Exhibit 10.47

NTL INCORPORATED

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, made as of the 6th day of May, 2004 (the “Grant Date”), between NTL Incorporated, a Delaware corporation (the “Company”), and Robert Gale (the “Grantee”).

WHEREAS, the Company wishes to grant to the Grantee, and the Grantee wishes to accept from the Company, shares of common stock of the Company, par value $0.01 per share (the “Restricted Stock”), to be granted under and subject to the Amended and Restated NTL 2004 Stock Incentive Plan (the “Plan”);

NOW, THEREFORE, the parties hereto agree as follows:

1.             Grant of Stock .

The Company hereby grants to the Grantee, and the Grantee hereby accepts from the Company, 11,500 shares of Restricted Stock on the terms and conditions set forth in this Agreement.  This Agreement is also subject to the terms and conditions set forth in the Plan.  Captialized terms used but not defined herein shall have the meanings set forth in the Plan.

2.             Rights of Grantee .

Except as otherwise provided in this Agreement, the Grantee shall be entitled, at all times on and after the Grant Date, to exercise all the rights of a stockholder with respect to the shares of Restricted Stock (whether or not the restrictions thereon shall have lapsed), including the right to vote the shares of Restricted Stock and the right, subject to Section 6 hereof, to receive dividends thereon.  Notwithstanding the foregoing, prior to an applicable Lapse Date (as defined below), the Grantee shall not be entitled to transfer, sell, pledge, hypothecate, assign, or otherwise dispose of or encumber, the shares of Restricted Stock subject to such Lapse Date (collectively, the “Transfer Restrictions”).

3.             Vesting and Lapse of Transfer Restrictions .

The Transfer Restrictions on the Restricted Stock shall lapse and the Restricted Stock granted hereunder shall vest as follows:

(i)                                      as to 2,300 shares on the Grant Date;

(ii)                                   as to an additional 2,300 shares on the first anniversary of the Grant Date;

(iii)                                as to an additional 2,300 shares on the second anniversary of the Grant Date;

(iv)                               as to an additional 2,300 shares on the third anniversary of the Grant Date; and

(v)                                  as to an additional 2,300 shares on the fourth anniversary of the Grant Date (each such vesting date, a “Lapse Date”).

4.             Escrow and Delivery of Shares .

4.1.                               Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Grantee or the Grantee’s estate as set forth in Section 4.2 hereof, subject to the Grantee’s delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Grantee or the Grantee’s estate.

4.2.                               (a)           Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the Grantee as soon as practicable following the applicable Lapse Date, provided that the Grantee has satisfied all applicable withholding requirements with respect to the Restricted Stock.

(b)           The Grantee may receive, hold, sell, or otherwise dispose of those shares delivere