The Preferred Stock (summarized below) will carry no dividend and will be convertible into approximately 54.1 million common shares of United, representing an effective issue price of$25.87 per common share.

The purchase of the Preferred Stock by Liberty will occur in two stages.

Liberty will purchase $1.0 billion of Preferred Stock (convertible into

approximately 38.6 million United shares) upon receipt of certain regulatory

approvals, which are expected in the next 30 days. The remaining $400 million

of Preferred Stock (convertible into approximately 15.5 million United shares)

will be purchased at the time United completes the acquisition of Liberty’s

Latin American assets, as set out in the June 25, 2000 agreement between the

parties. The parties expect that to occur in the second quarter of 2001.

Liberty’s agreement to purchase the Preferred Stock represents an

amendment to the June 25, 2000 agreement between the parties, whereby

Liberty was to receive 54.1 million shares of United class B common

stock in exchange for transferring to United its approximately

724 million ordinary shares in Telewest Communications Plc

(LN: TWT; NASDAQ ADRs (10:1): TWSTY). Under the modified agreement,

Liberty will retain ownership of its interest in Telewest.

In addition, United has committed to fully subscribe to a 1.0 billion

euros (US$910 million) rights offering to shareholders of its European

subsidiary, United Pan-Europe Communications, N.V. (UPC), which was

separately announced by UPC today. The price for the rights offering has been

established at 8.00 euros (US$7.27) per ordinary share, or an 18% discount to

UPC’s closing price on February 22, 2001, and representing an issuance of

125 million common shares. Subject to appropriate regulatory approvals, the

rights will be distributed after publication of UPC’s results for the fiscal

year ended December 31, 2000. These results are scheduled to be released on

April 2, 2001. United also has agreed that any amount of the 1.0 billion

euros which it is not required to contribute due to the participation of other

shareholders in the rights offering will be used to purchase additional

ordinary shares from UPC at 11.40 euros (US$10.36) per ordinary share, which

is the average closing price of UPC on the Amsterdam Exchange over the five

trading days ended February 21, 2001.

The investment by United into UPC represents an amendment to the

June 25, 2000 agreement whereby United was to transfer the 724 million

shares of Telewest to UPC in exchange for 128.2 million UPC shares,

representing an issue price for UPC of approximately 10.82 euros

(US$9.83) per ordinary share based upon the value of the Telewest stock

as of February 22, 2001.

As previously announced, the parties plan to close on the acquisition of

Liberty’s Latin American and other assets (excluding Liberty’s Puerto Rican

cable operations which will not be transferred) as soon as practicable after

receiving consents and approvals, currently expected to occur in the second

quarter of 2001.

Key terms of the Preferred Stock issued to Liberty include the following:

$1.4 billion proceeds and face amount.

0% dividend, participates in common dividends on an as converted basis, perpetual maturity and nominal liquidation preference.

Convertible into 54,111,957 shares of United’s Class A Common Stock

or, subject to certain conditions, Class B Common Stock at the option

of the holders, and, upon the occurrence of certain future events,

would be automatically converted into an identical number of shares of

United’s Class B Common Stock.

Effective issue price of $25.87 per common share.

Ranks junior to United’s existing convertible preferred shares.

Votes on an as converted basis.

When the $1.0 billion of Preferred Stock is converted to class B common of

United and is combined with Liberty’s existing holdings, Liberty will have a

30% economic and 71% voting interest in United, on a fully-diluted basis. As

agreed upon in the June 25, 2000 agreement, Liberty will be bound by voting

and standstill agreements with United and its controlling stockholders, and

will appoint 4 of 12 directors. Upon completion of the Latin American

transaction and the issuance of the remaining Preferred Stock, and assuming

conversion of the Preferred Stock into class B common of United, Liberty will

have a 43% economic and 81% voting stake in United.