EXHIBIT 10.19

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UNITEDGLOBALCOM, INC.

STOCK OPTION PLAN

FOR NON-EMPLOYEE DIRECTORS

(Effective March 20, 1998)

Amended and Restated January 30, 2002

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TABLE OF CONTENTS

|                                                       |     |   |                                                   | Page
|------------------------------------------------------ | --- | - | ------------------------------------------------- | ----
|ARTICLE IGENERAL                                      |     | 1
|                                                       | 1.1 |   | Definition                                        |     
|                                                       | 1.2 |   | Nature of Options                                 |     
|ARTICLE IIOPTIONS                                     |     | 1
|                                                       | 2.1 |   | Participation                                     |     
|                                                       | 2.2 |   | Grant                                             |     
|                                                       | 2.3 |   | Terms                                             |     
|ARTICLE IIIAUTHORIZED STOCK                           |     | 3
|                                                       | 3.1 |   | The Stock                                         |     
|                                                       | 3.2 |   | Adjustments for Stock Split, Stock Dividend, Etc. |     
|                                                       | 3.3 |   | Adjustments for Certain Distributions of Property |     
|                                                       | 3.4 |   | Distributions of Capital Stock and Indebtedness   |     
|                                                       | 3.5 |   | No Rights as Stockholder                          |     
|                                                       | 3.6 |   | Fractional Shares                                 |     
|ARTICLE IVCORPORATE REORGANIZATION; CHANGE OF CONTROL |     | 4
|                                                       | 4.1 |   | Reorganization                                    |     
|                                                       | 4.2 |   | Required Notice                                   |     
|                                                       | 4.3 |   | Acceleration of Exercisability                    |     
|                                                       | 4.4 |   | Change of Control                                 |     
|ARTICLE VGENERAL PROVISIONS                           |     | 5
|                                                       | 5.1 |   | Expiration                                        |     
|                                                       | 5.2 |   | Amendments, Etc.                                  |     
|                                                       | 5.3 |   | Treatment of Proceeds                             |     
|                                                       | 5.4 |   | Effectiveness                                     |     
|                                                       | 5.5 |   | Fair Market Value                                 |     
|                                                       | 5.6 |   | Section Headings                                  |     
|                                                       | 5.7 |   | Severability                                      |     
|                                                       | 5.8 |   | Rule 16b-3                                        |     

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UNITED INTERNATIONAL HOLDINGS, INC.  STOCK OPTION PLAN  FOR NON-EMPLOYEE DIRECTORS

The Board of Directors (the "Board") of United International Holdings, Inc. ("UIH"), a Delaware corporation (the "Company"), established the United
International Holdings, Inc. Stock Option Plan for Non-Employee Directors (the "Plan"), effective March 20, 1998 (the "Effective Date"). UIH changed its name to
UnitedGlobalCom, Inc. effective as of July 23, 1999. Then on January 30, 2002, New UnitedGlobalCom, Inc. assumed the Plan and changed its name to
UnitedGlobalCom, Inc. (the "Company") and UIH again changed its name to UGC Holdings, Inc. The name of the Plan has been changed accordingly to UnitedGlobalCom, Inc. Stock Option
Plan for Non-Employee Directors, effective March 20, 1998.

PURPOSES

The purposes of the Plan are to provide to certain directors of the Company who are not also employees of the Company added incentive to continue in the service
of the Company and a more direct interest in the future success of the operations of the Company by granting to such directors options ("Options") to purchase shares of the $.01 par value
Class A common stock (the "Stock") of the Company upon the terms and conditions described below.

ARTICLE I    GENERAL

1.1Definition. For purposes of the Plan and as used herein, a "non-employee director" is an individual who
(a) is a member of the Board and (b) is not an employee of the Company. For purposes of the Plan, an employee is an individual whose wages are subject to the withholding of federal
income tax under section 3401 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). A non-employee director to whom an Option is granted is referred to
herein as a "Holder."

1.2Nature of Options. The Options granted hereunder shall be options that do not satisfy the requirements of
section 422 of the Code.

ARTICLE II    OPTIONS

2.1Participation. Each non-employee director on the Effective Date and each non-employee director
elected thereafter shall be eligible to receive Options to purchase Stock in accordance with Section 2.2 on the terms and conditions herein described.

2.2Grant.



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2.3Terms. Options issued pursuant to the Plan shall have the following terms and conditions in addition to those set forth
elsewhere herein:



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ARTICLE III    AUTHORIZED STOCK

3.1The Stock. The total number of shares of Stock as to which Options may be granted pursuant to the Plan shall be 3,000,000
in the aggregate (includes adjustments through January 30, 2002, pursuant to the provisions of Section 3.2 and as approved by stockholders). The number of shares of Stock authorized for
grant hereunder shall be adjusted in accordance with the provisions of Section 3.2. Shares of Stock underlying expired or cancelled and unexercised Options shall again be available for grant
under the Plan. The Company shall at all times reserve a sufficient number of shares of Stock, or otherwise assure itself of its ability to perform its obligations hereunder.

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3.2Adjustments for Stock Split, Stock Dividend, Etc. If the Company shall at any time increase or decrease the number of its
outstanding Shares by means of 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, or change in any way the rights and privileges of such Shares, then the numbers, rights and privileges of the following shall be increased,
decreased or changed in like manner as if the corresponding Shares had been issued and outstanding, fully paid and nonassessable at the time of such occurrence: (a) the Shares as to which
Options may be granted under the Plan; and (b) the Shares then subject to each outstanding Option. Upon any occurrence described in this Section 3.2, the total Option Price under each
then outstanding Option shall remain unchanged but shall be apportioned ratably over the increased or decreased number of Shares subject to the Option.

3.3Adjustments for Certain Distributions of Property. If the Company shall at any time distribute with respect to its Stock
assets or securities of other persons (excluding cash dividends or distributions payable out of capital surplus and dividends or other distributions referred to in Sections 3.2 or 3.4), then the
Option Price of outstanding Options shall be adjusted to reflect the fair market value of the assets or securities distributed, the Company shall provide for the delivery upon exercise of such Options
of cash in an amount equal to the fair market value of the assets or securities distributed or a combination of such actions shall be taken, all as determined by the Committee in its discretion. Fair
market value of the assets or securities distributed for this purpose shall be as determined by the Committee.

3.4Distributions of Capital Stock and Indebtedness. If the Company shall at any time distribute with respect to its Stock
shares of its capital stock (other than Stock) or evidences of indebtedness, then a proportionate part of such capital stock and evidences of indebtedness shall be set aside for each outstanding
Option and, upon the exercise of such Option, delivered to the Option Holder.

3.5No Rights as Stockholder. An Option Holder shall have none of the rights of a stockholder with respect to the Shares
subject to an Option until such Shares are transferred to the Option Holder upon the exercise of such Option. Except as provided in this Article III, no adjustment shall be made for dividends,
rights or other property distributed to stockholders (whether ordinary or extraordinary) for which the record date is prior to the date such Shares are so transferred.

3.6Fractional Shares. No adjustment or substitution provided for in this Article III shall require the Company to
issue a fractional share. The total substitution or adjustment with respect to each Option shall be limited by deleting any fractional share.

ARTICLE IV    CORPORATE REORGANIZATION; CHANGE OF CONTROL

4.1Reorganization. Upon the occurrence of any of the following events, if the notice required by Section 4.2 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, without the necessity for any additional
notice or other action by the Board or the Company: (a) the merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company 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 the Company as an
entirety or substantially as an entirety (other than a sale or conveyance in which the Company continues as a holding company of an entity or entities that conduct the business or businesses formerly
conducted by the Company); or (c) the dissolution or liquidation of the Company.

4.2Required Notice. At least 30 days' prior written notice of any event described in Section 4.1 shall be
given by the Company to each Holder, unless in the case of the events described in clauses

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(a) or (b) of Section 4.1, the Company, 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 Holder of each Option then outstanding shall have the right thereafter to
purchase the kind and amount of shares
of stock or other securities or property or cash receivable upon such merger, consolidation, sale or conveyance by a holder of the number of shares of Stock 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). The provisions of this Article IV shall similarly apply to successive mergers, consolidations, sales or
conveyances. Such notice shall be deemed to have been given when delivered personally to a Holder or when mailed to a Holder by registered or certified mail, postage prepaid, at such Holder's address
last known to the Company.

4.3Acceleration of Exercisability. Subject to Section 5.4, Holders notified in accordance with Section 4.2 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 as a director have been satisfied.

4.4Change of Control. If a Change in Control (as defined below) occurs, all Options shall become exercisable in full,
regardless of whether all conditions of exercise relating to continuous service have been satisfied. A "Change in Control" is deemed to have occurred if (a) a person (as such term is used in
Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of shares of the
Company or the Company's successor having 30% or more of the total number of votes that may be cast for the election of directors of the Company without the prior approval of at least a majority of
the members of the Board unaffiliated with such person, or (b) individuals who constitute the directors of the Company at the beginning of a 24-month period cease to constitute at
least two-thirds of all directors at any time during such period, unless the election of any new or replacement directors was approved by a vote of at least a majority of the members of
the Board in office immediately prior to such period and of the new and replacement directors so approved. Notwithstanding anything to the contrary in this Section 4.4, no Option will become
exercisable by virtue of the occurrence of a Change in Control if the Holder of that Option or any group of which that Holder is a member is the person whose acquisition constituted the Change in
Control.

ARTICLE V    GENERAL PROVISIONS

5.1Expiration. The Plan shall terminate whenever the Board adopts a resolution to that effect. After termination, no
additional Options shall be granted under the Plan, but the Company shall continue to recognize Options previously granted.

5.2Amendments, Etc. The Board may from time to time amend, modify, suspend or terminate the Plan. Nevertheless, no such
amendment, modification, suspension or termination shall impair any Option theretofore granted under the Plan or deprive any Holder of any shares of Stock that he may have
acquired through or as a result of the Plan without the consent of the Holder. The Company shall obtain the approval of stockholders to any amendment or modification of the Plan to the extent required
by Rule 16b-3 under the Exchange Act ("Rule 16b-3") (or any successor applicable rule) or by the listing requirements of the National Association of Securities
Dealers, Inc. or any stock exchange on which the Company's securities are quoted or listed for trading.

5.3Treatment of Proceeds. Proceeds from the sale of Stock pursuant to Options granted under the Plan shall constitute
general funds of the Company.

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5.4Effectiveness. This Plan shall be effective on the Effective Date, subject to approval by the stockholders of the Company
in accordance with applicable law and as may be required to meet any applicable requirement of NASDAQ or any stock exchange or any governmental agency.

5.5Fair Market Value. The "Fair Market Value" of a share of Stock shall be the last reported sale price of the Stock on the
NASDAQ National Market System on the day the determination is to be made, or if no sale took place on such day, the average of the closing bid and asked prices of the Stock on the NASDAQ National
Market System on such day, or if the market is closed on such day, the last day prior to the date of determination on which the market was open for the transaction of business, as reported by NASDAQ.
If, however, the Stock should be listed or admitted for trading on a national securities exchange, the Fair Market Value of a share of the Stock shall be the last sales price, or if no sales took
place, the average of the closing bid and asked prices on the day the determination is to be made, or if the market is closed on such day, the last day prior to the date of determination on which the
market was open for the transaction of business, as reported in the principal consolidated transaction reporting system for the principal national securities exchange on which the Stock is listed or
admitted for trading. If the Stock is not listed or traded on NASDAQ or on any national securities exchange, the Fair Market Value for purposes of the grant of Options under the Plan shall be
determined by the Committee in good faith in its sole discretion.

5.6Section Headings. The Section headings are included herein only for convenience, and they shall have no effect on the
interpretation of the Plan.

5.7Severability. 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.

5.8Rule 16b-3. This Plan is intended to comply with the requirements of Rule 16b-3 and
any successor applicable rule so that grants under the Plan will not affect the status of non-employee directors as
disinterested persons for purposes of Rule 16b-3 and that such grants will otherwise satisfy the requirements of Rule 16b-3. To the extent the Plan does not
conform to such requirements, it shall be deemed amended to so conform without any further action on the part of the Board of Directors or stockholders.

Amended
and Restated January 30, 2002.

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

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