UNITEDGLOBALCOM INC, DEF 14A, 2000-05-01

UNITEDGLOBALCOM INC
DEF 14A, 2000-05-01
CABLE & OTHER PAY TELEVISION SERVICES

Previous: NORWEST BANK WISCONSIN NATIONAL ASSOCIATION, 13F-HR, 2000-05-01

Next: KINDER MORGAN ENERGY PARTNERS L P, 424B3, 2000-05-01

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a)
of the Securities and Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

UNITEDGLOBALCOM, INC.
-----------------------------------------------
(Name of Registrant as Specified in its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:

---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------
(3) Filing Party:
--------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------

<PAGE>
UNITEDGLOBALCOM, INC.
4643 S. Ulster Street, Suite 1300
Denver, Colorado 80237

April 28, 2000

Dear Fellow Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
UnitedGlobalCom, Inc. (the "Company"), which will be held at the Denver Marriott
Tech Center Hotel, 4900 S. Syracuse Street, Denver, Colorado, on Tuesday, June
27, 2000, at 10:00 a.m. local time. A notice of the annual meeting, a proxy
card, a Proxy Statement containing important information about the matters to be
acted upon at the annual meeting, and the Company's 1999 Annual Report to
Stockholders are enclosed.

You will be asked at the annual meeting to consider and vote upon (i) the
election of three directors of the Company to serve until the 2003 annual
meeting of stockholders, three directors of the Company to serve until the 2001
annual meeting of stockholders and one director to serve until the 2002 annual
meeting of stockholders and, in each case, until their successors are elected
and qualified, (ii) the ratification of the appointment of Arthur Andersen LLP
to serve as independent auditors for the Company for the fiscal year ending
December 31, 2000, and (iii) to transact such other business as may properly
come before the annual meeting.

The Board of Directors believes the proposals delineated above are in the
best interests of the Company and its stockholders. The Board of Directors
recommends that the stockholders vote in favor of the proposals presented in the
enclosed Proxy Statement.

Whether or not you are personally able to attend the annual meeting, please
complete, sign and date the enclosed proxy card and return it in the enclosed
prepaid envelope as soon as possible. This action will not limit your right to
vote in person if you do wish to attend the meeting and vote personally.

Yours truly,

/s/ Gene W. Schneider
Gene W. Schneider
Chairman of the Board and
Chief Executive Officer

<PAGE>

UNITEDGLOBALCOM, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 27, 2000

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

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (including
any adjournment or postponement thereof, the "Meeting") of UnitedGlobalCom,
Inc., a Delaware corporation (the "Company"), will be held at the Denver
Marriott Tech Center Hotel, 4900 S. Syracuse Street, Denver, Colorado on
Tuesday, June 27, 2000 at 10:00 a.m. local time for the following purposes:

(i) the election of three directors of the Company to serve until the 2003
annual meeting of stockholders, three directors of the Company to
serve until the 2001 annual meeting of stockholders and one director
of the Company to serve until the 2002 annual meeting of stockholders
and, in each case, until their successors are elected and qualified,

(ii) the ratification of the appointment of Arthur Andersen LLP to serve as
independent auditors for the Company for the fiscal year ending
December 31, 2000, and

(iii) to transact such other business as may properly come before the
Meeting.

Holders of record of the Company's Class A Common Stock and Class B Common
Stock at the close of business April 28, 2000, the record date of the meeting,
will be entitled to notice of and to vote together as a single class at the
Meeting. A list of stockholders entitled to vote at the Meeting will be
available at the Company's office for review by any stockholder, for any purpose
germane to the Meeting, for at least 10 days prior to the Meeting.

Shares can only be voted at the Meeting if the holder is present or
represented by proxy. If you do not expect to attend the Meeting, you are urged
to complete, date and sign the enclosed proxy card and return it promptly in the
accompanying, postage prepaid envelope, so that your shares may be voted in
accordance with your wishes and the presence of a quorum may be assured. Such
proxy action does not affect your right to vote in person in the event you
attend the Meeting. If your shares are registered in street name, however, you
will need a representation from your broker as to your stockholder status in
order to vote in person at the meeting. Such representation is not necessary to
just attend the meeting.

This Proxy Statement and the accompanying form of proxy are first being
mailed to stockholders of the Company on or about May 8, 2000.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Ellen P. Spangler
Ellen P. Spangler
Secretary

Denver, Colorado
April 28, 2000

PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY, WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE ANNUAL MEETING.

<PAGE>

UNITEDGLOBALCOM, INC.
4643 South Ulster Street, Suite 1300
Denver, Colorado 80237
--------------------------

PROXY STATEMENT
--------------------------

This Proxy Statement is being furnished to holders of Class A Common Stock
and Class B Common Stock, each $.01 par value per share (collectively, the
"Common Stock"), of UnitedGlobalCom, Inc., a Delaware corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board") for use at the annual meeting of the
Company's stockholders or at any adjournment or postponement thereof (the
"Meeting"), for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders.

TIME AND PLACE; PURPOSES

The Meeting will be held at 10:00 a.m. local time on June 27, 2000 at the
Denver Marriott Tech Center Hotel, 4900 S. Syracuse Street, Denver, Colorado. At
the Meeting, the stockholders of the Company will be asked to consider and vote
upon the following proposals: (i) the election of three directors of the Company
to serve until the 2003 annual meeting of stockholders, three directors of the
Company to serve until the 2001 annual meeting of stockholders and one director
of the Company to serve until the 2002 annual meeting of stockholders and, in
each case, until their successors are elected and qualified (the "Election of
Directors Proposal"); (ii) the ratification of the appointment of Arthur
Andersen LLP to serve as independent auditors for the Company for the fiscal
year ending December 31, 2000 (the "Auditors Proposal"); and (iii) to transact
such other business as may properly come before the Meeting.

This Proxy Statement and the accompanying form of proxy are first being
mailed to stockholders of the Company on or about May 8, 2000.

VOTING RIGHTS; RECORD DATE

The Board has fixed the close of business on April 28, 2000 (the "Record
Date"), as the record date for the determination of holders of Common Stock
entitled to receive notice of and to vote at the Meeting. Accordingly, only
holders of record of shares of Common Stock at the close of business on the
Record Date are entitled to notice of and to vote at the Meeting. At the close
of business on the Record Date, the Company had outstanding and entitled to vote
at the meeting 76,571,630 shares of Class A Common Stock and 19,321,940 shares
of Class B Common Stock. The Class A Common Stock and Class B Common Stock vote
together as a single class on all matters, except where otherwise required by
the Delaware General Corporation Law. Each share of Class A Common Stock has one
vote and each share of Class B Common Stock has ten votes on each matter on
which holders of such shares of such classes are entitled to vote at the
Meeting.

The presence, in person or by proxy, of the holders of a majority of the
combined voting power of the outstanding shares of Common Stock entitled to vote
is necessary to constitute a quorum at the Meeting. Directors are elected by a
majority of the combined voting power of the shares of Common Stock represented
in person or by proxy and entitled to vote at the Meeting, voting as a single
class. The affirmative vote of a majority of the combined voting power of the
outstanding shares of Common Stock entitled to vote at the Meeting, represented
in person or by proxy, is required to ratify the Auditors Proposal.

With respect to the Election of Directors Proposal, stockholders of the
Company may vote in favor of the nominees, may withhold their vote for the
nominees, or may withhold their vote as to specific nominees. With respect to
the Auditors Proposal, stockholders of the Company may vote in favor of or
against the proposal.

PROXIES

All shares of Common Stock represented by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted in
accordance with the instructions indicated in such proxies. If no specific
instructions are given with respect to the matters to be acted upon at the

1
<PAGE>

Meeting, shares of Common Stock represented by a properly executed proxy will be
voted FOR the Election of Directors Proposal and FOR the Auditors Proposal. The
Election of Directors Proposal and the Auditors Proposal are the only matters to
be acted upon at the Meeting. As to any other matter, which may properly come
before the Meeting, the persons named in the accompanying proxy card will vote
thereon in accordance with their best judgment. A properly executed proxy marked
"ABSTAIN," although counted for purposes of determining whether there is a
quorum and for purposes of determining the aggregate voting power and number of
shares represented and entitled to vote at the Meeting, will not be voted and
will have the same effect as a vote cast against the proposal to which such
instruction is indicated. Shares represented by "broker non-votes" (i.e., shares
held by brokers or nominees which are represented at the Meeting but with
respect to which the broker or nominee is not empowered to vote on a particular
proposal) will also be counted for purposes of determining whether there is a
quorum at the Meeting but will be deemed shares not entitled to vote and will
not be included for purposes of determining the aggregate voting power and
number of shares represented and entitled to vote on a particular proposal.

A stockholder may revoke his or her proxy at any time prior to its use by
delivering to the Secretary of the Company a signed notice of revocation or a
later dated signed proxy or by attending the Meeting and voting in person.
Attendance at the Meeting will not in itself constitute the revocation of a
proxy. Any written notice of revocation or subsequent proxy should be sent or
hand delivered so as to be received by UnitedGlobalCom, Inc., 4643 South Ulster
Street, Suite 1300, Denver, Colorado, 80237, Attention: Secretary, at or before
the vote to be taken at the Meeting.

The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, officers and employees of the Company may
solicit proxies by telephone, telegram, or by personal interviews. Such persons
will receive no additional compensation for such services. Brokerage houses,
nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares held of record by them
and will be reimbursed for their reasonable expenses in connection therewith.

ANNUAL REPORT

A copy of the 1999 Annual Report to Stockholders which Report includes the
consolidated financial statements of the Company for the fiscal year ended
December 31, 1999, is being mailed with this Proxy Statement to all Stockholders
entitled to vote at the Meeting. Such Report does not form any part of the
material for solicitations of proxies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 31, 2000, certain information
concerning the ownership of Common Stock of all classes by (i) each stockholder
who is known by the Company to own beneficially more than 5% of the outstanding
Class A Common Stock or Class B Common Stock at such date, (ii) each director of
the Company, (iii) each named executive officer of the Company, and (iv) all
directors and named executive officers of the Company as a group. Shares of
Class B Common Stock are convertible immediately into shares of Class A Common
Stock on a one-for-one basis, and accordingly, holders of Class B Common Stock
are deemed to own the same number of shares of Class A Common Stock and are
reflected as such in the table. Such ownership information includes shares of
Common Stock that may be acquired within 60 days of March 31, 2000, through
stock options and convertible securities. The table below also reflects deemed
beneficial ownership of Class A Common Stock or Class B Common Stock resulting
from the voting provisions of a stockholders' agreement (the "Stockholders'
Agreement") among the Company and certain stockholders of the Company. See
"Certain Transactions-Stockholders' Agreement" in this Proxy Statement.

Shares issuable within 60 days upon exercise of options, conversion of
convertible securities, exchange of exchangeable securities or upon vesting of
restricted stock awards are deemed to be outstanding for the purpose of
computing the percentage ownership and overall voting power of persons
beneficially owning such securities, but have not been deemed to be outstanding
for the purpose of computing the percentage ownership or overall voting power of
any other person. So far as is known to the Company, the persons indicated below
have sole voting and investment power with respect to the shares indicated as
owned by them, except as otherwise stated below and in the notes to the table
and except for the shares subject to the Stockholders' Agreement, which shares
are voted in accordance with the provisions thereof. The number of shares
indicated as owned by Gene W. Schneider, Michael T. Fries, and Mark L.
Schneider, each a named executive officer of the Company, and Tina M. Wildes, an
officer of the Company, includes interests in shares held by the trustee of the
Company's defined contribution 401(k) plan (the "401(k) Plan") as of December
31, 1999. The shares held by the trustee of the Company's 401(k) Plan for the
benefit of said executive officers and officer are voted at the discretion of
the trustee.

<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership Other Beneficial Ownership, including Deemed
Than Deemed Beneficial Beneficial Ownership as a
Ownership as a Result of the Result of the
Stockholders' Agreement Stockholders' Agreement
------------------------------ -------------------------------------------------------------------
Class A Common Stock Percentage of all
and Class A Class B Outstanding
Class B Common Stock Common Stock Common Stock Common Stock
------------------------------- ---------------------- --------------------- --------------------
Percent of Percent Percent of Percent of Percent of Percent
Number Number of of Total Number Number of Number Number of Number of of Total
Beneficial Owner of Shares Shares(1) Vote(1) of Shares Shares(2) of Shares Shares(1) Shares(1) Vote(1)
- ---------------- --------- ---------- -------- --------- ---------- --------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gene W. Schneider(3)(4)..... 5,486,350 5.7% 18.0% 20,150,250 21.0% 18,588,376 96.2% 20.8% 69.2%
Curtis W. Rochelle(3)(5).... 2,398,317 2.5% 7.6% 20,150,250 21.0% 18,588,376 96.2% 20.8% 69.2%
Mark L. Schneider(3)(6)..... 992,104 1.0% 2.3% 20,150,250 21.0% 18,588,376 96.2% 20.8% 69.2%
Albert M. Carollo(3)(7)..... 314,295 * * 20,150,250 21.0% 18,588,376 96.2% 20.8% 69.2%
John F. Riordan(8).......... 808,645 * * 808,645 * -- -- * *
Tina M. Wildes (9).......... 564,011 * 1.6% 564,011 * 416,956 * * 1.6%
Michael T. Fries(10) ....... 536,089 * * 536,089 * 91,580 * * *
Lawrence J. DeGeorge(11).... 171,875 * * 171,875 * -- -- * *
John P. Cole (12)........... 166,458 * * 166,458 * -- -- * *
John C. Malone(13).......... 7,292 * * 7,292 * -- -- * *
Henry P. Vigil.............. -- -- -- -- -- -- -- -- --
Charles H. R. Bracken....... -- -- -- -- -- -- -- -- --
All directors and executive
officers as a group
(12 persons).............. 11,445,436 11.7% 31.2% 22,004,620 22.7% 18,696,912 96.8% 22.6% 70.1%
Liberty Media
Corporation(14)........... 9,859,336 10.3% 36.6% 20,150,250 21.0% 18,588,376 96.2% 20.8% 69.2%
The Gene W. Schneider
Family Trust(15).......... 400,000 * * 20,150,250 21.0% 18,588,376 96.2% 20.8% 69.2%
Baron Capital Group, Inc.,
BAMCO, Inc., Baron Capital
Management, Inc. and
Ronald Baron(16).......... 3,613,400 3.8% 1.3% 3,613,400 3.8% -- -- 3.8% 1.3%
Capital Research and
Management Company(17).... 8,721,240 9.0% 3.2% 8,721,240 9.0% -- -- 9.0% 3.2%
FMR Corp.(18)............... 8,327,176 8.7% 3.1% 8,327,176 8.7% -- -- 8.7% 3.1%
Janus Capital Corporation
and Thomas H. Bailey(19).. 8,463,985 8.8% 3.1% 8,463,985 8.9% -- -- 8.8% 3.1%
</TABLE>
* Less than 1%.

(1) The figures for the percent of number of shares and percent of total vote
are based on 76,360,687 shares of Class A Common Stock (after elimination
of shares of the Company held in treasury and by its subsidiaries) and
19,321,940 shares of Class B Common Stock outstanding on March 31, 2000. In
determining the percent of vote, each share of Class A Common Stock has one
vote per share and each share of Class B Common Stock has 10 votes per
share.
(2) The figures for the percent of number of shares in this column are based on
76,360,687 shares of Class A Common Stock (after elimination of shares of
the Company held in treasury and by its subsidiaries) and 18,588,376 shares
of Class B Common Stock held by parties to the Stockholders' Agreement.
(3) The address of Messrs. G. Schneider, Rochelle, M. Schneider and Carollo is
c/o UnitedGlobalCom, Inc., 4643 South Ulster Street, Suite 1300, Denver,
Colorado 80237.
(4) Includes 665,920 shares of Class A Common Stock that are subject to
presently exercisable options and 3,532 shares of Class A Common Stock held
by the trustee of the Company's 401(k) Plan for the benefit of Mr.
Schneider. Also includes 4,806,728 shares of Class B Common Stock of which
3,063,512 shares are owned by the G. Schneider Holdings Co. (c/o
UnitedGlobalCom, Inc., 4643 South Ulster Street, Suite 1300, Denver,
Colorado 80237). The fourth through ninth columns also include 415,583
shares of Class A Common Stock, 466,669 shares of Class A Common Stock
subject to presently exercisable options, and 13,781,648 shares of Class B
Common Stock owned by other parties to the Stockholders' Agreement, as to
which Mr. Schneider disclaims beneficial ownership.
(5) Includes 91,875 shares of Class A Common Stock that are subject to
presently exercisable options. Also includes 222,368 shares of Class B
Common Stock and 137,134 shares of Class A Common Stock owned by the Marian
H. Rochelle Revocable Trust of which Mr. Rochelle's spouse Marian Rochelle
is the trustee (Box 996, Rawlins, Wyoming 82301) and 1,796,940 shares of
Class B Common Stock and 150,000 shares of Class A Common Stock owned by
the Rochelle Limited Partnership of which Mr. Rochelle is the general
partner. The fourth through ninth columns include 76,912 shares of Class B
Common Stock owned by Kathleen Jaure (Box 321, Rawlins, Wyoming 82301), and
66,912 shares of Class B Common Stock owned by Jim Rochelle (Box 967,
Gillette, Wyoming 82717) that are excluded from column one. The fourth

3
<PAGE>

through ninth columns also include 142,151 shares of Class A Common Stock,
1,040,714 shares of Class A Common Stock subject to presently exercisable
options, and 16,569,068 shares of Class B Common Stock owned by other
parties to the Stockholders' Agreement (including Kathleen Jaure and Jim
Rochelle), as to which Mr. Rochelle disclaims beneficial ownership.
(6) Includes 282,919 shares of Class A Common Stock that are subject to
presently exercisable options and 1,763 shares of Class A Common Stock held
by the trustee of the Company's 401(k) Plan for the benefit of Mr.
Schneider. Also includes 580,736 shares of Class B Common Stock owned by
Mr. Schneider. The fourth through ninth columns also include 300,836 shares
of Class A Common Stock, 849,670 shares of Class A Common Stock subject to
presently exercisable options, and 18,007,640 shares of Class B Common
Stock owned by other parties to the Stockholders' Agreement, as to which
Mr. Schneider disclaims beneficial ownership.
(7) Includes 91,875 shares of Class A Common Stock that are subject to
presently exercisable options and 222,420 shares of Class B Common Stock
owned by the Carollo Company. The fourth through ninth columns include
222,412 shares of Class B Common Stock owned by Albert & Carolyn Company,
222,412 shares of Class B Common Stock owned by the James R. Carollo Living
Trust and 111,200 shares of Class B Common Stock owned by the John B.
Carollo Living Trust that are excluded from column one. The fourth through
ninth columns also include 429,385 shares of Class A Common Stock,
1,040,714 shares of Class A Common Stock subject to presently exercisable
options, and 18,365,956 shares of Class B Common Stock owned by other
parties to the Stockholders' Agreement (including the Albert & Carolyn
Company, James R. Carollo Living Trust and the John B. Carollo Living
Trust), as to which Mr. Carollo disclaims beneficial ownership. The address
of Albert & Carolyn Company and the John B. Carollo Living Trust is c/o
Sweetwater Television Co., P.O. Box 8, 602 Broadway, Rock Springs, Wyoming
82901. The address of the James R. Carollo Living Trust is 32395 Highlands
Road, Steamboat Springs, Colorado 80477.
(8) Includes 6,303 shares of Class A Common Stock that are subject to presently
exercisable options and 769,062 shares of Class A Common Stock owned by
Riordan Communications Limited.
(9) Includes 114,375 shares of Class A Common Stock that are subject to
presently exercisable stock options and 2,188 shares of Class A Common
Stock held by the trustee of the Company's 401(k) Plan for the benefit of
Ms. Wildes. Also includes 16,956 shares of Class B Common Stock owned by
Ms. Wildes, 400,000 shares of Class B Common Stock held by The Gene W.
Schneider Family Trust and the following securities owned by her spouse:
6,000 shares of Class A Common Stock, 1,784 shares of Class A Common Stock
held by the trustee of the Company's 401(k) Plan and 22,708 shares of Class
A Common Stock that are subject to presently exercisable stock options. Ms.
Wildes disclaims beneficial ownership of such shares owned by her spouse
and the shares held by The Gene W. Schneider Family Trust, except to the
extent of her pecuniary interest therein.
(10) Includes 420,833 shares of Class A Common Stock that are subject to
presently exercisable options and 3,494 shares of Class A Common Stock held
by the trustee of the Company's 401(k) Plan for the benefit of Mr. Fries.
Also includes 91,580 shares of Class B Common Stock owned by Mr. Fries.
(11) Includes 91,875 shares of Class A Common Stock that are subject to
presently exercisable options. Also includes 40,000 shares of Class A
Common Stock owned by his spouse, Florence DeGeorge. Mr. DeGeorge disclaims
beneficial ownership of such shares owned by Mrs. DeGeorge.
(12) Includes 53,750 shares of Class A Common Stock that are subject to
presently exercisable options.
(13) Includes 7,292 shares of Class A Common Stock that are subject to presently
exercisable options.
(14) Includes 9,859,336 shares of Class B Common Stock owned by Liberty Media
Corporation ("Liberty"); however, see "Certain Transactions--Liberty Term
Sheet" concerning these shares. Also see "Certain Transactions--
Stockholders' Agreement" concerning these shares being subject to the terms
thereof. The fourth through ninth columns also include 429,285 shares of
Class A Common Stock, 1,132,589 shares of Class A Common Stock subject to
presently exercisable options, and 8,729,040 shares of Class B Common Stock
owned by other parties to the Stockholders' Agreement, as to which Liberty
disclaims beneficial ownership. The address of Liberty is 9197 South Peoria
Street, Englewood, Colorado. John C. Malone, a director of the Company, is
also an officer of Liberty.
(15) Includes 400,000 shares of Class B Common Stock. The fourth through ninth
columns also include 429,285 shares of Class A Common Stock, 1,132,589
shares of Class A Common Stock subject to presently exercisable options,
and 18,188,376 shares of Class B Common Stock owned by other parties to the
Stockholders' Agreement as to which said Trust disclaims beneficial
ownership. The address for The Gene W. Schneider Family Trust is c/o
UnitedGlobalCom, Inc., 4643 S. Ulster Street, Suite 1300, Denver, Colorado
80237.
(16) The number of shares of Class A Common Stock in the table is based upon a
Schedule 13G dated February 11, 2000, filed by Baron Capital Group, Inc.
("BCG"), BAMCO, Inc., Baron Capital Management, Inc. ("BCM") and Ronald
Baron. The Schedule 13G reflects that BAMCO and BCM are investment advisors
and have shared voting and shared dispositive powers over 3,092,000 shares
and 521,400 shares, respectively, of Class A Common Stock. BCG and Mr.

4
<PAGE>

Baron are parent holding companies of such investment advisors and share in
such powers. The address for BCG, BAMCO, Inc., BCM and Mr. Baron is 767
Fifth Avenue, New York, New York 10153.
(17) The number of shares of Class A Common Stock in the table is based upon a
Schedule 13G dated February 10, 2000, filed by Capital Research and
Management Company ("Capital Research") with respect to the Class A Common
Stock. Capital Research, an investment adviser, is the beneficial owner of
8,721,240 shares of Class A Common Stock, which includes 391,900 shares of
Class A Common Stock issuable upon conversion of 500,000 shares of the
Company's 7% Series D Cumulative Convertible Preferred Stock and 830,340
shares of Class A Common Stock issuable upon conversion of 700,000 shares
of the Company's 7% Series C Cumulative Convertible Preferred Stock, as a
result of acting as investment adviser to various investments companies.
The Schedule 13G reflects that Capital Research has no voting power over
said shares and sole dispositive power over the shares of Class A Common
Stock. The address of Capital Research is 333 South Hope Street, Los
Angeles, California 90071.
(18) The number of shares of Class A Common Stock in the table is based upon
Amendment No. 1 to a Schedule 13G dated March 10, 2000, filed by FMR Corp.
with respect to the Class A Common Stock. FMR Corp. is the beneficial owner
of 8,112,239 shares of Class A Stock as a result of its subsidiary Fidelity
Management & Research Company acting as an investment advisor to various
investment companies. Such shares include 52,192 shares of Class A Common
Stock issuable upon conversion of 44,000 shares of the Company's 7% Series
C Cumulative Convertible Preferred Stock and 389,155 shares of Class A
Common Stock issuable upon conversion of 496,500 shares of the Company's 7%
Series D Cumulative Convertible Preferred Stock. In addition, FMR Corp. is
the beneficial owner of 152,387 shares of Class A Common Stock as a result
of its subsidiary Fidelity Management Trust Company serving as investment
manager of institutional accounts. Fidelity International Limited ("FIL")
is the beneficial owner of 62,550 shares of Class A Common Stock as a
result of providing investment advisory and management services to non-US
companies and certain institutional investors. The Schedule 13G reflects
that FMR Corp. has sole voting power over only 5,643 of said shares and
sole dispositive power of 8,112,239 shares of Class A Common Stock. FIL has
sole voting power and sole dispositive power over 62,550 shares of Class A
Common Stock. The address of FMR Corp. is 82 Devonshire Street, Boston,
Massachusetts 02109, and the address of FIL is 42 Crow Lane, Hamilton,
Bermuda.
(19) The number of shares of Class A Common Stock in the table is based upon a
Schedule 13G dated February 14, 2000, filed by Janus Capital Corporation
("Janus Capital") and Thomas H. Bailey, a greater than 10% owner of Janus
Capital. The Schedule 13G reflects Janus Capital and Mr. Bailey have sole
voting and dispositive powers over 8,463,985 shares of Class A Common
Stock. Janus Capital is the beneficial owner of such shares as a result of
acting as an investment advisor to several clients. The address of Janus
Capital and Mr. Bailey is 100 Fillmore Street, Denver, Colorado 80206.

No equity securities in any subsidiary of the Company, including directors'
qualifying shares, are owned by any of the Company's executive officers or
directors, except as stated below. The following discussion sets forth ownership
information as of March 31, 2000 and within 60 days thereof with respect to
stock options.

The following executive officers and directors own ordinary shares A,
options to purchase ordinary shares A and phantom options based on ordinary
shares A of United Pan-Europe Communications N.V., a majority-owned subsidiary
of the Company ("UPC"). Such shares have been adjusted to reflect the 3-for-1
stock split of UPC effective March 20, 2000: (i) Mr. Gene W. Schneider - 93,000
ordinary shares A and phantom options based on 562,500 ordinary shares A of
which 433,593 are exercisable; (ii) Mr. Fries - 9,153 ordinary shares A and
phantom options based on 225,000 ordinary shares A of which 93,750 are
exercisable; (iii) Mr. Mark L. Schneider - 90,000 ordinary shares A and options
to purchase 2,925,000 ordinary shares A of which 2,254,689 are exercisable; (iv)
Mr. Bracken - options to purchase 750,000 ordinary shares A of which 218,751 are
exercisable; (v) Mr. Riordan - 1,119,285 ordinary shares A and options to
purchase 459,375 ordinary shares A of which 98,439 are exercisable; (vi) Ms.
Wildes - 9,153 ordinary shares A and phantom options based on 153,000 ordinary
shares A of which 117,939 are exercisable; (vii) Mr. Carollo - 30,000 ordinary
shares A; (viii) Mr. Cole - 4,575 ordinary shares A; and (ix) Mr. Rochelle -
32,034 ordinary shares A. With respect to the phantom options, UPC may elect to
pay such options in cash, in ordinary shares A of UPC, or in shares of Class A
Common Stock. In each case and as a group, such ownership is less than 1% of
UPC's outstanding ordinary shares.

The following executive officers and directors beneficially own options to
purchase ordinary shares of Austar United Communications Limited, a
majority-owned subsidiary of the Company ("Austar United"): (i) Mr. Gene W.
Schneider - options to purchase 2,153,316 ordinary shares of which 1,306,778 are
exercisable; (ii) Mr. Fries - options to purchase 6,029,285 ordinary shares of
which 3,658,984 are exercisable; and (iii) Ms. Wildes - options to purchase
25,000 ordinary shares of which 5,729 are exercisable. In each case and as a
group, such ownership is less than 1% of Austar United's outstanding ordinary
shares.

5
<PAGE>

The following executive officers and directors beneficially own options to
purchase ordinary shares of chello broadband N.V., a wholly-owned subsidiary of
UPC ("chello broadband"): (i) Mr. Mark L. Schneider - options to purchase
250,000 ordinary shares B of which 72,917 are exercisable; and (ii) John F.
Riordan - options to purchase 300,000 ordinary shares B of which 87,500 are
exercisable. In each case and as a group, such ownership is less than 1% of
chello broadband's outstanding ordinary shares.

PROPOSAL 1 - ELECTION OF DIRECTORS

GENERAL

The number of members of the Company's Board is currently fixed at eleven.
The Company's Second Restated Certificate of Incorporation provides for a
classified Board of Directors, which may have the effect of deterring hostile
takeovers or delaying changes in control or management of the Company. For
purposes of determining their terms, directors are divided into three classes.
The Class I directors, whose terms expire at the Meeting, include Messrs.
Carollo, DeGeorge and Mark L. Schneider. The Class II directors, whose terms
expire at the 2001 annual stockholders' meeting, includes Mr. Cole. The Class
III directors, whose terms expire at the 2002 annual stockholders' meeting,
include Messrs. Riordan, Rochelle and Gene W. Schneider. In October 1999,
Messrs. Lawrence F. DeGeorge, Antony Ressler and Bruce Spector resigned from the
Board. The Board appointed Messrs. Michael T. Fries and John P. Malone and Ms.
Tina M. Wildes to the Board effective November 15, 1999, and Mr. Henry P. Vigil
to the Board effective March 8, 2000, each to serve until the Meeting. On
November 15, 1999, the Board also appointed Gregory P. Maffei as a director. Mr.
Maffei resigned in March 2000. Upon election, Messrs. Malone and Vigil and Ms.
Wildes will serve as Class II directors and Mr. Fries will serve as a Class III
director. Each director elected at each such meeting will serve for a term
ending on the date of the third annual stockholders' meeting after his or her
election or until his or her successor shall have been duly elected and
qualified.

Proxies are solicited in favor of the nominees for the Class I directors
named below with the term of office of each to continue until the 2003 annual
stockholders' meeting. Proxies are also solicited in favor of each of Messrs.
Malone and Vigil and Ms. Wildes to be elected as Class II directors to serve
until the 2001 annual stockholders' meeting, and in favor of Mr. Fries to be
elected as a Class III director to serve until the 2002 annual stockholders'
meeting. The persons named in the accompanying proxy will vote for the election
of the seven nominees, with the term of office of each to continue as stated
above or until his or her successor shall have been duly elected and qualified,
unless authority to vote is withheld. In the event that any of the nominees
should be unable to serve as a director, an event that the Company does not
presently anticipate, votes will be cast for the election of such other person,
if any, designated by the Board, or if none is so designated prior to the
election, votes will be cast according to the judgment in such matters of the
person or persons voting the proxy.

The following lists the seven nominees for election as directors of the
Company and the four directors of the Company whose term of office will continue
after the Meeting, including the age of each person, the position with the
Company or principal occupations of each person, certain other directorships
held and the year each person became a director of the Company. The numbers of
shares of Common Stock beneficially owned by each such person as of March 31,
2000, are set forth in "Security Ownership of Certain Beneficial Owners and
Management" above.

NOMINEES FOR ELECTION AS DIRECTORS

ALBERT M. CAROLLO, 86, has been a director of the Company since April 1993
and was a director of United International Holdings, a Colorado general
partnership (the "Partnership"), from December 1990 until its dissolution in
December 1993. Mr. Carollo is the Chairman of Sweetwater Television Company, a
cable television company, and served as its President from 1955 until 1997. Mr.
Carollo served as a director of United Artists Entertainment Company ("United
Artists") from December 1988 until its merger with Tele-Communications, Inc. in
November 1991, and as a director of United Cable Television Corporation ("United
Cable") from 1974 until its merger with United Artists in 1989.

LAWRENCE J. DEGEORGE, 83, has been a director of the Company since April
1993 and was a director of the Partnership from September 1989 until its
dissolution in December 1993. Mr. DeGeorge served as Chairman of the Board and
Chief Executive Officer of Amphenol Corporation, a major international
manufacturer of electrical, electronic and fiber-optic connectors, cable and
cable assemblies, from May 1987 until its sale in May 1997. Mr. DeGeorge also
served as the Chief Executive Officer of Amphenol Corporation's subsidiary,
Times Fiber Television Communications, Inc., a major U.S. manufacturer of
coaxial cable for the cable television industry, from 1985 until the sale of
Amphenol Corporation.

MARK L. SCHNEIDER, 44, has been a director of the Company since April 1993.
From December 1996 until December 1999, he also served as Executive Vice

6
<PAGE>

President of the Company. In April 1997, Mr. Schneider also became Chief
Executive Officer of UPC and Chairman of its Board of Management, and in March
1998 he also became Chairman of the Supervisory Board of chello broadband. From
April 1997 to September 1998, he served as President of UPC, and from May 1996
to December 1996, he served as the Chief of Strategic Planning and Operations
Oversight for the Company. Mr. Schneider served as President of the Company from
July 1992 to June 1995, and as Senior Vice President of the Company from May
1989 to July 1992. He also worked as a consultant for UnitedGlobalCom, Inc. from
June 1995 to May 1996. Mr. Schneider is also a director of Advance Display
Technologies, Inc.

MICHAEL T. FRIES, 37, became a director of the Company in November 1999 and
has served as its President and as a member of the UPC Supervisory Board since
September 1998 and as Chairman of the UPC Supervisory Board since February 1999.
He has also served as President and Chief Executive Officer of United
Asia/Pacific Communications, Inc., a wholly-owned subsidiary of the Company
("UAP"), since June 1995 and December 1995, respectively, and Executive Chairman
of Austar United since June 1999. In addition, since September 1998, Mr. Fries
has served as the President of United Latin America, Inc., a wholly-owned
subsidiary of the Company ("ULA"). In January 2000, he became a member of the
chello broadband Supervisory Board. From March 1990 to June 1995, Mr. Fries
served as Senior Vice President, Development, in which capacity he was
responsible for managing the Company's acquisitions and new business development
activities, including the Company's expansion into the Asia/Pacific, Latin
America and European markets.

JOHN C. MALONE, 59, has been a director of the Company since November 1999.
He is the Chairman of Liberty Media Corporation ("Liberty"), a producer and
distributor of entertainment, sports, informational programming and electronic
retailing services. From 1996 to 1999 he served as Chairman of
Tele-Communications, Inc. ("TCI") and from 1994 to 1999 as Chief Executive
Officer of TCI. Mr. Malone served as Chief Executive Officer from 1992 to 1994
and as President from 1973 to 1994 of TCI Communications, Inc. He is also a
director of AT&T Corporation, The Bank of New York, @ Home Corporation, TCI
Satellite Entertainment, Inc., USANi LLC, Black Entertainment Television
Holdings II, and Cendant Corporation.

HENRY P. VIGIL, 42, became a director of the Company in March 2000. He is
the Vice President, Consumer Strategy and Partnerships, of Microsoft Corporation
("Microsoft"), a computer software company, a position he has held since January
1999. At Microsoft he is responsible for developing consumer strategies,
managing strategic engagements with consumer electronics companies and
developing consumer platforms and consumer services. From January 1997 to
January 1999, Mr. Vigil served as the Senior Director of Strategy Planning and
Business Development for the Digital Television Group at Microsoft where he was
responsible for the development of Microsoft's digital TV strategy. From
September 1995 to January 1997, he served as the General Manager of Microsoft's
Internet Commerce Business and Interactive Television Units.

TINA M. WILDES, 39, has been a director of the Company since November 1999
and the Senior Vice President of Development Oversight and Administration of the
Company since May 1998. She has also served as a member of the Supervisory Board
of UPC since February 1999. In January 2000, she also became a member of the
Supervisory Board of chello broadband. From October 1997 until May 1998, Ms.
Wildes served as Senior Vice President of Programming for the Company. From
December 1993 until October 1997, Ms. Wildes served as a Regional Vice President
of the Company's Latin American region. Prior to that time, from 1988, Ms.
Wildes served as either a director or vice president of development, programming
and operations, for several of the Company's European operating entities.

THE BOARD RECOMMENDS A VOTE FOR EACH NOMINEE UNDER THE ELECTION OF
DIRECTORS PROPOSAL.

CLASS III DIRECTORS WHOSE TERMS EXPIRE IN 2002

JOHN F. RIORDAN, 57, has been a director of the Company since March 1998.
Mr. Riordan became Vice Chairman of UPC's Board of Management in September 1998
and President of UPC in June 1999. Mr. Riordan has also served on the
Supervisory Board of chello broadband since September 1998 and as a director of
Austar United since June 1999. From March 1998 to June 1999, he served as
Executive Vice President of UPC, and from September 1998 to June 1999, he served
as President of Advanced Communications for UPC, where he oversaw the
implementation of UPC's Internet/data services and digital distribution network.
From 1992 to November 1998, Mr. Riordan served as Chief Executive Officer of
Princes Holdings Limited, a multi-channel television operating company in
Ireland in which the Company held a 20% interest until its sale in November
1998.

CURTIS W. ROCHELLE, 84, has been a director of the Company since April 1993
and was a director of the Partnership from September 1989 until its dissolution
in December 1993. He is a rancher in Rawlins, Wyoming, and the owner of Rochelle
Livestock. Mr. Rochelle served as a director of United Artists from December
1988 until its merger with TCI in November 1991 and as a director of United
Cable from 1974 until its merger with United Artists in 1989.

7
<PAGE>

GENE W. SCHNEIDER, 73, has served as Chairman of the Board of Directors of
the Company since its inception in May 1989 and was a director of the
Partnership from September 1989 until its dissolution in December 1993. Mr.
Schneider has also served as the Company's Chief Executive Officer since October
1995, and served as President from October 1997 until he relinquished the title
in September 1998. Since June 1999, Mr. Schneider has also served as a director
of Austar United. Mr. Schneider served as a member of the Supervisory Board of
UPC from July 1995 until February 1999, when he became an advisor to the Board.
From May 1989 to November 1991, Mr. Schneider served as Chairman of United
Artists, then the third largest cable television company and the largest theater
owner in the world. He was a founder of United Cable in the early 1950's and, as
its Chairman and Chief Executive Officer, helped build United Cable into the
eighth-largest multiple system operator in the United States prior to its merger
with United Artists in 1989. He has been active in cable television affairs and
has served on the Board of the National Cable Television Association, and on
numerous committees and special projects thereof, since the National Cable
Television Association's inception in the early 1950's. Mr. Schneider is one of
the original inductees into the National Cable Television Association's Cable
Television Pioneers. Mr. Schneider is also an advisor to the Supervisory Board
of UPC and to the Supervisory Board of chello broadband and the Chairman of the
Board for Advance Display Technologies, Inc.

CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 2001

JOHN P. COLE, JR., 70, has been a director of the Company since March 1998,
and became a member of the Supervisory Board of UPC in February 1999. Also, in
January 2000, he became a member of the Supervisory Board of chello broadband.
Mr. Cole has practiced law in Washington, D.C. since 1956 and has been counsel
over the years in many landmark proceedings before the U.S. Federal
Communications Commission, reflecting the development of the cable television
industry. In 1966, he founded the law firm of Cole, Raywid & Braverman, a firm
specializing in all aspects of telecommunications and media law.

Gene W. Schneider is the father of Mark L. Schneider and Tina M. Wildes,
who are brother and sister. No other family relationships exist between any
other named executive officer or director of the Company.

COMMITTEES AND MEETINGS

The Company has an Audit Committee and a Compensation Committee. There is
no standing nomination committee of the Board.

AUDIT COMMITTEE. The members of the Audit Committee are Messrs. Carollo,
Cole and DeGeorge. The Audit Committee is charged with reviewing and monitoring
the Company's financial reports and accounting practices to ascertain that they
are within acceptable limits of sound practice, to receive and review audit
reports submitted by the Company's independent auditors and to make such
recommendations to the Board as may seem appropriate to the Audit Committee to
assure that the interests of the Company are adequately protected and to review
all related party transactions and potential conflict-of-interest situations.
The Audit Committee of the Company held one meeting during the year ended
December 31, 1999.

COMPENSATION COMMITTEE. The members of the Compensation Committee (the
"Committee") during the year ended December 31, 1999, were Messrs. Carollo,
Cole, DeGeorge, Malone (since his appointment in November 1999) and Rochelle.
Mr. Vigil became a member of the Committee in March 2000. Also, former directors
Lawrence F. DeGeorge, Antony Ressler and Bruce Spector were members of the
Committee until their resignations in October 1999. The Committee held four
meetings during 1999. The Committee administers the Company's employee stock
option plans, and in this capacity approves all option grants to Company
executive officers and management under the Employee Plan. It also makes
recommendations to the Board of Directors with respect to the compensation of
the Chairman of the Board and Chief Executive Officer and approves the
compensation paid to other senior executives. The Committee's report for 1999 is
included in this Proxy Statement.

During the year ended December 31, 1999, the Board had 15 meetings, either
in person or via telephonic conference. None of the directors attended fewer
than 75% of the meetings of the Board or of any committee of which he is a
member.

PROPOSAL 2 - APPOINTMENT OF INDEPENDENT AUDITORS

Subject to stockholder ratification, the Board of Directors has appointed
the firm of Arthur Andersen LLP as independent auditors to audit the books,
records and accounts of the Company and its subsidiaries for the fiscal year
ending December 31, 2000.

Representatives from Arthur Andersen LLP are expected to be present at the
Meeting and shall have the opportunity to make a statement, if they desire to do
so, and will be available to respond to appropriate questions.

THE BOARD RECOMMENDS A VOTE FOR THE AUDITORS PROPOSAL.

8
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS. The following lists the executive officers of the
Company, their ages, a description of their business experience and their
positions with the Company as of March 31, 2000. All officers are appointed for
an indefinite term, serving at the pleasure of the Board.

GENE W. SCHNEIDER, 73, has served as Chairman of the Board of Directors of
the Company since its inception in May 1989 and was a director of the
Partnership from September 1989 until its dissolution in December 1993. Mr.
Schneider has also served as the Company's Chief Executive Officer since October
1995, and served as President from October 1997 until he relinquished the title
in September 1998. Since June 1999, Mr. Schneider has also served as a director
of Austar United. Mr. Schneider served as a member of the Supervisory Board of
UPC from July 1995 until February 1999, when he became an advisor to the Board.
From May 1989 to November 1991, Mr. Schneider served as Chairman of United
Artists, then the third largest cable television company and the largest theater
owner in the world. He was a founder of United Cable in the early 1950's and, as
its Chairman and Chief Executive Officer, helped build United Cable into the
eighth-largest multiple system operator in the United States prior to its merger
with United Artists. He has been active in cable television affairs and has
served on the Board of the National Cable Television Association, and on
numerous committees and special projects thereof, since the National Cable
Television Association's inception in the early 1950's. Mr. Schneider is one of
the original inductees into the National Cable Television Association's Cable
Television Pioneers. Mr. Schneider is also an advisor to the Supervisory Board
of UPC and to the Supervisory Board of chello broadband and the Chairman of the
Board for Advance Display Technologies, Inc.

MICHAEL T. FRIES, 37, became a director of the Company in November 1999 and
has served as its President and as a member of the UPC Supervisory Board since
September 1998 and as Chairman of the UPC Supervisory Board since February 1999.
He has also served as President and Chief Executive Officer of UAP since June
1995 and December 1995, respectively, and Executive Chairman of Austar United
since June 1999. In addition, since September 1998, Mr. Fries has served as the
President of ULA. In January 2000, he became a member of the chello broadband
Supervisory Board. From March 1990 to June 1995, Mr. Fries served as Senior Vice
President, Development, in which capacity he was responsible for managing the
Company's acquisitions and new business development activities, including the
Company's expansion into the Asia/Pacific, Latin America and European markets.

MARK L. SCHNEIDER, 44, has been a director of the Company since April 1993.
From December 1996 until December 1999, he also served as Executive Vice
President of the Company. In April 1997, Mr. Schneider also became Chief
Executive Officer of UPC and Chairman of its Board of Management, and in March
1998 he also became Chairman of the Supervisory Board of chello broadband. From
April 1997 to September 1998, he served as President of UPC, and from May 1996
to December 1996, he served as the Chief of Strategic Planning and Operations
Oversight for the Company. Mr. Schneider served as President of the Company from
July 1992 to June 1995, and as Senior Vice President of the Company from May
1989 to July 1992. He also worked as a consultant for UnitedGlobalCom, Inc. from
June 1995 to May 1996. Mr. Schneider is also a director of Advance Display
Technologies, Inc.

CHARLES H. R. BRACKEN, 33, has been the Chief Financial Officer of UPC
since November 1999. Prior to November 1999, Mr. Bracken served as Managing
Director of Strategy, Acquisitions and Corporate Development of UPC from March
1999. Mr. Bracken became a member of UPC's Board of Management in July 1999, and
a member of chello broadband's Supervisory Board in March 1999. From 1994 until
joining UPC, he held a number positions at Goldman Sachs International in
London, most recently as Executive Director, Communications, Media and
Technology. While at Goldman Sachs International, he was responsible for
providing merger and corporate finance advice to a number of communications
companies, including UPC.

SENIOR MANAGEMENT. The following lists other officers who are not executive
officers of the Company but who make significant contributions to the Company
and it subsidiaries.

9
<PAGE>

JAMES CLARK, 45, became Vice President, Regional Operations, on May 1,
1999, where he oversees all operations in Asia/Pacific and Latin America. Mr.
Clark has also served as a Vice President of UAP since August 1999 and of ULA
since June 1999. Prior to his current positions he served as the Regional
Manager for Austar Entertainment Pty Limited, which is a wholly-owned subsidiary
of the Company, from 1997 to May 1999. From January 1996 to 1997, Mr. Clark
served as Satellite Operations Manager at Austar Entertainment Pty Limited where
he was responsible for launching direct broadcast satellite service in rural
Australia. Prior to joining Austar Entertainment Pty Limited, from 1990 to 1995,
Mr. Clark served as Regional Vice President for The Disney Channel where he
managed sales and marketing in eight mid-west states serving over 1,000,000
subscribers.

VALERIE L. COVER, 43, has served as the Controller for the Company since
October 1990 and as a Vice President of the Company since December 1996. Ms.
Cover is responsible for the accounting, financial reporting and information
technology functions of the Company. Prior to joining the Company, she was the
Director of Corporate Accounting at United Artists from May 1989 until October
1990 and Manager of Financial Reporting at United Cable from June 1986 until May
1989.

JOHN C. PORTER, 42, has served as the Chief Executive Officer and a
director of Austar United since June 1999 and served as the Managing Director of
Austar Entertainment Pty Limited, a wholly-owned subsidiary of the Company, from
July 1997 to December 1999. In these positions, Mr. Porter is senior operating
liaison for telecommunications projects in the Asia/Pacific region. From January
1997 to August 1999, he also served as the Chief Operating Officer of UAP. From
1995 until January 1997, Mr. Porter served as the Chief Operating Officer for
Austar Entertainment Pty Limited, where he was responsible for the design and
deployment of such company's multi-channel multi-point distribution
system/satellite/cable television network. Prior to joining Austar Entertainment
Pty Limited, Mr. Porter served as the President of the Ohio Division of Time
Warner, Inc., which had over 250,000 cable customers.

ELLEN P. SPANGLER, 51, has served as Senior Vice President of Business and
Legal Affairs and as Secretary of the Company since December 1996. She also
became a member of the Supervisory Board of UPC in February 1999. Ms. Spangler
is responsible for the legal operations of the Company. Prior to assuming her
current positions, since February 1991, she served as a Vice President of the
Company where her responsibilities included business and legal affairs,
programming and assisting on development projects.

BLAS TOMIC, 50, became the President of VTR GlobalCom S.A. (f/k/a VTR
Hipercable S.A.), a wholly-owned subsidiary of the Company ("VTR"), in April
1999. From 1994 to 1999, Mr. Tomic served as Executive Member of the board of
VTR, Cia. Nacional de Telefonos and Cia. Telefonos de Coyhaique S.A. During 1996
and 1997, Mr. Tomic served as Executive Member of the board of CTC-VTR
Comunicaciones Moviles S.A. Mr. Tomic has also represented the Government of
Chile, Ministry of Finance, in the United States and served as executive
director of, and Chilean representative at, the Inter-American Development Bank.

FREDERICK G. WESTERMAN III, 34, became Chief Financial Officer of the
Company in June 1999. His responsibilities include oversight and planning of the
Company's financial and treasury operations. He also serves as Vice President of
UAP and of ULA. From December 1997 to June 1999, Mr. Westerman served as
Treasurer for EchoStar Communications Corporation where he was responsible for
strategic planning, financial analysis, treasury operations, risk management,
corporate budgeting and institutional investor relations. From June 1993 to
September 1997, Mr. Westerman served as Vice President of Equity Research for
UBS Securities LLC (a subsidiary of Union Bank of Switzerland) where he was
responsible for primary research coverage of cable television and satellite
communications and secondary coverage of media and entertainment.

TINA M. WILDES, 39, has been a director of the Company since November 1999
and the Senior Vice President of Development Oversight and Administration of the
Company since May 1998. She has also served as a member of the Supervisory Board
of UPC since February 1999. In January 2000, she also became a member of the
Supervisory Board of chello broadband. From October 1997 until May 1998, Ms.
Wildes served as Senior Vice President of Programming for the Company. From
December 1993 until October 1997, Ms. Wildes served as a Regional Vice President
of the Company's Latin American region. Prior to that time, from 1988, Ms.
Wildes served as either a director or vice president of development, programming
and/or operations, for several of the Company's European operating entities.

10
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the aggregate annual compensation for the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers for services rendered during the year ended
December 31, 1999, the ten months ended December 31, 1998 and the fiscal year
ended February 28, 1998 ("Fiscal 1999","Fiscal Dec 1998," and "Fiscal Feb 1998",
respectively). In February 1999, the Board of Directors approved a change in the
Company's fiscal year end from the last day in February to December 31,
commencing December 31, 1998. As a result, the information in the table for
Fiscal Dec 1998 reflects only the 10-month period of March 1, 1998 through
December 31, 1998. In addition, the information in this section reflects
compensation received by the named executive officers for all services performed
for the Company and its subsidiaries.

<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long-Term
Annual Compensation Compensation
--------------------------------------- --------------
Other Securities
Annual Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Compensation Options(#)(1) Compensation($)
- --------------------------- ------ -------- ------------ ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Gene W. Schneider 1999 $498,548 $ -- $ -- 2,568,839(2) $ 6,155(3)
Chairman of the Board, President Dec 1998 $375,000 $ -- $ 5,793(4) 762,500(5) $ 4,327(3)
(until 9/98) and Chief Executive Feb 1998 $382,981 $ -- $ -- 125,000(6) $ 5,599(3)
Officer

Michael T. Fries 1999 $332,365 $ -- $ 4,497(7) 6,204,285(8) $ 6,155(9)
President (from 9/98) and Dec 1998 $250,000 $275,000(10) $ 217(7) 725,000(11) $ 4,309(9)
Senior Vice President (until 9/98) Feb 1998 $254,269 $ -- $ 30,824(12) -- $ 5,627(9)

Mark L. Schneider 1999 $415,421 $ -- $113,815(13) 258,419(14) $ 6,140(15)
Executive Vice President (until 12/99) Dec 1998 $301,923 $ -- $112,699(16) 2,925,000(17) $ 5,412(15)
Chief Executive Officer, UPC Feb 1998 $318,750 $ -- $ 86,190(12) -- $ 486(15)

John F. Riordan 1999 $336,599(18) $ 31,008(19) 300,000(20) $25,420(21)
President, UPC (from 6/99) Dec 1998 $251,507(18) $ -- $ 40,000(19) 1,675,000(22) $ --
and Executive Vice President, UPC Feb 1998 $ 48,493(23) $ -- $ -- -- $ --
(until 6/99)

Charles H.R. Bracken 1999 $316,665(24) $ -- $ 13,544(25) 775,000(26) $21,091(27)
Chief Financial Officer,
UPC (from 11/99) and
Managing Director, UPC (from 3/99
to 11/99)
</TABLE>
- ----------------
(1) The number of shares underlying options have been adjusted for (i) the
Company's 2-for-1 stock split on November 30, 1999, (ii) the relinquishment
of options under UAP's phantom stock option plan in exchange for options
under the Austar United Executive Share Option Plan in July 1999, and (iii)
UPC's 3-for-1 stock split on March 20, 2000.
(2) Pursuant to the Company's Employee Stock Option Plan (the "Employee Plan"),
Mr. Schneider was granted options to acquire 290,523 shares of Class A
Common Stock on December 17, 1999. Pursuant to the Austar United Executive
Share Option Plan, Mr. Schneider was granted options to acquire 2,153,316
ordinary shares of Austar United on July 20, 1999. Pursuant to the chello
broadband Phantom Stock Option Plan, Mr. Schneider was granted phantom
options based on 125,000 ordinary shares A of chello broadband on June 11,
1999.
(3) Amounts consist of matching employer contributions made by the Company
under the 401(k) Plan of $4,800, $3,734 and $4,951 for Fiscal 1999, Fiscal
Dec 1998 and Fiscal Feb 1998, respectively, with the remainder consisting
of term life insurance premiums paid by the Company for Mr. Schneider's
benefit.
(4) Represents the value of Mr. Schneider's personal use of the Company's
airplane.

11
<PAGE>

(5) Pursuant to the Employee Plan, Mr. Schneider was granted options to acquire
200,000 shares of Class A Common Stock on October 8, 1998. Pursuant to the
UPC Phantom Stock Option Plan, Mr. Schneider was granted phantom options
based on 562,500 ordinary shares A of UPC on September 24, 1998.
(6) Pursuant to the ULA Stock Option Plan, Mr. Schneider was granted phantom
options based on 125,000 shares of ULA Class A common stock on June 6,
1997.
(7) Represents the value of Mr. Fries' personal use of the Company's airplane.
(8) Pursuant to the Employee Plan, Mr. Fries was granted options to acquire
100,000 shares of Class A Common Stock on December 17, 1999. Pursuant to
the Austar United Executive Share Option Plan, Mr. Fries was granted
options to acquire 6,029,285 ordinary shares of Austar United on July 20,
1999. Pursuant to the chello broadband Phantom Stock Option Plan, Mr. Fries
was granted phantom options based on 75,000 ordinary shares A of chello
broadband on June 11, 1999.
(9) Amounts consist of matching employer contributions made by the Company
under the Company's 401(k) Plan of $4,800, $3,616 and $4,979 for Fiscal
1999, Fiscal Dec 1998 and Fiscal Feb 1998, respectively, with the remainder
consisting of term life insurance premiums paid by the Company for Mr.
Fries' benefit.
(10) Includes a $25,000 moving allowance when Mr. Fries was relocated from the
Company's Australia offices back to its principal office in Denver,
Colorado.
(11) Pursuant to the Employee Plan, Mr. Fries was granted options to acquire
200,000 shares of Class A Common Stock on September 18, 1998. Pursuant to
the UPC Phantom Stock Option Plan, Mr. Fries was granted phantom options
based on 225,000 ordinary shares A of UPC on September 24, 1998. Pursuant
to the ULA Stock Option Plan, Mr. Fries was granted phantom options based
on 300,000 shares of ULA Class A common stock on September 18, 1998.
(12) Represents payments for living expenses, including rent, relating to
foreign assignment.
(13) Includes $4,430, which represents the value of Mr. Schneider's personal use
of the Company's airplane, and includes $109,385, which represents payments
for living expenses, including rent, relating to foreign assignment.
(14) Pursuant to the Employee Plan, Mr. Schneider was granted options to acquire
8,419 shares of Class A Common Stock on December 17, 1999, and pursuant to
the chello broadband Stock Option Plan, Mr. Schneider was granted options
to acquire 250,000 ordinary shares B of chello broadband on March 26, 1999.
(15) Amounts consist of matching employer contributions made by the Company
under the Company's 401(k) Plan of $4,800, $4,800 and $0 for Fiscal 1999,
Fiscal Dec 1998 and Fiscal Feb 1998, respectively, with the remainder
consisting of term life insurance premiums paid by the Company for Mr.
Schneider's benefit.
(16) Includes $723, which represents the value of Mr. Schneider's personal use
of the Company's airplane, and includes $111,976, which represents payments
for living expenses, including rent, relating to foreign assignment.
(17) Pursuant to UPC's Stock Option Plan, Mr. Schneider was granted options to
acquire 2,925,000 ordinary shares A of UPC on September 24, 1998.
(18) For Fiscal Dec 1998, represents monthly consulting fees paid to Mr. Riordan
and for Fiscal 1999 includes consulting fees paid to Mr. Riordan in January
through March 1999. Mr. Riordan became an employee of UPC on April 1, 1999.
(19) Consists of monthly payments for housing allowance provided by UPC.
(20) Pursuant to the chello broadband Stock Option Plan, Mr. Riordan was granted
options to acquire 300,000 ordinary shares B of chello broadband on March
26, 1999.
(21) Includes pension contributions made by UPC for Fiscal 1999.
(22) Pursuant to the Employee Plan, Mr. Riordan was granted options to acquire
100,000 shares of Class A Common Stock on October 8, 1998, and pursuant to
UPC's Stock Option Plan, he was granted options to acquire 1,575,000
ordinary shares A of UPC on September 24, 1998.
(23) Mr. Riordan began providing consulting services to UPC in January 1998.
Accordingly, amount represents only two months of fees for Fiscal Feb 1998.
(24) Mr. Bracken commenced his employment with the Company in March 1999.
Accordingly, the salary information included in the table represents only
ten months of employment during Fiscal 1999.
(25) Consists of car allowance provided by UPC.
(26) Pursuant to the UPC Stock Option Plan, Mr. Bracken was granted options to
acquire 750,000 ordinary shares A of UPC on March 25, 1999, and pursuant to
the chello broadband Phantom Stock Option Plan, Mr. Bracken was granted
phantom options based on 25,000 ordinary shares A of chello broadband on
December 17, 1999.
(27) Includes $19,147 of pension contributions made by UPC for Fiscal 1999, with
the remainder consisting of health, life and disability insurance payments.

12
<PAGE>

The following table sets forth information concerning options granted to
each of the executive officers named in the Summary Compensation Table above
during Fiscal 1999. The table sets forth information concerning options to
purchase shares of Class A Common Stock, ordinary shares A of UPC, ordinary
shares of Austar United and ordinary shares of chello broadband granted to such
officers in Fiscal 1999.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year(1)
---------------------------------------------------------------------------------------------------------

Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term (2)
------------------------------------------------------------- ------------------------------------------
Percentage
of Total
Number of Options
Securities Granted to
Underlying Employees Exercise Market
Options in Fiscal Price Price on Expiration
Name Granted (#)(3) Year ($/Sh) Grant Date Date 0%($) 5%($) 10%($)
- ---- -------------- ---------- --------- ---------- ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gene W. Schneider
Class A Common Stock... 1,766 0.11% $62.288 $56.625 12/17/04 -- $17,628 $51,051
Class A Common Stock... 198,234 12.26% $56.625 $56.625 12/17/09 -- $7,059,342 $17,889,760
Class A Common Stock... 90,523 5.60% $ 5.225 $56.625 12/17/09 $4,652,882 $7,876,511 $12,822,191
Austar United Shares... 2,153,316(4) 8.40% A$1.80(5) A$4.70 07/20/09 A$6,244,616 A$12,609,398 A$22,374,223
chello Shares.......... 125,000(6) 5.10% euro9.07(7) euro9.07(8) 06/11/09 -- euro713,450 euro1,808,022

Michael T. Fries
Class A Common Stock... 100,000 6.18% $56.625 $56.625 12/17/09 -- $3,561,116 $9,024,567
Austar United Shares... 6,029,285 (9) 23.52% A$1.80(5) A$4.70 07/20/09 A$17,484,927 A$35,306,316 A$62,647,826
chello Shares.......... 75,000 (6) 3.06% euro9.07(7) euro9.07(8) 06/11/09 -- euro428,070 euro1,084,813

Mark L. Schneider
Class A Common Stock... 8,419 0.52% $7.015 $56.625 12/17/09 $417,667 $717,477 $1,177,445
chello Shares.......... 250,000 10.20% euro9.07(7) euro9.07(8) 03/26/04 -- euro626,856 euro1,385,187

John F. Riordan
Class A Common Stock... -- -- -- -- -- -- -- --
chello Shares.......... 300,000 12.24% euro9.07(7) euro9.07(8) 03/26/04 -- euro752,226 euro1,662,224

Charles H. R. Bracken --
Class A Common Stock... -- -- -- -- -- -- -- --
UPC Shares............. 750,000 15.48% euro9.67(10) euro10.80 03/25/04 euro847,500 euro3,085,381 euro5,792,631
chello Shares.......... 25,000 (6) 1.02% euro9.07(7) euro85.00(8) 12/17/09 euro1,898,163 euro3,234,597 euro5,284,949
</TABLE>

(1) Except as otherwise noted, all the stock options and phantom options
granted during Fiscal 1999 vest in 48 equal monthly increments following
the date of the grant. Under Dutch law, however, options granted by UPC and
chello broadband vest upon grant subject to repurchase rights reduced by
equal monthly amounts over the next 48 months following the date of grant.
Vesting of the options granted would be accelerated upon a change of
control of the Company as defined in the respective option plans.
(2) The potential gains shown are net of the option exercise price and do not
include the effect of any taxes associated with exercise. The amounts shown
are for the assumed rates of appreciation only, do not constitute
projections of future stock price performance and may not necessarily be
realized. Actual gains, if any, on stock option exercises depend on the
future performance of the underlying securities of the respective options,
continued employment of the optionee through the term of the options and
other factors.
(3) The number of securities underlying options have been adjusted to reflect
the Company's 2-for-1 stock split on November 30, 1999 and UPC's 3-for-1
stock split on March 20, 2000.
(4) Austar United granted accelerated vesting based on the vesting periods of
UAP phantom options that were relinquished in exchange for Austar United
options in 1999. As a result, this option vests from date of grant as
follows: 837,399 shares vested immediately; 717,177 shares vest over 23
months and 598,740 vest over 38 months.
(5) The price per share in U.S. dollars is $1.18 based on the exchange rate of
1.5244 on December 31, 1999.
(6) Upon exercise, chello broadband may pay these phantom options in cash,
shares of Class A Common Stock of the Company or ordinary shares A of UPC
or, if publicly traded, ordinary shares A of chello broadband.
(7) The price per share in U.S. dollars is $9.14 based on the exchange rate of
0.9932 on December 31, 1999.

13
<PAGE>

(8) Market price based on fair market value of chello broadband ordinary shares
as determined by the Supervisory Board of chello broadband at the time of
grant.
(9) Austar United granted accelerated vesting based on the vesting periods of
UAP phantom options that were relinquished in exchange for Austar United
options in 1999. As a result, this option vests from date of grant as
follows: 2,344,726 shares vested immediately; 2,008,085 shares vest over 23
months and 1,676,474 vest over 38 months.
(10) The price per share in U.S. dollars is $9.74 based on the exchange rate of
0.9932 on December 31, 1999.

The following table sets forth information concerning the exercise of
options and concerning unexercised options held by each of the executive
officers named in the Summary Compensation Table above as of the end of Fiscal
1999.
<TABLE>
<CAPTION>

Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
------------------------------------------------------------------------

Number of Securities Value of Unexercised
Shares Acquired Value Underlying Unexercised In-the-Money
on Exercise (#) Realized ($) Options at FY-End (#) (1) Options at FY-End ($) (2)
--------------- ------------ ---------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gene W. Schneider
Class A Common Stock................. -- -- 603,421 391,666 $39,224,077 $15,388,856
UPC Shares (3)....................... -- -- 375,000 187,500 $15,252,165 $ 7,626,082
Austar United Shares................. -- -- 1,072,091 1,081,225 A$4,609,991 A$ 4,649,268
ULA Common Stock (4)................. -- -- 78,125 46,875 $ 359,375 $ 215,625
chello Shares (5).................... -- -- 15,625 109,375 euro1,186,406 euro8,304,844

Michael T. Fries
Class A Common Stock................. -- -- 387,500 242,500 $25,356,094 $10,718,906
UPC Shares (3)....................... -- -- 65,625 159,375 $ 2,653,471 $ 6,444,145
Austar United Shares................. -- -- 3,001,854 3,027,431 A$12,907,972 A$13,017,953
ULA Common Stock (4)................. -- -- 93,750 206,250 $ -- $ --
chello Shares (5).................... -- -- 9,375 65,625 euro711,844 euro4,982,906

Mark L. Schneider
Class A Common Stock................. 100,000 $6,686,278 270,419 30,000 $17,663,181 $ 1,917,500
UPC Shares........................... -- -- 1,950,000 975,000 $79,311,257 $39,655,628
chello Shares........................ -- -- 46,875 203,125 euro3,559,219 euro15,423,281

John F. Riordan
Class A Common Stock................. -- -- 29,166 70,834 $ 1,938,626 $ 4,708,244
UPC Shares........................... -- -- 1,050,000 525,000 $42,706,061 $21,353,031
chello Shares........................ -- -- 56,250 243,750 euro4,271,063 euro18,507,938

Charles H.R. Bracken
Class A Common Stock................. -- -- -- -- -- --
UPC Shares........................... -- -- 140,625 609,375 $ 4,607,880 $19,967,482
chello Shares(5)..................... -- -- -- 25,000 euro -- euro1,898,250
</TABLE>

(1) The number of securities underlying options have been adjusted to reflect
the Company's 2-for-1 stock split on November 30, 1999, the relinquishment
of options under UAP's phantom stock option plan and UPC's 3-for-1 stock
split on March 20, 2000.
(2) The value of the options reported above is based on the following closing
prices: $70.625 per share of Class A Common Stock as reported by NASDAQ;
$42.50 per UPC ordinary A share as reported by NASDAQ; and A$6.10 (US$4.00
based on a 1.5244 conversion rate on December 31, 1999) per Austar United
ordinary share as reported by the Australian Stock Exchange Limited. In
addition, the exercise prices for UPC options have been converted from euro
to U.S. dollars based on a conversion rate of 0.9932 as of December 31,
1999. The value for the phantom options of ULA is based on the fair market
value of $8.86 per share as determined by the Board at or prior to December
31, 1999, and the value for the options of chello broadband is based on the
fair market value of euro85.00 per share (US$90.54 based on a 0.9932
conversion rate on December 31, 1999) as determined by the Supervisory
Board of chello broadband at or prior to December 31, 1999.

<PAGE>

(3) Represents the number of shares underlying phantom stock options, which UPC
may pay in cash or shares of Class A Common Stock of the Company or
ordinary shares A of UPC, at its election upon exercise thereof.
(4) Represents the number of shares underlying phantom stock options, ULA may
pay in cash or shares of Class A Common Stock of the Company or, if
publicly traded, shares of ULA, at its election upon exercise thereof.
(5) Represents the number of shares underlying phantom stock options, which
chello broadband may pay in cash or shares of Class A Common Stock of the
Company or ordinary shares of UPC or, if publicly traded, ordinary shares A
of chello broadband, at its election upon exercise thereof.

EXECUTIVE OFFICER AGREEMENTS

MARK L. SCHNEIDER. On June 1, 1995, the Company entered into a Consulting
Agreement (the "Agreement") with Mark L. Schneider, who until that time had
served as the Company's President. Mr. Schneider's Agreement is for a term
ending on May 31, 2000. Although the Agreement provides that Mr. Schneider will
be available for up to 90 days each calendar year to serve as a consultant, Mr.
Schneider and the Company have agreed that Mr. Schneider will work full time as
Chief Executive Officer of UPC. Until December 1, 1997, Mr. Schneider received
an annual fee of $300,000, thereafter the Company increased such fee to $375,000
and in April 1999 the Company increased the annual fee to $431,200. In addition,
Mr. Schneider receives insurance and other perquisites that are available to him
in his capacity as a Chief Executive Officer of UPC or that are otherwise made
available to top executives of the Company.

All of Mr. Schneider's stock options then unvested became vested as of the
date of the Agreement. He will be entitled to receive additional stock options
during the consulting period, in an amount to be determined by the Board upon
the recommendation of the Chairman of the Company, but shall be entitled to
receive at least options to purchase a number of shares of the Company equal to
90% of the average number of shares provided in options granted to the Chairman,
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and
any Executive Vice President.

The Agreement is terminable by the Company or by Mr. Schneider. If it is
terminated by Mr. Schneider, benefits will terminate as of the date of
termination. If Mr. Schneider is terminated by the Company, or dies prior to the
end of the term of the Agreement, he or his personal representative shall
receive all payments due under the Agreement through its term.

Mr. Schneider has agreed that he will not enter into certain businesses
that would be competitive with the Company. This Agreement provides for
indemnification of Mr. Schneider by the Company to the full extent permitted by
its Certificate of Incorporation or Bylaws, any standard indemnity agreement
between the Company and its officers and directors or by applicable law. Mr.
Schneider and the Company have executed mutual releases.

CHARLES H.R. BRACKEN. On March 5, 1999, UPC entered into an Executive
Service Agreement with Charles H.R. Bracken in connection with Mr. Bracken
becoming the Managing Director of Development, Strategy and Acquisitions of UPC.
Subsequently, Mr. Bracken became a member of the UPC Board of Management and
Chief Financial Officer for UPC. Mr. Bracken's Executive Service Agreement is
for a term expiring March 5, 2003. Under the Executive Service Agreement, Mr.
Bracken's initial base salary is (pound)250,000 per year. Such salary is subject
to periodic adjustments. In addition to his salary, Mr. Bracken received UPC
options for 750,000 ordinary shares A (adjusted for UPC's 3-for-1 stock split)
and participation in a pension plan. In addition to his salary, UPC provides a
car to Mr. Bracken for his use valued at (pound)8,400 per year.

The Executive Service Agreement may be terminated for cause by UPC. Also,
UPC may suspend Mr. Bracken's employment for any reason. If his employment is
suspended, Mr. Bracken will be entitled to receive the balance of payments due
under the Executive Service Agreement until such Agreement is terminated. In the
event Mr. Bracken becomes incapacitated, by reason of injury or ill-health for
an aggregate of 130 working days or more in any 12-month period, UPC may
discontinue future payments under the Executive Service Agreement, in whole or
in part, until such incapacitation ceases.

STOCK OPTION PLANS

EMPLOYEE PLAN. On June 1, 1993, the Board of Directors adopted the
Company's Employee Plan. The stockholders of the Company approved and ratified
the Plan which is effective as of June 1, 1993. The Employee Plan provides for
the grant of options to purchase shares of Class A Common Stock to the Company's
employees and consultants who are selected for participation in the Employee
Plan. The Employee Plan is construed, interpreted and administered by the
Committee. The Committee has discretion to determine the employees and
consultants to whom options are granted, the number of shares subject to the
options, the exercise price of the options (which may be below fair market value

15
<PAGE>

of the Class A Common Stock on the date of grant), the period over which the
options become exercisable, the term of the options (including the period after
termination of employment during which an option may be exercised), and certain
other provisions relating to the options.

Under the Employee Plan, options to purchase up to 9,200,000 shares of the
Class A Common Stock may be granted to employees and consultants by the
Committee. Members of the Company's Board of Directors who are not employees are
not eligible to receive option grants under the Employee Plan. The maximum term
of options granted under the Employee Plan is ten years (five years in the case
of an incentive option granted to an employee who owns Common Stock having more
than 10% of the voting power). Options granted may be either incentive stock
options under the Internal Revenue Code of 1986, as amended (the "Code"), or
non-qualified stock options. Vesting of options is accelerated upon a "change of
control" of the Company. A "change in control" occurs if (i) 30% or more of the
Company's voting stock is acquired by persons or entities without the approval
of the majority of the Board unrelated to the acquirer, or (ii) individuals who
are members of the Board at the beginning of the 24-month period cease to make
up at least two-thirds of the Board at any time during that period unless the
election of new members was approved by the majority of the Board in office
immediately prior to the 24-month period and of new members who are so approved.

At December 31, 1999, the Committee has granted to the Company's executive
officers and other employees options under the Employee Plan to purchase an
aggregate of 9,631,692 shares of Class A Common Stock at exercise prices ranging
from $2.2500 to $62.2875 per share, however, incentive options must be at least
equal to fair market value of the Class A Common Stock on the date of grant (at
least equal to 110% of fair market value in the case of an incentive option
granted to an employee who owns common stock having more than 10% of the voting
power). Of the options granted, 2,158,834 have been cancelled and 1,727,142
shares are available for future grants. In general, the options granted vest in
48 equal monthly installments following the date of grant. The number of shares
reserved for issuance under the Employee Plan is subject to adjustments on
account of stock splits, stock dividends, recapitalizations and other dilutive
changes in the Class A Common Stock. Options covering no more than 500,000
shares of Class A Common Stock may be granted to a single participant during any
calendar year.

The Board may amend the Employee Plan in any respect at any time, but no
amendment can impair any employee options previously granted or deprive an
option holder of any Class A Common Stock acquired without the option holder's
prior consent. The Employee Plan will terminate on June 1, 2003, unless sooner
terminated by the Board.

UPC STOCK OPTION PLAN. UPC adopted a Stock Option Plan on June 13, 1996, as
amended (the "UPC Plan"). Under the UPC Plan, UPC's Supervisory Board may grant
stock options to UPC employees. There are options for approximately 10.9 million
total ordinary shares A outstanding under the UPC Plan. UPC may from time to
time increase the number of shares available for grant under the UPC Plan.
Options under the UPC Plan are granted at fair market value at the time of the
grant unless determined otherwise by UPC's Supervisory Board. The ordinary
shares A available under the UPC Plan are held by Stichting Administratiekantoor
UPC, a stock option foundation, which administers the UPC Plan. Each option
represents the right to acquire from the foundation a certificate representing
the economic value of one share.

All options are exercisable upon grant and for the next five years. In
order to introduce the element of "vesting" of the options, the UPC Plan
provides that the options are subject to repurchase rights reduced by equal
monthly amounts over a "vesting" period of 36 months for options granted in 1996
and 48 months for all other options. If the employee's employment terminates
other than in the case of death, disability or the like, all unvested options
previously exercised must be resold to the foundation at the original purchase
price and all vested options must be exercised within 30 days of the termination
date.

UPC PHANTOM STOCK OPTION PLAN. Effective March 20, 1998, UPC adopted a
Phantom Stock Option Plan (the "UPC Phantom Plan"). Under the UPC Phantom Plan,
UPC's Supervisory Board may grant employees the right to receive an amount in
cash or stock, at UPC's option, equal to the difference between the fair market
value of the ordinary shares A and the stated grant price for a specified number
of phantom options. Through December 31, 1999, options based on approximately
4.1 million ordinary shares A remained outstanding. The phantom options have a
four-year vesting period and vest 1/48th each month. The phantom options may be
exercised during the period specified in the option certificate, but in no event
later than ten years following the date of the grant. Upon exercise of the
phantom options, UPC may elect to issue such number of ordinary shares A or
shares of Class A Common Stock as is equal to the value of the cash difference
in lieu of paying the cash.

CHELLO BROADBAND FOUNDATION STOCK OPTION PLAN. chello broadband adopted its
Foundation Stock Option Plan June 23, 1999 ("the chello Plan"). Under the chello

16
<PAGE>
Plan, chello broadband's Supervisory Board may grant stock options to employees
subject to approval of chello broadband's priority shareholders. To date chello
broadband has granted options for 550,000 ordinary shares B under its Plan.
Options under the chello Plan are granted at fair market value at the time of
grant unless determined otherwise by its Supervisory Board. All the shares
underlying the chello Plan are held by Stichting Administratiekantoor chello
broadband, a stock option foundation, which administers the chello Plan. Each
option represents the right to acquire from the foundation a certificate
representing the economic value of one share.

All options are exercisable upon grant and for the next five years. In
order to introduce the element of "vesting" of the options, the chello Plan
provides that the options are subject to repurchase rights reduced by equal
monthly amounts over a "vesting" period of 48 months following the date of
grant. If the employee's employment terminates other than in the case of death,
disability or the like, all unvested options previously exercised must be resold
to the foundation at the original purchase price and all vested options must be
exercised within 30 days of the termination date.

CHELLO BROADBAND PHANTOM STOCK OPTION PLAN. Effective June 19, 1998, chello
broadband adopted its Phantom Stock Option Plan (the "chello Phantom Plan"). The
chello Phantom Plan is administered by its Supervisory Board. The phantom
options have a four-year vesting period and vest 1/48th each month and may be
exercised during the period specified in the option certificate. All options
must be exercised within 90 days after the end of employment. If such employment
continues, all options must be exercised not more than ten years following the
effective date of grant. The chello Phantom Plan gives the employee the right to
receive payment equal to the difference between the fair market value of a share
and the exercise price for the portion of the rights vested. chello broadband,
at its sole discretion, may make the required payment in cash, freely tradable
shares of Class A Common Stock or UPC ordinary shares A, or, if chello
broadband's shares are publicly traded, its freely tradable ordinary shares A.
At December 31, 1999, options representing approximately 2.3 million phantom
shares remained outstanding.

AUSTAR UNITED EXECUTIVE SHARE PLAN. Under the Austar United Executive Share
Plan (the "Austar Plan"), the Board of Austar United may grant options to
purchase ordinary shares of Austar United to its employees. Under the Austar
Plan, options to purchase up to 28,760,709 ordinary shares may be granted by
Austar United. Terms of the options granted are within the discretion of the
Austar United Board but in general have a four-year vesting period and vest
1/48th each month. The exercise price thereof is the fair market value on the
date of grant unless otherwise determined by such Board. If the employee's
employment terminates other than in the case of death, disability or the like,
all unvested options lapse and all vested options must be exercised within 90
days of the termination date.

UNITED LATIN AMERICA STOCK OPTION PLAN. Effective June 6, 1997, ULA adopted
a stock option plan for its employees (the "ULA Plan"). The ULA Plan permits
grants of phantom stock options and incentive stock options. To date, only
phantom stock options have been granted. The ULA Plan is administered by the
Company's Board. The number of shares available for grant under the ULA Plan are
1,631,000. Phantom options may be granted for a term of up to ten years and have
a four-year vesting period and vest 1/48th each month. Upon exercise and at the
sole discretion of ULA, the options may be awarded in cash or in shares of Class
A Common Stock, or, if publicly traded, shares of ULA stock. If the employee's
employment terminates other than in the case of death, disability or the like,
all unvested options lapse and all vested options must be exercised within 90
days of the termination date.

COMPENSATION OF DIRECTORS

The Company compensates its outside directors at $500 per month and $1,000
per board and committee meeting ($500 for certain telephonic meetings) attended.
Directors who are also employees of the Company receive no additional
compensation for serving as directors. The Company reimburses all of its
directors for travel and out-of-pocket expenses in connection with their
attendance at meetings of the Board. In addition, under the Stock Option Plan
for Non-Employee Directors effective June 1, 1993 (the "1993 Plan"), each
non-employee director received options for 20,000 shares of Class A Common Stock
upon the effective date of the 1993 Plan or upon election to the Board, as the
case may be. Options for an aggregate of 960,000 shares of Class A Common Stock
may be granted under the 1993 Plan. As of March 31, 2000, under the 1993 Plan,
the Company has granted options for an aggregate of 820,000 shares of Class A
Common Stock, adjusted for the Company's stock splits in 1994 and in 1999. In
addition, options for 171,667 shares have been cancelled, and 311,667 are
available for future grants. Options granted under the 1993 Plan vest 25% on the
first anniversary of the respective dates of grant and then evenly over the next
36-month period. Such vesting is accelerated upon a "change of control" of the
Company.

The non-employee directors also participate in the Company's Stock Option
Plan for Non-Employee Directors Plan effective March 20, 1998 (the "1998 Plan"),

17
<PAGE>

pursuant to which each non-employee director, except Messrs. Cole, Malone and
Vigil, has been granted options to acquire 30,000 shares of Class A Common Stock
at the fair market value of the shares at the time of the grant. Messrs. Cole
and Malone have each been granted options for 70,000 shares of Class A Common
Stock under the 1998 Plan. Such options have also been granted at the fair
market value of the shares at the time of grant. Additional participation in the
1998 Plan is at the discretion of the Board. Options for an aggregate of
1,000,000 shares of Class A Common Stock may be granted under the 1998 Plan. At
March 31, 2000, options for an aggregate of 360,000 shares of Class A Common
Stock had been granted, adjusted for the two-for-one stock split in November
1999. In addition, options for 97,500 shares have been cancelled, and 737,500
shares are available for future grants. All options under the 1998 Plan vest in
48 equal monthly installments commencing the respective dates of grant.

There are no other arrangements whereby any of the Company's directors
received compensation for services as a director during Fiscal 1999 in addition
to or in lieu of that specified by the aforementioned standard arrangement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Board in April 1993 established the Compensation Committee
composed of members of the Board who are not employees of the Company. In June
1997, the Board passed a resolution appointing all outside directors of the
Company to be members of the Committee. During Fiscal 1999, the Committee
consisted of Messrs. Carollo, Cole, Lawrence F. DeGeorge (until October 1999),
Lawrence J. DeGeorge, Malone (upon his November 1999 appointment), Antony
Ressler (until October 1999), Rochelle and Bruce Spector (until October 1999).
Each of such Committee members is not and has not been an officer of the Company
or any of its subsidiaries. None of the executive officers of the Company has
served as a director or member of a compensation committee of another company
that had an executive officer also serving as a director or member of the
Committee of the Company.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The Company's Second Restated Certificate of Incorporation eliminates the
personal liability of its directors to the Company and its stockholders for
monetary damages for breach of the directors' fiduciary duties in certain
circumstances. The Company's Second Restated Certificate of Incorporation and
Bylaws provide that the Company shall indemnify its officers and directors to
the fullest extent permitted by law. The Company believes that such
indemnification covers at least negligence and gross negligence on the part of
indemnified parties.

During the past five years, neither the above named executive officers nor
any director of the Company has had any involvement in such legal proceedings as
would be material to an evaluation of his ability or integrity.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's directors and certain of its officers, and persons holding more than
ten percent of the Company's Class A Common Stock are required to file forms
reporting their beneficial ownership of the Company's Class A Common Stock and
subsequent changes in that ownership with the Securities and Exchange
Commission. Such persons are also required to furnish the Company with copies of
all forms so filed.

Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5, and amendments thereto furnished to the Company, the Company believes that
during the fiscal year ended December 31, 1999, its officers, directors and
greater than ten percent beneficial owners complied on a timely basis with all
Section 16(a) filing requirements, except Frederick G. Westerman III filed his
Form 3 late. Also, Richard Schneider filed one Form 4 late reporting a
disposition of shares. Richard Schneider may be deemed a greater than ten
percent beneficial owner of the Company as a result of being a party to the
Stockholders' Agreement. He, however, disclaims beneficial ownership of the
Company securities held by other parties to the Stockholders' Agreement.
Although timely filed, the Form 5 for the year ended December 31, 1999, filed by
Mark L. Schneider included an amendment to a Form 4, which was filed timely,
covering a disposition of shares in payment of taxes not reported in said Form
4.

18
<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

THE COMPENSATION COMMITTEE REPORT SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT THE
COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT
OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

COMPENSATION PHILOSOPHY

The Compensation Committee of the Board of Directors is responsible for
structuring and implementing the Company's executive compensation program and
for reviewing compensation paid to certain key management personnel. The
Committee also administers the Employee Plan.

The Company's compensation philosophy is based on the belief that the
principal component of total executive compensation should be linked to
stockholder return on investment as reflected in the appreciation in the price
of the Company's Common Stock. In applying this philosophy, the Committee has
implemented a compensation policy that seeks to attract and retain superior
executives and to align the financial interests of the Company's senior
executives with those of its stockholders. The Company attempts to realize these
goals by providing a reasonable base salary to its executive officers and senior
management while emphasizing the grant of equity-based incentives commensurate
with their performance and level of responsibility. Given the nature of the
Company's business and its stage of development, any assessment of an
executive's performance tends to be very subjective. The Company does not
generally pay cash bonuses to its executive officers.

BASE SALARY

The Committee believes base salary levels of its executive officers should
be reasonable but not excessive. The Committee reviews and determines the base
salaries for the Company's executive officers and other senior management every
12 to 16 months. A recommendation for specific base salaries for all executive
officers is submitted to the Committee by the Company's Chief Executive Officer
and Chairman for approval. The recommendation is based largely on the subjective
assessment of the executives' experience, performance, level of responsibility
and length of service with the Company, but also reflects the base salary paid
to executives and other senior management recently hired by the Company relative
to the salary of those whose compensation is being reviewed.

The Chief Executive Officer and Chairman explains the factors on which the
recommendation is based, discusses the responsibilities and performance of the
persons whose compensation is being reviewed and responds to inquiries from the
Committee. During the year ended December 31, 1999, the Committee undertook a
review of the compensation paid to its named executive officers and other key
management as a result of realignment of responsibilities and the Company's
significant growth. Based on such review and the recommendation of the Chief
Executive Officer and Chairman, the Committee then established new salary levels
for certain of its named executive officers. The Committee believes such new
salary levels reflect the responsibilities of such officers and are necessary to
retain such officers based on the salaries paid to officers in comparable
positions in telecommunications companies.

EQUITY-BASED INCENTIVES

To make its overall compensation package for executive officers and other
senior management competitive with other companies in the telecommunications
industry, the Company emphasizes equity-based incentives rather than salary and
bonuses. The Board believes that reliance upon such incentives is appropriate
because they foster a long-term commitment to the Company and encourage
employees to seek to improve the long-term appreciation in the market price of
the Company's Class A Common Stock. Equity-based incentives are provided to the
Company's executives and key employees through the Employee Plan. In general,
executive officers and other employees are eligible for grants of stock options
upon their employment by the Company. Options are typically granted at the fair
market value of the Class A Common Stock on the date of grant and options
typically vest over a period of four years. During the year ended December 31,
1999, the Committee granted stock options for an aggregate of 398,942 shares of
Class A Common Stock to three of the named executive officers, including the
Chief Executive Officer, granted stock options for an aggregate of 750,000 UPC
ordinary shares A to one named executive officer, and granted stock options for
an aggregate of 8,182,601 Austar United ordinary shares to two of the named
executive officers, including the Chief Executive Officer. In addition, the
Committee granted chello broadband options for an aggregate of 550,000 chello

19
<PAGE>

broadband ordinary shares B to two of the named executive officers, and phantom
options based on an aggregate of 200,000 chello broadband ordinary shares A to
two of the named executive officers, including the Chief Executive Officer.

Also in 1999, the Committee learned that, through an administrative
oversight, the option price and the option term for incentive stock options
previously granted to the Chief Executive Officer and a named executive officer
were not adjusted as required by the terms of the Employee Plan and applicable
law for incentive stock options granted to holders of more than 10% of the
Company's stock. The Employee Plan and applicable law provide that incentive
stock options granted to more than 10% stockholders must have an option price
equal to 110% of the Class A Common Stock's fair market value on the date of
grant and a maximum term of five years. Certain of the options intended to be
incentive stock options were still within the five year term and the Committee
reformed those options by increasing the option price and providing for a five
year term to effect the original intent of the Committee. The incentive stock
options that were granted in 1993 had, when reformed, however, passed the five
year limit. On December 17, 1999, the Committee granted non-qualified stock
options to the Chief Executive Officer and the named executive officer with an
exercise price equal to 110% of the original option price (but below fair market
value on the date of grant) to replace the economic value of the incentive stock
options that upon being reformed expired and to implement the Committee's
original intent.

In 1999, the Company cancelled the UAP stock option plan. Holders of
options, including the named executive officers, under the UAP stock option plan
were offered options under the Austar United Executive Stock Option Plan on the
condition that such holders relinquish all rights and interests in the UAP
options. The options granted for Austar United ordinary shares to holders
accepting such offer were granted to such holders, including some of the named
executive officers, in direct proportion to their previous holding of UAP
options under the UAP stock option plan along with retroactive vesting through
date of grant of the Austar United options.

The Committee believes such grants are in the best interest of the Company
and are consistent with its philosophy of providing equity-based incentives to
retain talented management and to encourage such management to improve the
long-term appreciation of the Company's Class A Common Stock. The Committee
based its grants for the year ended December 31, 1999, in part, upon the level
of the executive or other key employees' responsibilities and contributions they
have made to the Company's financial and strategic objectives.

FISCAL 1999 COMPENSATION FOR CHIEF EXECUTIVE OFFICER

The executive compensation policy described above is applied in
establishing the base salary for the Company's Chief Executive Officer. As a
result of the Company's growth during 1998 and 1999, the Committee adjusted the
base salary of the Chief Executive Officer from $450,000 to $517,500 effective
April 1, 1999. The Committee continues to believe such salary is reasonable
based on the recent growth of the Company. Such salary is also intended to be at
a level slightly higher than that of the other most highly compensated executive
officers of the Company. The base salary bears no specific relationship to the
Company's performance during the year ended December 31, 1999. For the reasons
stated above under "Equity-Based Incentives", in 1999 the Committee granted the
Chief Executive Officer options for 290,523 shares of Class A Common Stock, an
option for 2,153,316 shares of Austar United and a phantom option based on
125,000 chello broadband ordinary shares A.

20
<PAGE>

OTHER MATTERS

Under Section 162(m) of the Code, the Company may be limited as to federal
income tax deductions to the extent that total annual compensation in excess of
$1,000,000 is paid to the Chief Executive Officer of the Company or any one of
the other four highest paid executive officers who were employed by the Company
on the last day of the taxable year. However, certain "performance-based
compensation", the material terms of which are disclosed to and approved by the
Company's stockholders, is not subject to this limitation on deductibility. The
Company has structured the Employee Plan with the intention that compensation
resulting therefrom would be qualified performance-based compensation and would
be deductible without regard to the limitations otherwise imposed by Section
162(m) of the Code.

COMPENSATION COMMITTEE (1)

Albert M. Carollo

John P. Cole

Lawrence J. DeGeorge

John Malone (2)

Curtis W. Rochelle

(1) Mr. Vigil joined the Committee after Fiscal 1999.
(2) Joined the Committee in November 1999

STOCKHOLDER RETURN PERFORMANCE GRAPH

THE STOCK PRICE PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT THE
COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT
OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

The following graph compares the cumulative total stockholder return
(assuming reinvestment of dividends) on the Company's Class A Common Stock with
the NASDAQ Composite Index (U.S.) and a peer group of companies based on the
NASDAQ Telecommunications Stocks Index (the "NASDAQ Telecom"). The graph assumes
that the value of the investment in the Company's Class A Common Stock and each
index was $100 on February 28, 1994. The Company has not paid any cash dividends
on its Class A Common Stock and does not expect to pay dividends for the
foreseeable future. The stockholder return performance graph below is not
necessarily indicative of future performance.

Value of $100 invested on 2/28/94

[GRAPH OMITTED]

21
<PAGE>
<TABLE>
<CAPTION>

Analysis
2/28/94 2/28/95 2/29/96 2/28/97 2/28/98 12/31/98 12/31/99
------- ------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
UnitedGlobalCom, Inc. $100.00 $ 95.45 $102.27 $ 62.12 $ 88.26 $116.67 $856.06
NASDAQ Telecom $100.00 $ 91.64 $120.81 $116.77 $199.69 $283.08 $492.96
NASDAQ Composite (US) $100.00 $101.36 $141.26 $168.54 $230.38 $287.63 $519.64
</TABLE>

CERTAIN TRANSACTIONS

THE STOCKHOLDERS' AGREEMENt

The Company and certain founding shareholders of the Company (collectively,
the "Founders"), Apollo Cable Partners L.P. ("Apollo") and certain Permitted
Transferees are parties to the Stockholders' Agreement dated April 13, 1993 (the
"Stockholders' Agreement"). The Stockholders' Agreement provides for the
election of directors by such parties of three persons nominated to be directors
by Apollo and nine persons nominated to be directors by the Founders. The number
of persons Apollo and the Founders are entitled to nominate for election as
directors is subject to reduction for each group if the percentage of the
Company's voting securities beneficially owned by it is reduced below certain
levels determined without regard to shares transferred in the Apollo Transaction
is consummated. These director nomination rights expire on April 12, 2003,
unless earlier terminated.

In 1999, Apollo, Lawrence F. DeGeorge (a former director of the Company)
and Lawrence J. DeGeorge (a current director of the Company) sold all their
shares of Class B Common Stock, an aggregate of 9,859,336 shares, to Liberty. As
a consequence of such sale, those persons are no longer bound by the
Stockholders' Agreement. Pursuant to the terms of the Stockholders' Agreement,
Liberty succeeded to certain rights and obligations of Apollo under the
Stockholders' Agreement upon the closing of such transaction. The Stockholders'
Agreement is to be replaced by a new agreement when the provisions of the Term
Sheet (defined below) are fully implemented. See "--Liberty Term Sheet" below.

The Stockholders' Agreement provides that shares of Class B Common Stock
held by the parties thereto will be converted to shares of Class A Common Stock
upon any transfer of the Class B Common Stock unless the transferee becomes a
party to the Stockholders' Agreement. The Stockholders' Agreement also provides
that the parties thereto are obligated to offer any of the Company's equity
securities or their equivalents to the Company prior to their transfer to
persons other than a party to the Stockholders' Agreement and their respective
affiliates and that the Founders are obligated to permit Liberty, as successor
to Apollo, to participate on a pro-rata basis in any sale of Class B Common
Stock by the Founders that would result in a change of control of the Company.
Partners of the Partnership who are affiliates of the Company have been granted
registration rights for the Company's common stock held by them.

LIBERTY TERM SHEET

In 1999, Liberty purchased an aggregate of 9,859,336 shares of Class B
Common Stock from Apollo, Lawrence F. DeGeorge and Lawrence J. DeGeorge. In
connection with such transaction, Liberty entered into a Term Sheet with the
Company and UPC concerning the Company's securities and other matters (the "Term
Sheet"). Pursuant to the Term Sheet, Liberty and UPC agreed to form a 50/50
joint venture or similar arrangement to own the Company's securities and to
evaluate content and distribution opportunities in Europe. UPC will contribute
5,569,240 shares of Class A Common Stock and Liberty will contribute 9,859,336
shares of Class B Common Stock to the venture. Liberty has announced that it
expects to assign 50% of its interest in the venture to Microsoft. In addition
to its interest in the venture, Liberty is entitled to receive an approximately
$287.0 million redeemable preferred interest in the venture to balance out the
parties' ownership interests. Formation of the new venture is still pending.

The Issuer's Board of Directors currently consists of eleven members, nine
of whom may be deemed to have been nominated by the Founders and two of whom
have been elected at the request of Liberty and Microsoft. Upon full
implementation of the Term Sheet, it is anticipated that the Founders will
nominate eight members and each of the parties to the venture will each nominate
one member of the Board. Also, the parties to the venture will enter into a new
Stockholders' Agreement with the Company and the Founders and into a Standstill
Agreement with the Company and the Founders.

22
<PAGE>

RIORDAN TRANSACTIONS

In November 1998, Riordan Communications Limited ("RCL"), a company
controlled by a discretionary trust for the benefit of certain family members of
John Riordan, a director and named executive officer of the Company, acquired
769,062 shares of Class A Common Stock. In March 1999, RCL and the Company
entered into a Registration Rights Agreement, which provides, among other
things, that upon request of RCL, the Company will register under the Securities
Act of 1933, as amended, at least 50% of the 769,062 shares of Class A Common
Stock acquired by RCL in accordance with RCL's intended method of disposition
thereof. RCL has the right to request two such registrations. The Company has
agreed to pay all registration expenses (other than underwriting discounts and
commissions) in connection with such registrations. The Registration Rights
Agreement will terminate when all such shares of Class A Common Stock acquired
by RCL can be sold in any 90-day period pursuant to Rule 144 of said Act.

In addition, chello broadband has agreed to loan to John Riordan up to
approximately euro85,000 in connection with the grant of his stock options for
chello broadband ordinary shares B. The proceeds of the loan will enable Mr.
Riordan to pay the tax on such grant. This will be a recourse loan, which bears
no interest. Execution of this loan is still pending.

M. SCHNEIDER TRANSACTIONS

In September 1999, the Company loaned to Mark L. Schneider, a director and
named executive officer of the Company, $723,356.37 in connection with the
purchase of his home. The loan bears interest at 15% per annum and is payable
monthly. During 1999, Mr. Schneider paid $36,681 in interest on the loan. The
loan is secured by all vested options Mr. Schneider holds in the Company and its
affiliates and by a right to a second mortgage on his home. Payment of the loan
is due upon the earlier of the sale of the home or the date Mr. Schneider is no
longer employed by the Company, UPC or any affiliate. If Mr. Schneider defaults
on the loan, the Company has a power of attorney that allows it to exercise the
relevant number of stock options and sell the shares in satisfaction of Mr.
Schneider's obligation and the Company can also execute a second mortgage.

On August 5, 1999, chello broadband loaned Mark L. Schneider approximately
euro2.3 million to enable Mr. Schneider to acquire certificates evidencing the
economic value of the chello broadband stock options to acquire ordinary shares
B granted to Mr. Schneider in 1999. This recourse loan bears no interest.
Interest, however, is imputed and the tax payable on the imputed interest is
added to the principal amount of the loan. This loan is payable upon exercise or
expiration of the options. With the exception of these loans and the proposed
loan to John Riordan described above, neither the Company nor any of its
subsidiaries have made any other loans to any other members of the Board or the
named executive officers.

STOCKHOLDER PROPOSALS

Any proposal by a stockholder intended to be presented at the 2001 annual
meeting of stockholders must be received by the Company on or before February
27, 2001, to be considered for inclusion in the proxy materials of the Company
relating to such meeting.

OTHER BUSINESS

It is not anticipated that any other matters will be brought before the
Meeting for action; however, if any such other matters shall properly come
before the Meeting, it is intended that the persons authorized under proxies
may, in the absence of instructions to the contrary, vote or act thereon in
accordance with their best judgment.

BY THE ORDER OF THE BOARD OF DIRECTORS

/s/ Ellen P. Spangler
Ellen P. Spangler
Senior Vice President
Business and Legal Affairs,
and Secretary

Denver, Colorado
April 28, 2000

23
<PAGE>

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

UNITEDGLOBALCOM, INC.
CLASS A COMMON STOCK
Proxy for Annual Meeting of Stockholders to be held on June 27, 2000

The undersigned hereby appoints Gene W. Schneider, Michael T. Fries and
Ellen P. Spangler or any one of them, with full power of substitution, as a
proxy or proxies to represent the undersigned at the Annual Meeting (the
"Meeting") of Stockholders of UNITEDGLOBALCOM, INC. (the "Company") to be held
on June 27, 2000, and at any adjournments or postponements thereof, and to vote
thereat all the shares of Class A Common Stock of the Company held of record by
the undersigned at the close of business on April 28, 2000, with all the power
that the undersigned would possess if personally present, as designated on the
reverse side.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE
LISTED NOMINEES AND THE APPROVAL OF PROPOSAL 2. IF NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED PURSUANT TO THE BOARD OF DIRECTORS RECOMMENDATIONS.

This proxy revokes all proxies with respect to the Meeting and may be
revoked prior to exercise. Receipt of the Notice of Annual Meeting and the Proxy
Statement relating to the Meeting is hereby acknowledged.

(Continued and to be signed on other side)

<PAGE>
Please mark [X]
your votes
as this

CLASS A COMMON STOCK

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted For the Proposals stated below.

1. Election of Directors

FOR all WITHHOLD AUTHORITY Nominees: Albert M. Carollo, Lawrence J.
Nominees to vote for all nominees DeGeorge, Michael T. Fries, John C.
listed to listed to the right Malone, Mark L. Schneider, Henry P.
the right Vigil, Tina M. Wildes

[ ] [ ] (Instructions: To withhold authority
for any individual nominee, strike a
line through the nominee's name
listed above. Your shares will be cast
FOR the other nominees.)

In their discretion, the named proxies
may vote on such other business as may
properly come before the Annual
Meeting or any adjournments or
postponements thereof.

PROPOSAL NO 2: Ratification of the FOR AGAINST ABSTAIN
appointment of Arthur Andersen LLP
as independent public accountants [ ] [ ] [ ]
to audit the financial statements of
the Company for fiscal year ending
December 31, 2000.

PLEASE SIGN, AND DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS,
MERELY SIGN BELOW, NO BOXES NEED TO BE CHECKED.

Signature(s)
--------------------------------------------------------------------
Date:
----------------------------

Please sign exactly as name appears above. When shares are held jointly, each
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

. FOLD AND DETACH HERE .

<PAGE>

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

UNITEDGLOBALCOM, INC.
CLASS B COMMON STOCK
Proxy for Annual Meeting of Stockholders to be held on June 27, 2000

The undersigned hereby appoints Gene W. Schneider, Michael T. Fries and
Ellen P. Spangler or any one of them, with full power of substitution, as a
proxy or proxies to represent the undersigned at the Annual Meeting (the
"Meeting") of Stockholders of UNITEDGLOBALCOM, INC. (the "Company") to be held
on June 27, 2000, and at any adjournments or postponements thereof, and to vote
thereat all the shares of Class B Common Stock of the Company held of record by
the undersigned at the close of business on April 28, 2000, with all the power
that the undersigned would possess if personally present, as designated on the
reverse side.

(Continued and to be signed on other side)

<PAGE>
Please mark [X]
your votes
as this

CLASS B COMMON STOCK

This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted For the Proposals stated below.

1. Election of Directors

[ ] [ ] (Instructions: To withhold authority
for any individual nominee, strike a
line through the nominee's name
listed above. Your shares will be cast
FOR the other nominees.)

In their discretion, the named proxies
may vote on such other business as may
properly come before the Annual
Meeting or any adjournments or
postponements thereof.

Signature(s)
--------------------------------------------------------------------
Date:
----------------------------

. FOLD AND DETACH HERE .