WHEREAS the parties intend that (i) the Executive will reside in the United Kingdom and perform duties on behalf of the consolidated enterprise as its General Counsel while present in the United Kingdom, particularly with regard to the U.K. business, and (ii) he will travel to the United States where he will perform duties on behalf of the Company as its General Counsel, in each case upon the terms and conditions of this Agreement; and

WHEREAS, the Executive wishes to accept such employment and to render services to the Company on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1.             Amendment .  The Original Agreement is hereby amended and restated in its entirety by this Agreement. The parties previously agreed to assign the terms of the Original Agreement, as amended and restated in the Extension, to the Company from Old NTL and accordingly the term “Company” refers to Virgin Media Inc. (f/k/a NTL Incorporated), the ultimate parent entity.  In connection with such assignment, the parties previously agreed that (i) all rights of Old NTL under the Original Agreement are now rights of the Company under this Agreement and shall be enforceable against the Executive solely by the Company, (ii) all rights of the Executive under the Original Agreement shall be enforceable by the Executive solely against the Company, (iii) all obligations of Old NTL under the Original Agreement are now obligations of the Company under this Agreement and shall be enforceable by the Executive solely against the Company and (iv) all obligations of the Executive under the Original Agreement shall be enforceable against the Executive solely by the Company.  The Executive previously released and waived Old NTL from any and all claims he may have had against it as

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of the date of the Extension and acknowledged that, from and after the date thereof, such claims shall be asserted solely against the Company. This Agreement shall be effective as of the Effective Date.

2.              Employment Term .

(a)            The term of the Executive’s employment pursuant to this Agreement (the “ Employment Term ”) shall commence as of the Effective Date and shall end on December 31, 2009, unless the Employment Term terminates earlier pursuant to Section 7 of this Agreement.  The Employment Term may be extended by mutual agreement of the Company and the Executive.

(b)            Title; Duties .  During the Employment Term, the Executive shall serve the Company as its General Counsel and, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position.  In his capacity as General Counsel, the Executive shall report to the Chief Executive Officer of the Company and shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “ Board ”) and normal and customary for this position. During the Employment Term, the Executive shall be based in the United Kingdom but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder.

During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s duties hereunder and will not, without the prior written approval of the Chief Executive Officer of the Company, engage in any other business activity which interferes in any material respect with the performance of the Executive’s duties hereunder or which is in violation of written policies established from time to time by

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the Company.  Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board, as a non-executive director, trustee or member of a committee of any for-profit organizations; (ii) engaging in charitable and community activities (including pro bono legal services); and (iii) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) (i), (ii) and (iii) of this Section 2(b)  do not interfere in any material respect with the performance of the Executive’s duties hereunder.

3.              Monetary Remuneration .

(a)            Base Salary .  During the Employment Term, in consideration of the performance by the Executive of the Executive’s obligations hereunder to the Company and its parents, subsidiaries, associated and affiliated companies and joint ventures (collectively, the “ Company Affiliated Group ”) in any capacity (including any services as an officer, director, employee, member of any Board committee or management committee or otherwise), the Company shall cause to be paid to the Executive an annual salary of (x) £300,000 in respect of the period prior to September 12, 2006; (y) £320,000 in respect of the period on and following September 12, 2006; and (z) £375,000 in respect of the period on and following July 1, 2008, subject to any increase through “pay review” or otherwise for calendar year 2009 as may be offered by the Company in its sole discretion (the “ Base Salary ”).  The Base Salary shall be payable in accordance with normal payroll practices in effect from time to time for senior

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management generally; provided , that the Executive may elect to receive all or any portion of the Base Salary or other cash payments in U.S. dollars, subject to the Company’s Exchange Rate Policy in effect from time to time. The Executive shall receive no additional compensation for services that he provides to the Company Affiliated Group other than as set forth in this Agreement or as may otherwise be agreed in writing.

(b)            Annual Cash Bonus .  During each fiscal year of the Company that the Employment Term is in effect, the Executive shall be eligible to earn a cash bonus, paid in U.S. dollars, in the sole discretion of the Board of (at target) 75%, but subject to a maximum of 150%, of Base Salary (prorated for any partial fiscal year) (the “ Annual Cash Bonus ”); provided , that, for purposes of determining the percentage of Base Salary as to which the Annual Cash Bonus is measured, the Base Salary shall be determined as if the Executive had elected to be paid entirely in U.S. dollars; and provided , further , that the Executive may elect prior to the payment of the Annual Cash Bonus to convert all or any portion of the Annual Cash Bonus into U.K. pounds sterling at the exchange rate offered under the Company’s Exchange Rate Policy as in effect from time to time.  In addition, the Company shall cause the Executive to participate in the Virgin Media Long Term Incentive Plan (“ LTIP ”). The Executive shall be entitled to a Bonus for the calendar year of 2009 if any Bonus would otherwise have been paid to him had he been employed in the 2010 calendar year, subject to prorating and to being paid at the same time that the Annual Cash Bonus is made to participants generally.  In addition, if the Executive remains employed through December 31, 2009, he shall be entitled to any LTIP payment with respect to the 2007-2009 LTIP and 2008-2010 LTIP but not the 2009-2011 LTIP in the case of the 2008-2010 LTIP, subject to prorating and to being paid at the same time that the LTIP payment is made to participants generally.

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(c)            Expatriate Package .  During the Employment Term and for any period during which the Executive is required by the Company to live in the United Kingdom, the Executive and his family shall have the right to receive the benefits of the Company’s standard expatriate benefits package (as applied to comparable United States expatriate employees of the Company), but in any event such benefits will be consistent with the terms set forth in Appendix A .  Tax equalization shall be consistent with existing Company Tax Equalization Policy, attached as Appendix B and incorporated herein by reference.

4.              Equity-Based Compensation .

During the Employment Term, the Executive shall be eligible to receive options to purchase common stock of the Company in addition to being entitled to the options described in Appendix C at such exercise prices, schedules as to exercisability and other terms and conditions as determined in the sole discretion of the Board or its Compensation Committee under the Virgin Media Inc. 2006 Stock Incentive Plan or any successor plan.

5.              Benefits .

(a)            General.     During the Employment Term, the Executive shall be entitled to participate in all of the employee benefit plans, programs, policies and arrangements (including fringe benefit and executive perquisite programs and policies) made available by the Company Affiliate Group to, or for the benefit of, its executive officers in accordance with the terms thereof as they may be in effect from time to time, in so far as such benefits are capable of being provided in the United Kingdom.

(b)            Reimbursement of Expenses .  During the Employment Term, the Company shall cause the Executive to be reimbursed for all reasonable business expenses incurred by the Executive in carrying out the Executive’s duties, services and responsibilities

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under this Agreement, and reasonable expenses incurred in connection with maintaining admission to practice in the State of New York, so long as the Executive complies with the general procedures of the Company Affiliated Group for submission of expense reports, receipts or similar documentation of such expenses applicable to senior management generally.

6.              Vacations .  For each whole and partial calendar year during the Employment Term, the Executive shall be entitled in addition to public and statutory holidays to 28 days of paid vacation (prorated for any partial calendar year), to be credited and taken in accordance with the Company’s policy as in effect from time to time for its similarly situated executives. In the calendar year 2009, the Executive shall also be entitled to a vacation for the month of February.

7.              Termination; Severance .

(a)            Termination of Employment .  The Company may terminate the employment of the Executive in a Termination Without Cause upon 30 days’ written notice to the Executive.  The Company may (at its discretion) at any time following the giving of such notice (but not exceeding the length of the notice given) cease to provide work for the Executive in which event during such notice period the other provisions of this Agreement shall continue to have full force and effect but the Executive shall not be entitled to access to any premises of the Company or any member of the Company Affiliated Group.  In addition, the employment of the Executive shall automatically terminate as of the date on which the Executive dies or is Disabled.  For the purposes of this Agreement, the Executive shall be “ Disabled ” as of any date if, as of such date, the Executive has been unable, due to physical or mental incapacity, to substantially perform the Executive’s duties, services and responsibilities hereunder either for a period of at least 180 consecutive days or for at least 270 days in any consecutive 365-day period, whichever

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may be applicable.  Upon termination of the Executive’s employment during the Employment Term because the Executive dies or is Disabled, the Company shall cause the Executive (or the Executive’s estate, if applicable) to be provided with death or disability benefits (as applicable) pursuant to the plans, programs, policies and arrangements of the Company Affiliated Group as are then in effect with respect to executive officers.  In addition, upon any termination of the Executive’s employment during the Employment Term, the Company shall cause the Executive to be paid any earned but unpaid portion of the Base Salary and other than in connection with a termination pursuant to Section 7(d) , to be paid, in accordance with the Company’s bonus policy then in effect, the Annual Cash Bonus (if any) on or about March 2009 with respect to the 2008 fiscal year or on or about March 2010 with respect to the 2009 fiscal year, as applicable. The Company’s bonus policy may affect the timing of any payment, the proration factor and may provide for non payment of the bonus. Immediately following termination of the Executive’s employment for any reason, the Employment Term shall terminate.

(b)            Termination Without Cause; Constructive Termination Without Cause .  Upon (x) a Termination Without Cause or (y) a Constructive Termination Without Cause, the Company shall, as soon as practicable following the Executive’s execution and delivery to the Company of the general release of claims set forth in Section 7(g)  and, following the expiration of any applicable revocation period, cause the Executive to be paid a lump-sum severance payment of cash equal to the product of the Base Salary times 2, except that (I) prior to January 1, 2009, for any termination under clause (x) or (y) or (II) in connection with a Constructive Termination Without Cause occurring in connection with a Change in Control (as defined under clause (F) of the definition of Constructive Termination Without Cause) after January 1, 2009, it shall be Base Salary times 3.

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(c)           Termination upon Non-Renewal of the Employment Term .  Unless the parties hereto agree otherwise, the Employment Term and the Executive’s employment with the Company shall end on December 31, 2009.  In connection with such termination of employment, the Company shall, as soon as practicable following the Executive’s execution and delivery to the Company of the general release set forth in Section 7(g)  and following the expiration of any applicable revocation period, cause the Executive to be paid a lump-sum severance payment of cash equal to the Base Salary then in effect.  In addition, in connection with a termination of employment pursuant to this Section 7(c) , the Company shall cause the Executive to be paid the Annual Cash Bonus for the Company’s 2009 fiscal year, the 2007-2009 LTIP and the 2008-2010 LTIP (pro-rated), determined based on actual satisfaction of any applicable performance goals during such fiscal year, with such bonus to be paid when paid to the other participants in the scheme and without application of any mandatory deferral provisions or continued employment requirements.

(d)           Upon a termination of the Executive’s employment during the Employment Term by the Company for Cause, or upon termination by the Executive with 30 days’ written notice given to the Company (other than a Constructive Termination Without Cause), the Executive shall be entitled to earned but unpaid Base Salary and benefits through the date of termination, and the Executive shall not be entitled to any other payments or benefits.

(e)           Upon any termination of the Executive’s employment during the Employment Term other than by the Company for Cause, the Company shall pay for the continued medical benefits for the Executive and his family under (and in accordance with the terms of) COBRA for a period of twelve (12) months following such termination; for the

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avoidance of doubt this provision applies upon a termination pursuant to Section 7(c)  hereof.  The Executive shall pay for the remaining COBRA entitlement period.

For purposes of this Agreement:

(i)            A “ Constructive Termination Without Cause ” means a termination of the Executive’s employment during the Employment Term by the Executive following the occurrence of any of the following events without the Executive’s prior consent: (A) failure by the Company to continue the Executive as the General Counsel (excluding a promotion); (B) any material diminution in the Executive’s working conditions or authority, responsibilities or authorities; (C) assignment to the Executive of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with his position as set forth herein; (D) any materially adverse change in the reporting structure applicable to the Executive (but not including a change in the person filling the position to which the Executive reports); (E) the failure of the Company to maintain commercially reasonable directors’ and officers’ liability insurance; or (F) a Change in Control occurs and the Executive is terminated in a Termination Without Cause during the period commencing on the date of the Change in Control and ending on the first anniversary thereof.  For purposes of this Agreement, a “ Change in Control ” is defined in Appendix D , and incorporated by reference.  The Executive shall give the Company 10 days’ notice of the Executive’s intention to terminate the Executive’s employment and claim that a Constructive Termination Without Cause (as defined in (A), (B), (C), (D), (E) or (F) above) has occurred, and such notice shall describe the facts and circumstances in support of such claim in reasonable detail.  The Company shall have 10 days thereafter to cure such facts and circumstances if possible.

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(ii)           A “ Termination Without Cause ” means a termination of the Executive’s employment during the Employment Term by the Company other than for Cause or by reason of the Executive being Disabled.

(iii)          “ Cause ” means (x) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or to any crime involving fraud, embezzlement or breach of trust; (y) the willful or continued failure of the Executive to perform the Executive’s duties hereunder (other than as a result of physical or mental illness); or (z) in carrying out the Executive’s duties hereunder, the Executive has engaged in conduct that constitutes gross neglect or willful misconduct, unless the Executive believed in good faith that such conduct was in, or not opposed to, the best interests of the Company and each member of the Company Affiliated Group.  The Company shall give the Executive 10 days’ notice of the Company’s intention to terminate the Executive’s employment and claim that facts and circumstances constituting Cause exist, and such notice shall describe the facts and circumstances in support of such claim.  The Executive shall have 10 days thereafter to cure such facts and circumstances if possible.  If the Board reasonably concludes that the Executive has not cured such facts or circumstances within such time, Cause shall not be deemed to have been established unless and until the Executive has received a hearing before the Board (if promptly requested by the Executive) and a majority of the Board within 10 days of the date of such hearing (if so requested) reasonably confirms the existence of Cause and the termination of the Executive therefor.

(f)            Effect of Section 409A of the Internal Revenue Code .  If the Executive is a “specified employee” on the date of termination of the Executive’s employment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations there under, notwithstanding any provision of the Agreement relating to the

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timing of payments to the Executive hereunder, if Section 409A would cause the imposition of the additional tax under Section 409A if paid as provided in Section 7 of the Agreement, then such payment shall be paid upon the day following the six-month anniversary of the date of termination. For purposes of this Agreement, “ Specified Employee ” shall mean a “specified employee” within the meaning of Code section 409A(a)(2)(B)(i), as determined by the Company’s Compensation Committee.

(g)           Release; Full Satisfaction .  Notwithstanding any other provision of this Agreement, no severance pay shall become payable under this Agreement unless and until the Executive and the Company execute the general release of claims in form and manner reasonably satisfactory to the Company and substantially similar to Appendix E , and such release has become irrevocable (it being the intention of the parties that the Executive provide the Company with a complete release of any and all claims as a condition to the receipt of the severance pay under this Agreement); provided , that the Executive shall not be required to release any indemnification rights, rights to accrued benefits under the Company’s employee benefit plans, or rights to future payments or benefits under this Agreement.  The payment of severance pay to be provided to the Executive pursuant to this Section upon termination of the Executive’s employment shall constitute the exclusive payment in the nature of severance or termination pay or salary continuation which shall be due to the Executive upon a termination of employment and shall be in lieu of any other such payments under any plan, program, policy or other arrangement which has heretofore been or shall hereafter be established by any member of the Company Affiliated Group and shall be in respect of any such claims or payments due or arising from any benefits, rights or entitlements in any jurisdiction.

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(h)                                  Resignation .  Upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have resigned from all positions with any member of the Company Affiliated Group, as applicable.

(i)                                      Cooperation Following Termination .  Following termination of the Executive’s employment for any reason, the Executive agrees to reasonably cooperate with the Company upon the reasonable request of the Board and to be reasonably available to the Company with respect to matters arising out of the Executive’s services to any