3.1         A sum in lieu of (at the date of this agreement) 5 (five) days’ of accrued, but untaken holiday pro rata to the Termination Date.

3.2         £10,800 (ten thousand eight hundred pounds) in respect of car allowance payments that would have been paid to you during your notice period.

3.3         Subject to the rules of the pension scheme, to its registered status not being prejudiced and to such limits on (and other provisions relating to) contributions and benefits (and/ or the tax relief thereon) as apply from time to time in accordance with, as the Scheme may be, the Scheme’s own rules or the prevailing practice of HM Revenue & Customs or the provisions of the Finance Act 1984, the Company will procure that a payment of £14,850 (fourteen thousand and eight hundred and fifty pounds) is made to the trustees or managers of the pension scheme, to augment your benefits from it, in lieu of the Company’s contributions which would have otherwise been made on or after the Termination Date in respect of your membership of it.  At the Termination Date, you will receive £47,350 (forty seven thousand three hundred and fifty pounds) (being the Company’s pension contributions in excess of the salary cap) paid in cash, to the extent that you have not already elected by notice in writing that the whole or part of that amount shall be paid by the Company into the scheme.  Any payment into the Scheme by the Company hereunder is conditional upon and subject to you making payment to the scheme of £18,562.50 (eighteen thousand and five hundred and sixty two pounds and 50 pence) in respect of your the pension contributions you would otherwise have made during the notice period.

3.4         £360,500 (three hundred and sixty thousand and five hundred pounds) representing the salary that would have been paid to you during your notice period.

3.5         All payments under paragraphs 3.1-3.4 above will be paid into the bank account into which your salary is normally paid on the next available payroll run in April following the Termination Date and after your Form P45 has been issued.

4.        The Company further agrees to pay you by way of compensation for the termination of your employment and you agree to accept the sum of £103,990.38 (one hundred and three thousand and nine hundred and ninety pounds and 38 pence). This payment will be paid into the bank account into which your salary is normally paid on the next available payroll run in April following the Termination Date and after the issue of your Form P45.  The first £30,000 (thirty thousand pounds) of the monies paid under this paragraph will be paid without deduction of tax or national insurance. The Company will deduct tax at the basic rate from the balance of any payment over £30,000 (thirty thousand pounds) and pay this to HMRC. This payment will be made subject to the Company’s receipt of this Agreement signed by you and your independent adviser by the Termination Date.  Other than the tax and national insurance to be deducted by the Company, you will indemnify the Company in respect of any further income tax or employee’s national insurance and in respect of any interest and/or any penalties thereon for which the Company has to account to HMRC) in respect of this payment or the other payments to be made or benefits provided to you

under this Agreement (save where such interest and/or penalties result directly from any delay on the part of the Company or are in respect of income tax or employee’s national insurance contributions already deducted at source by the Company).  However, it is agreed that no such payment of income tax, employee’s national insurance contributions, interest or penalty will be made to HMRC without particulars of the relevant assessments or demands and of any proposed payment being sent to you promptly at the above address.  The Company shall at your request take such steps as you reasonably request (including at your expense) appealing the same to contest any such assessment or demand and give you all reasonable co-operation in connection therewith.

5         The Company will maintain private medical and dental insurance on the same terms on which you and your family currently enjoy these benefits subject to the rules of the scheme for a period of twelve months from the Termination Date or until the date on which you take up full time employment with another employer whichever is earlier.

6         The Company will make a pro-rated payment of bonus in respect of the bonus year in which termination takes place (“the Relevant Bonus Year”).  This will be pro-rated to reflect the period of the Relevant Bonus Year from its commencement until the Termination Date.  The payment will be made at the same time as bonus payments are made generally in respect of the Relevant Bonus Year (which is usually in the March following the end of a bonus calendar year) and the pro rata bonus will be determined fairly and in good faith applying as appropriate the established financial performance criteria which relate to you and your peers, but subject always to the terms applicable to the relevant bonus scheme (except any which would normally preclude your entitlement to a pro rata bonus).

7         The Company confirms that you will be treated as a Good Leaver terminated by virtue of redundancy in relation to the vesting of any share options, restricted stock and long-term incentive plan (“LTIP”) entitlements and that it will make or procure the making of recommendations to the Compensation Committee in respect of its exercise of its discretion to permit you to benefit from any such vesting which would have occurred, and the additional period you would have had for exercise of options, if you had remained employed for a further 12 months (your current notice entitlement) and that such recommendations shall be fair and reasonable in all the circumstances (although for the avoidance of doubt the Compensation Committee shall not be bound to follow those recommendations). For the avoidance of doubt the Company agrees that the third and final tranche of your Restricted Stock due to vest on 1 January 2009 will vest subject to the achievement of any applicable performance criteria and the terms of such Restricted Stock.

8         You authorise the Company to deduct any sums due to the Company from you from the monies payable under this Agreement.

9         You should submit your final expenses claim, if any, made up to the Termination Date within 14 days of the Termination Date.  You will be reimbursed for all expenses reasonably incurred by you in the proper performance of your duties in accordance with normal Company guidelines.

10       You confirm that you will return by the Termination Date to the Company; all books, documents, papers, computer discs and other media (including

copies), credit cards, keys, computers, mobile telephones and all other property in whatever format belonging to or relating to the business of the Company or any Group Company or any of their suppliers, agents or clients.  You further confirm you will immediately delete on the Termination Date from the hard disk of any personal computer used by you (except computers in the Company’s ownership, possession or control) all documents and information belonging to, obtained from, or prepared for the Company or any Group Company or any of their respective customers or clients.

11       Protection of the Company’s business interests:

11.1         You acknowledge that following termination of your employment you will be in a position to compete unfairly with the Telewest Group as a result of the confidential information, trade secrets and knowledge about the business, operations, customers, suppliers and employees of the Telewest Group you have acquired and through the connections that you have developed at the expense of the Telewest Group.  You agree to enter into the restrictions in this Clause 11 for the purpose of protecting the Telewest Group’s legitimate business interests and in particular the confidential information, goodwill and the stable trained workforce of the Telewest Group.

11.2         You shall not during the Restricted Period without the prior written consent of the Company (such consent not to be unreasonably withheld) work for or with:

11.2.1               any Competing Business in the United Kingdom; or

11.2.2               any person or business that is contemplating, intending or making an offer to acquire an interest in the shares or business of any Group Company, or any part of it, directly or indirectly, or in any business that might be assisting, advising or financing such business in such offer.

In this Clause 11.2, to “work for or with” means to set up, carry on, be employed in, provide services to, be associated with, or be engaged or interested in (whether as a director, employee, principal, agent or otherwise), provided that nothing in this Clause 11.2 shall restrict you from owning up to 3% of the lis