Letter Agreement, dated February 13, 2004, between Barry Elson and Telewest Comm



 Exhibit 10.52 
  
 [GRAPHIC APPEARS HERE] 
  

					
	 	 	 Telewest Communications Group Ltd
	  	Telephone 020 7299 5000
	 	 	 160 Great Portland Street
	  	Fax 020 7299 6000
	 	 	 London W1W 5QA
	  	www.telewest.co.uk

  
 Strictly Private &
Confidential 
  
 Charles Burdick

 Telewest Communications plc 
 160 Great Portland Street 
 London 
 W1W 5QA 
  
 18 February 2004 
  
 Dear Charles 
  
 I am writing to confirm the arrangements that have been agreed by the existing Board of Telewest Communications plc (Telewest) and Telewest Communications
Group Limited (the Company) in connection with the termination of your employment with the Company, Telewest and the other Group Companies on the terms and conditions provided herein and your resignation as a director of Telewest and
the other Group Companies. 
  

	1.	Your employment with the Company, Telewest and the other Group Companies and your appointment as a director of Telewest and all other Group Companies will end today (the
Termination Date). You will be paid for any accrued but untaken holiday. Any outstanding expenses will be reimbursed in accordance with normal Company procedures. Going forward and up to the Stop Date as defined in clause 2(i) below,
you agree to be available on reasonable notice to provide such assistance (without further compensation) to the Company or to Telewest as may be reasonably required. 

  

	2.	Subject to your agreement to the terms of this letter, and the Company’s receipt of a copy of this letter signed by you, the Company will: 

  

	 	(i)	pay an amount equal to your salary, Company pension contribution and car allowance in monthly instalments (less any deductions the Company is required by law to make) and maintain
cover for you under the Company life and permanent health insurance schemes from now until the date (the Stop Date) which is the earlier of the date on which the financial restructuring of the Telewest group (the Financial
Restructuring) is completed and 31 December 2004, when such payments and benefits will cease automatically; 









	 	(ii)	pay you the sum of £500,000 (less any deductions the Company is required by law to make) immediately following the Stop Date; 

  

	 	(iii)	procure that cover under the Company’s medical expenses insurance scheme will continue on the current basis until the date on which you secure alternative employment with an
employer which provides medical insurance cover, or latest until 12 months following the Stop Date; 

  

	 	(iv)	subject to production of a valid invoice addressed to you but marked payable by the Company, pay within 14 days after receipt of the invoice by the Company up to a maximum of
£1000 exclusive of VAT direct to your UK legal advisers towards the legal fees, (including disbursements) which you have incurred in connection with the termination of your employment; and 

  

	 	(v)	use its best endeavours to ensure that an appropriate directors and officers insurance policy is maintained for the benefit of directors and officers of the Company for the time
being (and former directors and officers) on terms that are substantially similar (as far as reasonably practicable) to those in place at the date of execution of the Deed of Indemnity from Telewest Communications plc dated 17 July 2003.


  

	3.	Your rights in relation to the options and shares you currently hold under the Long Term Incentive Plan, the Equity Participation Plan and the Restricted Share Scheme shall be
determined in accordance with the rules of the relevant schemes/plans. It is confirmed that the termination of your employment will for the purposes of your awards under the Restricted Share Plan be dealt with in accordance with clause 5(b) of the
rules of the Plan. 

  

	4.	It is our understanding that, without creating any legal obligation or undertaking, the Board of directors of Telewest Global will, following the effective date of the Financial
Restructuring in its sole, exclusive and absolute discretion, consider awarding to you a bonus, if any, based upon your compliance with the terms of this letter, your performance in the fiscal 2003 year and all and any other factors the Board
considers relevant. 

  

	5.	You accept the terms set out in this letter in full and final settlement of all claims that you have or may have against the Company or any other Group Company or any of its or
their current or former officers, directors or employees, whether contractual (whether known or unknown, existing now or 








 in the future), statutory or otherwise, arising out of or in connection with the termination of your
employment and your directorship of any Group Company or your resignation therefrom (including but not limited to any claims you may have under the service agreement between you and the Company dated 7 August 1997 as amended (the Service
Agreement) and under the letter to you from Fried, Frank, Harris, Shriver & Jacobson dated 25 November 2003). You also agree to waive irrevocably and release the Company and each other Group Company (and all of its or their current or
former officers, directors shareholders or employees) from all other claims (whether contractual, (whether known or unknown) statutory or otherwise) that you have or may have arising out of or in connection with your employment or directorship. This
waiver and release shall not apply to any claim relating to your pension rights that have accrued up to the Termination Date or for personal injury (but by countersigning this letter you confirm that you are not aware of any basis for any claim that
you may have for personal injury against the Company or any other Group Company). 
  

	6.	You confirm: 

  

	 	(i)	that you have taken legal advice from a relevant independent adviser (as defined by Section 203 Employment Rights Act 1996) as to the terms of this letter and its effect on your
ability to pursue your rights before an employment tribunal; and 

  

	 	(ii)	that you are aware of your rights under the Employment Rights Act 1996 and your claim for breach of contract; unfair dismissal or any claim for unlawful deductions from wages under
the Employment Rights Act 1996. 

  

	7.	The conditions regulating compromise agreements under Section 203 of the Employment Rights Act 1996 have been satisfied and you and your independent legal adviser have signed the
attached certificate confirming this. 

  

	8.	You will resign with immediate effect from your directorship of Telewest Communications plc and from all directorships and offices held with other Group Companies (and all related
trusteeships) by delivering letters of resignation in the terms of the attached Schedule A addressed to the directors of each company listed in Schedule B. You agree that if there are any further directorships or offices which are not listed in
Schedule B, you will at the request of the Company or Telewest resign with immediate effect from such directorships or offices. 

  

	9.	The Company confirms that the indemnity which was given to the directors on 17 July 2003 shall remain in full force and effect notwithstanding the termination of your employment and
the resignation of your directorships. 

  

	10.	You will continue to comply with the provisions of clause 13 of the Service Agreement relating to confidential information. 









	11.	You agree and acknowledge that the post termination restrictive covenants set out in clause 15 of the Service Agreement shall be amended as follows: 

  

	 	(i)	The preamble to clause 15.2 of the Service Agreement shall be deleted and shall be replaced with the following: 

  
 “The Executive covenants with the Company (for itself and as trustee
for each other Group Company) that the Executive shall not without the prior written consent of the Company whether directly or indirectly, on his own behalf or in conjunction with any other person, firm, company or other entity for a period of
twelve months immediately following termination of the Executive’s employment” 
  

	 	(ii)	Clause 15.2(a) of the Service Agreement shall be deleted and shall be replaced with the following: 

  
 “become employed or engaged by any of BT, BskyB or NTL in any executive or consultancy capacity or role.”

  

	 	(iii)	The words “during the course of his employment” in clauses 15.2(b) (c) and (d) shall be deleted and shall be replaced with the words “in the twelve months immediately
prior to the termination of his employment”. 

  

	 	(iv)	The wording at the end of clause 15.2 of the Service Agreement shall be deleted. 

  
 The Company shall pay you as consideration for you agreeing to the amendments set out above the sum of £1,000 (less any deductions the
Company is required by law to make). 
  

	12.	You will return to the Company no later than Friday 20 February 2004 all papers, documents and information in any form (including copies and whether written or on tape, disc or
cassette or electronic format), and any other property provided to you by the Company or any other Group Company, whether or not owned by a Group Company, which is currently in your possession, custody or power. If any property belonging to any
Group Company subsequently comes into your possession, custody or power you agree to return it to the Company immediately. You further undertake that you have not taken unauthorised copies of any papers or documents or information in any form.


  

	13.	You agree to assist in the conduct of any contentious matter in which the Company is or becomes involved, including co-operating in preparing witness statements and attending any
relevant hearing to give evidence. All reasonable costs and expenses incurred by you in connection with the provision of such assistance will be borne by the Company. 

  

	14.	Except as required by law or by the rules of any regulatory authority to which the Company is subject or to enforce the terms of this letter, neither you nor the Company will:


  

	(i)	disclose the existence or terms of this letter to anyone (other than to professional advisers, the Inland Revenue or any other competent authority); or 









	(ii)	disclose any of the facts or matters giving rise to the termination of your employment save where a disclosure is made pursuant to the terms of the Public Interest Disclosure Act
1998 as inserted into the Employment Rights Act 1996, save where you are required to discuss the termination of your employment with a prospective employer. 

  

	15.	Save when obliged to do so for any legal purpose or to comply with any regulatory requirement, it is agreed that you will not make any derogatory or disparaging comments about the
Company or any Group Company, its or their officers, shareholders or employees. The Company shall not and shall use reasonable endeavours to ensure that no Group Companies and its or their officers, shareholders or employees shall make any such
comments about you. Save as required by law or any regulatory authority, it is agreed that the only public statement or announcement that will be made by either party concerning the termination of your employment or your resignation from office
shall be in the form attached at Schedule C. 

  

	16.	Except insofar as a deduction in respect of the same is made by the Company, you accept that you will be responsible for the payment of any income tax (including, without
limitation, any interest, penalties or fines in connection therewith) imposed by any competent taxation authority by reason of your receipt of or entitlement to the payments referred to in this letter and you agree to indemnify the Company and any
Group Company on a continuing basis against any income tax (including interest, penalties or fines) imposed by any competent taxation authority by reason of your receipt of or entitlement to any such payments. 

  

	17.	This agreement supersedes all other agreements, both oral and in writing, between the Company any Group Company and you (other than those referred to herein).


  

	18.	If any part of this agreement is found to be void, the parties agree that such part or parts should be deleted as necessary to make the agreement valid and effective.


  

	19.	Notwithstanding the Contracts (Rights of Third Parties) Act 1999 this Agreement may be varied by written agreement between you and the Company. 

  

	20.	In this letter Group Company shall mean any of (i) the Company (ii) any holding company of the Company from time to time and (iii) any subsidiary of the Company or of
any such holding company from time to time. Holding company and subsidiary shall have the meanings ascribed to them by Section 736 of the Companies Act 1985, as amended. 








 Would you please sign, date and return to me the attached copy of this letter (together with the certificate, which forms
part of this letter) to signify your agreement to its terms. 
  
 Yours sincerely 
  
 SESC 
  
 For and on behalf of Telewest Communications Group Limited








 [on duplicate] 
  
 I have read, understood and agree to the terms set out in this letter. 
  

			
	[GRAPHIC APPEARS HERE]	 	 18.02.04

	 Charles Burdick
	 	 Date


  
 LEGAL ADVISER’S CERTIFICATE

  
 I, Yvonne Gallagher hereby certify to the Company that:

  

	(a)	I am a relevant independent adviser (as defined by Section 203 of the Employment Rights Act 1996); 

  

	(b)	I have given independent legal advice to Charles Burdick as to the terms of this letter and its effect on his ability to pursue his rights before an employment tribunal;


  

	(c)	at all times when such independent legal advice was given, either I or Lawrence Graham, the firm employing me/in which I am a partner had in force a policy of insurance covering the
risk of a claim by Charles Burdick in respect of loss arising in consequence of the advice. 

  

					
	
	  	 	 	 Date:

	 Yvonne Gallagher



  
 I confirm that I have taken advice as
set out above, and that the conditions regulating compromise agreements under Section 203 of the Employment Rights Act 1996 have been satisfied. 
  

			
	[GRAPHIC APPEARS HERE]	  	 Date: 18.02.04

	 Charles Burdick
	  	 









					
	 Schedule A
	 	 	 	 
			
	 	 	 resignation as a director
	 	 
			
	 	 	 	 	 18 February 2004


  
 The Directors of Telewest
Communications plc 
 160 Great Portland Street 
 London

 W1W 5QA 
  
 Gentlemen 
  
 I hereby resign as a Director of
Telewest Communications plc (the Company) with immediate effect. 
  
 Yours sincerely 
  
 [GRAPHIC APPEARS HERE] 
 Charles
Burdick 







 Schedule B 
  

Current Directorships 
  

							
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	Ceased


	 Barnsley Cable Communications Limited
 Registration No. [2466594]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Birmingham Cable Corporation Limited
 Registration No. [2170379]
	  	England / Director	  	21-May-1997	  	 
				
	 Birmingham Cable Finance Limited
 Registration No. [60972]
	  	Jersey / Director	  	16-Feb-1999	  	 
				
	 Birmingham Cable Limited
 Registration No. [2244565]
	  	England / Director	  	16-Feb-1999	  	 
				
	 Bradford Cable Communications Limited
 Registration No. [2664803]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Bravo TV Limited
 Registration No. [2342064]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Cable Camden Limited
 Registration No. [1795642]
	  	England / Director	  	31-Jan-2000	  	 
				
	 Cable Enfield Limited
 Registration No. [2466511]
	  	England / Director	  	31-Jan-2000	  	 
				
	 Cable Finance Limited
 Registration No. [FC18511]
	  	Jersey / Director	  	09-Sep-1998	  	 
				
	 Cable Hackney & Islington Limited
 Registration No. [1795641]
	  	England / Director	  	31-Jan-2000	  	 
				
	 Cable Haringey Limited
 Registration No. [1808589]
	  	England / Director	  	31-Jan-2000	  	 
				
	 Cable London Limited
 Registration No. [1794264]
	  	England / Director	  	12-May-1997	  	 
				
	 Central Cable Holdings Limited
 Registration No. [3008567]
	  	England / Director	  	16-Feb-1999	  	 
				
	 Central Cable Limited
 Registration No. [3008681]
	  	England / Director	  	16-Feb-1999	  	 
				
	 Chariot Collection Services Limited
 Registration No. [3155349]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Continental Shelf 16 Limited
 Registration No. [3005499]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Doncaster Cable Communications Limited
 Registration No. [2407940]
	  	England / Director	  	03-Sep-1998	  	 









					
	 Ed Stone Limited
 Registration No. [4170969]
	  	England / Director	  	08-Jun-2001
			
	 EMS Investments Limited
 Registration No. [3373057]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell (Holdings) Limited
 Registration No. [2904215]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell (IDA) Ltd
 Registration No. [3373001]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell (No 2) Limited
 Registration No. [3405634]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell (No 3) Limited
 Registration No. [3006948]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell (No 4) Limited
 Registration No. [2983110]
	  	England	  	01-Nov-2000
			
	 Eurobell (South West) Limited
 Registration No. [1796131]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell (Sussex) Limited
 Registration No. [2272340]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell (West Kent) Limited
 Registration No. [2886001]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell CPE Limited
 Registration No. [2742145]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell Internet Services Limited
 Registration No. [3172207]
	  	England / Director	  	01-Nov-2000
			
	 Eurobell Limited
 Registration No. [2983427]
	  	England / Director	  	01-Nov-2000
			
	 European Business Network Limited
 Registration No. [2146363]
	  	England / Director	  	03-Sep-1998
			
	 Filegale Limited
 Registration No. [2804553]
	  	England	  	03-Sep-1998
			
	 Fleximedia Limited
 Registration No. [2654520]
	  	England / Director	  	14-Jul-2000
			
	 Flextech (1992) Limited
 Registration No. [1190025]
	  	England / Director	  	14-Jul-2000
			
	 Flextech (Kindernet Investment) Limited
 Registration No. [1260228]
	  	England / Director	  	14-Jul-2000
			
	 Flextech (Travel Channel) Limited
 Registration No. [3427763]
	  	England / Director	  	14-Jul-2000
			
	 Flextech Broadband Holdings Limited
 Registration No. [4197227]
	  	England / Director	  	03-Jul-2003
			
	 Flextech Broadband Limited
 Registration No. [4125315]
	  	England / Director	  	23-Jan-2001
			
	 Flextech Broadcasting Limited
 Registration No. [4125325]
	  	England / Director	  	23-Jan-2001
			
	 Flextech Business News Limited
 Registration No. [2954531]
	  	England / Director	  	14-Jul-2000
			
	 Flextech Childrens Channel Limited
 Registration No. [2678881]
	  	England / Director	  	14-Jul-2000
			
	 Flextech Communications Limited
 Registration No. [2588902]
	  	England / Director	  	14-Jul-2000
			
	 Flextech Digital Broadcasting Limited
 Registration No. [3298737]
	  	England / Director	  	14-Jul-2000
			
	 Flextech Distribution Limited
 Registration No. [2678883]
	  	England / Director	  	14-Jul-2000
			
	 Flextech Family Channel Limited
 Registration No. [2856303]
	  	England / Director	  	14-Jul-2000









							
	 Flextech Interactive Limited
 Registration No. [3184754]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Flextech Investments (Jersey) Limited
 Registration No. [66951]
	  	Jersey	  	08-Oct-2002	  	 
				
	 Flextech IVS Limited
 Registration No. [2678882]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Flextech Limited
 Registration No. [2688411]
	  	England	  	14-Jul-2000	  	 
				
	 Flextech Media Holdings Limited
 Registration No. [2678886]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Flextech Music Publishing Limited
 Registration No. [3673917]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Flextech Rights Limited
 Registration No. [2981104]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Flextech Television Limited
 Registration No. [2294553]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Flextech Video Games Limited
 Registration No. [2670821]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Flextech-Flexinvest Limited
 Registration No. [1192945]
	  	England / Director	  	14-Jul-2000	  	 
				
	 General Cable Group Limited
 Registration No. [2872852]
	  	England / Director	  	03-Sep-1998	  	 
				
	 General Cable Holdings Limited
 Registration No. [2798236]
	  	England / Director	  	03-Sep-1998	  	 
				
	 General Cable Investments Limited
 Registration No. [2885920]
	  	England / Director	  	03-Sep-1998	  	 
				
	 General Cable Limited
 Registration No. [2369824]
	  	England / Director	  	03-Sep-1998	  	 
				
	 General Cable Programming Limited
 Registration No. [2906200]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Halifax Cable Communications Limited
 Registration No. [2459173]
	  	England / Director	  	18-Aug-2000	  	 
				
	 Imminus (Ireland) Limited
 Registration No. [267096]
	  	Republic of Ireland / Director	  	03-Sep-1998	  	 
				
	 Imminus Limited
 Registration No. [1785381]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Lewis Reed Debt Recovery Limited
 Registration No. [3008683]
	  	England / Director	  	16-Feb-1999	  	 
				
	 Maidstone Broadcasting
 Registration No. [2721189]
	  	England / Director	  	14-Jul-2000	  	 
				
	 MatchCo Directors Limited
 Registration No. [3840851]
	  	England / Director	  	09-Mar-2001	  	 
				
	 MatchCo Secretaries Limited
 Registration No. [4038220]
	  	England / Director	  	09-Nov-2000	  	 
				
	 Mayfair Way Management Limited
 Registration No. [2681702]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Middlesex Cable Limited
 Registration No. [2460325]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Minotaur International Limited
 Registration No. [3059563]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Network Gaming Consulting Limited
 Registration No. [4095823]
	  	England / Director	  	19-Oct-2000	  	 
				
	 Northern Credit Limited
 Registration No. [2743896]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Rotherham Cable Communications Limited
 Registration No. [2455726]
	  	England / Director	  	03-Sep-1998	  	 









							
	 Screenshop Limited
 Registration No.
[3529106]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Sheffield Cable Communications Limited
 Registration No.
[2465953]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Sit-Up Limited
 Registration No.
[3877786]
	  	England	  	09-Mar-2001	  	 
				
	 Starstream Limited
 Registration No.
[1733724]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Supporthaven Public Limited Company
 Registration No.
[2792466]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Telewest Finance (Jersey) Limited
 Registration No.
[77278]
	  	Jersey / Director	  	16-May-2000	  	 
				
	 Telewest Finance Corporation
 Registration No.
[77119.0022]
	  	 United States of America /
 Director
	  	02-Mar-2001	  	 
				
	 Telewest Limited
 Registration No.
[3291383]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Telewest UK Limited
 Registration No.
[4925679]
	  	England / Director	  	08-Oct-2003	  	 
				
	 Telewest Workwise Limited
 Registration No.
[4055744]
	  	England	  	13-Sep-2000	  	 
				
	 Telso Communications Limited
 Registration No.
[2067186]
	  	England / Director	  	14-Jul-2000	  	 
				
	 The Cable Corporation Equipment Limited
 Registration No.
[2116958]
	  	England / Director	  	03-Sep-1998	  	 
				
	 The North London Channel Limited
 Registration No.
[2527764]
	  	England / Director	  	31-Jan-2000	  	 
				
	 The Yorkshire Cable Group Limited
 Registration No.
[2782818]
	  	England / Director	  	03-Sep-1998	  	 
				
	 TVS Television Limited
 Registration No.
[591652]
	  	England / Director	  	14-Jul-2000	  	 
				
	 UK Channel Management Limited
 Registration No.
[3322468]
	  	England	  	04-Sep-2002	  	 
				
	 UK Gold Holdings Limited
 Registration No.
[3298738]
	  	England	  	04-Sep-2002	  	 
				
	 UK Living Limited
 Registration No.
[2802598]
	  	England / Director	  	14-Jul-2000	  	 
				
	 UK Programme Distribution Limited
 Registration No.
[3323782]
	  	England	  	04-Sep-2002	  	 
				
	 UKTV New Ventures Limited
 Registration No.
[4266373]
	  	England	  	04-Sep-2002	  	 
				
	 United Artists Investments Limited
 Registration No.
[2761569]
	  	England / Director	  	14-Jul-2000	  	 
				
	 Wakefield Cable Communications Limited
 Registration No.
[2400909]
	  	England / Director	  	03-Sep-1998	  	 
				
	 West Midlands Credit Limited
 Registration No.
[2989858]
	  	England / Director	  	16-Feb-1999	  	 
				
	 Windsor Television Limited
 Registration No.
[1745542]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Yorkshire Cable Communications Limited
 Registration No.
[2490136]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Yorkshire Cable Finance Limited
 Registration No.
[2993376]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Yorkshire Cable Limited
 Registration No.
[2792601]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Yorkshire Cable Properties Limited
 Registration No.
[2951884]
	  	England / Director	  	03-Sep-1998	  	 









							
	 Yorkshire Cable Telecom Limited
 Registration No. [2743897]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Affiliates
	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	Ceased


				
	 Central Cable Sales Limited
 Registration No. [2985669]
	  	England	  	16-Feb-1999	  	 
				
	 Front Row Television Limited
 Registration No. [3261331]
	  	England / Director	  	18-Aug-2000	  	 
				
	 Dormant
	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
				
	 Cable Communications (Telecom) Limited
 Registration No. [2423585]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Cable Communications Limited
 Registration No. [1860121]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Cable Interactive Limited
 Registration No. [3006851]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Cable on Demand Limited
 Registration No. [3039816]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Crystalvision Productions Limited
 Registration No. [1947225]
	  	England / director	  	03-Mar-1997	  	 
				
	 Fastrak Limited
 Registration No. [1804294]
	  	England / Director	  	03-Sep-1998	  	 
				
	 Telewest Communications (Nominees) Limited
 Registration No. [2318746]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Head office
	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
				
	 Cable Adnet Limited
 Registration No. [3283202]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Cable Internet Limited
 Registration No. [3085918]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Internet) Limited
 Registration No. [3141035]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Publications) Limited
 Registration No. [3860829]
	  	England / Director	  	18-Oct-1999	  	 
				
	 Telewest Communications Cable Limited
 Registration No. [2883742]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications Group Limited
 Registration No. [2514287]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications Holdco Limited
 Registration No. [3761983]
	  	England	  	26-Apr-1999	  	 
				
	 Telewest Communications Holdings Limited
 Registration No. [2982404]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications Networks Limited
 Registration No. [3071086]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications plc
 Registration No. [2983307]
	  	England / Group Finance Director	  	12-Feb-1997	  	 
				
	 Telewest Communications Services Limited
 Registration No. [2415291]
	  	England / Director	  	20-Nov-1997	  	 
				
	 Telewest Parliamentary Holdings Limited
 Registration No. [2514316]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Share Trust Limited
 Registration No. [2472760]
	  	England / Director	  	03-Mar-1997	  	 









							
	 The Cable Corporation Limited
 Registration No.
[2075227]
	  	England / Director	  	23-May-1997	  	 
				
	 The Cable Equipment Store Limited
 Registration No.
[2693805]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Theseus No.1 Limited
 Registration No.
[2994027]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Theseus No.2 Limited
 Registration No.
[2994061]
	  	England / Director	  	03-Mar-1997	  	 
				
	London South	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
	 Crystal Palace Radio Limited
 Registration No.
[1459745]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (London South) Limited
 Registration No. [1697437]
	  	England / Director	  	03-Mar-1997	  	 
				
	Midlands	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
	 Telewest Carrier Services Limited
 Registration No.
[2475098]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Midlands) Limited
 Registration
No. [1882074]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Southport) Limited
 Registration
No. [3085912]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Telford) Limited
 Registration
No. [2389377]
	  	England / Director	  	03-Mar-1997	  	 
				
	North East	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
	 Telewest Communications (North East) Limited
 Registration No. [2378214]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Tyneside) Limited
 Registration
No. [2407676]
	  	England / Director	  	03-Mar-1997	  	 
				
	North West	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
	 Southwestern Bell International Holdings Limited
 Registration No. [2378768]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Central Lancashire) Limited
 Registration No. [1737862]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Fylde & Wyre) Limited
 Registration No. [2935056]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Liverpool) Limited
 Registration
No. [1615567]
	  	England / Director	  	03-Mar-1997	  	 
				
	Telewest Communications (Midlands and North West) Limited     Registration No. [2795350]	  	England / Director	  	03-Mar-1 997	  	 
				
	 Telewest Communications (North West) Limited
 Registration No. [2321124]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (St Helens & Knowsley)
 Limited
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Wigan) Limited
 Registration No.
[2451112]
	  	England / Director	  	03-Mar-1997	  	 
				
	Scotland	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
	 Capital City Cablevision Limited
 Registration No.
[SC80665]
	  	Scotland / Director	  	03-Mar-1997	  	 









							
				
	 Dundee Cable and Satellite Limited
 Registration No.
[SC093114]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Edinburgh Cablevision Limited
 Registration No.
[SC78895]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Hieronymous Limited
 Registration No.
[SC80135]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Perth Cable Television Limited
 Registration No.
[SC032627]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Cumbernauld) Limited
 Registration No. [SC121614]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Dumbarton) Limited
 Registration
No. [SC121700]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Dundee & Perth) Limited
 Registration No. [SC96816]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	Telewest Communications (East Lothian and Fife) Limited	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Falkirk) Limited
 Registration
No. [SC122481]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Glenrothes) Limited
 Registration No. [SC119523]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Motherwell) Limited
 Registration No. [SC121617]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Scotland Holdings) Limited
 Registration No. [SC150058]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Scotland) Limited
 Registration
No. [SC80891]
	  	Scotland / Director	  	03-Mar-1997	  	 
				
	South East	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
	 Telewest Communications (South East) Limited
 Registration No. [2270764]
	  	England / Director	  	03-Mar-1997	  	 
				
	Telewest Communications (South Thames Estuary) Limited	  	England / Director	  	03-Mar-1997	  	 
				
	South West	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
	 Avon Cable Investments Limited
 Registration No.
[2487110]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (Cotswolds) Limited
 Registration
No. [1743081]
	  	England / Director	  	03-Mar-1997	  	 
				
	 Telewest Communications (South West) Limited
 Registration No. [2271287]
	  	England / Director	  	03-Mar-1997	  	 
				
	Telewest Communications (Taunton & Bridgwater) Limited	  	England / Director	  	03-Mar-1997	  	 
				
	Non-UK	  	 	  	 	  	 
				
	 Company Name And Registration Number

	  	 Country of Inc. / Title

	  	 Appointed

	  	 
				
	Telewest Global Inc	  	Delaware / Director	  	26-Nov-2003	  	 








 Schedule C 
  

18 February 2004 
  
 Telewest Communications plc Announces Appointment of 
 Acting Chief Executive Officer and
Other Management Changes 
  
 Telewest Communications plc announces the appointment
of Barry R. Elson as acting chief executive officer. Mr. Elson has also been appointed as acting chief executive officer and a member of the board of directors of Telewest Global, Inc. Telewest Global will become the new holding company for the
businesses that currently constitute Telewest Communications following the company’s planned financial restructuring. 
  
 Mr. Elson replaces Charles M. Burdick, who will be leaving the company and has resigned from the board of directors. 
  
 Telewest Communications has been informed by creditors’ representatives that Cob
Stenham, chairman of Telewest Communications, will be appointed chairman of the board of directors of Telewest Global. 
  
 Cob Stenham, chairman of Telewest, said: 
  
 “On behalf of the board, we would like to thank Charles Burdick for his years of service and for leading the company to the threshold of the implementation of a
financial restructuring. We are grateful for all he has done since he became managing director in 2002.” 
  
 Charles Burdick said: 
  
 “I want to thank
everyone, especially the Telewest management team, for helping me lead the company through this difficult period of financial and operational restructuring. Although I have enjoyed my time at the company, it is time for me to pursue other
opportunities and pass the leadership to Barry Elson whom I have no doubt will do a great job.” 
  
 Barry R. Elson commented: 
  
 “Charles has
created a good platform to build on and I look forward to working with the board of directors of Telewest Communications and the board of directors of Telewest Global, with the benefit of Cob as chairman, and the Telewest management team, to deliver
further operating improvements for the company going forward.” 







 ENQUIRIES: 
  

			
	 CITIGATE DEWE ROGERSON
	  	020 7638 9571
	 Anthony Carlisle
	  	07973 611888
		
	 TELEWEST
	  	 
	 Cob Stenham, chairman of the board
	  	020 7299 5562
	 Jane Hardman, director of corporate communications
	  	020 7299 5888

  
 Barry
R. Elson 
  
 Mr. Elson has been a senior executive in the
broadband-telephony-video industry for 18 years, almost 14 of those with Cox Communications, one of the leading U.S. broadband and cable companies, where he rose through a series of senior line operating positions to become Executive Vice President
of Operations with a nationwide P&L responsibility. From 1997-2000, he was also President of Conectiv Enterprises and Corporate Executive Vice President of Conectiv, a diversifying $4.2 billion energy company in the Middle Atlantic States. Most
recently, he was Chief Operating Officer of Urban Media, a Silicon Valley, venture capital backed building centric CLEC start up with nationwide operations, and President of Pilot Associates, a management consulting firm specializing in the
broadband-telephony-video industry for Wall Street clients. Mr. Elson has been Chairman of CTAM, the U.S. cable industry’s marketing association, and on the board of CSPAN, the industry’s political affairs channel.