**Exhibit 10.3**

 

Virgin Enterprises Limited

120 Campden Hill Road

London

W8 7AR

 

Date: 3 April 2006

 

Dear Sirs,

 

We agree that, for so longas the Licence Agreement (of even date herewith) between our subsidiary, NTLGroup Limited, and Virgin Enterprises Limited (“VEL”, which term shall bedeemed to include its permitted assignees) shall remain in full force andeffect, VEL shall be entitled to make proposals to the Nominations Committee(or any successor in function thereto) of NTL Incorporated for one individualto be elected to the Board of Directors of NTL Incorporated (the “Board”). Suchperson, if approved by the Nominations Committee and the Board, shall beappointed as a member of the Board (subject to shareholder, regulatory and anyother customary approvals). The first such appointment, if the individualproposed by VEL is approved as a nominee by the Nominations Committee and theBoard, shall be effective as of the first meeting of the Board immediatelyafter the Commencement Date (as defined in the Licence Agreement).

 

If such individual shall notbe approved as a nominee by the Nominations Committee or appointed by the Boardor shall not receive any other required approvals, or if any director appointedpursuant to this letter shall cease to be a director of the Board, VEL shallhave a continuing right to propose alternative candidates with the view to theelection of one such candidate to the Board, if reasonably practicable, at thenext Board meeting following such nomination.

 

In determining whether toapprove any such proposed candidate, the Nominations Committee and the Boardshall be entitled to take into account whether the candidate will qualify,under then current standards, as an “independent director” for purposes ofapplicable regulations of the Securities and Exchange Commission, NASDAQ andany other relevant regulatory or self-regulatory organization. For purposes ofthis letter, “NTL Incorporated” shall have the meaning set forth in the LicenceAgreement. .The initial appointment proposed by VEL shall be in the class ofDirectors whose position is

 

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up for election by the stockholders at the2008 annual meeting of stockholders except to the extent otherwise required byNTL Incorporated’s bylaws, which require that each class be as nearly equal aspossible, and applicable law.

 

In the event that NTLIncorporated shall no longer be a listed public company or shall no longerseparately report its Consumer Revenues (as defined in the Licence Agreement)in its public filings, this obligation shall no longer apply in respect of NTLIncorporated and instead shall apply in respect of a company within the NTLGroup (as defined in the Licence Agreement) whose subsidiaries are responsiblefor generating 100% of the NTL Group’s revenue from Licensed Activities andwhose Substitute Quarterly Reports and Substitute Annual Reports (as defined inthe Licence Agreement) are provided pursuant to clause 4.9 of the LicenceAgreement and such company is responsible for the active supervision of thesubsidiaries carrying out the Licensed Activities.

 

Please sign the enclosedcopy of this letter to indicate your agreement to the foregoing.

 
|                       | Sincerely,             |
|----------------------------|------------------------|
|                       |                   |
|                       | NTL INCORPORATED       |
|                       |                   |
|                       | By:                    | /s/ Bryan  Hall |   |
|                       | Name: Bryan Hall       |
|                       | Title: General Counsel |
|                       |
| Accepted and Agreed:       |
|                       |
| VIRGIN ENTERPRISES LIMITED |
|                       |
| By:                        | /s/ Gordon  McCallum   |   |
| Name: Gordon McCullum      |
| Title: Director            |
|                            |                        |  |  |  |  |

 

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