Exhibit 10.9

UNITEDGLOBALCOM, INC.        2003 EQUITY INCENTIVE PLAN        (effective September 1, 2003)

---

TABLE OF CONTENTS

|                                                      |  |                                                                     |  | Page
|----------------------------------------------------- |  | ------------------------------------------------------------------- |  | ----
|ARTICLE IINTRODUCTION                                |  | 1                                                                  
|1.1                                                   |  | Establishment                                                       |  | 1   
|1.2                                                   |  | Purposes                                                            |  | 1   
|ARTICLE IIDEFINITIONS                                |  | 1                                                                  
|2.1                                                   |  | Definitions                                                         |  | 1   
|2.2                                                   |  | Gender and Number                                                   |  | 4   
|ARTICLE IIIPLAN ADMINISTRATION                       |  | 4                                                                  
|3.1                                                   |  | General                                                             |  | 4   
|3.2                                                   |  | Delegation by Committee                                             |  | 4   
|3.3                                                   |  | Grants to Non-Employee Directors                                    |  | 4   
|ARTICLE IVSTOCK SUBJECT TO THE PLAN                  |  | 5                                                                  
|4.1                                                   |  | Number of Shares                                                    |  | 5   
|4.2                                                   |  | Other Shares of Stock                                               |  | 5   
|4.3                                                   |  | Adjustments for Stock Split, Stock Dividend, Etc.                   |  | 5   
|4.4                                                   |  | Other Distributions and Changes in the Stock.                       |  | 6   
|4.5                                                   |  | General Adjustment Rules                                            |  | 6   
|4.6                                                   |  | Determination by the Committee, Etc.                                |  | 6   
|ARTICLE VCORPORATE REORGANIZATION; CHANGE IN CONTROL |  | 6                                                                  
|5.1                                                   |  | Change in Control.                                                  |  | 6   
|5.2                                                   |  | Reorganization                                                      |  | 8   
|5.3                                                   |  | Required Notice                                                     |  | 8   
|5.4                                                   |  | Acceleration of Exercisability                                      |  | 9   
|ARTICLE VIPARTICIPATION                              |  | 9                                                                  
|6.1                                                   |  | Eligible Employees; Eligible Consultants                            |  | 9   
|6.2                                                   |  | Non-Employee Directors                                              |  | 9   
|ARTICLE VIIOPTIONS                                   |  | 9                                                                  
|7.1                                                   |  | Grant of Options                                                    |  | 9   
|7.2                                                   |  | Stock Option Certificates                                           |  | 10  
|7.3                                                   |  | Restrictions on Incentive Options.                                  |  | 13  
|7.4                                                   |  | Stockholder Privileges                                              |  | 13  
|ARTICLE VIIIRESTRICTED STOCK AWARDS                  |  | 13                                                                 
|8.1                                                   |  | Grant                                                               |  | 13  
|8.2                                                   |  | Issuance of Restricted Stock at Beginning of the Restriction Period |  | 14  
|8.3                                                   |  | Restrictions                                                        |  | 14  
|8.4                                                   |  | Issuance of Stock at End of the Restriction Period                  |  | 14  
|8.5                                                   |  | Completion of Restriction Period.                                   |  | 14  
|ARTICLE IXSTOCK UNITS                                |  | 15                                                                 
|9.1                                                   |  | Grant                                                               |  | 15  
|9.2                                                   |  | Rules                                                               |  | 15  
|ARTICLE XSTOCK APPRECIATION RIGHTS                   |  | 16                                                                 
|10.1                                                  |  | Persons Eligible                                                    |  | 16  
|10.2                                                  |  | Terms of Grant                                                      |  | 16  
|10.3                                                  |  | Exercise                                                            |  | 16  
|                                                      |  |                                                                     |  |     

i

---

|10.4                                                     |  | Number of Shares or Amount of Cash  |  | 17
|-------------------------------------------------------- |  | ----------------------------------- |  | --
|10.5                                                     |  | Effect of Exercise                  |  | 17
|10.6                                                     |  | Termination of Services             |  | 17
|ARTICLE XISTOCK BONUSES                                 |  | 17                                 
|ARTICLE XIIOTHER COMMON STOCK GRANTS                    |  | 17                                 
|ARTICLE XIIIRIGHTS OF PARTICIPANTS                      |  | 17                                 
|13.1                                                     |  | Service                             |  | 17
|13.2                                                     |  | Nontransferability                  |  | 17
|13.3                                                     |  | No Plan Funding                     |  | 18
|ARTICLE XIVGENERAL RESTRICTIONS                         |  | 18                                 
|14.1                                                     |  | Investment Representations          |  | 18
|14.2                                                     |  | Compliance with Securities Laws     |  | 18
|14.3                                                     |  | Changes in Accounting Rules         |  | 18
|14.4                                                     |  | Award Certificate                   |  | 18
|ARTICLE XVOTHER EMPLOYEE BENEFITS                       |  | 18                                 
|ARTICLE XVIPLAN AMENDMENT, MODIFICATION AND TERMINATION |  | 19                                 
|16.1                                                     |  | Amendment and Termination           |  | 19
|ARTICLE XVIIWITHHOLDING                                 |  | 19                                 
|17.1                                                     |  | Withholding Requirement             |  | 19
|17.2                                                     |  | Withholding With Stock              |  | 19
|ARTICLE XVIIIREQUIREMENTS OF LAW                        |  | 20                                 
|18.1                                                     |  | Requirements of Law                 |  | 20
|18.2                                                     |  | Federal Securities Law Requirements |  | 20
|18.3                                                     |  | Governing Law                       |  | 20
|ARTICLE XIXMISCELLANEOUS                                |  | 20                                 
|19.1                                                     |  | Expiration                          |  | 20
|19.2                                                     |  | Amendments, Etc.                    |  | 20
|19.3                                                     |  | Treatment of Proceeds               |  | 20
|19.4                                                     |  | Section Headings                    |  | 20
|19.5                                                     |  | Severability                        |  | 20
|19.6                                                     |  | Gender and Number                   |  | 20
|19.7                                                     |  | Company's Rights                    |  | 20
|ARTICLE XXDURATION OF THE PLAN                          |  | 20                                 

ii

---



UNITEDGLOBALCOM, INC.        EQUITY INCENTIVE PLAN

ARTICLE I  INTRODUCTION

1.1EstablishmentUnitedGlobalCom, Inc., a Delaware corporation
("UnitedGlobalCom"), hereby establishes the UnitedGlobalCom, Inc. Equity Incentive Plan (the "Plan") effective September 1, 2003, for certain employees of the Company (as defined in
subsection 2.1(i)), certain consultants to the Company and Non-Employee Directors (as defined in subsection 2.1(r)) of the Company. The Plan permits the grant of incentive stock options
within the meaning of section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, restricted stock awards, stock appreciation rights, stock bonuses,
stock units and other stock grants to certain employees of the Company, and permits the grant of non-qualified stock options to certain consultants to the Company and to
Non-Employee Directors of the Company.

1.2Purposes.The purposes of the Plan are to provide those who are selected for
participation in the Plan with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the
operations of the Company by relating incentive compensation to increases in stockholder value, so that the income of those participating in the Plan is more closely aligned with the income of the
Company's stockholders. The Plan is also designed to provide a financial incentive that will help the Company attract, retain and motivate the most qualified employees, consultants and
Non-Employee Directors.

ARTICLE II  DEFINITIONS

2.1Definitions.The following terms shall have the meanings set forth below:



1

---



2

---



3

---



2.2Gender and NumberExcept when otherwise indicated by the context, the masculine
gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

ARTICLE III  PLAN ADMINISTRATION

3.1General.    The Plan shall be administered by the Committee. In accordance with the
provisions of the Plan, the Committee shall, in its sole discretion, select the Participants from among the Eligible Employees and Eligible Consultants, determine the Awards to be made pursuant to the
Plan, the number of Stock Units, Stock Appreciation Rights or shares of Stock to be issued thereunder and the time at which such Awards are to be made, fix the Option Price, period and manner in which
an Option becomes exercisable, establish the duration and nature of Restricted Stock Award restrictions, establish the terms and conditions applicable to Stock Bonuses and Stock Units, and establish
such other terms and requirements of the various compensation incentives under the Plan as the Committee may deem necessary or desirable and consistent with the terms of the Plan. The Committee shall
determine the form or forms of the agreements with Participants that shall evidence the particular provisions, terms, conditions, rights and duties of the Company and the Participants with respect to
Awards granted pursuant to the Plan, which provisions need not be identical except as may be provided herein; provided, however, that Eligible Consultants shall not be eligible to receive Incentive
Options. The Committee may from time to time adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement entered into hereunder in the manner and to the extent it shall deem expedient and it shall
be the sole and final judge of such expediency. No member of the Committee shall be liable for any action or determination made in good faith. The determinations, interpretations and other actions of
the Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all persons.

3.2Delegation by Committee.    The Committee may from time to time in accordance with
applicable law, delegate to specified officers of UnitedGlobalCom, the power and authority to grant Awards under the Plan to specified groups of Eligible Employees and Eligible Consultants, subject to
such restrictions and conditions as the Committee, in its sole discretion, may impose. The delegation shall be as broad or as narrow as the Committee shall determine. To the extent that the Committee
has delegated the authority to determine certain terms and conditions of an Award, all references in the Plan to the Committee's exercise of authority in determining such terms and conditions shall be
construed to include the UnitedGlobalCom officer or officers to whom the Committee has delegated the power and authority to make such determination. The power and authority to grant Awards to any
employee or consultant who is covered by Section 16(b) of the Securities Exchange Act of 1934 (the "1934 Act") shall not be delegated by the Committee.

3.3Grants to Non-Employee Directors.The full Board may make grants of
Non-Qualified Options to Non-Employee Directors. Wherever this Plan provides for administration or decision making with respect to Options, the full Board shall have such
powers with respect to the grant of Non-Qualified Options to Non-Employee Directors.

4

---

ARTICLE IV  STOCK SUBJECT TO THE PLAN

4.1Number of Shares.The maximum aggregate number of Shares that may be issued under
the Plan at any time pursuant to Awards shall be an aggregate of 39,000,000 Shares, which may be any combination of Class A Stock or Class B Stock as the Committee may determine in its
sole discretion, plus an additional number of Shares, which may be any combination of Class A Stock or Class B Stock as the Committee shall determine in its sole discretion, on
January 1 of each calendar year (beginning with calendar year 2004) during the duration of the Plan equal to 1% of the aggregate number of shares of Class A Stock and Class B
Stock outstanding on December 31 of the immediately preceding calendar year, provided, however, that the number of Shares of Class B Stock as to which Awards may be granted may not
exceed 3,000,000 minus the number of Shares of Class B Stock as to which Awards have been granted under previous option or incentive plans, unless and until a greater number of Shares of
Class B Stock may be covered by Awards consistent with the terms of the Restated Certificate of Incorporation of UnitedGlobalCom and the Standstill Agreement, dated as of January 30,
2002, among UnitedGlobalCom, Liberty Media Corporation, Liberty Global, Inc. and Liberty UCOMA, LLC (the "Standstill Agreement"). Notwithstanding anything to the contrary contained herein, no
Award granted hereunder shall become void or otherwise be adversely affected solely because of a change in the number of Shares of UnitedGlobalCom that are issued and outstanding from time to time,
provided that changes to the issued and outstanding Shares may result in adjustments to outstanding
Awards in accordance with the provisions of this Article IV. The maximum number of Shares with respect to which a Participant may receive Options and Stock Appreciation Rights under the Plan in
any calendar year is 5,000,000. The maximum number of Shares as to which Incentive Options may be granted is 39,000,000. The Shares may be either authorized and unissued Shares or previously issued
Shares acquired by UnitedGlobalCom. Such maximum numbers may be increased from time to time by approval of the Board and by the stockholders of UnitedGlobalCom if, in the opinion of counsel for
UnitedGlobalCom, stockholder approval is required. UnitedGlobalCom shall at all times during the term of the Plan and while any Awards are outstanding retain as authorized and unissued Stock at least
the number of Shares from time to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder.

4.2Other Shares of Stock.Any shares of Stock that are subject to an Option that
expires or for any reason is terminated unexercised and any shares of Stock that are subject to an Award (other than an Option) and that are forfeited shall automatically become available for use
under the Plan.

4.3Adjustments for Stock Split, Stock Dividend, Etc.Unless otherwise provided by the
Committee, if UnitedGlobalCom shall at any time increase or decrease the number of its outstanding Shares or change in any way the rights and privileges of such Shares by means of the payment of a
stock dividend or any other distribution upon such shares payable in Stock, or through a stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the Stock,
in each case, without the receipt of consideration by the Company, then in relation to the Stock that is affected by one or more of the above events, the numbers, rights and privileges of the
following shall be increased, decreased or changed in like manner as if they had been issued and outstanding, fully paid and nonassessable at the time of such occurrence: (i) the Shares as to
which Awards may be granted under the Plan, (ii) the Shares then included in each outstanding Award granted hereunder, (iii) the maximum number of Shares available for grant to any one
person in a calendar year, (iv) the maximum number of Shares available for grant pursuant to Incentive Options, and (v) the number of Shares subject to a delegation of authority under
Section 4.2 of this Plan.

5

---

4.4Other Distributions and Changes in the Stock.If



and
if the Committee shall in its sole discretion determine that the event described in subsection (a), (b), or (c) above equitably requires, in order to preserve the benefits intended to be
made available, an adjustment in the number or kind of Shares subject to an Option or other Award, an adjustment in the Option Price or the taking of any other action by the Committee, including
without limitation, the setting aside of any property for delivery to the Participant upon the exercise of an Option or the full vesting of an Award, then such adjustments shall be made, or other
action shall be taken, by the Committee, as the Committee in its sole discretion shall deem appropriate, and shall be effective for all purposes of the Plan and on each outstanding Option or Award
that involves the particular type of stock for which a change was effected.

4.5General Adjustment Rules.No adjustment or substitution provided for in this
Article IV shall require UnitedGlobalCom to sell a fractional share of Stock under any Option, or otherwise issue a fractional share of Stock, and the total substitution or adjustment with
respect to each Option and other Award shall be limited by deleting any fractional share. In the case of any such substitution or adjustment, the aggregate Option Price for the total number of shares
of Stock then subject to an Option shall remain unchanged but the Option Price per share under each such Option shall be equitably adjusted by the Committee to reflect the greater or lesser number of
shares of Stock or other securities into which the Stock subject to the Option may have been changed, and appropriate adjustments shall be made to other Awards to reflect any such substitution or
adjustment.

4.6Determination by the Committee, Etc.Adjustments under this Article IV shall
be made by the Committee in its sole discretion, whose determinations with regard thereto shall be final and binding upon all parties thereto.

ARTICLE V  CORPORATE REORGANIZATION; CHANGE IN CONTROL

5.1Change in Control.



6

---



7

---



5.2Reorganization.Except as provided otherwise by the Committee at the time an Award
is granted, if one of the following events has occurred and if the notice required by Section 5.3 shall have first been given, the Plan and all Options then outstanding hereunder shall
automatically terminate and be of no further force and effect whatsoever, and other Awards then outstanding shall be treated as described in Sections 5.3 and 5.4, without the necessity for any
additional notice or other action by the Board, the Committee or UnitedGlobalCom: (a) the merger or consolidation of UnitedGlobalCom with or into another corporation (other than a consolidation
or merger in which UnitedGlobalCom is the continuing corporation and which does not result in any reclassification or change of outstanding shares of stock); or (b) the sale or conveyance of
the property of UnitedGlobalCom as an entirety or substantially as an entirety (other than a sale or conveyance in which UnitedGlobalCom continues as holding company of an entity or entities that
conduct the business or business formerly conducted by UnitedGlobalCom); or (c) the dissolution or liquidation of UnitedGlobalCom.

5.3Required Notice.At least 15 days' prior written notice of any event
described in Section 5.2 shall be given by UnitedGlobalCom to each Option Holder and Participant, unless (a) in the case of the events described in clauses (a) or (b) of
Section 5.2, UnitedGlobalCom, or the successor or purchaser, as the case may be, shall make adequate provision for the assumption of the outstanding Options or the substitution of new options
for the outstanding Options on terms comparable to the outstanding Options, except that the Option Holder shall have the right thereafter to purchase the kind and amount of securities or property or
cash receivable upon such merger, consolidation, sale or conveyance by a holder of the number of Shares that would have been receivable upon exercise of the Option immediately prior to such merger,
consolidation, sale or conveyance (assuming such holder of Stock failed to exercise any rights of election and received per share the kind and amount received per share by a majority of the
non-electing shares), or (b) UnitedGlobalCom, or the successor or purchaser, as the case may be, shall make adequate provision for the adjustment of outstanding Awards (other than
Options) so that such Awards shall entitle the Participant to receive the kind and amount of securities or property or cash receivable upon such merger, consolidation, other reorganization, sale or
conveyance by a holder of the number of Shares that would have been receivable with respect to such Award immediately prior to such merger, consolidation, other reorganization, sale or conveyance

8

---



(assuming such holder of Stock failed to exercise any rights of election and received per share the kind and amount received per share by a majority of the non-electing shares). The
provisions of this Article V shall similarly apply to successive mergers, consolidations, sales or conveyances. Such notice shall be deemed to have been given when delivered personally to a
Participant by registered or certified mail, postage prepaid, at such Participant's address last known to the Company.

5.4Acceleration of Exercisability.Participants notified in accordance with
Section 5.3 may exercise their Options at any time before the occurrence of the event requiring the giving of notice (but subject to occurrence of such event), regardless of whether all
conditions of exercise relating to length of service, attainment of financial performance goals or otherwise have been satisfied. Upon the giving of notice in accordance with Section 5.3, all
restrictions with respect to Restricted Stock and other Awards shall lapse immediately, all Stock Units shall become payable immediately, and all Stock Appreciation Rights shall become exercisable.
Any Options, Stock Appreciation Rights or Stock Units or other Awards that are not assumed or substituted under clauses (a) or (b) of Section 5.3 that have not been exercised
prior to the event described in Section 5.2 shall automatically terminate upon the occurrence of such event.

ARTICLE VI  PARTICIPATION

6.1Eligible Employees; Eligible Consultants.Participants in the Plan shall be those
Eligible Employees and Eligible Consultants selected by the Committee to receive Awards under the Plan. Participants may be granted from time to time one or more Awards; provided, however, that the
grant of each such Award shall be separately approved by the Committee and receipt of one such Award shall not result in automatic receipt of any other Award. Upon determination by the Committee that
an Award is to be granted to a Participant, written notice shall be given to such person, specifying the terms, conditions, rights and duties related thereto, including whether the Shares subject to
an Award are Class A Stock or Class B Stock. Each Participant shall, if required by the Committee, enter into an agreement with UnitedGlobalCom, in such form as the Committee shall
determine and which is consistent with the provisions of the Plan, specifying such terms, conditions, rights and duties. Awards shall be deemed to be granted as of the date specified in the grant
resolution of the Committee. In the event of any inconsistency between the provisions of the Plan and any such agreement entered into hereunder, the provisions of the Plan shall govern.

6.2Non-Employee Directors.The Committee may, from time to time, grant
Non-Qualified Options to one or more Non-Employee Directors, who shall be Participants in the Plan. Each Option shall include the terms and conditions that are
determined by the Committee and that are consistent with the terms of the Plan, and shall specify whether the Shares subject to such Option are Class A Stock or Class B Stock. Each
Participant shall, if required by the Committee, enter into an agreement with UnitedGlobalCom, in such form as the Committee shall determine and that is consistent with the terms of the Plan,
specifying the terms and conditions of the Option and the rights and duties of the Participant. An Option shall be deemed granted as of the date specified in the grant resolution of the Committee. In
the event of any inconsistency between the provisions of the Plan and any such agreement entered into hereunder, the provisions of the Plan shall govern.

ARTICLE VII  OPTIONS

7.1Grant of Options.Coincident with or following designation for participation in the
Plan, a Participant may be granted one or more Options. The Committee in its sole discretion shall designate whether an Option is an Incentive Option or a Non-Qualified Option; provided,
however, that only Non-Qualified Options may be granted to Eligible Consultants and Non-Employee Directors. The Committee may grant both an Incentive Option and a
Non-Qualified Option to an Eligible Employee

9

---

at
the same time or at different times. Incentive Options and Non-Qualified Options, whether granted at the same time or at different times, shall be deemed to have been awarded in
separate grants and shall be clearly identified, and in no event shall the exercise of one Option affect the right to exercise any other Option or affect the number of shares for which any other
Option may be exercised. An Option shall be considered as having been granted on the date specified in the grant resolution of the Committee.

7.2Stock Option Certificates.Each Option granted under the Plan shall be evidenced by
an Award Certificate (an "Option Certificate"), as any such Option Certificate may be supplemented or amended from time to time. An Option Certificate shall be issued by UnitedGlobalCom in the name of
the Participant to whom the Option is granted (the "Option Holder") and in such form as may be approved by the Committee. The Option Certificate shall incorporate and conform to the conditions set
forth in this Section 7.2 as well as such other terms and conditions that are not inconsistent as the Committee may consider appropriate in each case.



10

---



11

---



12

---



7.3Restrictions on Incentive Options.



7.4Stockholder Privileges.No Option Holder shall have any rights as a stockholder with
respect to any shares of Stock covered by an Option until the Option Holder becomes the holder of record of such Stock, and no adjustments shall be made for dividends or other distributions or other
rights as to which there is a record date preceding the date such Option Holder becomes the holder of record of such Stock, except as provided in Article IV.

ARTICLE VIII  RESTRICTED STOCK AWARDS

8.1Grant.Subject to the limitations of the Plan, the Committee may grant a Participant
one or more Awards of Restricted Stock, shall determine the time when each such Award shall be granted, shall determine whether shares of Stock covered by Awards of Restricted Stock will be issued at
the beginning or the end of the Restriction Period and whether Dividend Equivalents will be paid during the Restriction Period in the event shares of the applicable series of Stock are to be issued at
the end of the Restriction Period, and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each Award of Restricted Stock, and may prescribe other
restrictions, terms, and conditions applicable to the vesting of such Restricted Stock in addition to those provided in the Plan. The Committee shall determine the price, if any, to be paid by the
Participant for the Restricted Stock; provided, however, that the issuance of Restricted Stock shall be made for at least the minimum consideration necessary to permit such Restricted Stock to be
deemed fully paid and non-assessable. All determinations made by the Committee pursuant to this Section 8.1 shall be specified in the Award Certificate.

13

---

8.2Issuance of Restricted Stock at Beginning of the Restriction Period.If shares of
the applicable series of Stock are issued at the beginning of the Restriction Period, the stock certificate or certificates representing such Restricted Stock shall be registered in the name of the
Participant to whom such Restricted Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting Retained Distributions
(as defined in Section 8.3 below) shall bear a restrictive legend to the effect that ownership of the Restricted Stock (and such Retained Distributions), and the enjoyment of all rights
appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and the applicable Award Certificate. Such certificates shall remain in the custody of the Company or
its designee, and the Participant shall deposit with the custodian stock powers or other instruments of assignment, each endorsed in blank, so as to permit retransfer to the Company of all or any
portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or otherwise not become vested in accordance with the Plan and the applicable Award
Certificate.

8.3Restrictions.Restricted Stock issued at the beginning of the Restriction Period
shall constitute issued and outstanding shares of the applicable series of Stock for all corporate purposes. The Participant will have the right to vote such Restricted Stock, to receive and retain
such dividends and distributions, as the Committee may designate, paid or distributed on such Restricted Stock, and to exercise all other rights, powers, and privileges of a stockholder of shares of
the applicable series of Stock with respect to such Restricted Stock; except, that, unless otherwise determined by the Committee and provided in the applicable Award Certificate, (a) the
Participant will not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting
requirements with respect thereto shall have been fulfilled or waived; (b) the Company or its designee will retain custody of the stock certificate or certificates representing the Restricted
Stock during the Restriction Period as provided in Section 8.2; (c) other than such dividends and distributions as the Committee may designate, the Company or its designee will retain
custody of all distributions ("Retained Distributions") made or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions. terms and
vesting, and other conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid,
or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate
account; (d) the Participant may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Stock or any Retained Distributions or his interest in any of them during
the Restriction Period; and (e) a breach of any restrictions, terms, or conditions provided in the Plan or established by the Committee with respect to any Restricted Stock or Retained
Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto.

8.4Issuance of Stock at End of the Restriction Period.Restricted Stock issued at the
end of the Restriction Period shall not constitute issued and outstanding shares of the applicable series of Stock, and the Participant shall not have any of the rights of a stockholder with respect
to the shares of Stock covered by such an Award of Restricted Stock, in each case until such Shares shall have been transferred to the Participant at the end of the Restriction Period. If and to the
extent that shares of Stock are to be issued at the end of the Restriction Period, the Participant shall be entitled to receive Dividend Equivalents with respect to the shares of Stock covered thereby
either (i) during the Restriction Period or (ii) in accordance with the rules applicable to Retained Distributions, as the Committee may specify in the Agreement.

8.5Completion of Restriction Period.



14

---



ARTICLE IX  STOCK UNITS

9.1Grant.The Committee may, in addition to granting Awards of Options, Stock
Appreciation Rights and Restricted Stock, subject to the limitations of the Plan, grant Eligible Employees awards of Stock Units. An Award of Stock Units may be in the form of Shares of Stock or
Units, the value of which is based, in whole or in part, on the Fair Market Value of the Shares of Stock. Subject to the provisions of the Plan, including any rules established pursuant to
Section 9.2, awards of Stock Units shall be subject to such terms, restrictions, conditions, vesting requirements, and payment rules as the Committee may determine in its discretion, which need
not be identical for each Award.

9.2Rules.The Committee may, in its discretion, establish any or all of the following
rules for application to an Award of Stock Units:



15

---



ARTICLE X  STOCK APPRECIATION RIGHTS

10.1Persons Eligible.The Committee, in its sole discretion, may grant Stock
Appreciation Rights to Eligible Employees or Eligible Consultants.

10.2Terms of Grant.The Committee shall determine, at the time of the award of a Stock
Appreciation Right, the time period during which the Stock Appreciation Right may be exercised and any other terms that shall apply to the Stock Appreciation Right. Without limitation, the applicable
Award Certificate may provide for a limit on the amount payable to a Participant upon exercise of Stock Appreciation Rights at any time or in the aggregate, for a limit on the time periods during
which a Participant may exercise Stock Appreciation Rights, and for such other limits on the rights of the Participant and such other terms and conditions of the Stock Appreciation Rights, including,
without limitation, a condition that the Stock Appreciation Rights may be exercised only in accordance with rules and regulations adopted from time to time, as the Committee may determine. Unless
otherwise so provided in the applicable Award Certificate, any such limit relating to a tandem Stock Appreciation Right shall not restrict the exercisability of the related Option. Such rules and
regulations may govern the right to exercise Stock Appreciation Rights granted prior to the adoption or amendment of such rules and regulations as well as Stock Appreciation Rights granted thereafter.

10.3Exercise.A Stock Appreciation Right shall entitle a Participant to receive a
number of shares of Stock (without any payment to UnitedGlobalCom, except for applicable withholding taxes), cash, or Stock and cash, as determined by the Committee in accordance with
Section 10.4 below. If a Stock Appreciation Right is issued in tandem with an Option, except as may otherwise be provided by the Committee, the Stock Appreciation Right shall be exercisable
during the period that its related Option is exercisable. A Participant desiring to exercise a Stock Appreciation Right shall give written notice of such exercise to UnitedGlobalCom, which notice
shall state the proportion of Stock and cash that the Participant desires to receive pursuant to the Stock Appreciation Right exercised. Upon receipt of the notice from the Participant,
UnitedGlobalCom shall deliver to the person entitled thereto (i) a certificate or certificates for Stock and/or (ii) a cash payment, in accordance with Section 10.4 below. The
date UnitedGlobalCom receives written notice of such exercise hereunder is referred to in this
Article X as the "exercise date". The delivery of Stock or cash received pursuant to such exercise shall take place at the principal offices of UnitedGlobalCom within 30 days following
delivery of such notice.

10.4Number of Shares or Amount of Cash.Subject to the discretion of the Committee to
substitute cash for Stock, or Stock for cash, and subject to any limitations imposed by the Committee as contemplated by Section 10.2, the number of Shares that may be issued pursuant to the
exercise of a Stock Appreciation Right shall be determined by dividing: (a) the total number of Shares of Stock as to which the Stock Appreciation Right is exercised, multiplied by the amount
by which the Fair Market Value of one share of Stock on the exercise date exceeds the Fair Market Value of one Share of Stock on the date of grant of the Stock Appreciation Right, by (b) the
Fair Market Value of one Share of Stock on the exercise date; provided, however, that fractional shares shall not be issued and in lieu thereof, a cash adjustment shall be paid. In lieu of issuing
Stock upon the exercise of a Stock Appreciation Right, the Committee in its sole discretion may elect to pay the cash equivalent of the

16

---

Fair
Market Value of the Stock on the exercise date for any or all of the Shares of Stock that would otherwise be issuable upon exercise of the Stock Appreciation Right.

10.5Effect of Exercise.If a Stock Appreciation Right is issued in tandem with an
Option, the exercise of the Stock Appreciation Right or the related Option will result in an equal reduction in the number of corresponding Options or Stock Appreciation Rights that were granted in
tandem with such Stock Appreciation Rights and Options.

10.6Termination of Services.Upon the termination of the services of a Participant, any
Stock Appreciation Rights then held by such Participant shall be exercisable within the time periods, and upon the same conditions with respect to the reasons for termination of services, as are
specified in subsection 7.2(d) with respect to Options.

ARTICLE XI  STOCK BONUSES

The Committee may award Stock Bonuses to such Participants, subject to such conditions and restrictions, as it determines in its sole discretion. Stock Bonuses
may be either outright grants of Stock, or may be grants of Stock subject to and conditioned upon certain employment or performance related goals.

ARTICLE XII  OTHER COMMON STOCK GRANTS

From time to time during the duration of this Plan, the Board may, in its sole discretion, adopt one or more incentive compensation arrangements for Participants
pursuant to which the Participants may acquire shares of Stock, whether by purchase, outright grant, or otherwise. Any such arrangements shall be subject to the general provisions of this Plan and all
shares of Stock issued pursuant to such arrangements shall be issued under this Plan.

ARTICLE XIII  RIGHTS OF PARTICIPANTS

13.1Service.Nothing contained in the Plan or in any Option, or other Award granted
under the Plan shall confer upon any Participant any right with respect to the continuation of his employment by, or consulting relationship with, the Company, or interfere in any way with the right
of the Company, subject to the terms of any separate employment agreement or other contract to the contrary, at any time to terminate such services or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Award. Whether an authorized leave of absence, or absence in military or government service, shall constitute a termination of
service shall be determined by the Committee at the time.

13.2Nontransferability.Except as permitted by applicable law and regulation, unless
otherwise determined by the Committee and provided in the applicable Award Certificate, no right or interest of any Participant in an Option, a Stock Appreciation Right, a Restricted Stock Award
(prior to the completion of the restriction period applicable thereto), a Stock Unit, or other Award granted pursuant to the Plan, shall be assignable or transferable other than by will or the laws of
descent and distribution or pursuant to a Domestic Relations Order, and except as otherwise required pursuant to a Domestic Relations Order, such right or interest of any Participant in an Option, a
Stock Appreciation Right, a Restricted Stock Award (prior to the completion of the restriction period applicable thereto), a Stock Unit, or other Award granted pursuant to the Plan may be exercised
during the lifetime of the Participant only by such Participant (or his or her court appointed legal representative).

17

---

13.3No Plan Funding.Obligations to Participants under the Plan will not be funded,
trusteed, insured or secured in any manner. The Participants under the Plan shall have no security interest in any assets of the Company, and shall be only general creditors of the Company.

ARTICLE XIV  GENERAL RESTRICTIONS

14.1Investment Representations.UnitedGlobalCom may require any person to whom an
Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit, or Stock Bonus is granted, as a condition of exercising such Option or Stock Appreciation Right, or receiving such Restricted
Stock Award, Stock Unit, or Stock Bonus, to give written assurances in substance and form satisfactory to UnitedGlobalCom and its counsel to the effect that such person is acquiring the Stock for his
own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as UnitedGlobalCom deems necessary or appropriate in order to
comply with Federal and applicable state securities laws. Legends evidencing such restrictions may be placed on the Stock certificates.

14.2Compliance with Securities Laws.Each Option, Stock Appreciation Right, Restricted
Stock Award, Stock Unit, and Stock Bonus grant shall be subject to the requirement that, if at any time counsel to UnitedGlobalCom shall determine that the listing, registration or qualification of
the shares subject to such Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit, or Stock Bonus grant upon any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option, Stock Appreciation Right, Restricted
Stock Award, Stock Unit or Stock Bonus grant may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require UnitedGlobalCom to apply for or to obtain such listing, registration or qualification.

14.3Changes in Accounting Rules.Except as provided otherwise at the time an Award is
granted, notwithstanding any other provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable to Options, Stock
Appreciation Rights, Restricted Stock Awards, Stock Units or other Awards shall occur which, in the sole judgment of the Committee, may have a material adverse effect on the reported earnings, assets
or liabilities of UnitedGlobalCom, the Committee shall have the right and power to modify as necessary, any then outstanding and unexercised Options, Stock Appreciation Rights, outstanding Restricted
Stock Awards, outstanding Stock Units and other outstanding Awards as to which the applicable services or other restrictions have not been satisfied.

14.4Award Certificate.Any Award Certificate may contain (but shall not be required to
contain) such provisions as the Committee deems appropriate (A) to insure that the penalty provisions of Section 4999 of the Code will not apply to any stock, cash or other property
received by the Participant with respect to such Award or (B) to provide cash payments to the Participant to mitigate the impact of such penalty provisions upon the Participant.

ARTICLE XV  OTHER EMPLOYEE BENEFITS

The amount of any compensation deemed to be received by a Participant as a result of the exercise of an Option or Stock Appreciation Right, the sale of shares
received upon such exercise, the vesting of any Restricted Stock Award, receipt of Stock Bonuses, distributions with respect to Stock Units, or the grant of Stock shall not constitute "earnings" or
"compensation" with respect to which

18

---

any
other employee benefits of such employee are determined, including without limitation benefits under any pension, profit sharing, 401(k), life insurance or salary continuation plan.

ARTICLE XVI  PLAN AMENDMENT, MODIFICATION AND TERMINATION

16.1Amendment and Termination.The Board may at any time terminate, and from time to
time may amend or modify the Plan provided, however, that no amendment or modification may become effective without approval of the amendment or modification by the stockholders if stockholder
approval is required to enable the Plan to satisfy any applicable statutory or regulatory requirements, or if UnitedGlobalCom, on the advice of counsel, determines that stockholder approval is
otherwise necessary or desirable.

No
amendment, modification or termination of the Plan shall in any manner adversely affect any Options, Stock Appreciation Rights, Restricted Stock Awards, Stock Units, Stock Bonuses or
other Award theretofore granted under the Plan, without the consent of the Participant holding such Options, Stock Appreciation Rights, Restricted Stock Awards, Stock Units, Stock Bonuses or other
Awards. Nothing contained in the foregoing provisions of this Article XVI shall be construed to prevent the Committee from providing in any Award Certificate that the rights of the Participant
with respect to the Award evidenced thereby shall be subject to such rules and regulations as the Committee may,
subject to the express provisions of the Plan, adopt from time to time or impair the enforceability of any such provision.

ARTICLE XVII  WITHHOLDING

17.1Withholding Requirement.UnitedGlobalCom's obligations to deliver shares of Stock
upon the exercise of any Option, or Stock Appreciation Right, the vesting of any Restricted Stock Award, payment with respect to Stock Units, or the grant of Stock shall be subject to the
Participant's satisfaction of all applicable federal, state and local income and other tax withholding requirements.

17.2Withholding With Stock.At the time the Committee grants an Option, Stock
Appreciation Right, Restricted Stock Award, Stock Unit, Stock Bonus, other Award, or Stock or at any time thereafter, it may, in its sole discretion, grant the Participant an election to pay all such
amounts of tax withholding, or any part thereof, by electing (a) to have UnitedGlobalCom withhold from Shares otherwise issuable to the Participant, Shares of Stock having an aggregate Fair
Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by the Participant; provided however, that the amount of Stock so withheld shall not result in
an accounting charge to the Company, or (b) to transfer to UnitedGlobalCom a number of shares of Stock that were acquired by the Participant more than six months prior to the transfer to
UnitedGlobalCom and that have an aggregate Fair Market Value equal to the amount required to be withheld or such lesser amount as may be elected by the Participant. All elections shall be subject to
the approval or disapproval of the Committee. The value of shares of Stock to be withheld shall be based on the Fair Market Value of the Stock on the date that the amount of tax to be withheld is to
be determined (the "Tax Date"). Any such elections by Participants to have shares of Stock withheld for this purpose will be subject to the following restrictions:



19

---



ARTICLE XVIII  REQUIREMENTS OF LAW

18.1Requirements of LawThe issuance of Stock and the payment of cash pursuant to the
Plan shall be subject to all applicable laws, rules and regulations.

18.2Federal Securities Law Requirements.If a Participant is an officer or director of
UnitedGlobalCom within the meaning of Section 16, Awards granted hereunder shall be subject to all conditions required under Rule 16b-3, or any successor rule promulgated
under the 1934 Act, to qualify the Award for any exception from the provisions of Section 16(b) of the 1934 Act available under that Rule.

18.3Governing Law.The Plan and all agreements hereunder shall be construed in
accordance with and governed by the laws of the State of Delaware.

ARTICLE XIX  MISCELLANEOUS

19.1Expiration.The Plan shall terminate whenever the Board adopts a resolution to that
effect. If not sooner terminated by the Board, the Plan shall terminate and expire on May 31, 2013. After termination, no additional Awards shall be granted under the Plan, but UnitedGlobalCom
shall continue to recognize Awards previously granted.

19.2Amendments, Etc.The Board may from time to time amend, modify,suspend or terminate
the Plan. Nevertheless, no such amendment, modification, suspension or termination shall, without the consent of the Participant, impair any Award previously granted under the Plan or deprive any
Participant of any Shares that he may have acquired through or as a result of the Plan.

19.3Treatment of Proceeds.Proceeds from the sale of Stock pursuant to Options or other
Awards granted under the Plan shall constitute general funds of UnitedGlobalCom.

19.4Section Headings.The section headings are included herein only for convenience,
and they shall have no effect on the interpretation of the Plan.

19.5Severability.If any article, section, subsection or specific provision is found to
be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid
provision had never been set forth in the Plan.

19.6Gender and Number.Except when otherwise indicated by the context, the masculine
gender shall include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

19.7Company's Rights.The grant of Awards pursuant to the Plan shall not affect in any
way the right or power of the Company to make reclassifications, reorganizations, or other changes of or to its capital or business structure or to merge, consolidate, liquidate, sell, or otherwise
dispose of all or any part of its business or assets.

ARTICLE XX  DURATION OF THE PLAN

The Plan shall be effective as of September 1, 2003, and Awards may be granted under the Plan on and after such date, provided, however, that the Plan must
be approved by the stockholders of the

20

---

Company
within twelve months after said date and any Awards granted prior to approval by the stockholders may not be exercised until such approval is obtained and if the stockholders of the Company do
not approve this Plan within twelve months after the adoption of the Plan by the Board, all Awards shall become null and void and shall be cancelled. Unless sooner terminated by the Board of
Directors, the Plan shall terminate at the close of business on August 31, 2013, and no Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit, Stock Bonus, other Award or Stock
shall be granted, or offer to purchase Stock made, after such termination. Options, Stock Appreciation Rights, Restricted Stock Awards, other Awards, and Stock Units outstanding at the time of the
Plan termination may continue to be exercised, or become free of restrictions, or paid, in accordance with their terms.

Dated:
September 30, 2003

| |  | UNITEDGLOBALCOM, INC., a Delaware corporation
| |  | ---------------------------------------------
| |  |                                              
| |  |                                              
| |  | By:                                          

21

---

QuickLinks