AMENDED & RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

AMENDED & RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is
made as of December 8, 2006 (the "Effective Date"), by and between NTL
Incorporated, a Delaware corporation (the "Company"), and Bryan H. Hall
(the "Executive").

WHEREAS, on 3 March 2006, NTL Incorporated and Telewest Global, Inc.
effected a merger transaction (the "Merger"), structured as a reverse
acquisition, whereby Telewest Global, Inc. acquired NTL Incorporated and
both companies changed their names so that Telewest Global, Inc. became
"NTL Incorporated" and former NTL Incorporated became "NTL Holdings Inc."
("Old NTL");

WHEREAS, as a result of the Merger, Old NTL became a wholly owned
subsidiary of the Company and shares of Old NTL were converted into shares
of the Company, so that one share of common stock of Old NTL became two and
a half shares of the common stock of the Company after giving effect to the
Merger;

WHEREAS, the Executive has been employed as the Secretary and General
Counsel of Old NTL since June 15, 2004 and as Secretary and General Counsel
of the Company since the closing of the Merger on 3 March 2006, pursuant to
the terms of an Employment Agreement dated as of 28 May 2004 (the "Original
Agreement");

WHEREAS, the Company and the Executive each desire to amend and
restate the Original Agreement in its entirety to extend the Employment
Term, to provide for the assignment of this Agreement by Old NTL to the
Company, to provide for certain additional restricted stock grants and
stock option grants to the Executive and to provide for his continued
employment with the Company, which is now the parent entity of the group;

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 hereby acknowledged, the parties hereto agree as
follows:

1. Amendment. The Original Agreement is hereby amended and restated in
its entirety by this Agreement. The parties have agreed to assign the terms
of the Original Agreement, as amended and restated hereby, to the Company
from Old NTL and accordingly the term "Company" now refers to NTL
Incorporated, the ultimate parent entity. In connection with such
assignment, the parties acknowledge and agree 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 hereby releases and waives Old NTL from any and
all claims he may have against it as of the date hereof and acknowledges
that, from and after the date hereof, such claims shall be asserted solely
against the Company.

2. Employment Term.
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(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 January 15, 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. 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 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
of Directors of the Company (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.
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(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)
(pound)300,000 in respect of the period prior to September 12, 2006 and (y)
(pound)320,000 in respect of the period on and following September 12, 2006
(the "Base Salary"), which shall accrue on a daily basis. The Base Salary
shall be payable in accordance with normal payroll practices in effect from
time to time for senior management generally; provided, that (i)
(pound)6,000 of the Base Salary shall be paid each month to the Executive
in U.K. pounds sterling and (ii) the remainder of the Base Salary shall be
paid in the form of U.S. dollars (converted from U.K. pounds sterling to
U.S. dollars at a rate of $1.917 per (pound)1 (the "Exchange Rate"));
provided, that the Executive may elect during each calendar quarter to
adjust the portion of his monthly take-home pay in U.K. pounds sterling, or
U.S. dollars, as the case may be, at the exchange rate offered under the
Company's Exchange Rate Policy as 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.

(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 NTL Group Long Term
Incentive Plan.

(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.
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During the Employment Term, the Executive shall be eligible to receive
options to purchase common stock of the Company in addition 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 NTL
Incorporated 2006 Stock Incentive Plan (As Amended and Restated Effective
as of June 15, 2006) or successor plan. The Executive shall also
participate in the Company's long term incentive plans.

5. Benefits.
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(a) 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 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.

7. Termination; Severance.
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(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 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 Annual Cash 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 a Termination Without Cause or 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 3.

(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 January 15, 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 one-half of the Base
Salary. In the event that the Executive has not obtained subsequent
employment (as a common-law employee, as an independent contractor or in
any other capacity) by the end of the six-month period following the date
of termination pursuant to this Section 7(c), then, during each of the six
calendar months after such six-month period, the Company shall cause the
Executive to be paid additional severance pay equal to one-twelfth of the
Base Salary; provided, that the right to additional severance pay pursuant
to this sentence shall terminate as to any unpaid portion of such severance
pay when the Executive first obtains any such subsequent employment. In
addition, in connection with a termination of employment pursuant to this
Section 7(c), the Company shall cause the Executive to be paid a full
annual bonus for the Company's 2008 fiscal year, determined based on actual
satisfaction of any applicable performance goals during such fiscal year,
with such bonus to be paid promptly after the determination of the amount
thereof 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 Executive and his
family shall be entitled to continued medical benefits under (and in
accordance with the terms of) the Company's benefit plans for 1 year from
the date of termination.

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.

(ii) A "Termination Without Cause" means a termination of
the Executive's employment during the Employment Term by the Company other
than for Cause.

(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" for purposes of Section 409A of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder,
any severance payments to the Executive which are subject to Section 409A
shall not commence until six months from the date of his termination of
employment, and the first payment after such period shall include all prior
severance payments that would have been paid during such six month period
if Section 409A had not been applicable thereto.

(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 attached as Appendix E, including where
relevant a release of any statutory claims, and such release has become
irrevocable; provided, that the Executive shall not be required to release
any indemnification rights, rights to benefits, and any accrued rights
under this Agreement. The payments to be provided to the Executive pursuant
to this Section 7 upon termination of the Executive's employment shall
constitute the exclusive payments 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 severance or termination plan, program, policy or other
arrangement which has heretofore been or shall hereafter be established by
any member of the Company Affiliated Group.

(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 member of the Company
Affiliated Group. The Company shall cause the Executive to be reimbursed
for, or, at the Execut