Exhibit 10.25

NTL INCORPORATED  RESTRICTED STOCK AGREEMENT

THIS
AGREEMENT, made as of the 6th day of May, 2004, between NTL Incorporated, a Delaware corporation (the "Company"), and James F. Mooney (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 pursuant 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, 50,000 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. Capitalized 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 date that the shares of Restricted Stock are issued, 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:



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4.Escrow and Delivery of Shares





5.Effect of Termination of Employment for any Reason

Upon
termination of the Grantee's employment with the Company and its Affiliates, if applicable, for any reason, the Grantee shall forfeit the shares of Restricted Stock which are
subject to the Transfer Restrictions, and, from and after such forfeiture, the Executive shall have no rights with respect thereto.

6.Voting and Dividend Rights

All
dividends declared and paid by the Company on shares of Restricted Stock shall be deferred until the lapsing of the Transfer Restrictions pursuant to Section 3 hereof (and
shall be subject to forfeiture upon forfeiture of the shares of Restricted Stock as to which such deferred dividends relate). The deferred dividends shall be held by the Company for the account of the
Grantee. Upon each applicable Lapse Date, the dividends allocable to the shares of Restricted Stock as to which the Transfer Restrictions have lapsed shall be paid to the Grantee (without interest).
The Company may require that the Grantee invest any cash dividends received in additional Restricted Stock which shall be subject to the same conditions and restrictions as the Restricted Stock
granted under this Agreement.

7.No Right to Continued Employment

Nothing
in this Agreement shall be interpreted or construed to confer upon the Grantee any right with respect to continuance of employment by the Company or any of its Affiliates, nor
shall this Agreement interfere in any way with the right of the Company or any such Affiliate to terminate the Grantee's employment at any time.

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8.Withholding of Taxes

The
Grantee shall pay to the Company the applicable federal, state and local income taxes required by law to be withheld (the "Withholding Taxes"), if any, upon the vesting and delivery
of the Stock. The Company shall have the right to deduct from any payment of cash to the Grantee an amount equal to the Withholding Taxes in satisfaction of the Grantee's obligation to pay Withholding
Taxes.

9.Modification of Agreement

This
Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

10.Severability

Should
any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be
affected by such holding and shall continue in full force and effect in accordance with their terms.

11.Governing Law

The
validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws
principles thereof.

12.Successors in Interest; Transfer

This
Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee's heirs, executors, administrators
and successors. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee's heirs, executors, administrators and successors.
This Agreement is not assignable by the Grantee.

[signature
page follows]

| |  |                  |  |                        
| |  | ---------------- |  | -----------------------
| |  | NTL INCORPORATED
| |  | By:              |  | /s/ Scott E Schubert   
| |  | Name:            |  | Scott E Schubert       
| |  | Title:           |  | Chief Financial Officer

|                    |  |                    |  | 
|------------------- |  | ------------------ |  | 
|ACCEPTED AND AGREED |  |                   
|By:                 |  | /s/ James F Mooney |  | 
|Name:               |  | James F Mooney     |  | 
|Title:              |  | Grantee            |  | 

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