AGREEMENT AND PLAN OF MERGER

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

By and Among

NEW CHEETAH, INC.

LIBERTY MEDIA INTERNATIONAL, INC.

UNITEDGLOBALCOM, INC.

CHEETAH ACQUISITION CORP.

TIGER GLOBAL ACQUISITION CORP.

Dated as of January 17, 2005

Table of Contents

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Table of Contents
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AGREEMENT AND PLAN OF MERGER

          THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made as of this 17th day of January, 2005, by and among New Cheetah, Inc., a Delaware corporation (“ HoldCo ”), Liberty Media International, Inc., a Delaware corporation (“ LMI ”), UnitedGlobalCom, Inc., a Delaware corporation (“ UGC ”), Cheetah Acquisition Corp., a Delaware corporation (“ LMI Merger Sub ”), and Tiger Global Acquisition Corp., a Delaware corporation (“ UGC Merger Sub ”).

RECITALS

          WHEREAS, on the date hereof LMI beneficially owns approximately 7.6% of the shares of Class A common stock, par value $.01 per share, of UGC (the “ UGC Class A Stock ”) issued and outstanding on December 31, 2004, 100% of the shares of Class B common stock, par value $.01 per share, of UGC (the “ UGC Class B Stock ”) issued and outstanding on December 31, 2004 and approximately 97.8% of the shares of Class C common stock, par value $.01 per share, of UGC (the “ UGC Class C Stock ” and, together with the UGC Class A Stock and the UGC Class B Stock, the “ UGC Common Stock ”) issued and outstanding on December 31, 2004; and

          WHEREAS, the Boards of Directors of each of LMI and UGC deem it advisable and in the best interests of each corporation and its stockholders that LMI and UGC engage in a business combination on the terms and subject to the conditions hereof by means of the Mergers (as defined below). A special committee of the Board of Directors of UGC (the “ Special Committee ”) has determined that the UGC Merger (as defined below) is fair to, and is in the best interests of, UGC and the holders of UGC Common Stock, other than LMI and its Affiliates, and has recommended to the Board of Directors of UGC that it approve the terms and conditions of this Agreement, including the UGC Merger;

          WHEREAS, UGC and Stockholder are parties to the Voting Agreement, of even date herewith, pursuant to which Stockholder has agreed, among other things, to vote the Subject Shares (as defined therein) in favor of the adoption of this Agreement and the transactions contemplated hereby at any meeting of stockholders of LMI or any adjournment thereof called to vote upon this Agreement or any of the transactions contemplated hereby; and

          WHEREAS, for U.S. federal income tax purposes, it is intended that the LMI Merger (as defined below) shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations promulgated thereunder, and that the conversion of the UGC Common Stock into shares of HoldCo Series A Stock (as defined below) which is effected pursuant to the

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UGC Merger shall qualify as an exchange within the meaning of Section 351(a) of the Code and the regulations promulgated thereunder;

          NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants, representations, warranties and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

     1.1 Certain Definitions . As used in this Agreement, the following terms will have the following meanings unless the context otherwise requires:

          “ Acquisition Proposal ” means any offer or proposal by any Person or group of Persons concerning (a) any tender or exchange offer for shares of any class or series of UGC Stock, (b) any merger, share exchange, recapitalization, consolidation or other business combination involving UGC or (c) an acquisition in any manner, directly or indirectly, of a significant equity interest in, or a substantial portion of the assets of, UGC, other than pursuant to the transactions contemplated by this Agreement.

          “ Affiliate ” of any Person has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act. For purposes of this Agreement (other than Section 4.3), unless otherwise specified, (a) neither UGC nor any of its Subsidiaries will be deemed to be Affiliates of LMI or any of LMI’s Subsidiaries; (b) neither LMI nor any of its Subsidiaries will be deemed to be Affiliates of UGC or any of UGC’s Subsidiaries; (c) none of the Affiliates of UGC or any of its Subsidiaries (the “ UGC Affiliates ”) will be deemed to be an Affiliate of LMI or any of LMI’s Subsidiaries, unless such UGC Affiliate would be such an Affiliate if neither LMI nor any of its Subsidiaries (1) owned any capital stock of UGC, (2) designated or nominated, or possessed any contractual right to designate or nominate, any directors of UGC or any of its Subsidiaries or (3) otherwise possessed, directly or indirectly, the power to direct or cause the direction of the management or policies of UGC or any of its Subsidiaries; and (d) none of the Affiliates of LMI or any of LMI’s Subsidiaries (“ LMI Affiliates ”) will be deemed to be an Affiliate of UGC or any of UGC’s Subsidiaries, unless such LMI Affiliate would be such an Affiliate if neither LMI nor any of its Subsidiaries (1) owned any capital stock of UGC, (2) designated or nominated, or possessed any contractual right to designate or nominate, any directors of UGC or any of its Subsidiaries or (3) otherwise possessed, directly or indirectly, the power to direct or cause the direction of the management or policies of UGC or any of its Subsidiaries.

          “ Agreement ” has the meaning specified in the preamble.

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          “ Approved Matter ” means any matter expressly approved by (i) the UGC Board, provided that all of the directors of UGC who are also executive officers of LMI did not cast their votes against the approval of such matter, or (ii) the Executive Committee of the UGC Board, provided that at least one member of the Executive Committee of the UGC Board is also an executive officer of LMI and all members of such committee who are also executive officers of LMI did not vote against such matter.

          “ Book-Entry Shares ” has the meaning specified in Section 3.4(a).

          “ Cash Consideration ” means, for each share of UGC Common Stock in respect of which a Cash Election is validly made and subject to the provisions of Section 3.4(f), $9.58, without interest.

          “ Cash Election ” has the meaning set forth in Section 3.3(b).

          “ Certificates ” has the meaning specified in Section 3.4(a).

          “ Certificates of Merger ” means the LMI Certificate of Merger and the UGC Certificate of Merger.

          “ Claim ” has the meaning specified in Section 7.5(c).

          “ Closing ” has the meaning specified in Section 3.2.

          “ Closing Date ” means the date on which the Closing occurs pursuant to Section 3.2.

          “ Code ” has the meaning specified in the recitals.

          “ Contract ” has the meaning specified in Section 5.5(iv).

          “ Contract Consent ” has the meaning specified in Section 5.5(iii).

          “ Contract Notice ” has the meaning specified in Section 5.5(iii).

          “ Control ” means, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

          “ Controlled Affiliates ” means, with respect to any Person, any Affiliates of such Person that such Person Controls.

          “ Converted LMI Option ” has the meaning specified in Section 3.6(a).

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          “ Converted LMI SAR ” has the meaning specified in Section 3.6(b).

          “ Converted UGC Option ” has the meaning specified in Section 3.7(a).

          “ Converted UGC SAR ” has the meaning specified in Section 3.7(b).

          “ Convertible Securities ” has the meaning specified in Section 5.3(e).

          “ DGCL ” means the General Corporation Law of the State of Delaware.

          “ Deemed Stock Election ” has the meaning specified in Section 3.3(b).

          “ Deemed Stock Election Holder ” has the meaning specified in Section 3.5(b).

          “ Distribution ” means the distribution effected on June 7, 2004 by LMC to its Series A common stockholders of all of its LMI Series A common stock and to its Series B common stockholders of all of its LMI Series B common stock.

          “ Drop Dead Date ” has the meaning specified in Section 9.1(c).

          “ Effective Time ” means the time when the Mergers become effective under applicable law as provided in Section 3.1(a).

          “ Election Time ” has the meaning specified in Section 3.4(d).

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and all regulations promulgated thereunder, as in effect from time to time.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

          “ Exchange Agent ” has the meaning specified in Section 3.4(a).

          “ Exchange Fund ” has the meaning specified in Section 3.5(a)(i).

          “ Exchange Ratio ” means a fraction equal to 0.2155.

          “ Excluded Shares ” means shares of UGC Common Stock which are to be exchanged pursuant to Section 3.3(b)(iv) or which are to be cancelled pursuant to Section 3.3(b)(v).

          “ Executive ” means Michael T. Fries.

          “ Filing Termination Date ” has the meaning specified in Section 9.1(b).

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          “ Form of Election ” has the meaning specified in Section 3.4(c).

          “ Former LMI Holders ” has the meaning specified in Section 3.5(b).

          “ Former LMI Shares ” has the meaning specified in Section 3.5(b).

          “ GAAP ” means generally accepted accounting principles as accepted by the accounting profession in the United States as in effect from time to time.

          “ Government Consent ” has the meaning specified in Section 5.5(ii).

          “ Governmental Entity ” means any court, arbitrator, administrative or other governmental department, agency, commission, authority or instrumentality, domestic or foreign.

          “ Governmental Filing ” has the meaning specified in Section 5.5(ii).

          “ HoldCo ” has the meaning specified in the preamble.

          “ HoldCo Board ” has the meaning specified in Section 2.2(a).

          “ HoldCo Bylaws ” has the meaning specified in Section 2.1.

          “ HoldCo Charter ” has the meaning specified in Section 2.1.

          “ HoldCo Common Stock ” has the meaning specified in Section 2.1.

          “ HoldCo Original Series A Stock ” has the meaning specified in Section 2.1.

          “ HoldCo Original Stock ” has the meaning specified in Section 2.1.

          “ HoldCo Preferred Stock ” has the meaning specified in Section 2.1.

          “ HoldCo Series A Stock ” has the meaning specified in Section 2.1.

          “ HoldCo Series B Stock ” has the meaning specified in Section 2.1.

          “ HoldCo Series C Stock ” has the meaning specified in Section 2.1.

          “ HoldCo Stock ” has the meaning specified in Section 2.1.

          “ Indebtedness ” means, with respect to any Person, without duplication (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (i) every liability of such Person (excluding intercompany accounts between UGC and any wholly-owned Subsidiary of UGC or between wholly-

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owned Subsidiaries of UGC) (A) for borrowed money, (B) evidenced by notes, bonds, debentures or other similar instruments (whether or not negotiable), (C) for reimbursement of amounts drawn under letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person, (D) issued or assumed as the deferred purchase price of property or services (excluding accounts payable) or (E) relating to a capitalized lease obligation and all debt attributable to sale/leaseback transactions of such Person; and (ii) every liability of others of the kind described in the preceding clause (i) that such Person has guaranteed or that is otherwise its legal liability.

          “ Initial HoldCo Board ” has the meaning specified in Section 2.2(c).

          “ Injunction ” has the meaning specified in Section 4.4.

          “ Insiders ” has the meaning specified in Section 7.9.

          “ Japanese Businesses ” means those Subsidiaries of LMI and those Persons in which LMI (directly or indirectly through one or more Subsidiaries) owns an investment accounted for by the equity method within the meaning of GAAP whose businesses are primarily conducted in Japan (including Jupiter Telecommunications Co., Ltd. and Jupiter Programming Co., Ltd.)

          “ Joint Proxy Statement/Prospectus ” has the meaning specified in Section 4.2(a).

          “ License ” means any license, franchise, ordinance, authorization, permit, certificate, variance, exemption, concession, lease, right of way, easement, instrument, order and approval, domestic or foreign.

          “ Lien ” means any security interest, mortgage, pledge, hypothecation, charge, claim, option, right to acquire, adverse interest, assignment, deposit arrangement, encumbrance, restriction, lien (statutory or other), or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease involving substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

          “ LMC ” means Liberty Media Corporation, a Delaware corporation.

          “ LMI ” has the meaning set forth in the preamble.

          “ LMI Board ” means the Board of Directors of LMI.

          “ LMI Book-Entry Shares ” has the meaning specified in Section 3.4(a).

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          “ LMI Certificate of Merger ” means the certificate of merger with respect to the LMI Merger, containing the provisions required by, and executed in accordance with, Section 251 of the DGCL.

          “ LMI Certificates ” has the meaning specified in Section 3.4(a).

          “ LMI Charter ” means the Restated Certificate of Incorporation of LMI, as amended and as in effect on the date hereof.

          “ LMI Common Stock ” means the LMI Series A Stock, the LMI Series B Stock and the LMI Series C Stock.

          “ LMI Consideration ” has the meaning specified in Section 3.3(a).

          “ LMI ERISA Affiliate ” has the meaning specified in the definition of the term “LMI Plan”.

          “ LMI Fairness Opinion ” has the meaning specified in Section 6.13.

          “ LMI Indemnified Liabilities ” has the meaning specified in Section 7.5(b).

          “ LMI Indemnified Parties ” has the meaning specified in Section 7.5(b).

          “ LMI Indemnified Party ” has the meaning specified in Section 7.5(b).

          “ LMI Material Adverse Effect ” means a Material Adverse Effect with respect to LMI or a material adverse effect on the ability of LMI to consummate the Mergers and the other transactions contemplated by this Agreement.

          “ LMI Merger ” means the merger of LMI Merger Sub with and into LMI as set forth in Section 3.1(a).

          “ LMI Merger Sub ” has the meaning specified in the preamble.

          “ LMI Merger Sub Board ” has the meaning specified in Section 2.4(a).

          “ LMI Option ” has the meaning specified in Section 3.6(a).

          “ LMI Plan ” means each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to at any time since June 1, 2004 by LMI or by any trade or business, whether or not incorporated (“ LMI ERISA Affiliate ”), that

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together with LMI would be deemed a “controlled group” within the meaning of Section 4001(a)(14) of ERISA, for the benefit of any employee, director or former employee or director of LMI or any LMI ERISA Affiliate including any such type of plan established, maintained or contributed to under the laws of any foreign country; provided, however, that LMI Plan will not include any such plan or arrangement maintained by UGC.

          “ LMI Preferred Stock ” means the preferred stock, $.01 par value per share, of LMI.

          “ LMI Preferred Stock Consideration ” has the meaning specified in Section 3.3(a).

          “ LMI Restricted Stock ” has the meaning specified in Section 3.6(c).

          “ LMI SAR ” has the meaning specified in Section 3.6(b).

          “ LMI SEC Filings ” has the meaning specified in Section 6.4.

          “ LMI Series A Consideration ” has the meaning specified in Section 3.3(a).

          “ LMI Series B Consideration ” has the meaning specified in Section 3.3(a).

          “ LMI Series C Consideration ” has the meaning specified in Section 3.3(a).

          “ LMI Series A Stock ” means the Series A common stock, $.01 par value per share, of LMI.

          “ LMI Series B Stock ” means the Series B common stock, $.01 par value per share, of LMI.

          “ LMI Series C Stock ” means the Series C common stock, $.01 par value per share, of LMI.

          “ LMI Special Meeting ” has the meaning specified in Section 4.1.

          “ LMI Stock ” means the LMI Common Stock and the LMI Preferred Stock.

          “ LMI Stockholder Approval ” has the meaning specified in Section 6.14.

          “ Material Adverse Effect ” means (A) with respect to LMI, a material adverse effect on the business, properties, operations or financial condition of LMI and its Subsidiaries (for these purposes including UGC and its Subsidiaries) taken as a whole, other than any such effect arising out of or resulting from (i) any change in the trading prices of LMI Series A Stock between the date hereof and the Effective Time, (ii) any

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changes in GAAP that affect generally entities such as LMI, (iii) general business or economic conditions or from general changes in or affecting the industries in which LMI operates in areas where LMI does business directly or through its Subsidiaries (for these purposes including UGC and its Subsidiaries), or (iv) the announcement of this Agreement or the consummation of the transactions contemplated hereby, except, in the case of clause (iii), to the extent that any such change has a disproportionate impact on LMI and its Subsidiaries (for these purposes including UGC and its Subsidiaries), taken as a whole, and (B) with respect to UGC, a material adverse effect on the business, properties, operations or financial condition of UGC and its Subsidiaries taken as a whole, other than any such effect arising out of or resulting from (i) any change in the trading prices of UGC Class A Stock between the date hereof and the Effective Time, (ii) any changes in GAAP that affect generally entities such as UGC, (iii) general business or economic conditions or general changes in or affecting the industries in which UGC operates in areas where UGC does business directly or through its Subsidiaries or (iv) the announcement of this Agreement or the consummation of the transactions contemplated hereby or any Approved Matter approved following the date hereof, except, in the case of clause (iii), to the extent that any such change has a disproportionate impact on UGC and its Subsidiaries. Neither a LMI Material Adverse Effect nor a UGC Material Adverse Effect shall be deemed to occur as the result of the consummation or failure to consummate the combination of Metrópolis Intercom S.A. and VTR GlobalCom S.A.

          “ Merger Consideration ” has the meaning specified in Section 3.3(b).

          “ Mergers ” means the LMI Merger and the UGC Merger.

          “ Minority Approval ” has the meaning specified in Section 5.14.

          “ NASD ” means the National Association of Securities Dealers, Inc.

          “ Nasdaq ” means The Nasdaq National Market.

          “ Person ” means an individual, partnership, corporation, limited liability company, trust, unincorporated organization, association, joint venture or other entity or a government, agency, political subdivision, or instrumentality thereof.

          “ Registration Statement ” has the meaning specified in Section 4.2(a).

          “ Restriction ”, with respect to any capital stock or other security, means any voting or other trust or agreement, option, warrant, escrow arrangement, proxy, buy-sell agreement, power of attorney or other Contract, or any law, rule, regulation, order, judgment or decree which, conditionally or unconditionally: (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to purchase or sell or otherwise acquire, dispose of or issue, or otherwise results in or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may result

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in, any Person acquiring, (A) any of such capital stock or other security; (B) any of the proceeds of, or any distributions paid or which are or may become payable with respect to, any of such capital stock or other security; or (C) any interest in such capital stock or other security or any such proceeds or distributions; (ii) restricts or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may restrict the transfer or voting of, or the exercise of any rights or the enjoyment of any benefits arising by reason of ownership of, any such capital stock or other security or any such proceeds or distributions; or (iii) creates or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may create a Lien or purported Lien affecting such capital stock or other security, proceeds or distributions.

          “ Schedule 13E-3 ” has the meaning specified in Section 4.2(a).

          “ SEC ” means the Securities and Exchange Commission.

          “ Section 16 Information ” has the meaning specified in Section 7.9.

          “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

          “ Significant LMI Subsidiary ” has the meaning specified in Section 6.1.

          “ Significant UGC Subsidiary ” has the meaning specified in Section 5.1.

          “ Special Committee ” has the meaning set forth in the recitals.

          “ Special Meetings ” has the meaning specified in Section 4.1.

          “ Stock Consideration ” has the meaning specified in Section 3.3(b).

          “ Stock Election ” has the meaning set forth in Section 3.3(b).

          “ Stockholder ” means John C. Malone.

          “ Subsidiary ” when used with respect to any Person, means any other Person (1) of which (x) in the case of a corporation, at least (A) a majority of the equity and (B) a majority of the voting interests are owned or Controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by such first Person and one or more of its Subsidiaries or (y) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries (A) owns a majority of the equity interests thereof and (B) has the power to elect or direct the election of a majority of the members of the governing body thereof or otherwise has Control over such organization or entity; or (2) that is required to be consolidated with such first Person for financial reporting purposes under GAAP; provided that, for purposes of the agreements set forth in Article III and Article VI,

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references to Subsidiaries will not include any Person as to which such first Person’s voting interests are subject to a voting agreement, proxy, management contract or other arrangement as a result of which such first Person does not Control such other Person. For purposes of this Agreement, unless otherwise specified, neither UGC nor any of its Subsidiaries will be deemed to be Subsidiaries of LMI or any of LMI’s Subsidiaries, whether or not they otherwise would be Subsidiaries of LMI or any of LMI’s Subsidiaries under the foregoing definition.

          “ Surviving LMI Corporation ” means LMI as the surviving corporation after the LMI Merger as provided in Section 3.1(a).

          “ Surviving UGC Corporation ” means UGC as the surviving corporation after the UGC Merger as provided in Section 3.1(a).

          “ Tax ” or “ Taxes ” means (i) any and all federal, state, local and foreign taxes and other assessments, governmental charges, duties, fees, levies, impositions and liabilities in the nature of a tax, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes and (ii) all interest, penalties and additions imposed with respect to such amounts in clause (i).

          “ Tax Return ” means a report, return or other information required to be supplied to or filed with a Governmental Entity with respect to any Tax including an information return, claim for refund, amended Tax return or declaration of estimated Tax.

          “ Treasury Regulations ” means the regulations promulgated under the Code in effect on the date hereof and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

          “ Total Cash Election Number ” has the meaning specified in Section 3.4(f).

          “ UGC ” has the meaning specified in the preamble.

          “ UGC Board ” means the Board of Directors of UGC.

          “ UGC Book-Entry Shares ” has the meaning specified in Section 3.4(a).

          “ UGC Certificates ” has the meaning specified in Section 3.4(a).

          “ UGC Certificate of Merger ” means the certificate of merger with respect to the UGC Merger, containing the provisions required by, and executed in accordance with, Section 251 of the DGCL.

          “ UGC Charter ” means the Restated Certificate of Incorporation of UGC as amended to the date hereof.

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          “ UGC Class A Stock ” has the meaning set forth in the recitals.

          “ UGC Class B Stock ” has the meaning set forth in the recitals.

          “ UGC Class C Stock ” has the meaning set forth in the recitals.

          “ UGC Common Stock ” has the meaning set forth in the recitals.

          “ UGC Convertible Notes ” means the €500,000,000 principal amount of 1 3/4% Convertible Senior Notes due April 15, 2024 issued by UGC.

          “ UGC Disclosure Letter ” means the disclosure letter, dated as of the date hereof, delivered by UGC to LMI.

          “ UGC ERISA Affiliate ” has the meaning specified in the term “UGC Plan”.

          “ UGC Fairness Opinion ” has the meaning specified in Section 5.13.

          “ UGC Indemnified Liabilities ” has the meaning specified in Section 7.5(a).

          “ UGC Indemnified Parties ” has the meaning specified in Section 7.5(a).

          “ UGC Indemnified Party ” has the meaning specified in Section 7.5(a).

          “ UGC Indenture ” means the Indenture, dated as of April 6, 2004, by and between UGC and The Bank of New York, as Trustee, relating to the UGC Convertible Notes.

          “ UGC Material Adverse Effect ” means a Material Adverse Effect with respect to UGC or a material adverse effect on the ability of UGC to consummate the Mergers and the other transactions contemplated by this Agreement.

          “ UGC Merger ” means the merger of UGC Merger Sub with and into UGC as set forth in Section 3.1(a).

          “ UGC Merger Sub ” has the meaning specified in the preamble.

          “ UGC Merger Sub Board ” has the meaning specified in Section 2.4(b).

          “ UGC Option ” has the meaning specified in Section 3.7(a).

          “ UGC Plan ” means each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay,

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hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to at any time since December 31, 1999 by UGC or by any trade or business, whether or not incorporated (“ UGC ERISA Affiliate ”), that together with UGC would be deemed a “controlled group” within the meaning of Section 4001(a)(14) of ERISA, for the benefit of any employee, director or former employee or director of the UGC or any UGC ERISA Affiliate including any such type of plan established, maintained or contributed to under the laws of any foreign country; provided , however , that UGC Plan will not include any such plan or arrangement maintained by LMI or any Subsidiary of LMI.

          “ UGC Preferred Stock ” means the preferred stock, par value $.01 per share, of UGC.

          “ UGC Restricted Stock ” has the meaning specified in Section 3.7(c).

          “ UGC SAR ” has the meaning specified in Section 3.7(b).

          “ UGC SEC Filings ” has the meaning specified in Section 5.4.

          “ UGC Share Threshold Number ” means the quotient (rounded down to the nearest whole number) equal to (i) the product of (x) the last sales price of a share of LMI Series A Stock on the Nasdaq on the last trading day immediately preceding the Effective Time (the “ LMI Closing Day Market Price ”), (y) the Exchange Ratio and (z) the number of shares of UGC Class A Stock (other than shares of UGC Class A Stock beneficially owned by Permitted Holders (as defined in the UGC Indenture) issued and outstanding immediately prior to the Effective Time, divided by (ii) the sum of (x) 38.32 and (y) the product of the LMI Closing Day Market Price and the Exchange Ratio.

          “ UGC Special Meeting ” has the meaning specified in Section 4.1(a).

          “ UGC Stock ” means the UGC Common Stock and the UGC Preferred Stock.

          “ UGC Stockholder Approval ” has the meaning specified in Section 5.14.

          “ UGC 10-K ” means an Annual Report of UGC on Form 10-K for the fiscal year ended December 31, 2004 which includes (i) audited financial statements of UGC and its consolidated subsidiaries meeting the requirements of Regulation S-X, (ii) an unqualified audit report of UGC’s auditors on such financial statements and (iii) the statements, reports, attestations and other disclosures required by, and that comply with, Item 308 of Regulation S-K concerning UGC’s internal control over financial reporting.

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          “ Violation ” has the meaning specified in Section 5.5(iv).

          “ Voting Debt ” has the meaning specified in Section 5.3(d).

          “ Wholly-Owned Subsidiary ” means, as to any Person, a Subsidiary of such Person, 100% of the equity and voting interest in which is owned beneficially or of record, directly and/or indirectly, by such Person.

     1.2 Terms Generally . The definitions in Section 1.1 will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” will be deemed to be followed by the phrase “without limitation”. The words “herein”, “hereof” and “hereunder” and words of similar import refer to this Agreement (including the Exhibits and Schedules) in its entirety and not to any part hereof unless the context otherwise requires. As used herein, the term “to the knowledge of UGC” or any similar term relating to UGC’s knowledge means the actual knowledge, after due inquiry, of any of the executive officers of UGC, and the term “to the knowledge of LMI” or any similar term relating to LMI’s knowledge means the actual knowledge, after due inquiry, of any of the executive officers of LMI. All references herein to Articles, Sections, Exhibits and Schedules will be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context otherwise requires. Unless the context otherwise requires, any references to any agreement, other instrument, statute or regulation are to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provisions). Any reference in this Agreement to a “day” or “number of days” (without the explicit qualification of “business”) will be interpreted as a reference to a calendar day or number of calendar days, as the case may be. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a business day, then such action or notice will be deferred until, or may be taken or given on, the next business day. As used herein, the phrase “made available” means that the information referred to has been made available if requested by the party to whom such information is to be made available.

ARTICLE II

HOLDING COMPANY AND MERGER SUBSIDIARIES

     2.1 Organization of HoldCo . LMI has caused HoldCo to be organized under the laws of the State of Delaware. The authorized capital stock of HoldCo on the date hereof consists of 100 shares of common stock, par value $0.01 per share (the “ HoldCo Original Stock ”), of which one share has been issued to LMI and no other shares are issued and outstanding. LMI shall take, and shall cause HoldCo to take, all requisite action to cause the certificate of incorporation of HoldCo to be in the form of Exhibit A hereto (the “ HoldCo Charter ”) and the bylaws of HoldCo to be in the form of Exhibit B

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hereto (the “ HoldCo Bylaws ”), in each case, at the Effective Time. Pursuant to the HoldCo Charter, the authorized capital stock of HoldCo at the Effective Time will consist solely of 500,000,000 shares of Series A common stock, par value $.01 per share (the “ HoldCo Series A Stock ), 50,000,000 shares of Series B common stock, par value $.01 per share (the “ HoldCo Series B Stock ”), 500,000,000 shares of Series C common stock, par value $.01 per share (the “ HoldCo Series C Stock ” and, collectively with the HoldCo Series A Stock and the HoldCo Series B Stock, the “ HoldCo Common Stock ”), and 50,000,000 shares of preferred stock, par value $.01 per share (the “ HoldCo Preferred Stock ” and, together with the HoldCo Common Stock, the “ HoldCo Stock ”). Effective upon the filing of the HoldCo Charter, the HoldCo Original Stock shall be reclassified as one share of HoldCo Series A Stock (the “ HoldCo Original Series A Stock ”). At the Effective Time, each issued and outstanding share of HoldCo Original Series A Stock shall be cancelled without conversion into any other security or other consideration therefor.

     2.2 Directors and Officers of HoldCo .

          (a) Immediately prior to the Effective Time, the directors of HoldCo shall be solely those persons identified on Schedule 2.2(a) (the “ HoldCo Board ”). HoldCo shall have a staggered board of directors, and each person identified on Schedule 2.2(a) shall serve in the class and for the term set forth opposite his or her name on Schedule 2.2(a). Each director shall remain in office until the expiration of the term of the class in which such person serves or until his or her successor is duly elected or appointed and qualified in accordance with the HoldCo Charter, the HoldCo Bylaws and the DGCL or until such person’s earlier death, resignation or removal.

          (b) Immediately prior to the Effective Time, the officers of HoldCo shall be solely those persons identified on Schedule 2.2(b), and such additional persons as may be approved by the HoldCo Board. Each such officer shall remain in office until his or her successor is duly elected or appointed and qualified in accordance with the HoldCo Charter, the HoldCo Bylaws and the DGCL or until such person’s earlier death, resignation or removal.

          (c) The members of the board of directors of HoldCo as of the date of this agreement are John C. Malone and Robert R. Bennett (the “ Initial HoldCo Board ”); additional directors may be elected or appointed to such board in accordance with the certificate of incorporation and bylaws of HoldCo and the DGCL. Each member of the Initial HoldCo Board shall serve until his or her successor is elected to the HoldCo Board as contemplated by Section 2.2(a), or until his or her earlier death, resignation or removal. The initial officers of HoldCo shall be those persons approved by the Initial HoldCo Board, each of whom shall serve until his or her respective successor is elected as contemplated by Section 2.2(b) or until his or her earlier death, resignation or removal.

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     2.3 Organization of Merger Subsidiaries . HoldCo has caused LMI Merger Sub and UGC Merger Sub to be organized for the sole purpose of effecting the Mergers contemplated herein. The authorized capital stock of LMI Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which one share has been issued to HoldCo at a price of $0.01 per share and no other shares are issued or outstanding. The authorized capital stock of UGC Merger Sub consists of 100 shares of common stock, par value $0.01 per share, of which one share has been issued to HoldCo at a price of $0.01 per share and no other shares are issued or outstanding.

     2.4 Directors and Officers of LMI Merger Sub and UGC Merger Sub .

          (a) Immediately prior to the Effective Time, the directors of LMI Merger Sub shall be Stockholder and Executive (the “ LMI Merger Sub Board ”), and the officers of LMI Merger Sub shall be those persons duly elected by the LMI Merger Sub Board. Each such director and officer shall remain in office until his or her successor is duly elected or appointed and qualified in accordance with the Certificate of Incorporation and Bylaws of LMI Merger Sub and the DGCL or until such person’s earlier death, resignation or removal.

          (b) Immediately prior to the Effective Time, the directors of UGC Merger Sub shall be Stockholder and Executive (the “ UGC Merger Sub Board ”), and the officers of UGC Merger Sub shall be those persons duly elected by the UGC Merger Sub Board. Each such director and officer shall remain in office until his or her successor is duly elected or appointed and qualified in accordance with the Certificate of Incorporation and Bylaws of UGC Merger Sub and the DGCL or until such person’s earlier death, resignation or removal.

     2.5 Certain Actions of LMI . LMI, in its capacity as the sole stockholder of HoldCo, has adopted and approved this Agreement by all action required by the DGCL, the HoldCo Charter and the HoldCo Bylaws to be taken and shall cause HoldCo, as the sole stockholder of each of LMI Merger Sub and UGC Merger Sub, to take all action required by the DGCL and the respective charters and bylaws of LMI Merger Sub and UGC Merger Sub to adopt and approve this Agreement. Subject to the terms and conditions of this Agreement, LMI shall cause HoldCo to perform, and shall cause HoldCo to cause each of LMI Merger Sub and UGC Merger Sub to perform, their respective obligations under this Agreement.

ARTICLE III

THE MERGERS AND RELATED MATTERS

     3.1 The Mergers .

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          (a)  Mergers; Effective Time . At the Effective Time and subject to and upon the terms and conditions of this Agreement, (i) LMI Merger Sub will merge with and into LMI in accordance with the provisions of the DGCL, the separate corporate existence of LMI Merger Sub will cease and LMI will continue as the Surviving LMI Corporation and (ii) UGC Merger Sub will merge with and into UGC in accordance with the provisions of the DGCL, the separate corporate existence of UGC Merger Sub will cease and UGC will continue as the Surviving UGC Corporation. The Effective Time shall be on the date and at the time that both of the Certificates of Merger have been accepted for filing by the Delaware Secretary of State, and all other documents required by the DGCL to effectuate the Mergers shall have been properly executed and filed (or such later date and time as may be agreed to by LMI and UGC and specified in the Certificates of Merger, provided that both Mergers shall become effective at the same time). The parties will cause the Certificates of Merger to be filed with the Delaware Secretary of State as soon as practicable after the Closing.

          (b)  Effects of the Mergers . From and after the Effective Time, the Mergers will each have the effects set forth in the DGCL (including Sections 259, 260 and 261 thereof). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the properties, rights, privileges, powers and franchises of LMI and LMI Merger Sub will vest in the Surviving LMI Corporation, and all debts, liabilities and duties of LMI and LMI Merger Sub will, by operation of law, become the debts, liabilities and duties of the Surviving LMI Corporation and (ii) all the properties, rights, privileges, powers and franchises of UGC and UGC Merger Sub will vest in the Surviving UGC Corporation, and all debts, liabilities and duties of UGC and UGC Merger Sub will, by operation of law, become the debts, liabilities and duties of the Surviving UGC Corporation.

          (c)  Certificate of Incorporation of the Surviving Corporations . At the Effective Time, (i) the LMI Charter will be amended and restated pursuant to the LMI Certificate of Merger to be identical to the certificate of incorporation of LMI Merger Sub in effect immediately prior to the Effective Time, except that Article FIRST thereof shall read as follows: “The name of the Corporation (which is hereinafter called the ‘Corporation’) is Liberty Media International, Inc.” and (ii) the UGC Charter in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving UGC Corporation. The LMI Charter, as so amended, and the UGC Charter shall remain as the certificate of incorporation of the Surviving LMI Corporation or the Surviving UGC Corporation, as applicable, until thereafter amended in accordance with the terms thereof and the DGCL.

          (d)  Bylaws of the Surviving Corporations . The Bylaws of LMI Merger Sub will be the Bylaws of the Surviving LMI Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving LMI Corporation and the DGCL. The Bylaws of UGC Merger Sub will be the

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Bylaws of the Surviving UGC Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving UGC Corporation and the DGCL.

          (e)  Directors and Officers of the Surviving Corporations . HoldCo, LMI and the Surviving LMI Corporation will take such action as is necessary to ensure that the directors and officers of LMI Merger Sub at the Effective Time will, from and after the Effective Time, be the directors and officers of the Surviving LMI Corporation until their respective successors are duly elected or appointed and qualified in accordance with the certificate of incorporation and Bylaws of the Surviving LMI Corporation, and the DGCL, or until such person’s earlier death, resignation or removal. HoldCo, UGC and the Surviving UGC Corporation will take such action as is necessary to ensure that the directors and officers of UGC Merger Sub at the Effective Time will, from and after the Effective Time, be the directors and officers of the Surviving UGC Corporation until their respective successors are duly elected or appointed and qualified in accordance with the certificate of incorporation and Bylaws of the Surviving UGC Corporation, and the DGCL, or until such person’s earlier death, resignation or removal.

     3.2 Closing . Unless this Agreement has been terminated pursuant to Section 9.1 and subject to the satisfaction or, when permissible, waiver of the conditions set forth in Article VIII, the closing of the Mergers (the “ Closing ”) will take place (i) at 10:00 a.m. (New York City time) at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112, on the second business day after the date on which the last of the conditions set forth in Article VIII (other than the filing of the Certificates of Merger and other than any such conditions that by their terms are not capable of being satisfied until the Closing Date or thereafter) is satisfied or, when permissible, waived, or (ii) on such other date and/or at such other time and/or place as the parties may mutually agree.

     3.3 Conversion of Securities .

          (a)  Conversion of LMI Securities . At the Effective Time, by virtue of the LMI Merger and without any action on the part of any party hereto or any holder of shares of LMI Stock:

               (i) each share of LMI Series A Stock issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to Section 3.3(a)(v)) will be converted into and represent the right to receive, and will be exchangeable for, one validly issued, fully paid and nonassessable share of HoldCo Series A Stock (the “ LMI Series A Consideration ”);

               (ii) each share of LMI Series B Stock issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to Section 3.3(a)(v)) will be converted into and represent the right to receive, and will be

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exchangeable for, one validly issued, fully paid and nonassessable share of HoldCo Series B Stock (the “ LMI Series B Consideration ”);

               (iii) each share of LMI Series C Stock, if any, issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to Section 3.3(a)(v)) will be converted into and represent the right to receive, and will be exchangeable for, one validly issued, fully paid and nonassessable share of HoldCo Series C Stock (the “ LMI Series C Consideration ”);

               (iv) each share of LMI Preferred Stock, if any, issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to Section 3.3(a)(v)) will be converted into and represent the right to receive, and will be exchangeable for, one validly issued, fully paid and nonassessable share of a corresponding series of HoldCo Preferred Stock having a substantially equivalent designation of rights and preferences as such series of LMI Preferred Stock (the “ LMI Preferred Stock Consideration ” and, together with the LMI Series A Consideration, the LMI Series B Consideration and the LMI Series C Consideration, the “ LMI Consideration ”); and

               (v) each share of LMI Stock held in treasury of LMI immediately prior to the Effective Time shall automatically be cancelled, retired and cease to exist without payment of any consideration therefor and without any conversion thereof.

          LMI will cause HoldCo to make any filings or other designations required to comply with the provisions of Section 3.3(a)(iv). At the Effective Time, all shares of LMI Stock issued and outstanding immediately prior to the Effective Time will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate representing any such shares will cease to have any rights with respect thereto, except the right to receive the shares of HoldCo Stock with respect thereto upon the surrender of such certificate in accordance with Section 3.5.

          (b)  Conversion of UGC Securities . At the Effective Time, by virtue of the UGC Merger and without any action on the part of any party hereto or the holders of shares of UGC Stock:

               (i) subject to the provisions of Section 3.4(f), each share of UGC Common Stock with respect to which an election to receive the Cash Consideration has been validly made and not validly revoked pursuant to Section 3.4 (a “ Cash Election ”) shall be converted into and represent the right to receive, and be exchangeable for, the Cash Consideration;

               (ii) each share of UGC Common Stock with respect to which an election to receive the Stock Consideration has been validly made and not validly

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revoked pursuant to Section 3.4 (a “ Stock Election ”) shall be converted into and represent the right to receive, and will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable share of HoldCo Series A Stock equal to the Exchange Ratio (together with cash in lieu of the issuance of any fractional share of HoldCo Series A Stock to any holder thereof to be paid in accordance with Section 3.5(d)) (the “ Stock Consideration ” and, together with the Cash Consideration and the LMI Consideration, the “ Merger Consideration ”);

               (iii) each share of UGC Common Stock other than shares of UGC Common Stock with respect to which a Cash Election or a Stock Election is validly made and not validly revoked pursuant to Section 3.4 (and other than Excluded Shares) (each a “ Deemed Stock Election ”) shall be converted into and represent the right to receive, and will be exchangeable for, the Stock Consideration;

               (iv) each share of UGC Common Stock held immediately prior to the Effective Time by LMI or any of its Wholly Owned Subsidiaries shall be converted into and represent the right to receive, and will be exchangeable for, one validly issued, fully paid and nonassessable share of the corresponding class of common stock of the Surviving UGC Corporation; and

               (v) each share of UGC Common Stock held in treasury of UGC immediately prior to the Effective Time shall automatically be cancelled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof.

          (c)  Conversion of LMI Merger Sub Stock . At the Effective Time, by virtue of the LMI Merger and without any action on the part of any party hereto or any holder of shares of stock of LMI Merger Sub, each share of common stock of LMI Merger Sub outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving LMI Corporation. Such shares will constitute the only outstanding shares of capital stock of the Surviving LMI Corporation.

          (d)  Conversion of UGC Merger Sub Stock . At the Effective Time, by virtue of the UGC Merger and without any action on the part of any party hereto or the holders of share(s) of stock of UGC Merger Sub, the outstanding share(s) of common stock of UGC Merger Sub immediately prior to the Effective Time will be converted into and become a number of validly issued, fully paid and nonassessable shares of each class of common stock of the Surviving UGC Corporation that is identical to the number of shares of the corresponding class of UGC Common Stock (other than the Excluded Shares) outstanding immediately prior to the Effective Time. Such shares (together with the shares issued pursuant to Section 3.3(b)(iv)) will constitute the only outstanding shares of capital stock of the Surviving UGC Corporation.

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          (e)  Certain Changes . If, between the date of this Agreement and the Effective Time, the outstanding shares of LMI Common Stock or the outstanding shares of UGC Common Stock shall have been increased, decreased, changed into or exchanged for a different number of shares or different class of shares, in each case, by reason of any reclassification, recapitalization, stock split, split-up, combination or exchange of shares or a stock dividend or dividend payable in any other securities shall be declared with a record date within such period, or any similar event shall have occurred, the applicable Merger Consideration shall be appropriately adjusted to provide to the holders of LMI Common Stock and UGC Common Stock the same economic effect as contemplated by this Agreement prior to such event.

     3.4 UGC Election Procedures; Proration .

          (a) Not less than three business days prior to the mailing of the Joint Proxy Statement/Prospectus, LMI shall designate a bank or trust company to act as exchange agent hereunder (the “ Exchange Agent ”) for the purpose of exchanging (x) certificates that immediately prior to the Effective Time represented shares of UGC Common Stock (the “ UGC Certificates ”) and shares of UGC Common Stock represented by book-entry (“ UGC Book-Entry Shares ”) and (y) certificates that immediately prior to the Effective Time represented shares of LMI Common Stock (the “ LMI Certificates ” and, together with the UGC Certificates, the “ Certificates ”) and shares of LMI Common Stock represented by book-entry (“ LMI Book-Entry Shares ” and, together with UGC Book-Entry Shares, the “ Book-Entry Shares ”).

          (b) Each Person who, on or prior to the Election Time (as defined below), is a record holder of shares of UGC Common Stock (other than a holder of Excluded Shares and other than a Wholly-Owned Subsidiary of UGC) shall be entitled to specify the number of such holder’s shares of UGC Common Stock (and, if such shares to which the election relates are represented by UGC Certificates, such particular shares) with respect to which such holder makes a Cash Election or Stock Election.

          (c) HoldCo shall prepare and file as an exhibit to the Registration Statement a form of election (the “ Form of Election ”). The Form of Election shall specify that delivery shall be effected, and risk of loss and title to any UGC Certificates shall pass, only upon proper delivery of the Form of Election and any UGC Certificates to the Exchange Agent. UGC shall mail the Form of Election with the Joint Proxy Statement/Prospectus to all Persons who are record holders of shares of UGC Common Stock (other than holders of Excluded Shares) as of the record date for the UGC Special Meeting. The Form of Election shall be used by each record holder of shares of UGC Common Stock (other than holders of Excluded Shares), or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation, who wishes to make a Cash Election or a Stock Election or a combination of both for any and all shares of UGC Common Stock held by such holder. UGC shall use its commercially reasonable efforts to make the Form of Election available to all Persons who become

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holders of shares of UGC Common Stock during the period between the record date for the UGC Special Meeting and the date of the UGC Special Meeting.

          (d) Any holder’s election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., New York City time, on (i) the date of the later of the two Special Meetings or (ii) if the Closing Date is more than four business days following the later of the two Special Meetings, the second business day preceding the Closing Date (the “ Election Time ”), a Form of Election properly completed and signed and accompanied by (i) certificates representing the shares of UGC Common Stock to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of UGC or (ii) in the case of UGC Book-Entry Shares, any additional documents required by the procedures set forth in the Form of Election. After a Cash Election or a Stock Election is validly made with respect to any shares of UGC Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of UGC unless and until such Cash Election or Stock Election is properly revoked. If the Closing Date is anticipated to be more than four business days following the later of the two Special Meetings, then as soon as reasonably practicable, but in no event later than 9:00 a.m., New York City time, on the business day immediately following the date of the later of the two Special Meetings, LMI and UGC shall so notify the holders of UGC Common Stock by issuing a release to the Dow Jones News Service specifying the anticipated Closing Date, which shall not be earlier than the fourth business day after the date of the release. Any Cash Election or Stock Election may be revoked with respect to all or a portion of the shares of UGC Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to the Election Time. In addition, all Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article IX. If a Cash Election or Stock Election is properly revoked (x) the UGC Certificates representing such shares shall be returned to the record owner thereof or such other Person as such record owner shall have set forth in such owner’s Form of Election, and (y) all UGC Book-Entry Shares representing such shares shall be credited to such book-entry account as shall have been set forth in the Form of Election relating thereto.

          (e) The determination of the Exchange Agent (or the joint determination of LMI and UGC, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not Cash Elections, Stock Elections or revocations shall have been properly made or revoked pursuant to this Section 3.4 and as to when Cash Elections, Stock Elections and revocations were received by the Exchange Agent. The Exchange Agent (or LMI and UGC jointly, in the event that the Exchange Agent declines to make the following computation) shall also make all computations as to the proration contemplated by Section 3.4(f), and absent manifest error this computation shall be conclusive and binding. The Exchange Agent may, with the written agreement of each of LMI and

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UGC, make any rules as are consistent with this Section 3.4 for the implementation of the Cash Elections and Stock Elections provided for in this Agreement as shall be necessary or desirable to effect the Cash Elections and Stock Elections in accordance with the terms of this Agreement.

          (f) Notwithstanding anything in this Agreement to the contrary, the number of shares of UGC Common Stock converted into the Cash Consideration may not exceed the UGC Share Threshold Number. If the aggregate number of shares of UGC Common Stock with respect to which the Cash Election is validly made and not validly revoked (the “ Total Cash Election Number ”) exceeds the UGC Share Threshold Number, then (i) all shares of UGC Common Stock as to which a Stock Election or Deemed Stock Election is made shall be converted into and represent the right to receive, and will be exchangeable for, the Stock Consideration and (ii) the number of shares of UGC Common Stock as to which a Cash Election is validly made and not validly revoked by a UGC stockholder pursuant to Section 3.4 that shall be converted into and represent the right to receive, and will be exchangeable for, the Cash Consideration, shall be equal to the product (rounded down to the nearest whole number) obtained by multiplying (A) the number of shares of UGC Common Stock held by such stockholder as to which such stockholder has validly made and not validly revoked a Cash Election by (B) a fraction, the numerator of which is the UGC Share Threshold Number and the denominator of which is the Total Cash Election Number, with the remaining number of such stockholder’s shares of UGC Common Stock as to which such stockholder has validly made and not validly revoked a Cash Election being converted into and representing the right to receive, and being exchangeable for, the Stock Consideration.

     3.5 Exchange of Certificates .

          (a)  Deposit of Merger Consideration .

               (i) Promptly after the Effective Time, HoldCo shall deposit with the Exchange Agent, for the benefit of the stockholders of LMI and UGC, (A) certificates or, at HoldCo’s option, evidence of shares in book entry form, representing shares of HoldCo Stock in such denominations as the Exchange Agent may reasonably specify and (B) cash, in each case as are issuable or payable, respectively, pursuant to this Article III in respect of shares of UGC Common Stock or shares of LMI Stock, as applicable, for which Certificates or Book-Entry Shares have been properly delivered to the Exchange Agent and cash to be paid in lieu of fractional shares. Such certificates (or evidence of book-entry form, as the case may be) for shares of HoldCo Stock and such cash so deposited, together with any dividends or distributions with respect thereto, are hereinafter referred to as the “ Exchange Fund ”.

               (ii) The Exchange Agent shall invest any cash deposited with the Exchange Agent by HoldCo as directed by HoldCo, provided that no such investment or losses thereon shall affect the Cash Consideration payable to holders of shares of UGC

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Common Stock entitled to receive such consideration or cash in lieu of fractional interests, and HoldCo and LMI shall promptly provide additional funds to the Exchange Agent for the benefit of holders of shares of UGC Common Stock entitled to receive such consideration in the net amount of any such losses. Any interest or income produced by such investments shall not be deemed part of the Exchange Fund and shall be payable to HoldCo or LMI, as HoldCo directs.

          (b)  Exchange Procedures .

               (i) As soon as reasonably practicable after the Effective Time, HoldCo shall cause to be mailed to (x) each record holder, as of the Effective Time, of shares of UGC Common Stock as to which a Deemed Stock Election is made (each holder a “ Deemed Stock Election Holder ”) and (y) each record holder, as of the Effective Time, of shares of LMI Stock (such holders, “ Former LMI Holders ” and such shares, “ Former LMI Shares ”)): (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder representing such shares of UGC Common Stock to which a Deemed Stock Election is made or Former LMI Shares, as the case may be, shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (B) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration therefor. Such letter of transmittal shall be in such form and have such other reasonable provisions as HoldCo may specify.

               (ii) (x) Each former stockholder of UGC who properly made a Cash Election or Stock Election shall be entitled to receive in exchange for such stockholder’s shares subject to the Cash Election or Stock Election: (A) the number of whole shares of HoldCo Series A Stock, if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, and such Certificates or Book-Entry Shares so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.5(g)) equal to (I) the aggregate amount of cash (including the Cash Consideration plus cash in lieu of fractional interests in shares of HoldCo Series A Stock to be paid pursuant to Section 3.5(d)), if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, plus (II) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.5(c); and (y) upon surrender by a Deemed Stock Election Holder to the Exchange Agent of a Certificate or Book-Entry Shares, as applicable, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such

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instructions, each Deemed Stock Election Holder shall be entitled to receive in exchange therefor: (A) the number of whole shares of HoldCo Series A Stock, if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, and such Certificates or Book-Entry Shares so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.5(g)) equal to (I) the amount of cash in lieu of fractional interests in shares of HoldCo Series A Stock to be paid pursuant to Section 3.5(d), if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, plus (II) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.5(c).

               (iii) Upon surrender by a Former LMI Holder to the Exchange Agent of a Certificate or Book-Entry Shares, as applicable, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, each Former LMI Holder shall be entitled to receive in exchange therefor: (A) the number of whole shares of HoldCo Stock into which such holder’s shares of LMI Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, and such Certificates or Book-Entry Shares so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.5(g)) equal to any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.5(c).

               (iv) If payment or issuance of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment or issuance that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment or issuance shall have paid to the Exchange Agent any transfer and other taxes required by reason of the payment or issuance of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Exchange Agent that such tax either has been paid or is not applicable. In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the shares of UGC Common Stock or LMI Stock, as the case may be, represented by the Certificate pursuant to this Article III.

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               (v) No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall, after the Effective Time, represent for all purposes only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article III, the issuance or payment of which (including any cash in lieu of fractional shares) shall be deemed to be the satisfaction in full of all rights pertaining to shares of UGC Common Stock converted in the UGC Merger and shares of LMI Stock converted in the LMI Merger.

               (vi) At the Effective Time, the stock transfer books of UGC and LMI shall be closed, and thereafter there shall be no further registration of transfers of shares of UGC Common Stock or LMI Stock, respectively, that were outstanding prior to the Effective Time. After the Effective Time, Certificates or Book-Entry Shares presented to UGC or LMI for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III.

          (c)  Distributions With Respect to Unexchanged Shares . No dividends or other distributions with respect to shares of HoldCo Stock issuable with respect to the shares of UGC Common Stock or LMI Stock shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares until those Certificates or Book-Entry Shares are surrendered as provided in this Article III. Upon surrender, there shall be issued and/or paid to the holder of the shares of HoldCo Stock issued in exchange therefor, without interest, (i) at the time of surrender, the dividends or other distributions payable with respect to those shares of HoldCo Stock with a record date on or after the date of the Effective Time and a payment date on or prior to the date of this surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to those shares of HoldCo Stock with a record date on or after the date of the Effective Time but with a payment date subsequent to surrender.

          (d)  No Fractional Shares . No certificates or scrip representing fractional shares of HoldCo Series A Stock shall be issued upon the surrender for exchange of Certificates or Book-Entry Shares evidencing UGC Common Stock, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of HoldCo. In lieu thereof, upon surrender of the applicable Certificates or Book-Entry Shares, HoldCo shall pay each holder of UGC Common Stock an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder (after taking into account all shares of UGC Common Stock held at the Effective Time by such holder that have been converted into the Stock Consideration) would otherwise be entitled, by (ii) the closing price on the Nasdaq for a share of LMI Series A Stock on the last trading day immediately preceding the Effective Time.

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          (e)  Termination of Exchange Fund . Any portion of the Exchange Fund that remains undistributed to the stockholders of UGC and LMI on the first anniversary of the Effective Time shall be delivered to HoldCo, upon demand by HoldCo, and any stockholders of UGC or LMI who have not theretofore complied with this Article III shall thereafter look only to HoldCo for payment of their claim for any part of the Merger Consideration, any cash in lieu of fractional shares of HoldCo Series A Stock and any dividends or distributions with respect to HoldCo Stock.

          (f)  No Liability . None of LMI, UGC or HoldCo shall be liable to any holder of shares of UGC Common Stock or LMI Stock for cash or shares of HoldCo Stock (or dividends or distributions with respect thereto) from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

          (g)  Withholding . HoldCo and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of UGC Common Stock or shares of LMI Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by HoldCo or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of UGC Common Stock or shares of LMI Stock in respect of which such deduction and withholding was made by HoldCo or the Exchange Agent.

     3.6 LMI Stock Options, Stock Appreciation Rights and Restricted Stock .

          (a)  LMI Stock Options . Each of the then outstanding stock options, if any, to purchase shares of any series of LMI Common Stock (each, a “ LMI Option ”) issued by LMI pursuant to any LMI Plan, and any non-plan options to acquire shares of any series of LMI Common Stock issued by LMI pursuant to an option agreement or otherwise issued by LMI, will, by virtue of the LMI Merger, and without any further action on the part of any holder thereof, be converted into an option (a “ Converted LMI Option ”) to purchase a number of shares of the same series of HoldCo Common Stock equal to the number of shares of such series of LMI Common Stock subject to such LMI Option at the Effective Time, at an exercis