Exhibit
10.2


 


Mr. Charles Gallagher


[ADDRESS INTENTIONALLY
REMOVED]


 


June 3, 2008


 


 


Dear Charles,


 


Reference is made to your Employment Agreement dated
as of December 18, 2007 with Virgin Media Inc. (the “Agreement”).  Terms used but not defined in this letter
shall have the meaning of such terms as defined in the Agreement.


 


The terms of the Agreement will remain in effect in
all respects, except as follows:


 


	
  ·

  	
  Term. Pursuant to Section 2 of
  the Agreement, the Company hereby notifies you of its intention to extend the
  Employment Term of the Agreement for an additional six months through to
  December 31, 2008. (We note that the performance criteria for the extended
  term are yet to be established by the Compensation Committee.)

  
	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  Allowance. In light of the fact that the
  Company does not at this time have a chief financial officer, you are
  presently the Company’s senior financial officer and you have agreed to act
  as the principal financial officer for SEC reporting purposes while a search
  for a chief financial officer is pending.Accordingly,
  Section 3(a) of the Agreement is hereby amended so that in addition
  to the Base Salary paid to you under the Agreement, the Company will pay you
  in the monthly payroll an additional monthly allowance paid at the rate of
  £80,000 per annum (pro rata for the period), effective from April 1,
  2008 and payable during the term of your employment for only so long as you
  are the Company’s principal financial officer. 

  
	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  Bonus. From and after July 1,
  2008, in the event that the Employment Term is terminated for any reason
  (other than for Cause), the Company agrees to pro rate any cash bonus amount
  payable during the Second Term pursuant to Section 3(b) of the
  Agreement; provided that the Compensation Committee of the Board have
  determined that the Second Term Performance Conditions were met during such
  period (taking into account the early termination).

  



 


You will be entitled to receive, after July 1,
2008, subject to the terms and conditions set forth in the Agreement, as a
result of the extension of the term, vesting of 50% of the stock options
granted to you pursuant to the Agreement (62,500 options) on December 31,
2008.


 


This letter shall be governed by and construed in
accordance with the internal laws of the State of New York (without regard, to
the extent permitted by Law, to any conflict of law rules which might
result in the application of laws of any other jurisdiction).


 

















 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VIRGIN MEDIA INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  : /s/ Bryan H. Hall

  
	
   

  	
   

  	
  Name:

  	
  Bryan H. Hall

  
	
   

  	
   

  	
  Title:

  	
  Secretary and General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AGREED &
  ACCEPTED:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
     /s/
  Charles K. Gallagher

  
	
   

  	
   

  	
  Charles
  Gallagher