Exhibit 10.2


 


26 February 2009


 


Malcolm
Wall


[ADDRESS
INTENTIONALLY OMITTED]


 


WITHOUT
PREJUDICE & SUBJECT TO CONTRACT


 


Dear
Malcolm,


 


Compromise
Agreement


 


I refer
to our discussions concerning the termination of your employment with Telewest
Communications Group Limited (“the Company”) by reason of redundancy.  The purpose of this Agreement is to set out
the terms which the Company is prepared to offer you and which are as follows:


 


1        Your employment with the Company will terminate on 5th April 2009
(“the Termination Date”).


 


2.1     Until the Termination Date you will
continue to perform and observe your current duties and obligations under  your Contract of Employment and  such other duties and/or directions  as the Company reasonably requests (having
regard to your contractual role status and responsibilities.


 


2.2     In the event that during the
period from the date hereof up to the Termination Date (“the Interim”) you are
found guilty of gross misconduct entitling the Company to terminate your
employment without notice and without payment in lieu of notice (“Justification”),
this Agreement shall thereupon cease to have effect.


 


2.3     In the event that during the Interim the
Company terminates your employment without Justification the Company shall pay
you a sum equivalent to the value of the salary and benefits you would have
received during the Interim and pay and provide the payments and benefits due
to you hereunder on and after the Termination Date.


 


3        Subject to paragraph 2.2 above, on the next
available payroll run in April after the Termination Date the Company will
pay to you all outstanding payments owed to you in respect of your basic salary
and other contractual benefits up to and including the Termination Date (less
income tax and employee’s national insurance and your pension contributions).


 


Subject to the Company’s receipt of this Agreement
signed by you and your independent advisor by the Termination Date, you will
also be paid the following payments less any tax and national insurance and
pension contributions:


 

















 


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 listed shares of any public
company whose shares are quoted on any recognised stock exchange.


 


11.3         You shall not during the Restricted Period
without the prior written consent of the Company (such consent not to be
unreasonably withheld):


 


11.3.1              solicit or entice
away, or attempt to entice away from the Telewest Group any Restricted Employee
(as defined below);


 


11.3.2              employ, offer to
employ or enter into partnership with any Restricted Employee


 


in connection with
or on behalf of any Competing Business.


 

















 


11.4        In this Clause 11 the following words and
phrases shall have the following meanings:


 


“Restricted
Period” means a period of twelve months after the Termination Date.


 


“Restricted Business”
means any part of the business of the Telewest Group which:


 


(a)        was carried on at any time during the six
months immediately prior to the Termination Date; or


 


(b)       is to your knowledge to be carried out at
any time during the six months immediately following the Termination Date;


 


and which you were materially concerned
with or had management responsibility for (or had substantial confidential
information regarding) at any time during the period of 12 months immediately
prior to the Termination Date;


 


“Competing Business”
means any business which is (or is intended to be) competitive with the Restricted
Business;


 


“Restricted Employee”
means anyone who was a senior employee of the Telewest Group at the Termination
Date who you managed (directly or indirectly) or otherwise worked with on a
regular basis at any time during the 12 months preceding the Termination
Date.  For these purposes a “senior
employee” means an employee of the Telewest Group who (i) was of Telewest
management grade 3 or higher (or the equivalent under any grading structure in
place at the date of the termination of your employment) and/or (ii) was
working in any research, technical, IT, financial, marketing or sales function
or other managerial role.  For the
avoidance of doubt, anyone who was employed solely in an administrative,
clerical, manual or secretarial capacity shall not be considered to be a senior
employee;


 


“Telewest Group”
means the Company, Telewest Communications Networks Limited (a company
registered in England with registered number 03071086) and all subsidiaries of
Telewest Communications Networks Limited (where ‘subsidiaries’ has the meaning
attributed to it in section 736 of the Companies Act 1985);


 


For the purposes of this Clause only “Group Company” means any company within the
Telewest Group;


 


“person” means
an individual, corporation, limited or unlimited liability company, general or
limited partnership, trust, unincorporated association, joint venture,
joint-stock company, government, governmental authority or agency or any other
legal entity.


 


11.5        The restrictions contained in this Clause
11 are considered by the parties to be reasonable in all the
circumstances.  Each sub-clause
constitutes an entirely separate and independent restriction and the duration,
extent and application of each of the restrictions are no 


 

















 


greater than is necessary for the protection of the
interests of the Company and any Group Company.


 


12      You shall not except as may be required by
law divulge to any person whatsoever or otherwise make use of (and shall use
your best endeavours to prevent publication of) any trade secret or any
confidential information concerning the business or finances of the Company or
any Group Company or any of their dealings transactions or affairs or any such
confidential information concerning their suppliers agents customers or clients
except insofar as any trade secret or confidential information may have come
into the public domain (otherwise than as a result of any breach of any
obligations made by you to the Company). 
In addition, you will keep the terms of this Agreement and all
discussions and other correspondence on this subject confidential and will not
disclose them to any third party other than as required by law or by regulatory
authorities or in order to instruct your professional advisor or immediate
family who have agreed to be bound by the restriction.


 


13      Provided that a compromise
agreement is reached and signed between the parties, the Company will pay your
reasonable legal costs for legal advice as to the terms and effect of both this
Agreement together with the Agreement reached in the letter dated 22nd December 2008 up to a maximum of
£10,500.00 (exclusive of VAT) (of which you acknowledge £8,000 (exclusive of
VAT) has already been settled by the Company as at the date hereof).


 


14      You warrant that:


 


14.1        you have not failed to disclose
any personal injuries in relation to which you reasonably believe you could
claim against the Company and/or the Group;


 


14.2        you have instructed your relevant
independent legal advisor to advise as to whether you have or may have any
claims, including statutory claims, against the Company or any Group Company
arising out of or in connection with your employment or its termination;


 


14.3        you have made a full and frank disclosure
to your relevant independent legal advisor of all facts and matters which could
lead to such claims with the express intention that all such claims be
compromised fully and effectively;


 


14.4        you have been advised by your relevant
independent legal advisor following consideration of (a) to (ee) below
that:


 


14.4.1              your claims or particular complaints
against the Company or any Group Company, whether statutory or otherwise, are
those set out below which are marked “yes” as follows:-


 


[RELEVANT INDEPENDENT LEGAL ADVISOR TO ENSURE THAT (A) —
(EE) ARE MARKED *YES* OR *NO* AS APPROPRIATE FOLLOWING ADVICE GIVEN TO
EMPLOYEE]


 














 


	
  (a)

  	
  breach
  of contract

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  wrongful
  dismissal

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  unfair
  dismissal

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  unlawful
  detriment under the Employment Rights Act 1996

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  any
  other claim pursuant to the Employment Rights Act 1996

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
  statutory
  redundancy payment

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
  unlawful
  deductions from wages under the Employment Rights Act 1996

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (h)

  	
  sex
  discrimination whether direct, indirect, by way of harassment or
  victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
  race
  discrimination whether direct, indirect, by way of harassment or
  victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (j)

  	
  disability
  discrimination whether direct discrimination, disability-related
  discrimination, failure to make reasonable adjustments, by way of harassment
  or victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (k)

  	
  discrimination
  on the grounds of sexual orientation whether direct, indirect, by way of
  harassment or victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (l)

  	
  discrimination
  on the grounds of religion or belief whether direct, indirect, by way of
  harassment or victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (m)

  	
  discrimination
  on the grounds of age whether direct, indirect by way of harassment or
  victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (n)

  	
  equal
  pay under the Equal Pay Act 1970

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (o)

  	
  under
  the Trade Union and Labour Relations (Consolidation) Act 1992 (as amended)

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (p)

  	
  working
  time or holiday pay under the Working Time Regulations 1998

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (q)

  	
  failure
  to pay the national minimum wage under the National Minimum Wage Act 1998

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (r)

  	
  under
  and/or concerning the Public Interest Disclosure Act 1998

  	
   

  	
  No

  



 

















 


	
  (s)

  	
  under
  and/or concerning the Employment Relations Act 1999

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (t)

  	
  discrimination
  on the grounds of being a part-time worker under the Part-Time Workers
  (Prevention of Less Favourable Treatment) Regulations 2000 or otherwise

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (u)

  	
  discrimination
  on the grounds of being a fixed-term employee under the Fixed-Term Employees
  (Prevention of Less Favourable Treatment) Regulations 2002 or otherwise

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
  under
  and/or concerning the Transfer of Undertaking (Protection of Employment)
  Regulations 1981 (as amended)

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (w)

  	
  for
  physical or psychiatric illness or injury (and all losses therefrom) relating
  to any acts of discrimination

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (x)

  	
  any
  stress-related claims and/or any claims relating to depression or other
  mental illness and all losses arising therefrom

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (y)

  	
  in
  relation to any personal injuries

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (z)

  	
  harassment
  under the Protection from Harassment Act 1997

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (aa)

  	
  under
  and/or concerning the Data Protection Act 1998

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (bb)

  	
  under
  and/or concerning the Transnational Information and Consultation of Employees
  Regulations 1999

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (cc)

  	
  under
  and/or concerning the Information and Consultation of Employees Regulations
  2004

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  
	
  (dd)

  	
  under
  and/or concerning the Human Rights 1998

  	
   

  	
  Yes/No

  
	
   

  	
   

  	
   

  	
   

  
	
  (ee)

  	
  arising
  as a consequence of the United Kingdom’s membership of the European Union;
  and

  	
   

  	
  No

  



 


14.4.2              You are not aware of any facts or
circumstances that may give rise to a claim by you against the Company or any
Group Company or their officers or employees in any way connected with or
arising from your employment or its termination or any directorship or its
termination other than those claims that you and your relevant independent
legal advisor have raised with the Company (whether on a without prejudice basis
or otherwise, and whether 


 

















 


expressly or by implication) including those claims
marked “yes” set out from (a) to (ee) in clause 14.4.1 above.


 


14.5        You have not presented a Claim Form to
an office of the Employment Tribunals or issued a claim in the High Court or
County Court or any other authoritative body in any jurisdiction in the world
in respect of any claim in connection with your employment or its termination
including any claim for a Protective Award under the Transfer of Undertakings
(Protection of Employment) Regulations 1981 or under the Trade Union and Labour
Relations (Consolidation) Act 1992 and you undertake that neither you nor
anyone acting on your behalf will present or issue such an application or
claim;


 


15      These terms which are offered without any
admission of liability and which you agree to accept in consideration for the
payments specified in this Agreement are in full and final settlement of:


 


15.1        the claims listed in clause 14.4.1 above
and marked “yes”; and


 


15.2        any and all claims and rights of action
(whether under statute, contract, common law or otherwise) in any jurisdiction
in the world including but not limited to a claim for breach of contract,
unfair dismissal and any other claim which could be brought in an Employment
Tribunal or any other court of competent jurisdiction pursuant to the
Employment Rights Act 1996, the Employment Relations Act 1999, the Sex
Discrimination Act 1975, the Equal Pay Act 1970, Article 141 of the Treaty
of Rome, the Race Relations Act 1976, the Disability Discrimination Act
1995,  the Trade Union and Labour
Relations (Consolidation) Act 1992, the Working Time Regulations 1998, the
National Minimum Wage Act 1998, the Transfer of Undertakings (Protection of
Employment) Regulations 1981 as amended, the Part Time Workers (Prevention
of Less Favourable Treatment) Regulations 2000, the Fixed Term Employees
(Prevention of Less Favourable Treatment) Regulations 2002, the Employment
Equality (Sexual Orientation) Regulations 2003, the Employment Equality
(Religion or Belief) Regulations 2003, the Employment Equality (Age)
Regulations 2006 the Transnational Information and Consultation of Employees
Regulations 1999, the Information and Consultation of Employees Regulations
2004, the Data Protection Act 1998, The Public Interest Disclosure Act 1998,
the Protection from Harassment Act 1997, any claims for physical or psychiatric
illness or injury (and all losses therefrom) relating to any acts of
discrimination and any stress-related claims and/or other claims relating to
depression or other mental illness and all losses arising therefrom and any
claims for personal injury of which you are aware at the date of this Agreement
which you have or may have against the Company or any Group Company, its or
their officers, employees, shareholders, or investors (or any representatives
of the foregoing) arising from or connected with your employment or holding of
any office with the Company or any Group Company, or its termination, provided
always that this waiver shall not apply to any pension rights or pension
benefits (if any) which have accrued to you up to the Termination Date, nor
shall it apply to any other personal injury claims of which you are not aware
at the date of signing this Agreement or should not 


 

















 


reasonably be expected to be aware of at the date of
signing this Agreement nor in respect of your right to enforce this Agreement.


 


16      You acknowledge and agree that the Company
has agreed these terms in reliance on the undertakings, representations and warranties
set out in this Agreement.  In the event
that, in breach of this Agreement, you do present a Claim Form to an
office of the Employment Tribunals or issue a claim in the High Court or County
Court or any other authoritative body in any jurisdiction in the world in
respect of any claim in connection with your employment or its termination
other than for enforcing the terms of this Agreement, you agree that any
payments made to you under paragraphs 3.1 — 3.4 and 4 of this Agreement must be
repaid to the Company immediately and will be recoverable by the Company as a
debt.


 


17      The Contracts (Rights of Third Parties) Act
1999 shall apply to this Agreement to the extent (but no more) than as set out
in this paragraph.  Any third party shall
be entitled to enforce the benefits conferred on it by this Agreement.  The consent of a Third Party shall not be
required for the variation or termination of this Agreement even if that
variation or termination affects the benefits conferred on any third
party.  For the purposes of this
Agreement “Third Party” means any company in the Group or any employee, agent
or officer of any Group Company.


 


18      You confirm that you have received
independent legal advice from Alasdair Simpson of Addleshaw Goddard LLP as to
the terms and effect of this Agreement and have discussed with your independent
advisor your ability to pursue claims as listed (a) — (ee) in Clause
14.4.1 above and in particular the effect of this Agreement on your ability to
pursue your rights before an Employment Tribunal or any other Court.


 


Alasdair Simpson is a relevant
independent adviser (within the meaning of section 203 of the Employment Rights
Act 1996) and there was in force when [s]he gave the
advice referred to in this paragraph cover under a contract of insurance or an
indemnity provided for members of a profession or professional body covering
the risk of a claim by you in respect of loss arising in consequence of this
advice.


 


19      This Agreement satisfies the conditions
for regulating compromise agreements under 
section 203 of the Employment Rights Act 1996, section 14 of the
Employment Relations Act 1999, Schedule 3a of the Disability Discrimination Act
1995, section 77 of the Sex Discrimination Act 1975, section 72 of the Race
Relations Act 1976, section 288 of the Trade Union and Labour Relations
(Consolidation) Act 1992, Regulation 35 of the Working Time Regulations 1998,
section 49 of the National Minimum Wage Act 1998, Regulation 9 of the Part Time
Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation
10 of the Fixed Term Employees (Prevention of Less Favourable Treatment)
Regulations 2002, Schedule 4 of the Employment Equality (Sexual Orientation)
Regulations 2003,  Schedule 4 of the
Employment Equality (Religion or Belief) Regulations 2003, Schedule 5 of the
Employment Equality (Age) Regulations 2006 Regulation 41 of the Transnational
Consultation of Employees Regulations 1999 and Regulation 40 of the Information
and Consultation of Employees Regulations 2004.


 

















 


20      Alasdair Simpson by signing this
Agreement confirms to the Company that, to the best of his knowledge and
belief, the statements set out in paragraph 18 above are correct.


 


21      This Agreement, although marked “without
prejudice” will, upon signature of all the parties, be treated as an open
document evidencing an agreement binding on the parties.


 


22      Subject to Clause 11, within this
Agreement “Group Company” means any one of the Company and any group
undertaking as defined (in sections 1162 and 1163 of the Companies Act 2006 as
amended) of the Company and the “Group” has the corresponding meaning.


 


Yours
sincerely,


 


 


	
  /s/
  NEIL A. BERKETT

  	
   

  
	
  for
  and on behalf of Telewest Communications Group Limited

  	
   

  



 


 


I
hereby confirm my acceptance to the above terms.


 


 


	
  Signed:

  	
  /s/
  MALCOLM WALL

  	
   

  
	
  Employee

  	
   

  
	
   

  	
   

  
	
  Dated:
  26/02/2009

  	
   

  



 


 


I
confirm that I am a relevant independent adviser within the meaning of section
203 of the Employment Rights Act 1996 and with a valid policy of insurance or
indemnity in force.


 


 


	
  Signed:
  

  	
  /s/
  ALASDAIR SIMPSON

  	
   

  
	
  Independent Advisor

  	
   

  



 


Dated:
26/02/2009