**Exhibit10.2**

28 February 2007

 

NeilSmith

Brettwood

GreenLane

Churt

Farnham

Surrey GU10 2PA

##### **WITHOUT PREJUDICE**

Dear Neil,

# **Compromise Agreement**

I refer to our discussions concerning the termination of youremployment with Telewest Communications Group Limited (the “**Company**”) and (in connection only with the matters referredto in paragraphs 12 to 14) with Virgin Media Inc. (formerly NTL Incorporated),a Delaware corporation (the “**Parent Company**”).**The purpose of this Agreement is to set out the terms whichthe Company and (in connection only with the matters referred to in paragraphs11 to 13) the Parent Company are prepared to offer you and which are asfollows:
| 1.     |   | Your employment with the Company will terminate on  28 February 2007 (“the Termination Date”).                                                                                                                                      |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                          |
| 2.     |   | By signing this letter, you agree to resign any  appointment you hold in Virgin Media Inc. or its subsidiaries, whether as  director, officer or trustee, including, the following, such resignation to  take effect on the Termination Date: |
|   |   |                                                                                                                                                                                                                                          |
|   |   | a.         Virgin Media Inc., as Deputy CFO;                                                                                                                                                          |
|   |   | b.         Front Row  Television Limited, as director;                                                                                                                                                |
|   |   | c.         sit-Up Limited, as  director;                                                                                                                                                              |
|   |   | d.         TVS  Pension Fund Trustees Limited, as director;                                                                                                                                           |
|   |   | e.         UK  Programme Distribution Limited, as director.                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                          |
| 2.1    |   | You will use your best  endeavours until the Termination Date to promote, protect and develop the  business of the Company and the Group.   You will also faithfully and diligently perform any duties under this  Agreement and your    |

 

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|        |   | Contract of Employment as well as such other duties  or directions given by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.2    |   | It is agreed that from the date of this Agreement to  the Termination Date that the Company may not terminate your employment prior  to the Termination Date, save where you commit an act of Gross Misconduct.  For the purposes of this clause 2, “Gross Misconduct” shall mean that you  have physically assaulted another employee of the Company or have stolen  goods or property of the Company. In the event that the Company terminates  your employment prior to the Termination Date by reason of Gross Misconduct  then the Company will pay to you your normal salary and benefits up to the  date on which your employment is terminated by reason of Gross Misconduct and  shall not be liable to pay you the Contractual Payment referred to in clause  4 within 14 days of the date on which your employment is terminated by reason  of Gross Misconduct. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.     |   | The Company will pay to you on or as soon as  possible after the Termination Date (but in any event no later than the next  available payroll run after the Termination Date) all outstanding payments  owed to you in respect of your basic salary and other contractual benefits up  to and including the Termination Date less tax and national insurance. Such  payment(s) will be paid into the bank account into which your salary is  normally paid.                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.     |   | The Company further agrees to pay you and you agree  to accept, as provided for by the terms of your employment with the Company,  a lump-sum termination payment of cash of £660,000 (“**the  Contractual Payment**”). The Contractual Payment will be paid into  the bank account into which your salary is normally paid on or as soon as  possible after the Termination Date (but in any event no later than the next  available payroll run after the Termination Date). The Company will deduct  tax and national insurance at your normal rate from the Contractual Payment  and pay this to the relevant authority. The Compensation Payment will be made  subject to the Company’s receipt of this Agreement signed by you and by your  independent adviser at Appendix 1 by the Termination Date.                                                      |
|   |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.     |   | The Company further agrees to pay you and you agree  to accept a payment of £27,500 as compensation for the termination of your  employment (“**the Compensation Payment**”). This  payment will be paid into the bank account into which your salary is normally  paid on the 6 March 2007. The Compensation Payment will be paid without  deduction of tax in the belief that the Compensation Payment will not be  taxable pursuant to the provisions of Section 403 of the Income Tax (Earnings  and Pensions) Act 2003. The Compensation Payment will be made subject to the  Company’s receipt of this Agreement signed by you and by your independent  adviser at Appendix 1 by the Termination Date.                                                                                                                                                      |

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| 6.     |   | Other than the tax and national insurance referred  to above, you will indemnify the Company in respect of any further tax or  employee national insurance (together with interest and/or any penalties for  which the Company has to account to the Inland Revenue) in respect of this  payment or of the other terms contained in this Agreement or the vesting,  exercise, lapse of restriction of any stock option or stock. You authorise  the Company to deduct any sums due to the Company from you from the monies  payable under this Agreement.                                                                                                                                                                                                                                                                                                      |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 7.     |   | For 2006 and 2007, the Company will, as it has in  the past, have the accountancy firm it uses for expatriate tax filings  prepare your U.S. federal and state tax returns on your behalf, and you will  cooperate with the Company to accomplish the filing (for example, by  providing any necessary information and by executing the required documents).  The Company will also provide you with the same tax equalization (i.e., to  the extent any U.S. tax due is not fully offset against any U.K. liability)  as it has in prior years with respect to your income taxable in the U.S. (but  only with respect to NTL and its affiliates and not with respect to  compensation provided by any other future employer), up to a maximum of  $6,000. (This tax equalization does not include coverage of any excise taxes  which may or may not apply). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 8.     |   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.     |   | The Company will provide a reference in the form  attached to this Agreement at Appendix 2 and will deal with any related  enquiry in a manner which is consistent with the terms of the reference  provided that nothing in this Agreement will fetter the Company’s obligation  to give full disclosure as required by law or statutory or regulatory  authority. The Company reserves the right to amend and/or add to the  reference in order to meet such obligation and/or as a result of information  which comes to light after the date of this Agreement.                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.    |   | The Company will arrange for outplacement  counselling services to be available to you by the Company’s authorised  provider of such services, DBM, for a period of six months following the  Termination Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 11.    |   | Subject the indemnity contained  in paragraph 6, it is agreed between you and the Company and the  Parent Company that your grant of 9,668 stock options at $0.02 exercise price  and 41,917 stock options at $15.32 exercise price pursuant to the terms of  the Telewest Global Inc. 2004 Stock Incentive Scheme (the “**TGI 2004 Plan**”) and which are subject to vesting on 19  July 2007 will vest on the Termination Date. It is further agreed between you  and the Company and the Parent Company that all such stock options which have  vested but which are unexercised as at the Termination Date will be exercisable  for a period of 60 days from the Termination Date except your 9,668 stock  options at                                                                                                                            |

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|        |   | $0.02 exercise price, which must be exercised on the  Termination Date, provided that your employment was not terminated prior to  the Termination Date by reason of Gross Misconduct (as defined at Clause 2.2  above). All other terms of these stock options will continue in full  force and effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 12.    |   | Subject the indemnity contained  in paragraph 6, in accordance with the provisions of a Non Qualified  Stock Option Notice dated 6 July 2006 (the “**Stock  Option Notice**”) and the NTL Incorporated 2006 Stock Incentive Plan  (the “**2006 Plan**”) and issued to you by the  Parent Company as part of the Parent Company’s 2006/2008 Long Term Incentive  Plan it is agreed between you and the Parent Company that 7,841 of your grant  of 39,205 stock options pursuant to the terms of the Stock Option Notice and  the 2006 Plan and which vested on 1 January 2007 and that such stock options  will be exercisable for a period of three calendar months from the  Termination Date. You will  not receive any payment in respect of the Restricted Stock Unit element of  the 2006/2008 Long Term Incentive Plan when and if that is awarded to the Company’s employees. All  your unvested stock options or any such vested stock options that have not  been exercised will lapse and be forfeited, in respect of the former on the  Termination Date and in respect of the latter on the expiry of the three  months period following the Termination Date. All other terms of the Stock  Option Notice for such stock options will continue in full force and effect. |
|   |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 13.    |   | Subject the indemnity contained  in paragraph 6, notwithstanding the provisions of clauses 3.1 and 5 of  a Restricted Stock Agreement entered into by you and the Parent Company and  dated 26 May 2006 (the “Restricted Stock Agreement”) it is agreed between you  and the Parent Company that 25,000 shares of the 37,500 shares of restricted  stock granted to you pursuant to the Restricted Stock Agreement will vest on  the Termination Date, provided that your employment was not terminated prior to the Termination Date by  reason of Gross Misconduct (as defined at Clause 2.2 above). It is  further agreed between you and the Parent Company that the Transfer Restrictions  (as set out in clause 2 of the Restricted Stock Agreement) applicable to such  25,000 shares of restricted stock shall lapse on the Termination Date and  that the Termination Date shall thereafter be treated as being the Lapse Date  for the purposes of the Restricted Stock Agreement. The balance of 12,500  shares of the 37,500 shares of restricted stock granted to you pursuant to  the Restricted Stock Agreement will lapse and be forfeited by you on the  Termination Date. All other terms of Restricted Stock Agreement will continue  in full force and effect.                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 14.    |   | Notwithstanding the  provisions of Clause 5 of your contract of employment with the Company signed  by you on 6 March 2000, it is agreed that you will continue to be eligible  for any potential earnings under the 2006 Group Bonus Scheme (if any), at an  expected range of between 0% to 150% of your basic salary, with a target  bonus of 75% of your basic salary, provided that your employment has not been  terminated prior to the Termination Date by reason of Gross Misconduct (as  defined at Clause 2.2 above). All payments, if any, will                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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|        |   | be  subject to terms of the 2006 Group Bonus Scheme.  Any bonus payment will be paid on 31 March  2007 unless circumstances arise which require for payment to all employees to  be made on another date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 15.    |   | You agree to remain bound by the restrictions set  out in the schedule to the variation of your Contract of Employment dated 18  October 2004, and in addition agree that the reference therein to the  “Telewest Group” shall mean: “NTL Incorporated and its subsidiaries”. The  Company agrees not to demand your compliance with the restrictive covenants  contained in your Contract of Employment unreasonably, and further agrees that  you may apply to seek the Company’s agreement to waive its rights in  connection with such covenants by writing to Robert Mackenzie at the  Company’s offices in Hook.                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 16.1   |   | The Company and the  Parent Company warrant and confirm that they have full power and authority to  enter into this Agreement and that each provision of this Agreement will be  legally binding on and enforceable against the Company and/or the Parent  Company by you.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 16.2   |   | In the event that any of  the provisions of this Agreement are for whatever reason not legally binding  on and/or enforceable against the Company and/or the Parent Company by you,  the Company and the Parent Company agree to indemnify you in respect of any  loss incurred or sustained by you as a result of each and any of the  provisions of this Agreement failing to be either legally binding on and/or  enforceable against the Company and/or the Parent Company (including but not  limited to the costs of putting you in the same position as you would have  been if any such provisions had been legally binding on and/or enforceable  against the Company and/or the Parent Company together with all costs  (including legal fees) incurred by you in relation to enforcing this clause  15 against the Company and/or Parent Company. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 16.3   |   | For the avoidance of  doubt, the Company and the Parent Company agree that this paragraph 16 is to  be governed by the laws of England and Wales and will submit to the  jurisdiction of the Courts of England and Wales in determining any issue  arising out of or in connection with this paragraph 16.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 17.    |   | 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.                                                                                              |

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| 18.    |   | 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. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 19.    |   | Provided that a compromise agreement is reached and  signed between the parties, ntl will pay your reasonable legal costs for  legal advice as to the terms and effect of this Agreement up to a maximum of  £750 plus VAT. Payment will be made direct to your relevant independent legal  advisor’s firm subject to receipt of an appropriate VAT invoice addressed to  you and marked payable by the Company from your legal advisor’s firm. The  invoice should be marked for the attention of Melissa Westgarth, and sent to  the Company’s offices at ntl House, Bartley Wood Business Park, Hook,  Hampshire, RG27 9UP. It is agreed that Taylor Walton Solicitors shall have  the right to enforce payment of their invoice directly against the Company  under the Contracts (Rights of Third Parties) Act 1999.                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.    |   | You warrant that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.1   |   | You have not withheld or failed to disclose any  material fact concerning the performance of your duties with the Company  and/or the Group or any breach of any material term (express or implied) of  your contract of employment which would have entitled the Company to have  dismissed you summarily;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.2   |   | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.3   |   | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.4   |   | On the basis of the information provided by you to  your relevant independent legal advisor, you have been advised by them  following consideration of (a) to (ee) below that:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | 20.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Your possible claims or  particular complaints against the Company or any Group Company, whether  statutory or otherwise, may |

 

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include those set out below at (a) - (ee)which are marked “yes” as follows:-
| (a)    | breach of contract                                                                                                                                                           |   | Yes    |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |                                                                                                                                                                         |   |   |
| (b)    | wrongful  dismissal                                                                                                                                                          |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (c)    | unfair  dismissal/automatically unfair dismissal                                                                                                                             |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (d)    | unlawful  detriment under the Employment Rights Act 1996                                                                                                                     |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (e)    | any other claim  pursuant to the Employment Rights Act 1996                                                                                                                  |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (f)    | statutory  redundancy payment                                                                                                                                                |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (g)    | unlawful  deductions from wages under the Employment Rights Act 1996                                                                                                         |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (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                                                                                                                                      |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (o)    | under the Trade  Union and Labour Relations (Consolidation) Act 1992 (as amended)                                                                                            |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (p)    | working time or  holiday pay under the Working Time Regulations 1998                                                                                                         |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (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                                                                                                             |   | Yes    |
|   |                                                                                                                                                                         |   |   |
| (s)    | under and/or  concerning the Employment Relations Act 1999                                                                                                                   |   | Yes    |

 

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| (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                                                                                                                                                                                                                                                                                                                               |   | Yes    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| (v)    | under and/or  concerning the Transfer of Undertaking (Protection of Employment) Regulations  1981 (as amended)                                                                                                                                                                                                                                                                                                                                                                                      |   | Yes    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| (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 of which you are aware as at  the date of this agreement                                                                                                                                                                                                                                                                                                              |   | No     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| (y)    | in relation to  any personal injuries of which you are aware as at the date of this agreement                                                                                                                                                                                                                                                                                                                                                                                                       |   | No     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| (z)    | harassment under  the Protection from Harassment Act 1997                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | Yes    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| (aa)   | under and/or  concerning the Data Protection Act 1998                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Yes    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| (bb)   | under and/or  concerning the Transnational Information and Consultation of Employees  Regulations 1999                                                                                                                                                                                                                                                                                                                                                                                              |   | Yes    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| (cc)   | under and/or  concerning the Information and Consultation of Employees Regulations 2004                                                                                                                                                                                                                                                                                                                                                                                                             |   | Yes    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| (dd)   | under and/or  concerning the Human Rights 1998                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Yes    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| (ee)   | arising as a  consequence of the United Kingdom’s membership of the European Union; and                                                                                                                                                                                                                                                                                                                                                                                                        |   | Yes    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 20.5   | You are not aware as at  the date of this Agreement of any facts or circumstances that may give rise  to a claim against the Company or any Group Company or their officers or  employees 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 paragraph 20.4 above. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 20.6   | 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                                                                                                                                                                      |

 

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|        |   | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.7   |   | You have not failed to disclose any personal  injuries of which you are aware as at the date of this Agreement in relation  to which you reasonably believe you could claim against the Company and/or  the Group as at the date of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.8   |   | You have acted in the best interests of the Company  and any Group Company and have not knowingly committed any breach of duty of  any kind owed to the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.    |   | These terms which are offered without any admission  of liability and which you agree to accept in consideration for the payment  specified in paragraph 4 and 5 of this Agreement are in full and final settlement of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.1   |   | the claims listed in clause 20.4.1 above and marked  “yes”; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.2   |   | 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 of which you are aware as at the date of this  Agreement 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,  its termination, or any other matter concerning the |

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|        |   | Company 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  stress-related claims and/or other claims relating to depression or other  mental illness and all losses arising therefrom of which you are not aware at  the date of signing this Agreement or 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 22.    |   | 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 Taylor Walton Solicitors,  any company in the Group or any employee, agent or officer of any Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 23.    |   | You confirm that you have received independent legal  advice from David von Hagen of Taylor Walton Solicitors, 28-44 Alma Street, Luton,  LU1 2PL 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 paragraph 20 above and in particular the effect of this Agreement on your  ability to pursue your rights before an Employment Tribunal or any other Court.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | David von Hagen is a relevant independent adviser  (within the meaning of section 203 of the Employment Rights Act 1996) and  there was in force when 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 24.    |   | 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. |

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| 25.    |   | 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.                                                                                                             |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                |
| 26.    |   | Within this Agreement “Group  Company” means any one of the Company, its subsidiaries, holding company or  any subsidiary of its holding company (in each case as defined by section 736  of the Companies act 1985 as amended) and the “Group” has the corresponding  meaning. |

 

This Agreement is governed by the law of England and Wales and anydispute is subject to the exclusive jurisdiction of the courts of England andWales.
| Yours sincerely,                                    |
|-----------------------------------------------------|
|                                                |
|                                                |
| /s/ Robert M.  Mackenzie                            |   |
|                                                |
| for and on  behalf of                               |
| **Telewest  Communications Group Limited**          |
| ** **                                          |
| **AND**                                             |
| ** **                                          |
| ** **                                          |
| /s/ Jacques D.  Kerrest                             |   |
|                                                |
| for and on  behalf of                               |
| **NTL  Incorporated, a Delaware corporation**       |
| ** **                                          |
| ** **                                          |
| I hereby confirm  my acceptance to the above terms. |
|                                                |
|                                                |
| Signed:                                             | /s/ Neil Smith |   |
|                                                |   |   |
|                                                | **Neil  Smith** |   |
| ** **                                          |
| Dated: 28  February 2007                            |

 

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**APPENDIX 1**

Advisor’s Certificate

I, David von Hagen of Taylor Walton Solicitors, 28-44 Alma Street,Luton, LU1 2PL hereby confirm that I am a relevant independent adviser withinthe meaning of section 203 of the Employment Rights Act 1996 and that TaylorWalton has a valid policy of insurance or indemnity in force.
| Signed:                  | /s/ David von Hagen |   |
|--------------------------|---------------------|--------|
|                     |                |   |
|                     | **David von Hagen** |   |
| ** **               |
| Dated: 28  February 2007 |

 

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**APPENDIX 2**

Draft Reference

To whom it may concern

Dear Sir

Re: Mr Neil Smith

We write to confirm that Neil Smith wasemployed by the ntl:telewest group of companies from March 2000 to March 2007.During his time in our employ he filled various finance roles including:Consumer Finance Director, CFO Telewest Global Inc and finally Deputy CFO anddirector of Integration from March 2006 to March 2007.

As a senior employee of the group, Neilalways acted with the utmost integrity and professionalism.

Yours faithfully

[insert name]

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