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Exhibit 10.33    
    


 
 

NTL Group
  
    Long Term Incentive Plan    
    


1.     Background  


        The Long Term Incentive Plan (the LTIP) is a key constituent in the Executive Management Remuneration package. It is designed to complement the Annual Bonus
Scheme and the Share Option Plan in order to recognise and reward executive contribution, focus achievement on agreed targets and to promote the attraction and retention of key personnel. 


        The
current LTIP covers a three year period, 2003-2005, with the overall objective being to generate additional cash flow above bank plan, as defined by the chairman and
reviewed with the executive committee of the board of directors. 


2.     Membership  



        Eligibility for the LTIP is for those employees who benefit from the Executive levels of our Annual Bonus Schemes representing approximately 1% of the total
employee population. 


3.     Summary of Scheme Rules  


        The main features of the LTIP can be summarised as follows: 



	•
	Scheme
has levels linked to Annual Bonus Schemes potential (on target earnings), and



	•
	Scheme
potential payment is 4 × Normal on target Annual Bonus Payment as % of Base Salary. 







	Normal on target

Annual Bonus Payment

as % of Base Salary
 
	 	Number of

Employees
	 	Scheme potential: 4 ×

Normal on target

Annual Bonus

Payment as % of

Base Salary

	30	 	123	 	120
	50	 	35	 	200
	60	 	1	 	240
	75	 	1	 	300
	100	 	5	 	400







	•
	Scheme
is open to new joiners on the authority of the CEO, CFO and Group HR Director. Any payments made will be prorated to date of commencement/promotion.



	•
	If
an eligible executive leaves ntl's employment voluntarily or is dismissed with cause prior to the end date of the scheme (that is 31 December 2005) there
will be no entitlement to payment under the LTIP scheme.



	•
	If
an eligible executive is dismissed without cause or made redundant prior to the end date of the scheme (that is 31 December 2005) the plan provides for the CEO to
assess eligibility in consultation with the board as appropriate. 




4.     Performance Targets  



	•
	The
Target is to generate Combined Segment Cash Flow (Combined Segment Profit less Fixed Asset Additions) in an amount determined by the board of directors on a cumulative
basis for the three years ending December 31, 2005. This represents an amount determined by the board of directors in excess of the Combined Segment Cash Flow shown in the Adjusted Bank Plan
for the same three year period. 









	•
	The
LTIP will be self-funding in that the Combined Segment Cash Flow target is stated after charging the cost of the LTIP payments.



	•
	The
LTIP has three thresholds as determined by the board of directors, with payments increasing on a linear basis between each threshold. Each threshold represents an amount
of Combined Segment Cash Flow in excess of the Combined Segment Cash Flow shown in the Adjusted Bank Plan.



	•
	Further
payments will be made for performance in excess of the 100% target. 




5.     Payment Calculations  


        Calculations of Combined Segment Cash Flow for the purposes of determining the percentage payment will be made by the CFO after taking into account all
adjustments to externally reported results that he believes are fair, reasonable and consistent with the intent of the plan. 



	•
	If
made in cash, payment will be made on 30 April 2006.



	•
	If
made by issuing NTL Inc. stock, payment will be made subject to attaining shareholder approval (or as soon as reasonably practicable after such approval is
attained).



	•
	The
decision as to whether to issue stock or pay a cash equivalent amount will be entirely at ntl's discretion. 




        The
LTIP makes no provision for interim payments. 


6.     Cost of Scheme  


        The
full cost of the LTIP payments at the 100% threshold level, is estimated to be approximately £30m, at current salary levels. 









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Exhibit 10.33


NTL Group Long Term Incentive Plan