LIBERTY GLOBAL, INC. 2005 NONEMPLOYEE DIRECTOR INCENTIVE PLAN RESTRICTED SHARE UNITS AGREEMENT

Exhibit 10.4

[Series A]

LIBERTY GLOBAL, INC.
2005 NONEMPLOYEE DIRECTOR INCENTIVE PLAN

RESTRICTED SHARE UNITS AGREEMENT

     THIS RESTRICTED SHARE UNITS AGREEMENT (“Agreement”) is made as of ___, 200       (the “Effective Date”), by and between LIBERTY GLOBAL, INC., a Delaware corporation (the “Company”), and the individual whose name, address, and social security/payroll number appear on the signature page hereto (the “Grantee”).

     The Company has adopted the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan, as amended and restated (the “Plan”), a copy of which is attached to this Agreement as Exhibit A and by this reference made a part hereof, for the benefit of eligible Nonemployee Directors of the Company. Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan.

     Pursuant to the Plan, the Board has determined that it would be in the best interest of the Company and its stockholders to award restricted share units to Grantee, subject to the conditions and restrictions set forth herein and in the Plan, in order to provide Grantee additional remuneration for services rendered as a nonemployee director and to increase Grantee’s personal interest in the success and progress of the Company.

     The Company and Grantee therefore agree as follows:

      1. Definitions . The following terms, when used in this Agreement, have the following meanings:

          “Annual Meeting Date” means the date on which the annual meeting of the stockholders of the Company at which directors are elected in accordance with Delaware law is held in any calendar year.

          “Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado, are required or authorized to be closed.

          “Cause” has the meaning specified for “cause” in Section 10.2(b) of the Plan.

          “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

          “Company” has the meaning specified in the preamble to this Agreement.

          “Direct Registration System” means the book-entry registration system maintained by the Company’s stock transfer agent, pursuant to which shares of LBTYA are held in non-certificated form for the benefit of the registered holder thereof.

          “Effective Date” has the meaning specified in the preamble to this Agreement.

          “Grantee” has the meaning specified in the preamble to this Agreement.

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

          “Plan” has the meaning specified in the recitals to this Agreement.

          “Required Withholding Amount” has the meaning specified in Section 14 of this Agreement.

          “Restricted Share Units” has the meaning specified in Section 2 of this Agreement. Restricted Share Units represent an Award of Restricted Shares that provides for the shares of Common Stock subject to the Award to be issued at or following the end of the Restriction Period within the meaning of Article VIII of the Plan.

          “RSU Dividend Equivalents” means, to the extent specified by the Board only, an amount equal to all dividends and other distributions (or the economic equivalent thereof) which are payable to stockholders of record during the Restriction Period on a like number and kind of shares of Common Stock as the shares represented by the Restricted Share Units.

      2. Grant of Restricted Share Units. Subject to the terms and conditions herein, pursuant to the Plan, the Company grants to the Grantee effective as of the Effective Date the number of restricted share units set forth on the signature page hereto (the “Restricted Share Units”), each representing the right to receive one share of LBTYA subject to the conditions and restrictions set forth below and in the Plan.

      3. Settlement of Restricted Share Units . Settlement of Restricted Share Units that vest in accordance with Section 5 or 6 of this Agreement or Section 10.1(b) of the Plan shall be made as soon as administratively practicable after vesting, but in no event later than March 15 of the calendar year immediately following the calendar year in which vesting occurs, in the form of shares of LBTYA, together with any related RSU Dividend Equivalents, in accordance with Section 7.

      4. Stockholder Rights; RSU Dividend Equivalents . The Grantee shall have no rights of a stockholder with respect to any shares of LBTYA represented by any Restricted Share Units unless and until such time as shares of LBTYA represented by vested Restricted Share Units have been delivered to the Grantee in accordance with Section 7. Grantee will have no right to receive, or otherwise with respect to, any RSU Dividend Equivalents until such time, if ever, as the Restricted Share Units to which such RSU Dividend Equivalents relate shall have become vested and, if vesting does not occur, the related RSU Dividend Equivalents will be forfeited. RSU Dividend Equivalents shall not bear interest or be segregated in a separate account. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting of any portion of the RSU Dividend Equivalents (the “Vested RSU Dividend Equivalents”). The settlement of any Vested RSU Dividend Equivalents shall be made as soon as administratively practicable after the accelerated vesting date, but in no event later than March 15 of the following calendar year.

      5. Vesting. Unless the Board otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan and subject to the last sentence of this Section 5, the Restricted Share Units shall become vested, and the restrictions with respect thereto shall lapse, on the Annual Meeting Date first following the Effective Date (such date being a Vesting Date within the meaning of the Plan). On the Vesting Date, and the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the related Restricted Share Units shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which Grantee would otherwise vest on the Vesting Date if Grantee’s service as a Nonemployee Director terminates, or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred, at any time after the Effective Date and prior to the Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6).

      6. Early Vesting or Forfeiture.

          (a) Unless otherwise determined by the Board in its sole discretion:

          (b) Upon forfeiture of any unvested Restricted Share Units and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and Grantee will cease to have any rights with respect thereto.

      7. Delivery by Company. As soon as practicable after the vesting of Restricted Share Units and any related Unpaid RSU Dividend Equivalents pursuant to Section 5 or 6 hereof or Section 10.1(b) of the Plan, and subject to the withholding referred to in Section 13 of this Agreement, the Company will deliver or cause to be delivered to or at the direction of Grantee (i) (a) a certificate or certificates issued in Grantee’s names for the shares of LBTYA represented by such vested Restricted Share Units, (b) a statement of holdings reflecting that the shares of LBTYA represented by such vested Restricted Share Units are held through the Direct Registration Statement, or (c) a confirmation of deposit of such vested Restricted Share Units, in book-entry form, into the broker’s account designated by Grantee, (ii) any securities constituting any related vested Unpaid RSU Dividend Equivalents by any applicable method specified in clause (i) above, and (iii) any cash payment constituting related vested Unpaid RSU Dividend Equivalents. Any delivery of securities will be deemed effected for all purposes when (1) a certificate representing or statement of holdings r