in each case whether currently owned or hereafter
        acquired (each such significant subsidiary and affiliate, a "3-09
        Person"), to provide to Liberty financial statements prepared in
        accordance with GAAP that meet the requirements of Regulation S-X for
        inclusion in any filing made by Liberty with the Commission requiring
        such financial statements prior to the 5th day before such filing shall
        be made (such filing date to be determined in the sole discretion of
        Liberty), and (B) cause the auditors of any such 3-09 Person to provide
        to Liberty such auditors' written consent to the inclusion of or
        reliance on their report in any such filing not more than 24 hours after
        being provided with a final version of such filing, which efforts shall
        include, without limitation, causing such 3-09 Person to provide to its
        auditors, on a timely basis, any letters of representations required by
        such auditors in connection with the delivery of their consent to
        Liberty and timely provision by Liberty to such other auditors of
        preliminary versions of such filing. The determination as to whether a
        Person qualifies as a 3-09 Person shall be made in the reasonable
        judgment of Liberty and its auditors.

        (vi)  United shall not effect any acquisition, merger, exchange or other
        transaction pursuant to which United would acquire a Person that would
        qualify as a 3-09 Person, unless such Person can provide to Liberty,
        within the time frames prescribed by Section 2(e)(v), financial
        statements prepared in accordance with GAAP that comply in all respects
        with Regulation S-X, including, without limitation, Rule 3-05 of
        Regulation S-X.

        (vii)  United shall, and shall use its best efforts to cause each 3-09
        Person to, afford to the officers, employees, counsel, auditors and
        other authorized representatives of Liberty ("Liberty Persons")
        reasonable access during normal business hours, to its personnel,
        auditors, books and records and furnish promptly to such Liberty Persons
        such financial and operating data and other information concerning its
        business, properties, personnel and affairs as such Liberty Persons will
        from time to time reasonably request and instruct the officers,
        directors, employees, counsel and auditors of United and each 3-09
        Person to discuss business operations, affairs and assets of United and
        each 3-09 Person and otherwise fully cooperate with each Liberty Person
        in its review of the business and financial affairs of United and each
        3-09 Person, in each case to the extent reasonably necessary to enable
        Liberty to comply timely with its reporting obligations under the
        Exchange Act. In addition, if at any time Liberty and its auditors, in
        their reasonable judgment, determine that the financial statements of
        United or any 3-09 Person (any such Person, a "Non-Complying Person")
        were not prepared in accordance with GAAP, do not

                                        6
<PAGE>

        comply in all material respects with Regulation S-X or will not be
        provided to Liberty within the applicable time frame prescribed by this
        Section 2(e), United shall use its best efforts to cause each
        Non-Complying Person to (A) suspend the services of its current auditors
        and (B) afford to the Liberty Persons access to all books, records and
        working papers of such Non-Complying Person's current auditors necessary
        to enable a new auditor designated by Liberty to perform a full audit of
        such Non-Complying Person.

        (viii)  United shall inform Liberty of any material accounting or
        reporting issue arising during the course of United's fiscal year within
        a reasonable period of time following the time at which any officer,
        director, employee or auditor of United first becomes aware of such
        issue, if such issue could, in United's reasonable judgment, materially
        impact the consolidated financial statements of Liberty.

        (ix)  Liberty will bear all costs and expenses incurred (A) by the
        Liberty Persons in connection with the exercise of Liberty's rights
        pursuant to this Section 2(e) and (B) by any auditors designated by
        Liberty to perform a full audit of a Non-Complying Person pursuant to
        Section 2(e)(vii).

        (x)  At such time as any other Person to whom Liberty transfers its
        voting or economic interest in United (in compliance with all of
        Liberty's obligations under the Transaction Documents) becomes obligated
        to provide in such Person's filings with the Commission financial
        disclosure regarding United or is otherwise required to provide audited
        financial statements, such Person will be entitled to all of the rights
        of Liberty under this Section 2(e).

        (xi)  Liberty will, and will cause its auditors to, provide the
        representations required of a parent company and a parent company's
        auditors to the auditors of United, if so requested in accordance with
        the Statement of Auditing Standards promulgated by the American
        Institute of Certified Public Accountants.

SECTION 3.  Representations and Warranties.

Each of the Liberty Parties, severally and not jointly, on the one hand, and
United, on the other, represent and warrant to each other as of the date of this
Agreement as follows:

     (a)  Such party has the right, power, legal capacity and authority to enter
     into and perform its obligations under this Agreement, and this Agreement
     constitutes such party's valid and binding obligation, enforceable against
     it in accordance with its terms, subject, as to enforceability, to
     applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
     moratorium and similar laws affecting creditor's rights and remedies
     generally, and to general principles of equity, including principles of
     commercial reasonableness, good faith and fair dealing (regardless of
     whether enforcement is sought in a proceeding at law or in equity).

     (b)  Such party has obtained all authorizations, permits, approvals or
     consents of any Persons, as well as all authorizations, permits, approvals
     or consents of any Governmental Authorities, necessary to enter into and
     perform such party's obligations under this Agreement, except as would not,
     individually or in the aggregate, adversely affect such party's ability to
     perform its obligations under this Agreement.

     (c)  This Agreement and the transactions it contemplates do not conflict
     with any applicable law or any agreement to which such party is a party or
     constitute a default under any such agreement, except as would not,
     individually or in the aggregate, adversely affect such party's ability to
     perform its obligations under this Agreement.

SECTION 4.  Term and Termination.  This Agreement shall terminate upon the
termination of the Stockholders Agreement.

SECTION 5.  Remedies.  Each of the parties acknowledges and agrees that in the
event of any breach of this Agreement, the nonbreaching party would be
irreparably harmed and could not be made whole by

                                        7
<PAGE>

monetary damages. Accordingly, the parties to this Agreement, in addition to any
other remedy to which they may be entitled hereunder or at law or in equity,
shall be entitled to compel specific performance of this Agreement.

SECTION 6.  Notices.  All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing, shall be deemed
to have been duly given when delivered personally or, sent by telecopy, or
recognized service providing for guaranteed delivery, addressed as follows:

     (a)  If to United, to:

           UnitedGlobalCom, Inc.
           4643 South Ulster Street
           Suite 1300
           Denver, Colorado 80237
           Attention: President
           Fax: (303) 770-4207

        with copies to:

           UnitedGlobalCom, Inc.
           4643 South Ulster Street
           Suite 1300
           Denver, Colorado 80237
           Attention: General Counsel
           Fax: (303) 770-4207

        and

           Holme Roberts & Owen LLP
           1700 Lincoln Street
           Suite 4100
           Denver, Colorado 80203
           Attention: W. Dean Salter, Esq.
           Fax: (303) 866-0200

     (b)  If to the Liberty Parties, to:

           Liberty Media Corporation
           12300 Liberty Blvd.
           Englewood, Colorado 80112
           Attention: President
           Fax: (720) 875-5382

        with copies to:

           Liberty Media Corporation
           12300 Liberty Blvd.
           Englewood, Colorado 80112
           Attention: Elizabeth M. Markowski, Esq.
           Fax: (720) 875-5858

        and

           Baker Botts LLP
           599 Lexington Avenue
           New York, New York 10022
           Attention: Robert W. Murray, Esq.
           Fax: (212) 705-5125

                                       8
<PAGE>

or to such other person or address or addresses as Liberty or United shall
specify by notice in accordance with this Section 6. Liberty shall be
responsible for distributing any notices it receives to the Liberty Parties, as
necessary. All notices, requests, demands, waivers and communications shall be
deemed to have been given on the date of delivery or on the first Business Day
after overnight delivery was guaranteed by a recognized delivery service, except
that any change of address shall be effective only upon actual receipt. Written
notice given by telecopy shall be deemed effective when confirmation is received
by the sending party. Delivery shall be deemed to have been made to each Liberty
Party on the date that delivery is made to Liberty at the address specified
above (as it may be changed as provided herein).

SECTION 7.  Entire Agreement.  This Agreement, together with the other
Transaction Agreements and the Merger Agreement, contains all the terms and
conditions agreed upon by the parties hereto, and no other agreements, oral or
otherwise, regarding the subject matter hereof shall have any effect unless in
writing and executed by the parties after the date of this Agreement.

SECTION 8.  Applicable Law, Jurisdiction; Waiver of Jury Trial.  This Agreement
shall be governed by Colorado law without regard to conflicts of law rules. The
parties hereby irrevocably submit to the jurisdiction of any Colorado State or
United States Federal court sitting in Colorado, and only a State or Federal
Court sitting in Colorado will have any jurisdiction over any action or
proceeding arising out of or relating to this Agreement or any agreement
contemplated hereby, and the undersigned hereby irrevocably agree that all
claims in respect of such action or proceeding shall be heard and determined in
such State or Federal court. The undersigned further waive any objection to
venue in such State and any objection to any action or proceeding in such State
on the basis of a non-convenient forum. Each party hereby IRREVOCABLY WAIVES ANY
RIGHT TO A TRIAL BY JURY in any proceeding brought with respect to this
Agreement or the transactions contemplated hereby.

SECTION 9.  Headings.  The headings in this Agreement are for convenience only
and are not to be considered in interpreting this Agreement.

SECTION 10.  Counterpart Execution.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which will constitute a single agreement.

SECTION 11.  Parties in Interest.  Except as provided in Section 2(e) nothing in
this Agreement, express or implied, is intended to confer upon any Person other
than the parties hereto, their Permitted Transferees, in the case of the Liberty
Parties, and their permitted successors and assigns, any benefits, rights or
remedies. Neither this Agreement nor the rights or obligations of any party may
be assigned or delegated (other than, in the case of a Liberty Party, to a
Permitted Transferee) by operation of law or otherwise without the prior written
consent of Liberty and United. Notwithstanding the foregoing, any Person that
succeeds to Liberty's rights and obligations under the Stockholders Agreement
and the Standstill Agreement shall be entitled, as an express third party
beneficiary, to all of the rights of Liberty hereunder to the same extent as if
all references to Liberty herein referred to such Person.

SECTION 12.  Severability.  The invalidity or unenforceability of any provision
of this Agreement in any application shall not affect the validity or
enforceability of such provision in any other application or the validity or
enforceability of any other provision.

SECTION 13.  Waivers and Amendments.  No waiver of any provision of this
Agreement shall be deemed a further or continuing waiver of that provision or a
waiver of any other provision of this Agreement. This Agreement may not be
amended except in a writing signed by Liberty and United.

SECTION 14.  Interpretation.  As used herein, except as otherwise indicated
herein or as the context may otherwise require, the words "include," "includes"
and "including" are deemed to be followed by "without limitation" whether or not
they are in fact followed by such words or words of like import; the words
"hereof," "herein," "hereunder" and comparable terms refer to the entirety of
this Agreement and not to any particular article, section or other subdivision
hereof; any pronoun shall include the corresponding masculine, feminine and
neuter forms; the singular includes the plural and vice versa; references to any
agreement or other document are to such agreement or document as amended and
supplemented from time to time; references to any statute or regulation are to
it as amended and supplemented from time to

                                       9
<PAGE>

time, and to any corresponding provisions of successor statutes or regulations;
references to "Article," "Section" or another subdivision are to an article,
section or subdivision hereof; and all references to "the date hereof," "the
date of this Agreement" or similar terms (but excluding references to the date
of execution hereof) refer to the date first above written, notwithstanding that
the parties may have executed this Agreement on a later date. Any reference
herein to a "day" or number of "days" (without the explicit qualification of
"Business") shall be deemed to refer to a calendar day or number of calendar
days. If any action or notice is to be taken or given on or by a particular
calendar day, and such calendar day is not a Business Day, then such action or
notice may be taken or given on the next succeeding Business Day.

SECTION 15.  Rules of Construction.  The parties hereto agree that they have
been represented by counsel during the negotiation, preparation and execution of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.

Executed as of the date first set forth above.

                                            UNITEDGLOBALCOM, INC.,
                                            a Delaware corporation

                                            By:
                                              ----------------------------------
                                                Name:
                                                Title:

                                            LIBERTY MEDIA CORPORATION,
                                            a Delaware corporation

                                            By:
                                              ----------------------------------
                                                Name:
                                                Title:

                                            LIBERTY GLOBAL, INC.,
                                            a Delaware corporation

                                            By:
                                              ----------------------------------
                                                Name:
                                                Title:

                                       10
<PAGE>

                                                                    EXHIBIT 7.10

                                    FORM OF
                              STANDSTILL AGREEMENT

This Standstill Agreement (this "Agreement") is entered into as of           ,
2002, among UnitedGlobalCom, Inc., a Delaware corporation (formerly known as New
UnitedGlobalCom, Inc., "United"), and Liberty Media Corporation and Liberty
Global, Inc. ("Liberty Global"), each of which is a Delaware corporation.

                                   BACKGROUND

Pursuant to the Amended and Restated Agreement and Plan of Restructuring and
Merger, dated as of December 31, 2001 (the "Merger Agreement"), among United,
Liberty, Liberty Media International, Inc., a Delaware corporation ("LMI"),
Liberty Global, the Founders, UGC, Inc., a Delaware corporation formerly known
as UnitedGlobalCom, Inc. ("Old United"), et al., Liberty and Liberty Global have
acquired Beneficial Ownership of shares of Class C Stock of United. As required
by the Merger Agreement, the parties hereto are entering into this Agreement.

                                   AGREEMENT

In consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

SECTION 1.  Certain Definitions.

In this Agreement, the following terms have the following meanings.

     Affiliate.  When used with reference to a specified Person, any Person who
     directly or indirectly through one or more intermediaries, Controls, is
     Controlled by, or is under common Control with, the Person specified,
     provided that (i) no officer or director of a Person, or any Affiliate of
     such officer or director, investing for his, her or its own account or
     otherwise acting in his, her or its individual capacity, and no director of
     a Person, or any Affiliate of such director, acting in his, her or its
     capacity as an officer, director, trustee, representative or agent of a
     Person that is not an Affiliate of the specified Person, and in each case
     not in concert with, or at the direction or request of, such specified
     Person shall be deemed to be an Affiliate of such specified Person for
     purposes of this Agreement; (ii) no Liberty Party shall be deemed to be an
     Affiliate of United and none of United and its Controlled Affiliates shall
     be deemed to be an Affiliate of a Liberty Party and (iii) any Person in
     which United, directly or indirectly, Beneficially Owns 50% or more of the
     equity securities, without regard to voting power in the election of
     directors, shall (without limiting the generality of this definition) be
     deemed to be an Affiliate of United.

     Agreement.  As defined in the preamble.

     Assumed Options.  Class B Options (as defined in the Merger Agreement) that
     were granted by Old United prior to, and were assumed by United at, the
     consummation of the United/New United Merger.

     Beneficial Ownership and derivative terms.  As determined pursuant to Rule
     13d-3 and Rule 13d-5 under the Exchange Act and any successor regulation,
     except that in determining Beneficial Ownership, without duplication, (i)
     equity securities that may be acquired pursuant to Rights to acquire equity
     securities that are exercisable more than sixty days after a date shall
     nevertheless be deemed to be Beneficially Owned, (ii) Beneficial Ownership,
     if any, arising solely as a result of being a party to a Transaction
     Agreement or the Merger Agreement shall be disregarded and (iii) in the
     case of the Liberty Parties, Beneficial Ownership, if any, by any Liberty
     Party of any securities

                                       1
<PAGE>

     Beneficially Owned by any Controlling Principal, arising solely from the
     existence of any contract, arrangement, understanding or relationship with
     one or more Controlling Principals shall be disregarded.

     Board:  The Board of Directors of United.

     Business Day.  Any day other than Saturday, Sunday and a day on which banks
     are required or permitted to close in Denver, Colorado or New York, New
     York.

     Class A Securities.  Any Class A Stock or Rights to acquire Class A Stock
     issued, granted or sold by United after the execution and delivery of this
     Agreement, other than shares of Class A Stock issued pursuant to the
     exercise of Rights to acquire Class A Stock that were outstanding
     immediately prior to the execution and delivery of this Agreement.

     Class A Stock.  The Class A common stock, $0.01 par value per share, of
     United.

     Class B Event.  As defined in the United Charter as in effect on the date
     hereof.

     Class B Stock.  The Class B common stock, $0.01 par value per share, of
     United.

     Class C Director.  As defined in the United Charter as in effect on the
     date hereof.

     Class C Stock.  The Class C common stock, $0.01 par value per share, of
     United.

     Common Stock.  The Class A Stock, the Class B Stock and the Class C Stock.

     Contract.  Any note, bond, indenture, debenture, security agreement, trust
     agreement, Lien, mortgage, lease, contract, license, franchise, permit,
     guaranty, joint venture agreement, or other agreement, instrument,
     understanding, commitment or obligation, oral or written.

     Control and derivative terms.  The possession directly or indirectly of the
     power to direct or cause the direction of the management and policies of
     another Person, whether through the ownership of voting securities, by
     contract or otherwise.

     Control Person.  Each of (1) the Chairman of the Board of Liberty, (2) the
     President and Chief Executive Officer of Liberty, (3) the Executive Vice
     President and Chief Operating Officer of Liberty, (4) each of the directors
     of Liberty, and (5) the respective family members, estates and heirs of
     each of the persons referred to in clauses (1) through (4) above and any
     trust or other investment vehicle for the primary benefit of any of such
     persons or their respective family members or heirs. "Family members" for
     this purpose means the parents, descendants, stepchildren, step
     grandchildren, nieces and nephews, and spouses of the specified person.

     Controlled Affiliate.  When used with reference to a specified Person, an
     Affiliate of such Person that such Person directly, or through one or more
     intermediaries, Controls; provided that, (a) none of United and its
     Controlled Affiliates shall be deemed to be a Controlled Affiliate of a
     Liberty Party and (b) any Person in which United, directly or indirectly,
     Beneficially Owns 50% or more of the equity securities, without regard to
     voting power in the election of directors, shall (without limiting the
     generality of this definition) be deemed to be a Controlled Affiliate of
     United.

     Controlling Principals.  As defined in the Stockholders Agreement.

     Controlling Principal Director.  As defined in Section 3(b)(i).

     Conversion Event.  As defined in the United Charter as in effect on the
     date hereof.

     Designated Purchaser.  As defined in the Stockholders Agreement.

     Equity Securities.  The Common Stock and any other voting securities issued
     by United (other than preferred stock with customary limited voting
     rights).

     Exchange Act.  The Securities Exchange Act of 1934, as amended, and the
     rules and regulations thereunder.

                                        2
<PAGE>

     Founders.  As defined in the Stockholders Agreement.

     Fully Diluted Number.  As defined within the definition of "Maximum
     Percentage."

     Governmental Approval.  Any notice to, filing with, or approval or consent
     of a Government Authority required by applicable law with respect to any
     action, including without limitation, the expiration or termination of any
     applicable waiting period under the HSR Act.

     Governmental Authority.  Any U.S. federal, state or local or any foreign
     court, governmental department, commission, authority, board, bureau,
     agency or other instrumentality.

     Group.  As defined in Section 13(d) of the Exchange Act and the rules and
     regulations thereunder, but the existence of the Transaction Agreements and
     the Merger Agreement shall be disregarded in determining whether a Group
     exists.

     HSR Act.  The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended.

     High-Vote Securities.  As defined in Section 4(b).

     Law.  Any U.S. federal, state or local or any foreign statute, code,
     ordinance, decree, rule, regulation or general principle of common or civil
     law or equity.

     Liberty.  Liberty Media Corporation, a Delaware corporation, and any
     successor (by merger, consolidation, transfer or otherwise) to all or
     substantially all of its assets; provided that in the event a Transferee
     Parent becomes the Beneficial Owner of all or substantially all of the
     Equity Securities then Beneficially Owned by Liberty as to which Liberty
     has dispositive control, the term "Liberty" shall mean such Transferee
     Parent and any successor (by merger, consolidation, transfer or otherwise)
     to all or substantially all of its assets.

     Liberty Directors.  As defined in Section 3(b)(i).

     Liberty Global.  As defined in the preamble.

     Liberty Party Equity Securities.  Equity Securities Beneficially Owned (and
     Rights pursuant to which such Equity Securities are Beneficially Owned)
     from time to time by the Liberty Parties or any of their Controlled
     Affiliates.

     Liberty Parties.  Liberty and Liberty Global, and any Permitted Transferee
     of a Liberty Party who hereafter becomes bound by or who is required to
     become bound by this Agreement for so long as such Person is or is required
     to be so bound or would be required to be bound. Liberty Global and any
     such Permitted Transferee will each cease to be a Liberty Party at such
     time as such Person is no longer a Controlled Affiliate of Liberty.

     Lien.  Means any mortgage, pledge, lien, encumbrance, charge, or security
     interest.

     LMI.  As defined under "Background" on the first page of this Agreement.

     Maximum Percentage.  That percentage of the outstanding Common Stock on a
     fully diluted basis (assuming the exercise, conversion or exchange, as
     applicable, of all outstanding Rights) (the "Fully Diluted Number") that is
     equal to the greater of (a) the sum of (i) the percentage of the Fully
     Diluted Number that the Common Stock Beneficially Owned by the Liberty
     Parties and their respective Controlled Affiliates represents immediately
     after the closing of each of the transactions contemplated by the Merger
     Agreement, plus (ii) the percentage of the Fully Diluted Number represented
     by the aggregate amount of Common Stock Beneficial Ownership of which is
     acquired by any of the Liberty Parties or their respective Controlled
     Affiliates (x) from the other parties to the Stockholders Agreement
     (specifically including shares the Beneficial Ownership of which is
     acquired from United (whether pursuant to the Stockholders Agreement or
     otherwise, but without duplication of amounts included pursuant to clause
     (a)(i)), as well as from the Founders, their Permitted Transferees and
     Designated Purchasers) as and when each such acquisition of Beneficial
     Ownership occurs, and (y) pursuant to the UPC Release (specifically
     including any purchases of Class A Stock

                                        3
<PAGE>

     held by UPC), plus (iii) the percentage of the Fully Diluted Number
     represented by up to and including an additional 25 million shares of
     Common Stock as and when Beneficial Ownership thereof is acquired by any of
     the Liberty Parties or their respective Controlled Affiliates (such number
     to be appropriately adjusted for stock splits, stock dividends and other
     similar transactions); provided, that the percentage determined in
     accordance with this clause (a)(iii), when added to the percentage
     determined in accordance with clause (a)(i), shall not exceed 81%, and (b)
     the sum of (A) 81%, plus (B) the percentage determined in accordance with
     clause (a)(ii)(x) of this definition. If prior to the closing of any
     transaction referred to in clause (a)(i) of the preceding sentence or any
     acquisition referred to in clause (a)(ii) or (a)(iii) of the preceding
     sentence, United issues, grants or sells any Equity Securities or Rights
     and such action alone or together with any preceding or succeeding action
     gives rise to any purchase rights of any Liberty Party under Section 7A or
     Section 7B of this Agreement or paragraph (h) of Article Fourth of the
     United Charter, then in calculating the percentages of the Fully Diluted
     Number that the Common Stock Beneficially Owned by the Liberty Parties
     represents immediately after the closing of any such transaction or
     acquisition referred to in clause (a) of the preceding sentence, the
     Liberty Parties shall be assumed to have exercised such purchase rights in
     full.

     Merger Agreement.  As defined under "Background" on the first page of this
     Agreement.

     New United Covenant Agreement.  The Agreement Regarding Additional
     Covenants as of the date hereof among United and the Liberty Parties.

     No Waiver Agreement.  That certain No Waiver Agreement dated as of the date
     hereof among Liberty, LMI and United.

     Offer.  As defined in Section 6(a).

     Offeree.  As defined in Section 6(a).

     Old United.  As defined under "Background" on the first page of this
     Agreement.

     Permitted Options.  Options to purchase a number of shares of Class B Stock
     equal to (a) three million minus (b) the number of shares of Class B Stock
     underlying the Assumed Options.

     Permitted Transferees.  As defined in the Stockholders Agreement.

     Person.  Person shall mean any individual, firm, corporation, partnership,
     limited liability company, trust, joint venture, or other entity, and shall
     include any successor (by merger or otherwise) of such entity.

     Proposal.  As defined in Section 6(c).

     Public Offering Election.  As defined in Section 7(h).

     Public Offering Notice.  As defined in Section 7(h).

     Rights.  When used with respect to a specified Person, securities of such
     Person (which may include equity securities) that (contingently or
     otherwise) are exercisable, convertible or exchangeable for or into equity
     securities of such Person (with or without consideration) or that carry any
     right to subscribe for or acquire equity securities or securities
     exercisable, convertible or exchangeable for or into equity securities of
     such Person.

     Securities Act.  The Securities Act of 1933, as amended, and the rules and
     regulations thereunder.

     Stockholders Agreement.  The Stockholders Agreement dated as of the date
     hereof among United, the Liberty Parties, and certain other stockholders of
     United.

     Subsidiary.  When used with respect to any Person, (i) a corporation in
     which such Person and/or one or more Subsidiaries of such Person, directly
     or indirectly, owns capital stock having a majority of the voting power of
     such corporation's capital stock to elect directors under ordinary
     circumstances, and (ii) any other Person (other than a corporation) in
     which such Person and/or one or more

                                       4
<PAGE>

     Subsidiaries of such Person, directly or indirectly, has (x) a majority
     ownership interest or (y) the power to elect or direct the election of a
     majority of the members of the governing body of such first-named Person.

     Transaction Agreements.  As defined in the Stockholders Agreement.

     Transfer.  Any sale, exchange, pledge (except a pledge in compliance with
     this Agreement and the Stockholders Agreement) or other transfer, directly
     or indirectly, of Class B Stock or Class C Stock or, when the context
     requires, Class A Stock (including through relinquishment of Control of a
     Person holding shares of such stock), provided, however, that none of the
     following shall constitute a Transfer: (i) a conversion of Class C Stock
     into Class B Stock or of Class B Stock or Class C Stock into Class A Stock,
     (ii) any transfer pursuant to any tender or exchange offer approved by a
     majority of the Board, (iii) a transfer by operation of law in connection
     with any merger, consolidation, statutory share exchange or similar
     transaction involving United, (iv) a transfer pursuant to a plan of
     liquidation of United that has been approved by a majority of the Board or
     (v) in the case of Liberty, any transaction or series of related
     transactions involving the direct or indirect transfer (or relinquishment
     of Control) of a Person that holds Liberty Party Equity Securities Class C
     Stock (a "Transferred Person"), if (x) immediately after giving effect to
     such transaction or the last transaction in such series, voting securities
     representing at least a majority of the voting power of the outstanding
     voting securities of such Transferred Person or its successor in such
     transaction or of any ultimate parent entity (within the meaning of the HSR
     Act) of such Transferred Person or its successor (a "Transferee Parent")
     are Beneficially Owned by Persons who prior to such transaction were
     Beneficial Owners of a majority of, or a majority of the voting power of,
     the outstanding voting securities of Liberty (or of any publicly traded
     class or series of voting securities of Liberty designed to track the
     economic performance of a specified group of assets or businesses) or who
     are Control Persons or any combination of the foregoing and (y) such
     Transferee Parent becomes a party to this Agreement and the Stockholders
     Agreement with the same rights and obligations as Liberty.

     Transferred Person.  As defined in the definition of "Transfer."

     Transferee Parent.  As defined in the definition of "Transfer."

     United.  As defined in the preamble.

     United Bylaws.  The Bylaws of United, as such Bylaws may be amended from
     time to time in accordance with the United Charter, such Bylaws and this
     Agreement.

     United Charter.  The Restated Certificate of Incorporation of United as
     filed with the Secretary of State of the State of Delaware on December 31,
     2001, as it may be amended from time to time.

     United/New United Merger.  As defined in the Merger Agreement.

     UPC.  United Pan-Europe Communications, N.V., a company organized under the
     laws of The Netherlands.

     UPC Release.  Section 3 of and Exhibit A to the Release, dated as of
     February 22, 2001, among UPC, Old United, Liberty and LMI (but no other
     provisions of such Release).

     Voting Agreement.  That certain Voting Agreement dated as of the date
     hereof among United and the Founders.

     Voting Power.  As of any date of determination, the aggregate number of
     votes of all outstanding Equity Securities and (without duplication) Equity
     Securities issuable as of such date upon the exercise, conversion or
     exchange of all Rights outstanding.

SECTION 2.  Acquisition of Equity Securities or Rights; Other Covenants.

     (a)  (i) Except as specifically permitted by this Agreement (including
     Section 2 and Section 6), the Liberty Parties shall not, and shall not
     suffer or permit any of their respective Controlled Affiliates to, acquire
     Beneficial Ownership of any Common Stock if immediately after such
     acquisition the

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<PAGE>

     Common Stock Beneficially Owned, in the aggregate, by the Liberty Parties
     and their Controlled Affiliates would exceed the Maximum Percentage.

     (ii)  No Liberty Party shall be in breach of Section 2(a)(i) solely because
     the Liberty Parties and their respective Controlled Affiliates become the
     Beneficial Owners of a number of shares of Common Stock exceeding the
     Maximum Percentage after and solely because of any action taken by United
     or any Affiliate of United (including the repurchase or redemption by
     United or any of its Affiliates of Equity Securities or Rights, the
     issuance of Equity Securities or Rights, including pursuant to an offer by
     United or any of its Affiliates to its security holders of rights to
     subscribe for Equity Securities, the expiration of Rights, or the
     declaration by United of a dividend in respect of any class of Equity
     Securities payable at the election of such security holders either in cash
     or in Equity Securities) in respect of which no Liberty Party or Controlled
     Affiliate thereof shall have taken any action except as permitted to be
     taken by holders of Equity Securities or Rights in their capacities as such
     (including as a result of action taken in accordance with Section 6 hereof
     or an election not to tender any of such Liberty Party's Equity Securities
     pursuant to any such offer to repurchase, an election to purchase Equity
     Securities or Rights pursuant to any such subscription offer or an election
     to be paid a dividend in respect of the Liberty Party Equity Securities in
     Equity Securities or Rights instead of cash).

     (b)  Except as contemplated by the Stockholders Agreement or specifically
     permitted by this Agreement (including Section 6), each Liberty Party shall
     not, and such Liberty Party shall not permit any of its Controlled
     Affiliates to:

        (i)  solicit proxies with respect to Equity Securities or become a
        participant in a solicitation of proxies with respect to Equity
        Securities, in either case within the meaning of Regulation 14A under
        the Exchange Act (or any successor regulation), except that any director
        of United may solicit proxies on behalf of United or be a participant
        with United in a solicitation of proxies to be voted in accordance with
        the recommendation of the Board in each case;

        (ii)  form, join or participate in any Group with respect to Equity
        Securities with any holder of Equity Securities that is not a Liberty
        Party or Controlled Affiliate thereof if the Equity Securities
        Beneficially Owned by such Group would exceed the Maximum Percentage,
        unless the Controlling Principals are members of such Group;

        (iii)  deposit any Liberty Party Equity Securities in any voting trust
        or subject any Liberty Party Equity Securities to a voting agreement or
        other voting arrangement, in any such case as a method of evading or
        attempting to evade the requirements of this Agreement;

        (iv)  solicit or encourage an Offer from a Person other than a Liberty
        Party, a Founder, United or any Controlled Affiliate of any of the
        foregoing Persons; or

        (v)  call a meeting of United's stockholders, make a proposal for
        consideration by United's stockholders (except to the Board), or vote or
        consent to an amendment of United's bylaws without the consent of the
        Board (except as permitted by Section 3).

     (c)  If a Controlled Affiliate of a Liberty Party that has not previously
     become a party to this Agreement acquires Beneficial Ownership of any
     Equity Securities after the date hereof, such Liberty Party shall promptly
     cause such Controlled Affiliate to deliver to United an undertaking to be
     bound by all provisions of the Stockholders Agreement and this Agreement
     applicable to the Liberty Party.

SECTION 3.  Voting, Appraisal Rights.

     (a)  Each Liberty Party shall cause all of such Liberty Party's Equity
     Securities to be present at all meetings of the stockholders of United at
     which such Liberty Party shall be entitled to vote and as to which notice
     has been properly given in accordance with the applicable provisions of the
     United Charter and United Bylaws, or shall cause proxies to be present at
     all such meetings, so as to enable all of such Liberty Party's Equity
     Securities to be counted for quorum purposes. Except for (A) those matters
     as to which a Liberty Party or the Class C Directors or Liberty Directors
     have approval rights

                                       6
<PAGE>

     pursuant to this Agreement, the Stockholders Agreement or the United
     Charter and (B) any matter that, pursuant to the New United Covenant
     Agreement, is required to be approved by Liberty, if such approval has not
     been obtained, or that, by the terms of Section 3.12 of the United Bylaws,
     is required to be reviewed, voted upon and approved by the Board or a
     committee thereof, if such matter has not been reviewed, voted upon and
     approved by the required vote of the Board or a committee thereof, in any
     such case prior to the time such matter is presented to the stockholders of
     United for their approval, each Liberty Party will vote its Common Stock
     (i) with respect to any matter submitted for approval of stockholders of
     United (other than those referred to in clauses (ii) and (iii) below), in
     such Liberty Party's sole discretion, either (x) in the manner recommended
     by a majority of the Board or (y) in the same proportion as the holders of
     the remaining Common Stock vote with respect to such matter, (ii) against
     any merger, consolidation, recapitalization, dissolution or sale of all or
     substantially all of the assets of United not approved by the Board, and
     (iii) with respect to the election or removal of directors (x) following
     the occurrence of a Class B Event, as provided in Section 3(b) below, and
     (y) otherwise, in its sole discretion. Notwithstanding the foregoing, the
     Liberty Parties will be entitled to vote their Common Stock in favor of any
     proposal to approve or necessary to implement the transactions expressly
     contemplated by the Transaction Agreements, whether or not approval is
     recommended by the Board. No Liberty Party will exercise appraisal rights
     as to any matter.

     (b)  Following the occurrence of a Class B Event,

        (i)  The Liberty Parties shall have the right to nominate four members
        of the Board or, if greater, such number of members of the Board
        (rounded up to the next whole number) equal to 33 1/3% of the
        then-authorized number of members of the Board (each such nominee, a
        "Liberty Director"); pursuant to the Voting Agreement, the Controlling
        Principals will have the right to nominate four members of the Board or,
        if greater, such number of members of the Board (rounded up to the next
        whole number) equal to 33 1/3% of the then-authorized number of members
        of the Board (each such nominee, a "Controlling Principal Director");
        and the Board will nominate the remaining members of the Board.

        (ii)  The Liberty Parties will vote or cause to be voted all Equity
        Securities owned by them (or with respect to which they have the right
        to vote or direct the voting) that have the right to vote generally in
        the election of directors for the election to the Board of those persons
        nominated in accordance with this Section 3(b) and Section 3(c) and will
        not seek the removal of any director (other than a Liberty Director)
        except for cause; provided that, if the Controlling Principals request
        that the Liberty Parties vote in favor of the removal of any Controlling
        Principal Director, the Liberty Parties will vote or cause to be voted
        all Equity Securities owned by them (or with respect to which they have
        the right to vote or direct the voting) that have the right to vote on
        such matter in favor of the removal of such Controlling Principal
        Director.

        (iii)  The approval of the Liberty Directors shall be required for all
        matters set forth in paragraph (b) of Article Fifth of the United
        Charter as in effect on the date hereof, without regard to any
        limitation that would otherwise apply as a result of the Class C Stock
        ceasing to be outstanding.

     (c)  United shall take all necessary or desirable action (including,
     without limitation, nominating the Liberty Directors) in order to cause the
     Board to have the constituency provided for in Section 3(b) and to give
     effect to this Section 3. In the absence of any nomination by the Liberty
     Parties of a Liberty Director, the person or persons previously nominated
     by the Liberty Parties and then serving shall be re-nominated if still
     eligible to serve as provided herein. The Liberty Parties may request, and
     vote in favor of, the removal of any Liberty Director, with or without
     cause. The Liberty Parties will have the right to nominate a person to fill
     any vacancy on the Board created by the resignation, removal, incapacity or
     death of any Liberty Director. Pursuant to the Voting Agreement, the
     Controlling Principals will have the right to nominate a person to fill any
     vacancy on the Board created by the resignation, removal, incapacity or
     death of any Controlling Principal Director.

                                        7
<PAGE>

SECTION 4.  Certain United Covenants.

     (a)  If any consents, approvals, waivers or other action by, or notices to,
     filings with or applications or submissions to, any Governmental Authority
     or other third party are needed for any Liberty Party or any Controlled
     Affiliate of a Liberty Party to exercise any rights under this Agreement,
     any other Transaction Agreement or the United Charter (including the
     purchase rights and approval rights of the holders of Class C Stock set
     forth therein) or for the exercise of the approval rights of the Class C
     Directors or Liberty Directors under the United Charter, this Agreement and
     the New United Covenant Agreement, respectively, United shall cooperate
     with Liberty and use its best commercially reasonable efforts to obtain and
     assist Liberty in obtaining the necessary consents, approvals, waivers and
     other actions, and making the necessary notices, filings, applications and
     submissions.

     (b)  United will not issue, grant or sell any shares of Class B Stock, any
     Equity Securities convertible into or exercisable or exchangeable for Class
     B Stock (contingently or otherwise) or that have a greater vote per share
     (on an as-converted basis or otherwise) than the Class A Stock (whether
     generally, in the election of directors or generally other than in the
     election of directors) (collectively, "High-Vote Securities") or any Rights
     to acquire any of the foregoing, other than to a Liberty Party or
     Controlled Affiliate thereof, unless and until the Class C Stock has become
     convertible in full into Class B Stock, except that (x) United may issue up
     to an aggregate of three million shares of Class B Stock upon exercise of
     Assumed Options and Permitted Options, and (y) United may, on majority vote
     of the Board and compliance with applicable legal requirements, issue
     shares of a series of its preferred stock convertible into Class B Stock,
     but with no other conversion rights, no voting rights other than the
     limited voting rights customary in preferred stocks, and no other special
     rights, provided that such convertible preferred stock shall not be
     convertible into Class B Stock until the Class C Stock has become fully
     convertible into Class B Stock, and the aggregate number of shares of Class
     B Stock issuable upon conversion of all such preferred stock and the
     exercise of the Assumed Options and the Permitted Options shall be less
     than the number of shares that, if issued in one or more transactions
     following the occurrence of a Conversion Event, would entitle the Liberty
     Parties to exercise the purchase rights set forth in Section 7A (it being
     understood that such issuances will be taken into account in determining
     the Liberty Parties' entitlement to exercise such purchase rights).

     (c)  United will not issue, grant or sell any options exercisable for Class
     B Stock other than the Permitted Options without Liberty's prior consent.

SECTION 5.  Dispositions of Equity Securities.

     (a)  No Liberty Party shall Transfer or permit any of its Controlled
     Affiliates to Transfer Beneficial Ownership of any Equity Securities,
     unless the Transfer is (i) a Transfer to Liberty or a Controlled Affiliate
     of Liberty that is or becomes a party to this Agreement in accordance with
     Section 2(c); (ii) a Transfer of Class A Stock to one or more underwriters
     in connection with a bona fide public offering registered under the
     Securities Act; (iii) a Transfer to a Founder or Designated Purchaser
     pursuant to Section 4 of the Stockholders Agreement, provided that the
     transferee, if other than a Founder, delivers to United an undertaking to
     be bound by all provisions of the Stockholders Agreement and, in the case
     of a Designated Purchaser that is not a Permitted Transferee, this
     Agreement; (iv) a Transfer pursuant to Section 7 or 8 of the Stockholders
     Agreement; or (v) a Transfer of Class A Stock that otherwise complies with
     the terms of the Stockholders Agreement, provided that, in the case of a
     Transfer pursuant to clause (ii) or this clause (v) other than to an
     Affiliate, the transferring Liberty Party has no reason to believe that any
     Person or Group would hold as a result of such a Transfer of Beneficial
     Ownership more than ten percent of the Voting Power in the election of
     directors as of the date of such Transfer.

     (b)  The Liberty Parties may pledge or grant a security interest in Equity
     Securities to a financial institution to secure a bona fide loan made to a
     Liberty Party or in connection with a hedging

                                        8
<PAGE>

     transaction with a financial institution, so long as the Liberty Party
     complies with Section 6(b) of the Stockholders Agreement.

     (c)  Any attempted Transfer in violation of this Agreement shall be void.

SECTION 6.  Offers for United.

     (a)  If any Person shall make an offer (an "Offer"): (i) to acquire from
     United or from one or more stockholders thereof (by tender or exchange
     offer or other public offer), or both (the "Offeree"), Equity Securities of
     United, (ii) to acquire all, or substantially all, the assets of United, or
     (iii) to effect a merger, consolidation, statutory share exchange or
     similar transaction between or involving United and another Person, then
     United shall give Liberty notice of such Offer promptly upon receipt by
     United thereof or, if such disclosure of the existence or terms of such
     Offer is prohibited by the terms thereof or if counsel for United
     determines that such disclosure prior to a public announcement of such
     Offer may violate or result in the violation of applicable United States
     securities laws, promptly after the public announcement of such Offer. In
     no event will United give Liberty notice of such Offer less than ten days
     prior to acceptance of such Offer.

     (b)  If any such Offer is made or proposed to an Offeree and not rejected
     within five days, any Liberty Party or an Affiliate thereof may propose a
     competing offer to the Board and the Board shall in the exercise of its
     fiduciary duties consider in good faith waiving any provisions of this
     Agreement that would restrict actions that might be taken by a Liberty
     Party or its Affiliates in support of such competing offer or the
     transactions contemplated thereby.

     (c)  If United proposes (a "Proposal") to effect a sale of all or
     substantially all of the assets of United or a merger, consolidation,
     statutory share exchange or similar transaction between or involving United
     and another Person or to issue in any transaction Class B Stock in an
     amount such that the Liberty Parties' purchase rights would not apply to
     such issuance (whether as a result of clause (h)(ii) of Article Fourth of
     the United Charter or Section 7A(d) of this Agreement), then United shall
     give Liberty notice of such Proposal and, prior to taking any action to
     effectuate the same, United shall give Liberty the opportunity to propose
     (or to cause an Affiliate of Liberty to propose) an alternative transaction
     to the Board. If Liberty or an Affiliate thereof proposes an alternative
     transaction to the Proposal to the Board, the Board shall in the exercise
     of its fiduciary duties consider in good faith waiving any provisions of
     this Agreement that would restrict actions that might be taken by Liberty
     or its Affiliates in support of such alternative transaction.

     (d)  United shall not enter into any agreement or make any covenant that
     would preclude it from complying with this Section 6.

SECTION 7A.  Purchase Rights -- High-Vote Securities.

     (a)  If, following the occurrence of a Conversion Event, United issues,
     grants or sells any High-Vote Securities (including upon conversion,
     exercise or exchange of previously issued Rights) and after giving effect
     thereto, together with any prior issuances of Class B Stock with respect to
     which the Liberty Parties did not have any purchase rights pursuant to this
     Section 7A, including any issuance of Class B Stock or other High-Vote
     Securities contemplated by Section 4(b) (which issuance for purposes of
     this Section 7A shall be deemed to have occurred as of the later of the
     actual issuance of such Class B Stock or other High-Vote Securities and
     immediately after the occurrence of a Conversion Event), the combined
     voting power (whether in the election of directors or otherwise) of the
     Liberty Parties' Equity Securities is equal to or less than 90% of the
     combined voting power thereof immediately prior to either such issuance or
     the first such issuance (or deemed issuance), the Liberty Parties will be
     entitled, subject to applicable legal requirements (which United will use
     its best commercially reasonable efforts to cause to be satisfied or
     waived), to acquire from United additional shares of Class B Stock, in the
     manner provided in this Section 7A, in an amount sufficient to restore the
     combined voting power of the Equity Securities owned by the Liberty Parties
     to 100% of the combined voting power of the Liberty Parties' Equity
     Securities immediately prior to either such issuance or the first such
     issuance or deemed issuance (whichever is greater, in the case of

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<PAGE>

     multiple issuances) (appropriately adjusted for other acquisitions or
     dispositions of Equity Securities by the Liberty Parties following such
     first issuance or deemed issuances). For purposes of this Section 7A, the
     voting power of the Liberty Parties' Equity Securities shall in all cases
     be calculated as if any High-Vote Securities that are convertible into, or
     exercisable or exchangeable for, Class B Stock had been converted into or
     exercised or exchanged for Class B Stock.

     (b)  The Liberty Parties will be entitled to restore their voting power in
     United as provided above by, at their election:

        (i)  subject to applicable Law and listing requirements, surrendering
        shares of Class A Stock in exchange for Class B Stock on a one-for-one
        basis;

        (ii)  purchasing from United additional shares of Class B Stock for a
        purchase price per share, payable in cash or such other form of
        consideration as may be acceptable to United, equal to (x) the issue
        price per share of the Class B Stock equivalent of the High-Vote
        Securities so issued (which if paid other than in cash or shares of
        Class A Stock shall be the fair market value of the consideration so
        paid) or (y) with respect to any High-Vote Securities that were issued
        in exchange for shares of Class A Stock, the average of the Closing
        Prices (as defined in the United Charter as in effect on the date
        hereof) per share of the Class A Stock for the ten consecutive trading
        days preceding (A) the date on which the additional shares of Class B
        Stock are purchased or (B) the date on which such High-Vote Securities
        were issued, whichever yields the lower price, in each case
        appropriately adjusted to reflect the effect of any stock splits,
        reverse splits, combination, stock dividends or other events affecting
        the Class B Stock; or

        (iii)  any combination of the foregoing.

     (c)  If the Liberty Parties become entitled to acquire additional Class B
     Stock by purchase or exchange pursuant to the purchase rights contemplated
     by this Section 7A, United shall provide notice of such entitlement to
     Liberty within five Business Days after the issuance of any High-Vote
     Securities that alone or together with any prior issuances has reduced the
     voting power of the Liberty Parties' Equity Securities by ten percent or
     more. The right of the Liberty Parties to acquire additional Class B Stock
     shall then be contingent upon Liberty's (i) delivering a notice to United
     within ten days after receipt of United's notice, in which notice Liberty
     states that it or one or more other Liberty Parties or Controlled
     Affiliates will acquire additional Class B Stock pursuant to its purchase
     rights, and (ii) tendering the applicable consideration for such additional
     Class B Stock within 30 days after the later of receipt by Liberty of
     United's notice and the date of the issuance of High-Vote Securities that
     has reduced the voting power of the Liberty Parties' Equity Securities by
     ten percent or more (subject to extension for up to 60 additional days if
     required to obtain Governmental Approval or for any applicable waiting
     periods to expire or terminate).

     (d)  Notwithstanding the foregoing, if United issues Class B Stock in any
     transaction in an amount such that, immediately following such issuance,
     the Persons who were holders of outstanding Equity Securities immediately
     prior to such issuance of Class B Stock then hold in the aggregate less
     than 30 percent of the voting power of United's outstanding Equity
     Securities in the election of directors generally, then the Liberty Parties
     will not have a right to restore or maintain their voting power in United
     pursuant to such purchase rights.

SECTION 7B.  Preemptive Rights -- Class A Securities.

     (a)  If at any time after the execution and delivery of this Agreement
     United issues, grants or sells any Class A Securities, the Liberty Parties
     shall have the right, subject to applicable legal requirements (which
     United will use its best commercially reasonable efforts to cause to be
     satisfied or waived), but not the obligation, to acquire from United a
     portion of such Class A Securities up to an amount sufficient to permit the
     Liberty Parties to maintain the percentage of the total outstanding Common
     Stock represented by the Liberty Parties' Equity Securities immediately
     prior to the issuance of such Class A Securities, assuming for purposes of
     calculating such percentage that all Rights, if any, constituting Class A
     Securities held by the Liberty Parties or to be issued, granted or

                                       10
<PAGE>

     sold in such transaction have been duly converted, exchanged or exercised
     in full (whether or not then convertible, exchangeable or exercisable). If
     United desires to issue any Class A Securities, it will first give written
     notice (an "Issuance Notice") thereof to the Liberty Parties stating the
     number of Class A Securities proposed to be issued, granted or sold, the
     date such Class A Securities are proposed to be issued, granted or sold
     (which date shall be no more than 60 days nor less than 20 days after the
     date such Issuance Notice is delivered to Liberty), the total per share
     consideration to be received by United upon issue, grant or sale of such
     Class A Securities (which consideration may, in the case of an underwritten
     public offering for cash of Class A Stock or Rights convertible into or
     exchangeable or exercisable for Class A Stock, may be expressed as a range
     of per share prices (provided that such range shall be no more than the
     lesser of (A) 50% of the lowest price in such range and (B) $5 per share))
     and any other material terms of the proposed transaction. Within 20 days
     following receipt of an Issuance Notice, any Liberty Party may exercise its
     rights under this Section 7B by giving written notice (a "Preemption
     Notice") to that effect to United, which notice shall specify the maximum
     number of Class A Securities that such Liberty Party elects to purchase.
     Failure to deliver a Preemption Notice within such 20 day period will
     constitute a waiver of the rights granted by this Section 7B as to the
     particular issuance of Class A Securities specified in the Issuance Notice.

     (b)  The per share price to be paid upon exercise of the rights granted
     under this Section 7B with respect to any issuance, grant or sale of Class
     A Securities shall be the lower of the lowest per share consideration at
     which Class A Securities are issued, granted or sold in such issuance and
     the consideration per share specified in the applicable Issuance Notice.
     The consideration for which Class A Securities are offered or proposed to
     be offered will be determined as follows: (i) in case of the proposed
     issuance of Class A Securities for cash, the consideration per share will
     be the amount of cash per share to be received by United after any
     underwriting discounts and (ii) in the case of a proposed issuance of Class
     A Securities in whole or in part for consideration other than cash, the
     value of the consideration other than cash will be the fair market value of
     that consideration. The purchase price shall be payable in cash or such
     other form of consideration as may be reasonably acceptable to United, in
     an amount equal to the price per share of the Class A Securities so issued
     (which if paid other than in cash shall be the fair market value of the
     consideration so paid).

     (c)  Upon delivery of a Preemption Notice in accordance with Section 7B(a),
     United and the Liberty Parties delivering such Preemption Notice will enter
     into a purchase and sale agreement pursuant to which United will be
     obligated to sell and such Liberty Parties will be obligated to buy the
     Class A Securities specified in such Preemption Notice for the
     consideration per share determined in accordance with Section 7B(b). The
     parties will make representations and warranties customary for similar
     stock purchase transactions, including, in the case of United,
     representations that all filings made by it pursuant to the Exchange Act
     and the Securities Act are complete and accurate in all material respects,
     that the most recent financial statements provided by United to Liberty
     pursuant to Section 2(e) of the New United Covenant Agreement fairly
     present the financial condition and results of operations of United and its
     subsidiaries as of the dates and for the periods covered thereby and that
     United has no material undisclosed liabilities. There shall be no
     conditions to the parties' obligation to close such purchase and sale other
     than (1) the closing of the issuance, grant or sale of the balance of the
     Class A Securities covered by the Issuance Notice, (2) the absence of any
     material breach of any of the representations and warranties described
     above, assuming such representations and warranties had been made both on
     the date of the Issuance Notice and on the closing date of such purchase
     and sale agreement, and (3) in the case of the Liberty Parties' obligation
     to close, (A) the issuance, grant or sale of the balance of the Class A
     Securities specified in the Issuance Notice being on the terms specified
     therein (including, in the case of an underwritten public offering for cash
     of Class A Stock or Rights, the final price of such public offering being
     within the range set forth in the Issuance Notice) and (B) the issuance,
     grant or sale of such Class A Securities occurring within 20 days before or
     after the date specified therefor in the Issuance Notice.

                                       11
<PAGE>

     (d)  Each issuance of Class A Securities to a Liberty Party must be on
     terms not less favorable to such Liberty Party than the most favorable
     terms on which United issues or proposes to issue in the transaction in
     connection with which the preemptive right is being exercised Class A
     Securities to any other Person (without discrimination based on differences
     in the number or amount of Class A Securities to be acquired). Without
     limiting the generality of the immediately preceding sentence, (i) each
     Liberty Party must be given the same options and rights of election, if
     any, as to the kind(s) or amount(s) of consideration to be paid or
     delivered for Class A Securities as any other purchaser is given or was
     proposed to be given in the Issuance Notice and (ii) the purchase price to
     be paid by each Liberty Party upon exercise of its rights under this
     Section 7B will be paid upon terms which are not less favorable than those
     on which the Class A Securities are sold to any other purchaser, unless
     those terms provide for payment in a manner which could not reasonably be
     duplicated by any Liberty Party, such as the transfer of specific property
     to United, in which event such payment will be in cash or such other form
     of consideration as may be reasonably acceptable to United, equal to the
     price per share of the Class A Securities so issued (which if paid other
     than in cash shall be the fair market value of the consideration so paid).
     The giving of an Issuance Notice shall constitute the representation and
     warranty by United to each Liberty Party that (A) the proposed issuance is
     not subject to conditions, contingencies or material terms not disclosed in
     the Issuance Notice or in the accompanying documents delivered therewith;
     and (B) neither the amount or kind of consideration offered by any other
     purchaser of the Class A Securities nor any other terms of the proposed
     issuance or of any other transaction or proposed transaction with such
     purchaser or any of its Affiliates have been established for the purpose of
     circumventing, increasing the cost of exercising or otherwise impairing the
     Liberty Parties' preemptive rights under this Section 7B.

     (e)  Notwithstanding the foregoing, the Liberty Parties will not be
     entitled to acquire Class A Securities pursuant to this Section 7B with
     respect to (i) any issuance or sale of Class A Securities in connection
     with the acquisition of a business (A) from a third party that is not an
     Affiliate of United or of any Founder and (B) that is directly related to
     the then existing businesses conducted by United and its Controlled
     Affiliates, (ii) any issuance or grant of options to purchase shares of
     Class A Stock to employees of United pursuant to an employee benefit plan
     approved by the Board, but only to the extent that the percentage of the
     total outstanding Class A Stock issued and issuable pursuant to all options
     to purchase shares of Common Stock granted pursuant to all such employee
     benefit plans (irrespective of when such options were issued) does not
     exceed 10% of the total outstanding Common Stock of United, (iii) Equity
     Securities issued as a dividend to all holders of Equity Securities or upon
     any subdivision or combination of all shares of Equity Securities, or (iv)
     any issuance of Class A Stock pursuant to the exercise of Rights as to
     which the Liberty Parties shall have been afforded the opportunity to
     exercise their preemptive rights pursuant to this Section 7B.

     (f)  If the Liberty Parties waive or are deemed to have waived the
     preemptive rights granted under this Section 7B with respect to any
     proposed issuance of Class A Securities specified in an Issuance Notice,
     then United shall be free to issue, sell or grant the Class A Securities
     described in such Issuance Notice without the participation of any Liberty
     Party; provided that such issuance, sale or grant closes within 60 days
     after the date of the applicable Issuance Notice and is on terms no more
     favorable to any purchaser than the terms proposed in such Issuance Notice.
     United shall not issue, sell or grant any Class A Securities after any such
     60 day period without again complying with this Section 7B. The provisions
     of this Section 7B shall apply successively to each and every issuance of
     Class A Securities.

SECTION 8.  Representations and Warranties.

Each of the Liberty Parties, severally and not jointly, on the one hand, and
United, on the other, represent and warrant to each other as of the date of this
Agreement as follows:

     (a)  Such party has the right, power, legal capacity and authority to enter
     into and perform its obligations under this Agreement, and this Agreement
     constitutes such party's valid and binding obligation, enforceable in
     accordance with its terms, subject, as to enforceability, to applicable

                                       12
<PAGE>

     bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
     and similar laws affecting creditors' rights and remedies generally, and to
     general principles of equity, including principles of commercial
     reasonableness, good faith and fair dealing (regardless of whether
     enforcement is sought in a proceeding at law or in equity).

     (b)  Such party has obtained all authorizations, permits, approvals or
     consents of any Persons, including all authorizations, permits, approvals
     or consents of any Governmental Authorities, necessary to enter into and
     perform its obligations under this Agreement, except as would not,
     individually or in the aggregate, adversely affect such party's ability to
     perform its obligations under this Agreement.

     (c)  This Agreement and the transactions it contemplates do not conflict
     with any applicable Law or any agreement to which it is a party or
     constitute a default under any such agreement, except as would not,
     individually or in the aggregate, adversely affect such party's ability to
     perform its obligations under this Agreement.

SECTION 9.  Legend.

     (a)  United shall cause a legend substantially similar to the following
     effect to be placed on each certificate representing any Equity Securities
     or Rights issued to each Liberty Party or its Affiliates:

        "The securities represented by this certificate are subject to a
        Stockholders Agreement and a Standstill Agreement, each dated as of
                       , 2002, copies of which are available from
        UnitedGlobalCom, Inc. upon request, and any sale, pledge, hypothecation,
        transfer, assignment or other disposition of such securities is subject
        to such Stockholders Agreement and Standstill Agreement."

     (b)  Upon surrender to United of any certificate representing any Equity
     Securities or Rights disposed of by a Liberty Party in a transaction
     described in Section 5(a)(ii) or (v), or in clauses (ii), (iii) or (iv) of
     the definition of Transfer in Section 1, United shall promptly cause to be
     issued (i) to the transferee or transferees of such Equity Securities or
     Rights one or more certificates without the legend set forth in Section
     9(a) and (ii) to the holder of Equity Securities or Rights represented by
     such certificates so surrendered one or more certificates representing such
     Equity Securities or Rights, if any, as shall not have been so disposed of,
     with the legend set forth in Section 9(a). Upon termination of this
     Agreement pursuant to Section 11 below and the surrender to United of any
     certificate representing Equity Securities or Rights, United shall cause to
     be issued to the holder of such Equity Securities or Rights one or more
     certificates without the legend set forth in Section 9(a).

SECTION 10.  Remedies.  Each of the parties acknowledges and agrees that in the
event of any breach of this Agreement, the nonbreaching party would be
irreparably harmed and could not be made whole by monetary damages. Accordingly,
the parties to this Agreement, in addition to any other remedy to which they may
be entitled hereunder or at law or in equity, shall be entitled to compel
specific performance of this Agreement.

SECTION 11.  Termination.  The provisions of this Agreement other than Sections
4, 7A and 7B will expire on June 25, 2010, provided that this Agreement will
terminate in its entirety (except as provided in the following sentence) at such
time (whether earlier or later) as the Stockholders Agreement terminates in
accordance with its terms or by the mutual consent of the Controlling Principals
and Liberty. United's obligations under Section 9(b) shall survive the
termination of this Agreement.

SECTION 12.  Notices.  All notices, requests, demands and other communications
required or permitted hereunder shall be in writing, shall be deemed to have
been duly given when delivered personally or, sent by telecopy, or recognized
service providing for guaranteed delivery, addressed as follows:

                                       13
<PAGE>

     (a)  If to United, to it at:

           UnitedGlobalCom, Inc.
           4643 South Ulster Street
           Suite 1300
           Denver, Colorado 80237
           Attention: President
           Fax:(303) 770-4207

    with copies to:

       UnitedGlobalCom, Inc.
       4643 South Ulster Street
       Suite 1300
       Denver, Colorado 80237
       Attention: General Counsel
       Fax: (303) 770-4207

     and to

       Holme Roberts & Owen LLP
       1700 Lincoln, Suite 4100
       Denver, Colorado 80203
       Attention: W. Dean Salter, Esq.
       Fax: (303) 866-0200

     (b)  If to the Liberty Parties, to:

       Liberty Media Corporation
       12300 Liberty Blvd.
       Englewood, Colorado 80112
       Attention: President
       Fax: (720) 875-5382

     with copies to:

       Liberty Media Corporation
       12300 Liberty Blvd.
       Englewood, Colorado 80112
       Attention: Elizabeth M. Markowski, Esq.
       Fax: (720) 875-5858

     and to

       Baker Botts LLP
       599 Lexington Avenue
       New York, New York 10022
       Attention: Robert W. Murray, Esq.
       Fax: (212) 705-5125

or to such other person or address or addresses as Liberty or United shall
specify by notice in accordance with this Section 12. Liberty shall be
responsible for distributing any notices it receives to the Liberty Parties, as
necessary. All notices, requests, demands, waivers and communications shall be
deemed to have been received on the date of delivery or on the first Business
Day after delivery was guaranteed by a recognized delivery service, except that
any change of address shall be effective only upon actual receipt. Written
notice given by telecopy shall be deemed effective when confirmation is received
by the sending party. Delivery shall be deemed to have been made to each Liberty
Party on the date that delivery is made to Liberty at the address specified
above (as it may be changed as provided herein).

                                       14
<PAGE>

SECTION 13.  Entire Agreement.  This Agreement, together with the other
Transaction Agreements and the Merger Agreement, contains all the terms and
conditions agreed upon by the parties hereto, and no other agreements (except to
the extent referenced hereby), oral or otherwise, regarding the subject matter
hereof shall have any effect unless in writing and executed by the parties after
the date of this Agreement.

SECTION 14.  Applicable Law, Jurisdiction; Waiver of Jury Trial.  This Agreement
shall be governed by Colorado law without regard to conflict of law rules. The
parties hereby irrevocably submit to the jurisdiction of any Colorado State or
United States Federal court sitting in Colorado, and only a State or Federal
court sitting in Colorado will have any jurisdiction over any action or
proceeding arising out of or relating to this Agreement or any agreement
contemplated hereby, and the undersigned hereby irrevocably agree that all
claims in respect of such action or proceeding shall be heard and determined in
such a State or Federal court. The undersigned further waive any objection to
venue in such State and any objection to any action or proceeding in such State
on the basis of a non-convenient forum. Each party hereby IRREVOCABLY WAIVES ANY
RIGHT TO A TRIAL BY JURY in any proceeding brought with respect to this
Agreement or the transactions contemplated hereby.

SECTION 15.  Headings.  The headings in this Agreement are for convenience only
and are not to be considered in interpreting this Agreement.

SECTION 16.  Counterpart Execution.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which will constitute a single agreement.

SECTION 17.  Parties in Interest.  Nothing in this Agreement, express or
implied, is intended to confer upon any Person other than the parties hereto,
their Permitted Transferees, in the case of the Liberty Parties, and their
permitted successors and assigns any benefits, rights or remedies. Except as
contemplated by the definitions of "Liberty" and "Transfer" neither this
Agreement nor the rights or obligations of any party may be assigned or
delegated (other than, in the case of a Liberty Party, to a Permitted
Transferee), by operation of law or otherwise without the prior written consent
of Liberty and United.

SECTION 18.  Severability.  The invalidity or unenforceability of any provision
of this Agreement in any application shall not affect the validity or
enforceability of such provision in any other application or the validity or
enforceability of any other provision.

SECTION 19.  Waivers and Amendments.  No waiver of any provision of this
Agreement shall be deemed a further or continuing waiver of that provision or a
waiver of any other provision of this Agreement. This Agreement may not be
amended except in a writing signed by United and Liberty. The Board, by majority
vote, may in it sole discretion waive any provision of this Agreement that
imposes obligations on or restricts the rights of or actions by the Liberty
Parties.

SECTION 20.  Interpretation.  As used herein, except as otherwise indicated
herein or as the context may otherwise require, the words "include," "includes"
and "including" are deemed to be followed by "without limitation" whether or not
they are in fact followed by such words or words of like import; the words
"hereof," "herein," "hereunder" and comparable terms refer to the entirety of
this Agreement and not to any particular article, section or other subdivision
hereof; any pronoun shall include the corresponding masculine, feminine and
neuter forms; the singular includes the plural and vice versa; references to any
agreement or other document are to such agreement or document as amended and
supplemented from time to time; references to any statute or regulation are to
it as amended and supplemented from time to time, and to any corresponding
provisions of successor statutes or regulations; references to "Article,"
"Section" or another subdivision are to an article, section or subdivision
hereof; and all references to "the date hereof," "the date of this Agreement" or
similar terms (but excluding references to the date of execution hereof) refer
to the date first above written, notwithstanding that the parties may have
executed this Agreement on a later date. Any reference herein to a "day" or
number of "days" (without the explicit qualification of "Business") shall be
deemed to refer to a calendar day or number of calendar days. If any action or
notice is to be taken or given on or by a particular calendar day, and such
calendar day is not a Business Day, then such action or notice may be taken or
given on the next succeeding Business Day.

                                       15
<PAGE>

SECTION 21.  Rules of Construction.  The parties hereto agree that they have
been represented by counsel during the negotiation, preparation and execution of
this Agreement and, therefore, waive the application of any law, regulation,
holding or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.

Executed as of the date first set forth above.

                                          UNITEDGLOBALCOM, INC.,
                                          a Delaware corporation

                                          By:
                                            ------------------------------------
                                          Its:

                                          LIBERTY MEDIA CORPORATION,
                                          a Delaware corporation

                                          By:
                                            ------------------------------------
                                          Its:

                                          LIBERTY GLOBAL, INC.,
                                          a Delaware corporation

                                          By:
                                            ------------------------------------
                                          Its:

                    (Signature page to Standstill Agreement)

                                       16
<PAGE>
                                                                    EXHIBIT 7.11

================================================================================



                          REGISTRATION RIGHTS AGREEMENT




                                      AMONG



                           NEW UNITEDGLOBALCOM, INC.,



                            LIBERTY MEDIA CORPORATION



                                       AND



                              LIBERTY GLOBAL, INC.





                          DATED AS OF [        ], 2002
                                       --------


================================================================================



<PAGE>

                                TABLE OF CONTENTS



<Table>
<S>         <C>                                                         <C>
ARTICLE I   DEFINITIONS...................................................1
   1.1      Definitions...................................................1
   1.2      Internal References...........................................3

ARTICLE II  REGISTRATION RIGHTS...........................................3
   2.1      Demand Registration...........................................3
   2.2      Piggyback Registration........................................5

ARTICLE III REGISTRATION PROCEDURES.......................................7
   3.1      Filings; Information..........................................7
   3.2      Registration Expenses........................................10

ARTICLE IV  INDEMNIFICATION AND CONTRIBUTION.............................10
   4.1      Indemnification by the Company...............................10
   4.2      Indemnification by Selling Holders...........................11
   4.3      Conduct of Indemnification Proceedings.......................11
   4.4      Contribution.................................................12

ARTICLE V   MISCELLANEOUS................................................13
   5.1      Participation in Underwritten Registrations..................13
   5.2      Rule 144.....................................................13
   5.3      Holdback Agreements..........................................14
   5.4      Termination..................................................14
   5.5      Amendments, Waivers, Etc.....................................14
   5.6      Counterparts.................................................14
   5.7      Entire Agreement.............................................14
   5.8      Governing Law................................................14
   5.9      Assignment of Registration Rights............................15
   5.10     Notices......................................................15
   5.11     Interpretation...............................................16
</Table>


<PAGE>



                          REGISTRATION RIGHTS AGREEMENT

                  This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is
entered into as of [___________], 2002, by and among New UnitedGlobalCom, Inc.,
a Delaware corporation (the "Company"), Liberty Media Corporation, a Delaware
corporation ("Liberty Media"), and Liberty Global, Inc. a Delaware corporation
("Liberty Global").

                  The Company, UnitedGlobalCom, Inc., a Delaware corporation
("United"), United/New United Merger Sub, Inc., a Delaware corporation
("MergerSub"), Liberty Global, Liberty Media International, Inc., a Delaware
corporation ("LMINT"), Liberty Media and certain stockholders of United (the
"Founders") are parties to an Amended and Restated Agreement and Plan of
Reorganization and Merger, dated as of December 31, 2001 (the "Merger
Agreement"), pursuant to which the parties thereto will effect a transaction in
which, among other things, (a) the Founders and Liberty Global will contribute
or cause to be contributed all of the shares of Class B Common Stock, par value
$0.01 per share, of United held by them and Liberty Media will contribute or
cause to be contributed certain shares of Class A Common Stock, par value $0.01
per share, of United held, directly or indirectly, by it to the Company in
exchange for an equal number of shares of the Company's Class B Common Stock,
par value $0.01 per share ("Class B Stock") (in the case of the Founders), or
Class C Common Stock, par value $0.01 per share ("Class C Stock") (in the case
of Liberty Global), (b) the Company will acquire United by means of a merger of
Merger Sub with and into United, and (c) Liberty Media will contribute, or cause
to be contributed, cash and certain debt securities to the Company in exchange
for additional shares of Class C Stock; and

                  WHEREAS, it is a condition precedent to the closing of the
transactions contemplated by the Merger Agreement that the parties hereto
execute and deliver this Agreement;

                  NOW THEREFORE, in consideration of the premises, mutual
promises and covenants contained in this Agreement and intending to be legally
bound, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

1.1      DEFINITIONS.

         Terms defined in the Merger Agreement are used herein as therein
defined except as otherwise indicated below. In addition, the following terms,
as used herein, have the following meanings:

                  "Class A Stock" means the Company's Class A Common Stock, par
value $0.01 per share.

                  "Class B Stock" has the meaning set forth in the recitals
hereof.


<PAGE>


                  "Class C Stock" has the meaning set forth in the recitals
hereof.

                  "Demand Registration" means a registration under the
Securities Act requested in accordance with Section 2.1.

                  "Initial Amount" means the number of shares of Class A Stock
beneficially owned (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) by the Liberty Holders, calculated without giving effect to any
conditions to or restrictions on the conversion of any securities of the
Company, immediately following the Closing (as adjusted for stock splits,
reverse splits, stock dividends, reclassifications, recapitalizations and
similar events affecting the Class A Stock).

                  "Liberty Holders" means each of Liberty Media, Liberty Global,
their respective Affiliates and any direct or indirect transferee of any
Registrable Securities held by any of such Persons.

                  "Liberty Media" means Liberty Media Corporation, a Delaware
corporation.

                  "Piggyback Registration" has the meaning set forth in Section
2.2.

                  "Registrable Securities" means all securities of the Company
or of any successor to the Company (by reason of merger, share exchange, sale of
all or substantially all the assets of the Company or otherwise) now owned or
hereafter acquired by any Liberty Holder. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when (i)
such securities shall have been transferred or disposed of pursuant to an
effective registration statement under the Securities Act or an exemption from
the registration requirements of the Securities Act, new certificates therefor
not bearing a legend restricting further transfer shall have been delivered by
the Company and the subsequent transfer or disposition of such securities shall
not require their registration or qualification under the Securities Act or any
similar state law then in force or (ii) such securities shall have ceased to be
outstanding.

                  "Requesting Holders" means the Liberty Holders requesting a
Demand Registration and shall include Liberty Holders deemed "Requesting
Holders" pursuant to Section 2.1(c).

                  "Rule 144" means Rule 144 (or any successor rule of similar
effect) promulgated under the Securities Act.

                   "Selling Holder" means any Liberty Holder that is selling
Registrable Securities pursuant to a public offering registered hereunder.

                  "Shelf Registration" means a registration of shares to be sold
on a continuous or delayed basis pursuant to Rule 415 under the Securities Act
(or any successor provision thereto).

                  "Underwriter" means a securities dealer that purchases any
Registrable Securities as principal and not as part of such dealer's
market-making activities.


                                       2
<PAGE>


1.2      INTERNAL REFERENCES

         Unless the context indicates otherwise, references to Articles,
Sections and paragraphs shall refer to the corresponding articles, sections and
paragraphs in this Agreement, and references to the parties shall mean the
parties to this Agreement.

                                   ARTICLE II

                               REGISTRATION RIGHTS

2.1      DEMAND REGISTRATION.

                  (a) Liberty Media or its designee, on behalf of the Liberty
Holders, shall be entitled to make written requests from time to time for Demand
Registration of all or any part of the Registrable Securities held by the
Liberty Holders, provided that each such Demand Registration must be in respect
of Registrable Securities representing not less than the lower of (A) 10% of the
Initial Amount or, with respect to Registrable Securities other than shares of
Class A Stock, a number of such other securities having a fair market value
(based on the average of the closing prices of such securities on the principal
stock exchange or interdealer quotation system on which such securities are
traded for the five consecutive trading days immediately preceding the date of
the written request for such Demand Registration or, if such securities are not
publicly traded, as determined in good faith by the Company's Board of
Directors) equal to at least 10% of the product of (x) the Initial Amount,
multiplied by (y) the average of the closing prices of the Class A Stock on the
principal stock exchange or interdealer quotation system on which the Class A
Stock is traded for the same five trading day period or (B) all of the
Registrable Securities held by the Liberty Holders. Notwithstanding the
foregoing, the Company shall not be obligated to effect more than a total of
five (5) Demand Registrations and Liberty Media and any designee of Liberty
Media may make no more than two requests for a Demand Registration in any
12-month period.

                  (b) Any request for a Demand Registration will specify the
aggregate number and kind of Registrable Securities proposed to be sold and will
also specify the intended method of disposition thereof. A registration will not
count as a Demand Registration until it has become effective and at least 90% of
the Registrable Securities requested to be included in such Demand Registration
have been registered and sold.

                  (c) Upon receipt of any request for a Demand Registration by
Liberty Media or its designee, the Company shall promptly (but in any event
within ten days) give written notice of such proposed Demand Registration to
each of the Liberty Holders that, according to the stock transfer book of the
Company, holds Registrable Securities, and all such Liberty Holders (including
their respective direct or indirect transferees) shall have the right,
exercisable by written notice to the Company within 20 days of their receipt of
the Company's notice, to elect to include in such Demand Registration such
portion of their Registrable Securities as they may request. All such Persons
requesting to have their Registrable Securities included in a Demand
Registration in accordance with the preceding sentence shall be deemed to be
"Requesting Holders" for purposes of this Section 2.1.


                                       3
<PAGE>


                  (d) If Liberty Media or its designee so elects, the offering
of such Registrable Securities pursuant to such Demand Registration shall be in
the form of a "firm commitment" underwritten offering. The Company shall have
the right to select the Underwriters to be used in connection with any offering
under this Section 2.1, provided that such Underwriters, including the managing
Underwriters, shall be reasonably satisfactory to the Requesting Holders that
hold a majority of the Registrable Securities requested to be included in such
Demand Registration. Any request for Demand Registration may specify that
Registrable Securities are to be sold pursuant to a Shelf Registration.

                  (e) The Company will have the right to preempt any Demand
Registration with a primary registration by giving written notice, within ten
Business Days after the request for such Demand Registration was given, of such
intention to Liberty Media indicating that the Company has identified a specific
business need and use for the proceeds of the sale of such securities and had
contemplated such sale of securities prior to the date such written request was
given, and the Company shall use commercially reasonable efforts to effect a
primary registration within 90 days of such notice. In the ensuing primary
registration, the Liberty Holders will have the Piggyback Registration rights
set forth in Section 2.2 hereof. If the Company thereafter decides to abandon
its intention to pursue such sale of securities, it shall give notice thereof to
Liberty Media within two Business Days following the Company's decision. The
Company may exercise the right to preempt a Demand Registration only once in
each 360-day period; provided, that during each 360-day period the Company shall
use its reasonable best efforts to permit a period of at least 180 consecutive
days during which the Liberty Holders may effect a Demand Registration.

                  (f) If a Demand Registration involves an underwritten offering
and the managing Underwriter(s) advise the Company and the Requesting Holders in
writing that, in its opinion, the number of securities requested to be included
in such registration (including securities of the Company that are not
Registrable Securities) exceeds the number that can be sold in such offering
without adversely affecting the price of the offering, the Company will include
in such registration the Registrable Securities requested to be included in such
registration. If the number of Registrable Securities requested to be included
in such registration exceeds the number that, in the opinion of such managing
underwriter, can be sold in such offering, the number of such Registrable
Securities to be included in such Demand Registration shall be allocated pro
rata among all Requesting Holders on the basis of the relative number of
Registrable Securities then held by each such Requesting Holder (provided that
the number of Registrable Securities thereby allocated to any Requesting Holder
for inclusion in such Demand Registration that exceeds such Requesting Holder's
request shall be reallocated among the remaining Requesting Holders in like
manner) or in such other manner as the Requesting Holders may agree. If the
number of Registrable Securities requested to be included in such Demand
Registration is less than the number that, in the opinion of the managing
Underwriter(s), can be sold in such offering without adversely affecting the
price of the offering, the Company may include in such registration the
securities the Company proposes to sell up to the number of securities that, in
the opinion of the managing Underwriter(s), can be so sold in such offering. If
the number of Registrable Securities requested to be included in such Demand
Registration plus the number of securities proposed to be included in such
Demand Registration by the Company is less than the number that, in the opinion
of the managing Underwriter(s), can be sold in such offering without adversely
affecting the price of the offering, the securities requested to be


                                       4
<PAGE>
included in such Demand Registration by other Persons whose requests have been
approved by the Company may be included in such Demand Registration up to the
number of securities that, in the opinion of the managing Underwriter(s), can be
so sold. If any Registrable Securities requested to be registered pursuant to a
Demand Registration under this Section 2.1 are excluded from registration
hereunder, then the Liberty Holder(s) having Registrable Securities excluded
shall have the right to withdraw all, or any part, of their Registrable
Securities from such registration prior to its effectiveness.

2.2      PIGGYBACK REGISTRATION

                  (a) If the Company proposes to file a registration statement
under the Securities Act with respect to an offering of securities for the
account of any Person other than a Liberty Holder or for its own account (other
than a registration statement on Form S-4 or S-8 (or any substitute form that
may be adopted by the Commission)), the Company shall give written notice of
such proposed filing to the Liberty Holders as soon as reasonably practicable
(but in no event less than 15 days before the anticipated filing date),
undertaking to provide each Liberty Holder the opportunity to register on the
same terms and conditions such number of Registrable Securities as such Liberty
Holder may request (a "Piggyback Registration"). Each Liberty Holder will have
five Business Days after any such notice is given to notify the Company as to
whether it wishes to participate in a Piggyback Registration (which notice shall
not be deemed to be a request for a Demand Registration); provided that should a
Liberty Holder fail to provide timely notice to the Company, such Holder will
forfeit any rights to participate in the Piggyback Registration with respect to
such proposed offering. If the registration statement is filed on behalf of a
Person other than the Company, the Company will use its best efforts to have the
amount of Registrable Securities that the Liberty Holders wish to sell included
in the registration statement. If the Company or the Person for whose account
such offering is being made shall determine in its sole discretion not to
register or to delay the proposed offering, the Company may, at its election,
provide written notice of such determination to the Liberty Holders and (i) in
the case of a determination not to effect the proposed offering, shall thereupon
be relieved of the obligation to register such Registrable Securities in
connection therewith, and (ii) in the case of a determination to delay a
proposed offering, shall thereupon be permitted to delay registering such
Registrable Securities for the same period as the delay in respect of the
proposed offering. If the Piggyback Registration involves an underwritten public
offering, any Liberty Holder that requested that Registrable Securities be
included therein may elect, by written notice given to the Company prior to the
effective date of the registration statement therefor, not to register such
Registrable Securities in connection with such Piggyback Registration. As
between the Company and the Selling Holders, the Company shall be entitled to
select the Underwriters in connection with any Piggyback Registration.

                  (b) If a Piggyback Registration involves an underwritten
offering and the managing Underwriter(s) advise the Company in writing that, in
its opinion, the amount of securities requested to be included in such
registration by all selling securityholders and the Company, if applicable,
exceeds the amount which can be sold in such offering without adversely
affecting the price of such offering, then the Company will include in such
Piggyback Registration (A) if such Piggyback Registration relates to a primary
offering initiated by the Company, (i) first, the securities proposed to be sold
by the Company, (ii) second, to the extent the number of securities proposed to
be included in such Piggyback Registration by the


                                       5
<PAGE>


Company is less than the number of securities which the Company has been advised
by the managing Underwriter(s) can be sold in such offering without having the
adverse effect referred to above, the Registrable Securities requested to be
included in such Piggyback Registration by the Liberty Holders (provided that if
the number of such Registrable Securities, in combination with the number of
securities proposed to be included in such Piggyback Registration by the
Company, exceeds the number which the Company has been advised can be sold in
such offering without having the adverse effect referred to above, the number of
such Registrable Securities included in such Piggyback Registration shall be
allocated pro rata among all such Liberty Holders on the basis of the relative
number of Registrable Securities that each of the Liberty Holders has requested
to be included in such Piggy Registration or in such other manner as such
Liberty Holders may agree); and (B) if such Piggyback Registration relates to a
secondary offering initiated by any Person other than a Liberty Holder, (i)
first, the securities requested to be included in such registration by such
other Person (to the extent that the number of such securities does not exceed
the number of securities which the Company has been advised by the managing
Underwriter(s) can be sold in such offering without having the adverse effect
described above), (ii) second, to the extent the number of securities requested
to be included in such registration by such other Person is less than the number
of securities which the Company has been advised by the managing Underwriter(s)
can be sold in such offering without having the adverse effect referred to
above, the Registrable Securities requested to be included in such Piggyback
Registration by the Liberty Holders (provided that if the number of such
Registrable Securities, in combination with the securities of such other Person
to be included in such Piggyback Registration, exceeds the number which the
Company has been advised by the managing Underwriter(s) can be sold in such
offering without having the adverse effect referred to above, the number of such
Registrable Securities of the Liberty Holders included in such Piggyback
Registration shall be allocated pro rata among all such Liberty Holders on the
basis of the relative number of Registrable Securities each such Liberty Holder
has requested to be included in such Piggyback Registration or in such other
manner as such Liberty Holders may agree) and (iii) third, to the extent the sum
of the number of securities requested to be included in such Piggyback
Registration by such other Person plus the number of Registrable Securities
proposed to be included in such Piggyback Registration by the Liberty Holders is
less than the number of securities which the Company has been advised by the
managing Underwriter(s) can be sold in such offering without having the adverse
effect referred to above, the securities proposed to be sold by the Company (to
the extent that the number of such securities does not exceed, in combination
with the securities of such other Person and the Liberty Holders to be included
in such Piggyback Registration, the number of securities which the Company has
been advised by the managing Underwriter(s) can be sold in such offering without
having the adverse effect described above). If as a result of the provisions of
this Section 2.2(b) any Liberty Holder is not entitled to include all
Registrable Securities in a Piggyback Registration that such Liberty Holder has
requested to be so included, such Liberty Holder may withdraw such Liberty
Holder's request to include Registrable Securities in such Piggyback
Registration prior to its effectiveness.

                  (c) The Company shall not grant any piggyback registration or
similar rights to any Person that would provide such Person with piggyback
registration or similar rights that are senior to or pari passu with the rights
granted to the Liberty Holders hereunder.


                                       6
<PAGE>


                                   ARTICLE III

                             REGISTRATION PROCEDURES

3.1      FILINGS; INFORMATION

         In connection with the registration and offering of Registrable
Securities pursuant to Sections 2.1 and 2.2 hereof, the Company will use its
reasonable best efforts to effect the registration and offering of such
Registrable Securities as promptly as is reasonably practicable, and in
connection with any such request:

                  (a) The Company will expeditiously prepare and file with the
Commission a registration statement on any form for which the Company then
qualifies and that counsel for the Company shall deem appropriate and available
for the sale of the Registrable Securities to be registered thereunder in
accordance with the intended method of distribution thereof, and use its
reasonable best efforts to cause such filed registration statement to become and
remain effective for such period, not to exceed 180 days (or two years, in the
case of a Shelf Registration), as may be reasonably necessary to effect the sale
of the Registrable Securities registered thereunder; provided that if the
Company shall furnish to the Selling Holders a certificate signed by the
Company's Chairman, President or any Executive Vice-President or Vice-President
stating that the Company's Board of Directors has determined in good faith that
it would be detrimental or otherwise disadvantageous to the Company or its
stockholders for such a registration statement to be filed as expeditiously as
possible or for Registrable Securities to be offered pursuant to an effective
Shelf Registration, because the disclosure of information in any related
prospectus or prospectus supplement would materially interfere with any
acquisition, financing or other material event or transaction which is then
intended and the public disclosure of which at the time would be materially
prejudicial to the Company, the Company may postpone the filing or effectiveness
of a registration statement or any offering of Registrable Securities pursuant
to an effective Shelf Registration for a period of not more than 90 days;
provided that during each 360-day period the Company shall use its reasonable
best efforts to permit a period of at least 180 consecutive days during which
the Company will effect the registration of Registrable Securities or any
offering of Registrable Securities pursuant to an effective Shelf Registration
in accordance with this Agreement; and provided, further, that if (i) the
effective date of any registration statement filed pursuant to a Demand
Registration would otherwise be at least 45 calendar days, but fewer than 90
calendar days, after the end of the Company's fiscal year, and (ii) the
Securities Act requires the Company to include audited financials as of the end
of such fiscal year, the Company may delay the effectiveness of such
registration statement for such period as is reasonably necessary to include
therein its audited financial statements for such fiscal year.

                  (b) The Company will, if requested, prior to filing such
registration statement or any amendment or supplement thereto, furnish to the
Selling Holders, and each applicable managing Underwriter, if any, copies
thereof, and thereafter furnish to the Selling Holders and each such
Underwriter, if any, such number of copies of such registration statement,
amendment and supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein) and the prospectus included in
such registration statement (including each


                                       7
<PAGE>


preliminary prospectus) as the Selling Holders or each such Underwriter may
reasonably request in order to facilitate the sale of the Registrable Securities
by the Selling Holders.

                  (c) After the filing of the registration statement, the
Company will promptly notify the Selling Holders of any stop order issued or, to
the Company's knowledge, threatened to be issued by the Commission and take all
reasonable actions required to prevent the entry of such stop order or to remove
it if entered.

                  (d) The Company will use its commercially reasonable efforts
to qualify the Registrable Securities for offer and sale under such other
securities or blue sky laws of the appropriate jurisdictions in the United
States; keep each such registration or qualification (or exemption therefrom)
effective during the period in which such registration statement is required to
be kept effective; and do any and all other acts and things which may be
reasonably necessary or advisable to enable each Selling Holder to consummate
the disposition of the Registrable Securities owned by such Selling Holder in
such jurisdictions; provided that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph 3.1(d), (ii) subject
itself to taxation in any such jurisdiction or (iii) consent to general service
of process in any such jurisdiction.

                  (e) The Company will as promptly as is practicable notify the
Selling Holders, at any time when a prospectus relating to the sale of the
Registrable Securities is required by law to be delivered in connection with
sales by an Underwriter or dealer, of the occurrence of any event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading and promptly make available to the Selling Holders and to
the Underwriters any such supplement or amendment. Upon receipt of any notice of
the occurrence of any event of the kind described in the preceding sentence,
Selling Holders will forthwith discontinue the offer and sale of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until receipt by the Selling Holders and the Underwriters of the
copies of such supplemented or amended prospectus and, if so directed by the
Company, the Selling Holders will deliver to the Company all copies, other than
permanent file copies then in the possession of Selling Holders, of the most
recent prospectus covering such Registrable Securities at the time of receipt of
such notice. If the Company shall give such notice, the Company shall extend the
period during which such registration statement shall be maintained effective as
provided in Section 3.1(a) hereof by the number of days during the period from
and including the date of the giving of such notice to the date when the Company
shall make available to the Selling Holders such supplemented or amended
prospectus.

                  (f) The Company will enter into customary agreements
(including an underwriting agreement in customary form) and take such other
actions (including, without limitation, participation in road shows and investor
conference calls) as are required in order to expedite or facilitate the sale of
such Registrable Securities.

                  (g) At the request of any Underwriter in connection with an
underwritten offering the Company will furnish (i) an opinion of counsel,
addressed to the Underwriters,


                                       8
<PAGE>


covering such customary matters as the managing Underwriter may reasonably
request and (ii) a comfort letter or comfort letters from the Company's
independent public accountants covering such customary matters as the managing
Underwriter may reasonably request.

                  (h) If requested by the managing Underwriter or any Selling
Holder, the Company shall promptly incorporate in a prospectus supplement or
post-effective amendment such information concerning the Underwriters or Selling
Holders as the managing Underwriter or any Selling Holder reasonably requests to
be included therein, including without limitation, with respect to the
Registrable Securities being sold by such Selling Holder, the purchase price
being paid therefor by the Underwriters and with respect to any other terms of
the underwritten offering of the Registrable Securities to be sold in such
offering, and promptly make all required filings of such prospectus supplement
or post effective amendment.

                  (i) The Company shall promptly make available for inspection
by any Selling Holder or Underwriter participating in any disposition pursuant
to any registration statement, and any attorney, accountant or other agent or
representative retained by any such Selling Holder or Underwriter (collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records"), as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information requested by any such Inspector in connection with such
registration statement; provided, however, that unless the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in the
registration statement or the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, the Company
shall not be required to provide any information under this subparagraph (i) if
(A) the Company believes, after consultation with counsel for the Company, that
to do so would cause the Company to forfeit an attorney-client privilege that
was applicable to such information or (B) if either (1) the Company has
requested and been granted from the Commission confidential treatment of such
information contained in any filing with the Commission or documents provided
supplementally or otherwise or (2) the Company reasonably determines in good
faith that such Records are confidential and so notifies the Inspectors in
writing, unless prior to furnishing any such information with respect to (A) or
(B) such Holder of Registrable Securities requesting such information agrees to
enter into a confidentiality agreement in customary form and subject to
customary exceptions; provided further, however, that each Holder of Registrable
Securities agrees that it will, upon learning that disclosure of such Records is
sought in a court of competent jurisdiction, give notice to the Company and
allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of the Records deemed confidential.

                  (j) The Company shall cause the Registrable Securities
included in any registration statement to be (i) listed on each securities
exchange, if any, on which similar securities issued by the Company are then
listed, or (ii) authorized to be quoted and/or listed (to the extent applicable)
on the Nasdaq National Market if the Registrable Securities so qualify.

                  (k) The Company shall provide a CUSIP number (if one has not
already been provided) for the Registrable Securities included in any
registration statement not later than the effective date of such registration
statement.


                                       9
<PAGE>


                  (l) The Company shall cooperate with each Selling Holder and
each Underwriter participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made
with the National Association of Securities Dealers, Inc.

                  (m) The Company shall during the period when the prospectus is
required to be delivered under the Securities Act, promptly file all documents
required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act.

                  (n) The Company will make generally available to its security
holders, as soon as reasonably practicable, an earnings statement covering a
period of 12 months, beginning within three months after the effective date of
the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and the rules and regulations
of the Commission thereunder.

         The Company may require Selling Holders promptly to furnish in writing
to the Company such information regarding such Selling Holders, the plan of
distribution of the Registrable Securities and other information as the Company
may from time to time reasonably request or as may be legally required in
connection with such registration.

3.2      REGISTRATION EXPENSES

         In connection with any registration effected hereunder, the Company
shall pay all expenses incurred in connection with such registration (the
"Registration Expenses") including the following: (i) registration and filing
fees with the Commission and the National Association of Securities Dealers,
Inc., (ii) fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities), (iii) printing expenses, (iv)
fees and expenses incurred in connection with the listing or quotation of the
Registrable Securities, (v) fees and expenses of counsel to the Company and the
reasonable fees and expenses of independent certified public accountants for the
Company (including fees and expenses associated with the special audits or the
delivery of comfort letters), (vi) the reasonable fees and expenses of any
additional experts retained by the Company in connection with such registration,
(vii) all roadshow costs and expenses not paid by the Underwriters and (viii)
the reasonable fees and expenses of counsel for the Selling Holders. The Company
shall not be responsible for any underwriting discounts, selling commissions or
stock transfer taxes applicable to the sale of Registrable Securities.

                                   ARTICLE IV

                        INDEMNIFICATION AND CONTRIBUTION

4.1      INDEMNIFICATION BY THE COMPANY

         The Company agrees to indemnify and hold harmless each Selling Holder
and its Affiliates and their respective officers, directors, partners,
stockholders, members, employees, agents and representatives and each Person (if
any) that controls a Selling Holder within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act, from and


                                       10
<PAGE>


against any and all losses, claims, damages, liabilities, costs and expenses
(including reasonable attorneys' fees) caused by, arising out of, resulting from
or related to any untrue statement or alleged untrue statement of a material
fact contained or incorporated by reference in any registration statement or
prospectus relating to the Registrable Securities (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by or based upon any information furnished in
writing to the Company by or on behalf of such Selling Holder expressly for use
therein or by the Selling Holder's failure to deliver a copy of the final
prospectus after the Company has furnished the Selling Holder with copies of the
same and such final prospectus corrected errors or omissions in a preliminary
prospectus that are the basis of such losses, claims, damages or liabilities.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of any Selling Holder or its Affiliates and
shall survive the transfer of the Registrable Securities by such Selling Holder.

4.2      INDEMNIFICATION BY SELLING HOLDERS

         Each Selling Holder agrees to indemnify and hold harmless the Company,
its officers and directors, and each Person, if any, that controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the Company
to each Selling Holder, but only with reference to information furnished in
writing by or on behalf of such Selling Holder expressly for use in any
registration statement or prospectus relating to the Registrable Securities, or
any amendment or supplement thereto, or any preliminary prospectus. Each such
Selling Holder's liability under this Section 4.2 shall be limited to an amount
equal to the net proceeds (after deducting the underwriting discount and
expenses) received by such Selling Holder from the sale of such Registrable
Securities by such Selling Holder. The obligation of each Selling Holder shall
be several and not joint.

4.3      CONDUCT OF INDEMNIFICATION PROCEEDINGS

         In case any proceeding (including any governmental investigation) shall
be instituted involving any Person in respect of which indemnity may be sought
pursuant to Section 4.1 or Section 4.2, such Person (the "Indemnified Party")
shall promptly so notify the Person against whom such indemnity may be sought
(the "Indemnifying Party") in writing; provided that the failure of the
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Article IV with respect to such
proceeding except to the extent that the Indemnifying Party is actually and
materially prejudiced by such failure to give notice. The Indemnifying Party
shall be entitled to participate in such proceeding and, subject to the
following sentence, assume the defense thereof with counsel retained by the
Indemnifying Party (the fees and expenses of which counsel shall be paid by the
Indemnifying Party) provided that such counsel is reasonably satisfactory to the
Indemnified Party. In any such proceeding, any Indemnified Party shall have the
right to retain its own counsel, but, after notice from the Indemnifying Party
of its election to assume the defense of such proceeding and of its retention of
counsel reasonably satisfactory to the Indemnified Party whose representation of
the Indemnified Party would not present such counsel with a conflict of
interest, the


                                       11
<PAGE>


Indemnifying Party shall not be liable for the fees and expenses of separate
counsel retained by the Indemnified Party subsequently incurred in connection
with the defense of such proceeding (other than reasonable costs of
investigation), unless (i) the Indemnifying Party and the Indemnified Party
shall have mutually agreed to the retention of such separate counsel or (ii) the
named parties to or targets of any such proceeding (including any impleaded
parties) include both the Indemnified Party and the Indemnifying Party and the
Indemnified Party shall have reasonably concluded that there may be legal
defenses available to it which are different from or additional to those
available to the Indemnifying Party (in which case the Indemnifying Party shall
not be entitled to assume the defense of such proceeding on the Indemnified
Party's behalf). It is understood that the Indemnifying Party shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) at any time for all such Indemnified Parties,
and that all such fees and expenses shall be reimbursed as they are incurred. In
the case of any such separate firm for the Indemnified Parties, such firm shall
be designated in writing by the Indemnified Parties. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent (not to be unreasonably
withheld), or if there be a final judgment for the plaintiff, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment. No Indemnifying Party will consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to the Indemnified Party of
a release from all liability in respect of such claim or proceeding.

4.4      CONTRIBUTION

         If the indemnification provided for in this Article IV is unavailable
to an Indemnified Party in respect of any losses, claims, damages or liabilities
in respect of which indemnity is to be provided hereunder, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall to the
fullest extent permitted by law contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of such party in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and a Selling Holder shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

         The Company and each Selling Holder agree that it would not be just and
equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Article IV, no Selling Holder shall be
required to contribute any amount in excess of the amount by which the


                                       12
<PAGE>


net proceeds of the offering (after deducting the underwriting discount and
expenses) received by such Selling Holder exceeds the amount of any damages
which such Selling Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

                                    ARTICLE V

                                  MISCELLANEOUS

5.1      PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

         No Person may participate in any underwritten registered offering
contemplated hereunder unless such Person (a) agrees to sell its securities on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements, (b) completes and executes all
questionnaires, powers of attorney, custody arrangements, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements and this Agreement and (c) furnishes in
writing to the Company such information regarding such Person, the plan of
distribution of the Registrable Securities and other information as the Company
may from time to time request or as may be legally required in connection with
such registration; provided, however, that no such Person shall be required to
make any representations or warranties in connection with any such registration
other than representations and warranties as to (i) such Person's ownership of
his or its Registrable Securities to be sold or transferred free and clear of
all liens, claims and encumbrances, (ii) such Person's power and authority to
effect such transfer and (iii) such matters pertaining to compliance with
securities laws as may be reasonably requested; provided further, however, that
the obligation of such Person to indemnify pursuant to any such underwriting
agreements shall be several, not joint and several, among such Persons selling
Registrable Securities, and the liability of each such Person will be in
proportion to, and provided further that such liability will be limited to, the
net amount received by such Person from the sale of such Person's Registrable
Securities pursuant to such registration.

5.2      RULE 144

         The Company covenants that it will file any reports required to be
filed by it under the Securities Act and the Exchange Act and that it will take
such further action as the Liberty Holders may reasonably request to the extent
required from time to time to enable the Liberty Holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission. Upon the request of any Liberty Holder, the Company
will deliver to such Liberty Holder a written statement as to whether it has
complied with such reporting requirements.


                                       13
<PAGE>


5.3      HOLDBACK AGREEMENTS

         For so long as the Liberty Holders own 10% or more of any class of
capital stock of the Company, subject to their rights pursuant to Sections 2.1
and 2.2 hereof, each Liberty Holder and the Company agrees that if requested by
the managing Underwriters in an underwritten public offering of equity
securities of the Company (including debt securities convertible or exchangeable
for such equity securities), whether for the account of the Company or another
Person, it will not effect any public offer to sell, sale or distribution,
including pursuant to Rule 144 under the Securities Act, of any equity security
of the Company (or any such convertible or exchangeable debt security), in each
case other than as part of such underwritten public offering and subject to
other customary exceptions, during the seven days prior to, and during the
180-day period (or such lesser period as the managing Underwriters may require)
beginning on the effective date of the registration statement for such
underwritten offering (or, in the case of an offering pursuant to a Shelf
Registration, the pricing date for such underwritten offering), provided that in
connection with such underwritten offering each officer and director of the
Company and each Founder is subject to restrictions identical to those imposed
on the Liberty Holders.

5.4      TERMINATION

         The registration rights granted under this Agreement will terminate at
such time as there shall no longer be any Registrable Securities.

5.5      AMENDMENTS, WAIVERS, ETC.

         This Agreement may not be amended, waived or otherwise modified or
terminated except by an instrument in writing signed by the Company and the
holders of at least 50% of the Registrable Securities then held by all the
Liberty Holders.

5.6      COUNTERPARTS

         This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement. Each party need not sign
the same counterpart.

5.7      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.

5.8      GOVERNING LAW

         This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of Colorado regardless of the laws that might
otherwise govern under applicable principles of conflicts of law thereof.


                                       14
<PAGE>


5.9      ASSIGNMENT OF REGISTRATION RIGHTS

         Each Liberty Holder may assign all or any part of its rights under this
Agreement to any Person to whom such Liberty Holder sells, transfers, assigns or
pledges Registrable Securities. If a Liberty Holder shall assign its rights
pursuant to this Agreement in connection with the transfer of less than all its
Registrable Securities, such Liberty Holder shall also retain its rights with
respect to its remaining Registrable Securities.

5.10     NOTICES

         All notices, demands, requests, consents, approvals or other
communications (collectively, "Notices") required or permitted to be given
hereunder or that are given with respect to this Agreement shall be in writing
and shall be delivered personally, telecopied (if receipt thereof is confirmed
to the Person to whom sent), sent by nationally recognized overnight delivery
service with charges prepaid or mailed by registered or certified mail with
charges prepaid (if return receipt is requested), addressed (a) as set forth
below, (b) to such other address as a party shall have specified most recently
by written notice to other parties or (c) in the case of Notice to a Liberty
Holder for whom an address has not been provided pursuant to this Section 5.10,
to the address of such Liberty Holder as shown on the stock transfer books of
the Company on the date of such Notice. Notice shall be deemed given on the date
of transmission if transmitted by facsimile (with oral confirmation of receipt).
Notice otherwise sent as provided herein shall be deemed given when actually
delivered (or when delivery is refused) by hand, by certified mail or by
overnight courier service.

                  To the Company:

                  UnitedGlobalCom, Inc.
                  4643 South Ulster Street, Suite 1300
                  Denver, Colorado 80237
                  Attn:  General Counsel
                  Telephone:  (303) 770-4001
                  Fax:  (303) 220-3117

                  with a copy to:

                  Holme Roberts & Owen LLP
                  1700 Lincoln Street
                  Suite 4100
                  Denver, Colorado  80237
                  Attn:  W. Dean Salter
                  Telephone:  (303) 861-7000
                  Fax:  (303) 861-0200


                                       15
<PAGE>


                  To Liberty Media or Liberty:

                  Liberty Media Corporation
                  12300 Liberty Boulevard
                  Englewood, Colorado 80112
                  Attn:  General Counsel
                  Telephone: (720) 875-5400
                  Fax: (720) 875-5268

                  with a copy to:

                  Baker Botts L.L.P.
                  599 Lexington Avenue
                  New York, New York 10022
                  Attn:  Robert W. Murray Jr.
                  Telephone: (212) 705-5000
                  Fax: (212) 705-5125

                  and

                  Sherman & Howard
                  633 17th Street, suite 3000
                  Denver, Colorado  80202
                  Attn:  Amy L. Hirter
                  Telephone: (303) 297-2900
                  Fax: (303) 298-0940

5.11     INTERPRETATION

         As used herein, except as otherwise indicated herein or as the context
may otherwise require, the words "include," "includes" and "including" are
deemed to be followed by "without limitation" whether or not they are in fact
followed by such words or words of like import; the words "hereof," "herein,"
"hereunder" and comparable terms refer to the entirety hereof and not to any
particular article, section or other subdivision hereof or attachment hereto;
any pronoun shall include the corresponding masculine, feminine and neuter
forms; the singular includes the plural and vice versa; references to any
agreement or other document are to such agreement or document as amended and
supplemented from time to time; references to any statute or regulation are to
it as amended and supplemented from time to time, and to any corresponding
provisions of successor statutes or regulations; references to "Article,"
"Section" or another subdivision are to an article, section or subdivision
hereof; and all references to "the date hereof," "the date of this Agreement" or
similar terms (but excluding references to the date of execution hereof) refer
to the date first above written, notwithstanding that the parties may have
executed this Agreement on a later date. Any reference herein to a "day" or
number of "days" (without the explicit qualification of "Business") shall be
deemed to refer to a calendar day or number of calendar days. If any action or
notice is to be taken or given on or by a particular calendar day, and such
calendar day is not a Business Day, then such action or notice may be taken or
given on the next succeeding Business Day.


                                       16
<PAGE>


                  IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be signed on its behalf by its officer thereunto duly authorized as
of the date first written above.


                                            NEW UNITEDGLOBALCOM, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            LIBERTY MEDIA CORPORATION


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            LIBERTY GLOBAL, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:



                                       17


<PAGE>

                                                                 EXHIBIT 7.12(a)

                               EXCHANGE AGREEMENT

         This Exchange Agreement (this "Agreement") dated as of _________ __,
2002, is entered into among New UnitedGlobalCom, Inc., a Delaware corporation
that upon the effectiveness of the Merger described under "Background" below
will be renamed UnitedGlobalCom, Inc. ("United"), and each of the individuals
indicated as a "Stockholder" on the signature pages hereto (the "Stockholders").

                                   Background

         As contemplated by the Amended and Restated Agreement and Plan of
Restructuring and Merger, dated as of December 31, 2001 (the "Merger
Agreement"), among UnitedGlobalCom, Inc., a Delaware corporation that upon the
effectiveness of the Merger will be renamed UGC Holdings, Inc. ("Old United"),
United, United/New United Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), Liberty Media Corporation, a Delaware corporation, Liberty Media
International, Inc., a Delaware corporation, Liberty Global, Inc., a Delaware
corporation, and the Persons indicated as "Founders" on the signature pages
thereto, the Stockholders have purchased and are the record and beneficial
holders of an aggregate of 1,500 shares of the Series E Preferred Stock, par
value $0.01 per share, of Old United (the "Preferred Shares"). In the merger
(the "Merger") of Merger Sub with and into Old United contemplated by the Merger
Agreement, the Preferred Shares will be converted into an aggregate of 1,500
shares of the Class A Common Stock, par value $0.01 per share ("Surviving Entity
Class A Stock"), of Old United as the surviving entity in the Merger (the
"Surviving Entity"). Pursuant to the terms of the Surviving Entity's Restated
Certificate of Incorporation (the "Surviving Entity Charter"), (a) immediately
upon any transfer of a share of Surviving Entity Class A Stock to any Person
other than a Permitted Transferee who is also a Principal or a Related Party,
such share of Surviving Entity Class A Stock shall automatically convert into
one share of the Class C Common Stock, par value $0.01 per share ("Surviving
Entity Class C Stock"), of the Surviving Entity and (b) immediately upon the
occurrence of a Class B Event, each outstanding share of Surviving Entity Class
A Stock shall automatically convert into one share of Surviving Entity Class C
Stock. The parties hereto desire to set forth the terms upon which the
Stockholders may exchange shares of Surviving Entity Class C Stock with United
for shares of Class A Stock, par value $0.01 per share ("United Class A Stock"),
of United. It is a condition to the consummation of the transactions
contemplated by the Merger Agreement, including the Merger, that United and the
Stockholders each execute and deliver this Agreement.

                                    Agreement

         In consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

         Section 1. Certain Definitions. In this Agreement, the following terms
shall have the indicated meanings:

         Affiliate. As defined in the Stockholders Agreement.



<PAGE>

         Agreement. As defined in the preamble.

         Class B Event. As defined in the Surviving Entity Charter as in effect
immediately following the Merger.

         Exchange Rate. [________] shares of United Class A Stock (as adjusted
from time to time to appropriately reflect the effect of any stock splits,
reverse splits, stock dividends, combinations and other similar events affecting
the shares of United Class A Stock or Surviving Entity Class C Stock and
occurring after the effective time of the Merger).(1)

         Liberty. As defined in the Merger Agreement.

         Merger. As defined under "Background" on the first page of this
Agreement.

         Merger Agreement. As defined under "Background" on the first page of
this Agreement.

         Merger Sub. As defined under "Background" on the first page of this
Agreement.

         Old United. As defined under "Background" on the first page of this
Agreement.

         Old United Series E Preferred Stock. The United Series E Preferred
Stock, as defined in the Merger Agreement.

         Permitted Transferee. As defined in the Stockholders Agreement.

         Person. Any individual, corporation, partnership, limited partnership,
limited liability company, trust or other legal entity.

         Preferred Shares. As defined under "Background" on the first page of
this Agreement.

         Principal As defined in the Surviving Entity Charter as in effect
immediately following the Merger.

         Promissory Note. As defined in the applicable Subscription Agreement.

         Purchase Price. As defined in the applicable Subscription Agreement.

         Related Party. As defined in the Specified Indenture.

----------

(1) The initial Exchange Rate will be equal to 1/1,500th of the result (rounded
to the nearest 1/10,000th of a share) of (A) the quotient of X divided by Y
minus (B) X. For purposes of the foregoing, "X" shall be equal to the aggregate
number of shares of Old United Class A Stock and Old United Class B Stock
outstanding immediately prior to the Closing and "Y" shall be equal to
0.995049505.


                                       2
<PAGE>

         Specified Indenture. The Indenture dated as of February 5, 1998,
between the Corporation and Firstar Bank, N.A. (f/k/a Firstar Bank of Minnesota,
N.A.), as in effect on May 1, 2001.

         Stockholders. As defined in the preamble.

         Stockholders Agreement. The Stockholders Agreement, dated as of
________, 2002, among United, Liberty Media Corporation, Liberty Global, Inc.
and the individuals designated as Founders on the signature pages thereto.

         Subscription Agreement. As defined in the Merger Agreement.

         Surviving Entity. As defined under "Background" on the first page of
this Agreement.

         Surviving Entity Charter. As defined under "Background" on the first
page of this Agreement.

         Surviving Entity Class A Stock. As defined under "Background" on the
first page of this Agreement.

         Surviving Entity Class C Stock. As defined under "Background" on the
first page of this Agreement.

         United. As defined in the preamble.

         United Class A Stock. As defined under "Background" on the first page
of this Agreement.

         Section 2. Exchange. Subject to the terms and conditions of this
Agreement, each Stockholder shall be entitled at any time to cause United to
exchange shares of Surviving Entity Class C Stock held by such Stockholder for a
number of newly issued shares of United Class A Stock equal to the product of
(a) the number of shares of Surviving Entity Class C Stock surrendered for
exchange in accordance with this Agreement and (b) the Exchange Rate in effect
at the time of such exchange. No Stockholder shall transfer any shares of
Surviving Entity Class A Stock or Surviving Entity Class C Stock to any Person
other than a Permitted Transferee who is also a Principal or a Related Party.
Notwithstanding anything in the foregoing to the contrary, no Stockholder shall
be entitled to cause United to exchange any shares of Surviving Entity Class C
Stock held by such Stockholder pursuant to this Agreement if such Stockholder
delivered a Promissory Note pursuant to a Subscription Agreement in payment of
the Purchase Price of any shares of Old United Series E Preferred Stock, unless
such Stockholder's liability under any such Promissory Note has been satisfied
in full. If the Stockholder's liability under a Promissory Note is satisfied by
means of any transaction or arrangement involving such Stockholder or any
Affiliate of such Stockholder becoming indebted to United, such indebtedness (or
any substitute or successor arrangement) shall provide for full recourse to the
Stockholder or the relevant Affiliate in the event of the nonpayment thereof,
shall provide for the payment of interest at a fair market rate and contain
other terms and conditions consistent with an arm's length, fair market
transaction, all of which terms shall be reasonably acceptable to



                                       3
<PAGE>

Liberty. The Stockholder or the relevant Affiliate shall maintain at all times
from the incurrence of such indebtedness until such time that such indebtedness
is satisfied in full, unencumbered assets in an amount sufficient for the
repayment of such indebtedness.

         Section 3. No Fractional Shares. No fractional shares of United Class A
Stock shall be issued upon the exchange of shares of Surviving Entity Class C
Stock. If more than one share of Surviving Entity Class C Stock is surrendered
for exchange by the same holder at the same time, the number of full shares of
United Class A Stock that shall be issuable upon exchange thereof shall be
computed on the basis of the aggregate number of shares of Surviving Entity
Class C Stock so surrendered for exchange. Any fractional shares of United Class
A Stock shall instead be rounded down to the nearest whole share if such
fraction is less than 0.5 and rounded up to the nearest whole share if such
fraction is equal to or greater than 0.5 and United shall issue in such exchange
the appropriate number of full shares of United Class A Stock.

         Section 4. Procedure for Exchange. A Stockholder desiring to exchange
any shares of Surviving Entity Class C Stock pursuant to this Agreement shall
surrender the certificate or certificates representing the shares of Surviving
Entity Class C Stock to be exchanged, duly endorsed and accompanied by
instruments of transfer to the Secretary of United. Upon receipt by the
Secretary of the foregoing certificate or certificates and instruments of
transfer, United shall cause to be issued to the Stockholder who surrendered
such certificate or certificates, or such Stockholder's nominee or nominees, the
appropriate number of shares of United Class A Stock and shall issue and deliver
to such Stockholder, or such Stockholder's nominee or nominees, a certificate or
certificates representing such shares. Any such exchange shall be deemed to have
been effected at the close of business on the date such shares are surrendered
for exchange in accordance with this Agreement, and the Person or Persons
entitled to receive the shares of United Class A Stock issuable upon such
exchange shall be treated for all purposes as the record holder or holders of
such shares of United Class A Stock on that date. A number of shares of United
Class A Stock equal to the sum of (a) the number of shares issuable upon
exchange of shares of Surviving Entity Class C Stock held by Stockholders from
time to time plus (b) the number of shares issuable upon exchange of shares of
Surviving Entity Class C Stock issuable upon conversion of shares of Surviving
Entity Class A Stock outstanding from time to time shall be set aside and
reserved for issuance upon such exchange.

         Section 5. Entire Agreement. This Agreement contains all the terms and
conditions agreed upon by the parties hereto, and no other agreements, oral or
otherwise, regarding the subject matter hereof shall have any effect unless in
writing and executed by the parties after the date of this Agreement.

         Section 6. Applicable Law, Jurisdiction. This Agreement shall be
governed by Colorado law without regard to conflicts of law rules. The parties
hereby irrevocably submit to the exclusive jurisdiction of any Colorado State or
United States Federal court sitting in Colorado, and only a State or Federal
court sitting in Colorado will have any jurisdiction over any action or
proceeding arising out of or relating to this Agreement or any agreement
contemplated hereby, and the undersigned hereby irrevocably agree that all
claims in respect of such action or proceeding may be heard and determined in
such State or Federal court. The undersigned further waive any objection to
venue in such state and any objection to any action or proceeding in such state
on the basis of a non-convenient forum. Each party hereby IRREVOCABLY WAIVES



                                       4
<PAGE>

ANY RIGHT TO TRIAL BY JURY in any proceeding brought with respect to this
Agreement or the transactions contemplated hereby.

         Section 7. Remedies. Each of the parties acknowledges and agrees that
in the event of any breach of this Agreement, the nonbreaching party would be
irreparably harmed and could not be made whole by monetary damages. Accordingly,
the parties to this Agreement, in addition to any other remedy to which they may
be entitled hereunder or at law or in equity, shall be entitled to compel
specific performance of this Agreement.

         Section 8. Headings. The headings in this Agreement are for convenience
only and are not to be considered in interpreting this Agreement.

         Section 9. Counterpart Execution. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which will constitute a single agreement.

         Section 10. Parties in Interest. Nothing in this Agreement, express or
implied, is intended to confer upon any Person other than the parties hereto and
their permitted successors and assigns any benefits, rights or remedies;
provided that, Liberty is an intended beneficiary of the provisions set forth in
the antepenultimate, penultimate and final sentences of Section 2, and each of
the parties hereto acknowledges and agrees that Liberty would be irreparably
harmed by any breach of such provisions, and could not be made whole by monetary
damages. Accordingly, Liberty, in addition to any other remedy to which it may
be entitled at law or in equity as an intended beneficiary of such provisions,
shall be entitled to compel specific performance of such provisions. Neither
this Agreement nor the rights or obligations of any party may be assigned or
delegated by operation of law or otherwise without the prior written consent of
each of the parties hereto; provided that, any Person that is a Permitted
Transferee who is also a Principal or a Related Party and who is the transferee
of any shares of Surviving Entity Class A Stock or Surviving Entity Class C
Stock shall, in connection with such transfer, execute a counterpart of this
Agreement and thereupon become a party to and subject to the terms of this
Agreement as a "Stockholder."

         Section 11. Severability. The invalidity or unenforceability of any
provision of this Agreement in any application shall not affect the validity or
enforceability of such provision in any other application or the validity or
enforceability of any other provision.

         Section 12. Interpretation. As used herein, except as otherwise
indicated herein or as the context may otherwise require, the words "include,"
"includes" and "including" are deemed to be followed by "without limitation"
whether or not they are in fact followed by such words or words of like import;
the words "hereof," "herein," "hereunder" and comparable terms refer to the
entirety of this Agreement and not to any particular section hereof; any pronoun
shall include the corresponding masculine, feminine and neuter forms; the
singular includes the plural and vice versa; references to any agreement or
other document are to such agreement or document as amended and supplemented
from time to time; references to "Section" or another subdivision are to a
section or subdivision hereof; and all references to "the date hereof," "the
date of this Agreement" or similar terms (but excluding references to the date
of execution hereof) refer to



                                       5
<PAGE>

the date first above written, notwithstanding that the parties may have executed
this Agreement on a later date.

         Section 13. Rules of Construction. The parties hereto agree that they
have been represented by counsel during the negotiation, preparation and
execution of this Agreement and, therefore, waive the application of any law,
regulation, holding or rule of construction providing that ambiguities in an
agreement or other document will be construed against the party drafting such
agreement or document.

         Section 14. Waivers and Amendments. No waiver of any provision of this
Agreement shall be deemed a further or continuing waiver of that provision or a
waiver of any other provision of this Agreement. This Agreement may not be
amended except in a writing signed by all of the parties hereto.




                                       6
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                        NEW UNITEDGLOBALCOM, INC.,
                                        a Delaware corporation



                                        By:
                                                --------------------------------
                                        Name:
                                                --------------------------------
                                        Title:
                                                --------------------------------



                                 [STOCKHOLDERS]