Exhibit
10.2  DATED
13 March 2008  VIRGIN
MEDIA LIMITED  and  Andrew Barron  
  SERVICE
AGREEMENT  
    Virgin Media Limited 160
Great Portland Street London W1W 5QA


CONTENTS  Clause
  
  Page1
  DEFINITIONS AND INTERPRETATION
  12
  TERM OF EMPLOYMENT
  23
  DUTIES
  24
  HOURS OF WORK
  35
  GRATUITIES
  36.
  CODES OF CONDUCT
  37.
  REMUNERATION
  48
  PENSION SCHEME
  59
  OTHER BENEFITS
  510
  COMPANY CAR/CAR ALLOWANCE
  611
  EXPENSES
  712
  ANNUAL LEAVE
  713
  ILLNESS
  714
  RESTRICTIONS DURING EMPLOYMENT
  815
  INTELLECTUAL PROPERTY
  816
  CONFIDENTIALITY
  917
  DATA PROTECTION
  1018
  DEDUCTIONS FROM SALARY
  1019
  HEALTH AND SAFETY
  1120
  ENTITLEMENT TO WORK IN THE UK
  1121
  MONITORING
  1122
  TERMINATION OF EMPLOYMENT
  1123
  SUSPENSION
  1324
  TERMINATION AND RETURN OF COMPANY PROPERTY
  1425
  RECONSTRUCTION OR AMALGAMATION
  1426
  RESTRICTIONS
  1627
  SEVERABILITY
  1728
  THIRD PARTIES
  1829
  NOTICES
  1830
  STATUTORY INFORMATION
  18  i


31
  MISCELLANEOUS
  1032
  CHANGES TO TERMS AND CONDITIONS
  19SCHEDULE 1
  
  10Options to purchase common stock of Virgin Media Inc.SCHEDULE 2
  
  21Statement Of Particulars Pursuant To The Employment Rights
  Act 1996SCHEDULE 3
  
  22Certificate of Compliance  ii


THIS DEEDis made on 13 March 2008  BETWEEN:  (1)Virgin
Media Limitedwhose registered office is at 160
Great Portland Street, London, W1W 5QA (the Company);
and  (2)Andrew
Barron (the Executive).  recital  The Company shall employ the Executive and
the Executive shall serve the Company as Managing Director, Strategy of the
Company on the following terms and subject to the following conditions (the Agreement):  NOW
THIS DEED WITNESSES:  1DEFINITIONS AND INTERPRETATION  1.1In
this Agreement unless the context otherwise requires the following expressions
shall have the following meanings:  Garden Leave  any period during which the Company has
exercised its rights under clause 23.2  Group  the Company, its holding company (as
defined in Section 736 of the Companies Act 1985) (including, without
limitation, Virgin Media Inc.) and its group undertakings (as defined in
Sections 258 and 259 of the Companies Act 1985) from time to time and Group Company means any one of them; and  1.2Any
reference to a statutory provision shall be deemed to include a reference to
any statutory modification or re-enactment of it.  1.3The
headings in this Agreement are for convenience only and shall not affect its
construction or interpretation.  1.4References
in this Agreement to a person include a body corporate and an incorporated
association of persons and references to a company include any body corporate.  1.5Where
appropriate, references to the Executive include his personal representatives.  1


2TERM OF EMPLOYMENT  2.1The
employment of the Executive shall be deemed to have commenced on 17 March 2008
and (subject to termination as provided below) shall be for an indefinite
period terminable by either party giving to the other:  2.1.16 months
notice in writing if such notice is given by either party on or before 25
September 2008; or  2.1.212 months
notice in writing if such notice is given by either party at any time after 25
September 2008.  2.2Notwithstanding
clause 2.1 above the employment of the Executive shall
terminate on the day when the Executive reaches age 65.  2.3The
Executive represents and warrants that he is not bound by or subject to any
contract, court order, agreement, arrangement or undertaking which in any way
restricts or prohibits him from entering into this Agreement or performing his
duties under it.  3DUTIES  3.1The
Executive shall during his employment under this Agreement:  3.1.1perform
the duties and exercise the powers which the Chief Executive Officer may from
time to time properly assign to him in his capacity as Managing Director,
Strategy or in connection with the conduct and management of the Group
(including serving on the board of such Group Company or on any other executive
body or any committee of such a company);  3.1.2report
directly to the Chief Executive Officer or Acting Chief Executive Officer of
the Group;  3.1.3do all in
his power to promote, develop and protect the business of the Group and at all
times and in all respects conform to and comply with the proper and reasonable
directions and regulations of the Group;  3.1.4devote
the whole of his working time and attention to the duties assigned to him;  3.1.5faithfully
and diligently serve the Group;  3.1.6act in
the best interests of the Group;  3.1.7comply
with his fiduciary duties;  3.1.8not enter
into any arrangement on behalf of any Group Company which is outside its normal
course of business or his normal duties or which contains unusual or onerous
terms; and  2


3.1.9report the wrongdoing (for
example acts of misconduct, dishonesty, breaches of contract, fiduciary duty,
company rules or the rules of the relevant regulatory bodies) whether
committed, contemplated or discussed by any other director or member of staff
of any Group Company of which the Executive was aware to the General Counsel
and Chief Executive Officer immediately, irrespective of whether this may
involve some degree of self incrimination.  3.2The
Executive shall give such information regarding the affairs of the Group as
senior management shall require, and in any event, report regularly and keep
senior management informed.  3.3The
Executives normal place of work will be Bartley Wood Business Park, Bartley Way, Hook, RG27 9UP and 160 Great Portland
Street, London, W1W 5QA. The Executive agrees that he
may however work in any place within the United Kingdom, which the Company may
reasonably require and he may be required to travel abroad when required by the
Group for the proper performance of his duties.  4HOURS OF WORK  4.1The
Executive will comply with the Group's normal hours of work and will also work
such additional hours as are reasonably necessary to perform his duties. He
will not receive any further remuneration for any hours worked in addition to
the normal working hours.  4.2The
Executive agrees that the performance of his duties pursuant to this Agreement
may require him to work more than 48 hours per week and consents to opt out of
that part of the Working Time Regulations 1998 which limits the working week to
a maximum of 48 hours averaged over 17 weeks. The Executive may withdraw this
consent to work more than 48 hours per week by giving not less than three
months' notice to the General Counsel or Managing Director, HR.  5GRATUITIES  5.1The
Executive shall not directly or indirectly accept any commission, rebate,
discount or gratuity in cash or in kind from any person who has or is having or
is likely to have a business relationship with any Group Company unless the
gratuity is of minimal value and only made on an occasional basis.  5.2Notwithstanding
clause 5.1 above, the Executive shall register any such gratuity on the Gifts
and Hospitality Register, whether or not any such gift or hospitality is
accepted. Details of the Gifts and Hospitality Register are available from
Human Resources or via the Group Risk and Human Resources intranet sites.  6CODES OF CONDUCT  6.1The
Executive shall comply (and procure that his spouse and minor children shall
comply) with all applicable rules and regulations of the NASDAQ Exchange and
the laws of the United States of America applicable to any Group Company,
including without limitation the regulations of the U.S.
Securities and Exchange Commission,  3


and any other codes, rules or regulations of any other relevant
regulatory authority in the UK, USA or any other relevant jurisdiction from
time to time in relation to the holding or trading of shares, debentures or
other securities.  6.2The
Executive shall comply with any Codes of Conduct of the Group (including but
not limited to the Groups Code of Conduct together with the Code of Ethics for
Principle Executive and Senior Officers of Virgin Media Inc. and the Group's
Insider Trading Policy) from time to time in force and any other relevant
regulatory authority. The Company may require from time to time questionnaires
or other forms to be completed by the Executive in connection with these Codes
of Conduct and other policies; the Executive agrees to complete these forms in
a timely fashion.  6.3The Executive shall sign the Groups Certificate of Compliance in
relation to any such codes; a copy of the Certificate is appended to this
Agreement under Schedule 3. In the event that the Company requires further
certifications, the Executive agrees to comply in a timely fashion.  7REMUNERATION  7.1The
Company shall pay to the Executive a salary at the rate of three hundred and
thirty thousand pounds (£330,000) gross per year subject to deductions for
income tax and national insurance contributions and inclusive of any fees
payable to him by reason of his holding any Office in any Group Company.  7.2The
Executives salary shall accrue from day to day and be payable by equal monthly
instalments in arrears on or about the last working day of each month.  7.3The
Executives salary shall be reviewed once in every year; normally the 1st
July of each year. The undertaking of a salary review does not confer a
contractual right (whether express or implied) to any increase in salary and
the Executive acknowledges that any salary increase is at the discretion of the
Company.  7.4The
Executive is eligible to participate in such bonus scheme as the Group may from
time to time nominate subject to the rules of such scheme as amended from time
to time. The payment of any bonus together with any amount payable is at the
Groups absolute discretion and may from time to time be determined by the
Group. Any bonus payment will not be part of the contractual remuneration or
fixed salary hereunder. Details of the bonus scheme will be communicated to the
Executive separately.  7.5The Executive shall be entitled to a guaranteed bonus payment of
56.25% of base salary for the 2008 fiscal year, payable in the first quarter of
2009.  7.6The entitlement to and payment of any bonus is conditional upon the
Executive being employed on the last calendar day of the month in which the
bonus is paid (currently March). The Executive acknowledges that the
termination of the Executives employment whether lawful or unlawful prior to
the last calendar day of the relevant bonus period shall
not in any circumstance give rise to a claim by the Executive for  4


compensation in lieu of such bonus or compensation to
cover the loss of opportunity to earn such bonus. In the event that the Company
improves this policy for senior executives, it will consider application of
that policy to the Executive.  8PENSION SCHEME  8.1The
Executive will be eligible to become a member of the Companys group pension
plan (Pension Plan), to which the Company shall contribute the amount of 12%
of base salary, which amount may be increased from time to time in accordance
with prevailing Company limits and the rules of the Pension Plan. The Executive
will be contracted into the State Second Pension (S2P) unless the Executive
opts to contract-out or contracting-out is a requirement of the Executives
plan. The Executives contributions will be deducted from monthly salary
payments and passed on to the Pension Plan provider. At any time the Company
may elect to suspend or terminate operation of the Pension Plan and replace
them with another arrangement(s). An outline description of the terms of the
Pension Plan, are set out in a members guide. A copy of this document is
available from Human Resources or may be available on the Group intranet site.  9OTHER BENEFITS  9.1During
the employment term, the Executive shall be eligible to receive options to
purchase common stock of Virgin Media Inc. as set forth in Schedule 1. Any
further options to purchase common stock of Virgin Media Inc. shall be subject
to such exercise prices, schedules as to exercisability and other terms and
conditions as may be determined in the sole discretion of the Compensation
Committee of Virgin Media Inc.  9.2The
Executive may participate in the following schemes (each referred to below as
an insurance scheme):  9.2.1a private
medical expenses insurance scheme providing such cover for the Executive and
his spouse/partner and children as defined in the rules of the scheme as the
Company may from time to time notify to the Executive. This benefit will be
subject to deduction of tax in line with Inland Revenue requirements;  9.2.2a private
dental insurance scheme providing such cover for the Executive and his
spouse/partner as the Company may from time to time notify to the Executive. This
benefit will be subject to the deduction of tax in line with Inland Revenue
requirements;  9.2.3subject
to the applicable waiting period, a salary continuance or long-term disability
insurance scheme providing such cover for the Executive as the Company may from
time to time notify to him;  9.2.4a life
insurance scheme under which a lump sum benefit shall be payable on the
Executives death while this Agreement continues; the benefit of which shall be paid to such dependants of the Executive or other
beneficiary as the  5


trustees of the scheme select at their discretion, after considering
any beneficiaries identified by the Executive in any expression of the
Executives wishes delivered to the trustees before his death. The benefit is
equal to 4 times the Executives annual gross earnings at his death but annual
gross earnings for this purpose shall not exceed the relevant limits prescribed
by the Company from time to time. The Executive is required to complete all
necessary paperwork to ensure eligibility to full benefit under the scheme. The
Company accepts no liability should full payment not be made on the basis that
the Executive has failed to complete the requisite paperwork. The Executive may
be required to undergo examinations by a medical examiner appointed or approved
by the Company in connection with the operation of the scheme; and/or  9.2.5a
personal accident insurance scheme providing such cover for the Executive as
the Company may from time to time notify to him.  9.3Benefits
under any insurance scheme shall be subject to the rules of the scheme(s) and
the terms of any applicable insurance policy and are conditional upon the
Executive complying with and satisfying any applicable requirements of the
insurers. Copies of these rules and policies and particulars of the
requirements shall be provided to the Executive on request. The Company shall
not have any liability to pay any benefit to the Executive under any insurance
scheme unless it receives payment of the benefit from the insurer under the
scheme. The Company reserves the right to amend or withdraw any insurance
scheme at its discretion from time to time.  9.4Any
insurance scheme which is provided for the Executive is also subject to the
Companys right to alter the cover provided or any term of the scheme or to
cease to provide the scheme at any time.  9.5The
provision of any insurance scheme does not in any way prevent the Company from
lawfully terminating this Agreement in accordance with the provisions of this
Agreement even if to do so would deprive the Executive of membership of or
cover under any such scheme.  10COMPANY CAR ALLOWANCE  The Company shall provide the Executive with a non-pensionable car
allowance of £1,041.66 gross per month payable monthly in arrears (£12,500 per
annum), together with payment of salary pursuant to clause 7.Full details are contained in the Perk Car Policy which is
available on the Group intranet site. The Company reserves the right to review
and amend these policies at any time. It is a condition of the Executives
employment that the Executive retains a current full driving licence (valid in
the UK) and complies with the rules of the prevailing Perk Car Policy. If the
Executive fails to comply with these rules or is disqualified from driving for
any period, the Company reserves the right to dismiss the Executive immediately
without compensation in accordance with the Companys Disciplinary Policy and
Procedures.  6


11EXPENSES  The Company shall reimburse or procure that
the Executive is reimbursed all expenses properly incurred in accordance with
the Companys Travel and Expenses policy in force from time to time and
available on the Group intranet site or from Human Resources.  12ANNUAL LEAVE  12.1The
Executive is entitled to 28 days holiday with pay every calendar year in
addition to bank and other public holidays. The Companys holiday year runs
from 1 January to 31 December.  12.2The
Company may refuse to allow the Executive to take holiday in circumstances
where it would be inconvenient to the business (including bank or public
holidays). The Company reserves the right to refuse holiday (including holiday
that has previously been approved) up to and including the day before the
holiday is due to be taken. In such circumstances the Company will however
attempt to give as much notice as reasonably possible.  12.3If
either party serves notice to terminate the employment the Company may require
the Executive to take any accrued but unused holiday entitlement during the
notice period (whether or not the Company has exercised its rights under clause
23.2).  12.4In all
other respects unless detailed above, the Executive is subject to the terms of
the Companys annual leave policy which is available on the Group intranet site
or from Human Resources.  13ILLNESS  13.1If the
Executive is absent from work due to sickness or injury, the Executive may be
eligible for Company sick pay, which is payable at the Companys absolute
discretion. Subject to this discretion and provided the Executive complies with
the Sickness Absence Policy requirements, the Executive will be paid according
to the Executives normal basic salary rate. Further details are set out in the
Companys Sickness Absence Policy which is available on the Group intranet site
or can be obtained from Human Resources.  13.2If the
Executive is incapable of performing his duties by reason of injury sustained
wholly or partly as a result of negligence, nuisance or breach of any statutory
duty on the part of a third party and the Executive recovers an amount by way
of compensation for loss of earnings from that third party, he shall
immediately pay that part of such amount to the Company which relates to loss
of earnings for the period during which he was paid by the Company but unable
to perform his duties under the Agreement.  13.3The
Company shall be entitled to require the Executive to undergo examinations from
time to time by a medical adviser appointed or approved by the Company and the  7


Executive authorises the medical adviser and/or
will provide such consents as are necessary to disclose to the Company the
results of such examinations.  14RESTRICTIONS DURING EMPLOYMENT  14.1The Executive shall not during
his employment with the Company and warrants to the Company that as at the date
of this agreement he is not (save as a representative of the Company or with
the prior written approval of the General Counsel or Chief Executive Officer)
whether directly or indirectly, paid or unpaid, be engaged or concerned in the
conduct of, be or become an employee, agent, partner, consultant or director of
or assist or have any financial interest in any other actual or prospective
business or profession which is similar to or in competition with the business
carried on by any Group Company or which may reasonably be thought by the
Company to interfere, conflict or compete with the proper performance of the
Executives obligations to the Group. The Executive may not hold any office as
a director or chairman of another company without the prior written consent of
the Company. In any event, the Executive may not be the chairman of a FTSE 100
company or be a non-executive director of more than one such company.  14.2The Executive shall be
permitted to hold shares or securities of a company any of whose shares or
securities are quoted or dealt in on any recognised investment exchange
provided that any such holding shall not exceed one per cent of the issued
share capital of the company concerned and is held by way of bona fide
investment only (Investment).  14.3The Executive shall disclose
to the Company any matters relating to his spouse or civil partner (or anyone
living as such), their children, stepchildren, parents or any trust or firm
whose affairs or actions he controls which, if they applied to the Executive,
would contravene clauses 14.1 or 14.2 to the extent that he has actual
knowledge of such matters.  15INTELLECTUAL
PROPERTY  15.1Intellectual
Property Rights means any patents, trade marks, service marks,
design rights, registered designs, applications for any of the foregoing,
copyright, database rights, know-how and other similar rights or obligations
whether registrable or not in any country.  15.2The parties agree that any
Intellectual Property Rights in any material or invention that the Executive
creates (or participates in creating) in the course of business (Company IPR) shall vest in the Company.  15.3The Executive hereby assigns
to the Company with full title guarantee and, when appropriate, by way of
future assignment, all his rights in the Company IPR for the full term thereof
throughout the world. The Executive must complete whatever documents or take
whatever action the Company may request from time to time, both during and after
the termination of the Executives employment, to obtain any applicable
registrations and to confirm that all Company IPR vests in the Company.  8


15.4The Executive waives all moral
rights (whether arising under Chapter IV of the Copyright, Designs and Patents
Act 1988 or otherwise, to the extent permissible under law) in works to which
clause 15.2 applies.  15.5The Executive hereby
irrevocably appoints the Company to be his attorney in his name and on his
behalf to execute and do any such instrument or thing and generally to use his
name for the purpose of giving to the Company or its nominee the full benefit
of this clause.  16CONFIDENTIALITY  16.1Without prejudice to his
common law duties, the Executive shall not (save in the proper course of his
duties, as required by law or as authorised by the Company) use or communicate
to any person (and shall prevent the use or communication of) any trade or
business secrets or confidential information of or relating to any Group
Company (including but not limited to details of actual or potential customers,
employees, consultants, suppliers, designs, products, product applications,
trade arrangements, terms of business, customer requirements, operating systems,
sales information, marketing information or strategies, manufacturing
processes, software, disputes, commission or bonus arrangements, pricing and
fee arrangements and structures, business plans, financial information,
inventions, research and development activities, personal or sensitive personal
data and anything marked or treated as confidential) which he creates,
develops, receives or obtains while in the service of any Group Company. This
restriction shall continue to apply after the termination of the Executives
employment howsoever arising without limit in time.  16.2Reference to confidential
information in this clause 16 shall not include information which is in the
public domain at the time of its disclosure or which comes into the public
domain after its disclosure otherwise than by reason of a breach of this
agreement, information which was already demonstrably known to the receiving
party at the date of disclosure and had not been received in confidence from
the Company or information which is required to be disclosed as a matter of law.
It shall include information in the public domain for so long as the Executive
is in a position to use such information more readily than others who have not
worked for the Company.  16.3During his employment the
Executive shall not make (other than for the benefit of the Company) any record
(whether on paper, computer memory, disc or otherwise) relating to any matter
within the scope of the business of any Group Company or their customers and
suppliers or concerning its or their dealings or affairs or (either during his
employment or afterwards) use such records (or allow them to be used) other
than for the benefit of the relevant Group Company. All such records (and any
copies of them) shall belong to the relevant Group Company and shall be handed
over to the Managing Director, HR by the Executive on the termination of his
employment or at any time during his employment at the request of the Company.  16.4The Executive shall not during
his employment either directly or indirectly publish any opinion, fact or
material on any matter within the scope of the business of any  9


Group Company (whether confidential or not)
without the prior written approval of the General Counsel or Chief Executive
Officer.  16.5Nothing in this clause shall
prevent the Executive from disclosing information which he is entitled to
disclose under the Public Interest Disclosure Act 1998 provided that the
disclosure is made in the appropriate way to an appropriate person having
regard to the provisions of the Act and he has first fully complied with the
Companys procedures relating to such disclosures.  17DATA
PROTECTION  17.1In accordance with the Data
Protection Act 1998, the Group will hold and process the information it
collects relating to the Executive in the course of the Executives employment
for the purposes of employee administration, statistical and record keeping
purposes. This may include information relating to the Executives physical or
mental health. Some of the Executives information may be processed outside the
European Economic Area. Such information will be treated confidentially and
will only be available to authorised persons.  17.2When dealing with data
relating to the Companys business, the Executive is required to comply with
the Companys Data Protection Policy as in effect from time to time, which can
be obtained from the Group Compliance Officer.  18DEDUCTIONS FROM SALARY  The Company reserves the right at any time
during the Executives employment, or on termination of this Agreement to
deduct from salary any overpayment made and/or monies owed to the Company by
the Executive. This includes but is not limited to:  ·any excess holiday;  ·outstanding loans;  ·advances;  ·relocation costs;  ·monies owed to the Company in
connection with any Company car, including parking fines and any related
administration costs for which the Executive is responsible and which are
incurred in a vehicle provided by the Company, (either company vehicle or hire
car) whilst in the Executives control; and  ·the cost of repairing any
damage or loss to property provided by the Company.  This clause will not apply to any sums or
benefits due to the Executive by virtue of the Executives membership of the
Company Pension Plan.  10


19HEALTH
AND SAFETY  The Company is committed to ensuring, so far as
reasonably practicable, that the workplace of every employee is safe, does not pose
a risk to health and does not cause damage to the environment. The Executive is
therefore required to familiarise with the responsibilities as outlined in the
current Companys Health and Safety Policy, Environment Policy, Safety
Standards booklet (NT PO90) and Safety Information Sheets. The current version
is available on the Group intranet site or can be obtained from the Health and
Safety Group.  20ENTITLEMENT TO WORK IN THE UK  The Executives employment is conditional upon
the Executive being legally entitled to live and work in the UK. If the
Executives status changes and the Executive is no longer entitled to live or
work in the UK, the Executives employment will be terminated without notice or
payment in lieu of notice.  21MONITORING  The Executive acknowledges that the Company may
monitor messages sent and received via email, SMS, the Internet and voicemail
systems to ensure that the Executive is complying with the Companys policy for
use by its employees of these systems.  22TERMINATION
OF EMPLOYMENT  22.1The Company may at any time
and in its absolute discretion (whether or not any notice of termination has
been given by the Company or the Executive under clause 2 above) terminate the Executives
employment with immediate effect and make a payment in lieu of notice. This
payment shall comprise the Executives basic salary (at the rate payable when
this option is exercised) together with the following benefits to the extent
that they would have been paid during the notice period:  ·car allowance  ·company pension contributions
(subject to the Executive making his contribution)  ·premium equivalent to the
private medical and dental insurance paid by the Company,  and shall be subject to deductions for income
tax and national insurance contributions as appropriate (the Payment in Lieu). The Executive will not, under any
circumstances, have any right to payment in lieu unless the Company has
exercised its option to pay in lieu of notice.  22.2The Company may pay any sums
due under this clause as one lump sum or in instalments over the period until
the date on which notice, if it had been served, would have expired. If the
Company chooses to pay in instalments the Executive is obliged  11


to seek alternative income over the relevant
period and to disclose the gross amount of any such income and any relevant
ancillary benefits to the Company. The instalment payments shall then be
reduced by the amount of such income.  22.3The employment of the
Executive may be terminated by the Company without notice or payment in lieu of
notice if the Executive:  22.3.1is guilty of any serious
misconduct (including but not limited to any such act set out within the
Companys disciplinary policy from time to time or in any code of conduct) or
any other conduct which affects or is likely to affect prejudicially the
interests of any Group Company to which he is required to render services under
this Agreement;  22.3.2fails or neglects efficiently
and diligently to discharge his duties or commits any serious or repeated
breach or non-observance by the Executive of any of the provisions contained in
this Agreement;  22.3.3has an interim receiving order
made against him, becomes bankrupt or makes any composition or enters into any
deed of arrangement with his creditors;  22.3.4is convicted or charged with
any arrestable criminal offence (other than an offence under road traffic
legislation in the United Kingdom or elsewhere for which a fine or
non-custodial penalty is imposed);  22.3.5is disqualified from holding
office in another company by reason of an order of a court of competent
jurisdiction;  22.3.6shall become of unsound mind
or become a patient under the Mental Health Act 1983;  22.3.7is convicted of an offence
under the Criminal Justice Act 1993 in relation to insider dealings or under
any other present or future statutory enactment or regulations relating to
insider dealings;  22.3.8is in violation of the rules and
regulations of the U.S. Securities and Exchange Commission or relevant U.S.
securities laws, or the rules and regulations of the NASDAQ Exchange or
any other exchange on which the any Group Companys securities may be listed;  22.3.9ceases to be a director of the
Company otherwise than at the request of the Company;  22.3.10is no longer legally entitled
to live and/or work in the UK;  22.3.11does anything (in the course
of his duties or otherwise) which (in the reasonable opinion of the Company)
does actually or might reasonably be expected to bring himself or any Group
Company into disrepute; and/or  12


22.3.12acts in a way which is in the
reasonable opinion of the Company materially adverse to the interests of the
Company.  22.4Any delay by the Company in
exercising such right to terminate shall not constitute a waiver thereof.  23SUSPENSION AND GARDEN LEAVE  23.1The Company may suspend the
Executive on full pay to allow the Company to investigate any complaint made
against the Executive in relation to his employment with the Company.  23.2Provided that the Executive
continues to enjoy his full contractual benefits and receive his pay in
accordance with this Agreement, the Company may in its absolute discretion do
all or any of the following during the notice period or any part of the notice
period, after the Executive or the Company has given notice of termination to
the other, without breaching this Agreement or incurring any liability or
giving rise to any claim against it:  23.2.1exclude the Executive from the
premises of the Group;  23.2.2require the Executive to carry
out only specified duties (consistent with his status, role and experience) or
to carry out no duties;  23.2.3announce to any or all of its
employees, suppliers, customers and business partners that the Executive has
been given notice of termination or has resigned (as the case may be);  23.2.4prohibit the Executive from
communicating in any way with any or all of the suppliers, customers, business
partners, employees, agents or representatives of the Group until his
employment has terminated except to the extent he is authorised to do so by his
manager in writing;  23.2.5require the Executive to
resign his directorship of any Group Company; and/or  23.2.6require the Executive to
comply with any other reasonable conditions imposed by the Company.  The
Executive will continue to be bound by all obligations (whether express or
implied) owed to the Company under the terms of the Agreement or as an employee
of the Company.  23.3The Executive will not,
without the prior written consent of the General Counsel or Chief Executive
Officer, be employed by or provide services to any other person, firm or
organisation whether paid or unpaid save as previously permitted during the
notice period.  13


24TERMINATION AND RETURN OF COMPANY
PROPERTY  24.1Upon the termination of this
Agreement by whatever means the Executive shall:  24.1.1immediately resign from his
office as a director of the Company and from such offices held by him in any
Group Company without claim for compensation; and  24.1.2immediately deliver to the
Company all credit cards, keys, computer media and other property, in whatever
form, of or relating to the business of any Group Company which may be in his
possession or under his power or control.  24.2If the Executive fails to
comply with clause 24.1.1 above the Company is hereby irrevocably
authorised to appoint some person in his name and on his behalf to sign and
complete any documents or do any thing necessary to give effect to this clause.  24.3The Executive shall not,
without the consent of the General Counsel or Chief Executive Officer at any
time after the termination of this Agreement represent himself still to be
connected with any Group Company.  25RECONSTRUCTION OR AMALGAMATION  If
the employment of the Executive under this Agreement is terminated by reason of
the liquidation of the Company for the purpose of reconstruction or
amalgamation and the Executive is offered employment with any concern or
undertaking resulting from the reconstruction or amalgamation on terms and
conditions not less favourable than the terms of this Agreement then the
Executive shall have no claim against any Group Company in respect of the
termination of his employment under this Agreement.  26RESTRICTIONS
AFTER EMPLOYMENT  26.1Definitions  In
this clause the following words shall have the following meanings:  Area  the
area constituting the market of any Relevant Group Company for the Services and
the Products in the period of 12 months prior to the Termination Date and with
which area the Executive was materially concerned at any time during the said
period of 12 months;  Customer  any
Person to whom any Relevant Group Company supplied the Services and the
Products for business use during the 12 months preceding the Termination Date
and with whom at any time during such period the Executive was materially
concerned or had personal contact in the course of his employment;  14


Key Employee  any
person who immediately prior to the Termination Date was an employee or
consultant of any Relevant Group Company occupying a senior or managerial
position who was likely to be:  (a)in possession of confidential information belonging to
any Relevant Group Company; or  (b)able to influence the customer relationships or trade
connections of any Relevant Group Company  with
whom the Executive worked closely at any time during the period of 12 months
prior to the Termination Date;  Person  includes any company, firm, organisation or
other entity;  Prospective Customer  any
Person with whom any Relevant Group Company had negotiations or discussions
regarding the possible supply of the Services and or the Products for business
use during the 12 months immediately preceding the Termination Date and with
whom at any time during such period the Executive was materially concerned or
had personal contact in the course of his employment;  Products  products which are competitive with those supplied by any
Relevant Group Company in the 12 months prior to the Termination Date and with
the supply of which the Executive was materially concerned at any time during
the said 12 month period;  Relevant
Group Company  any Group Company (and, if applicable, its predecessors in
business) for which the Executive performed services or in which he held office
at any time during the 12 months prior to the Termination Date;  Services  services which are competitive with those supplied by any
Relevant Group Company in the 12  months
prior to the Termination Date and with the supply of which the Executive was
materially concerned at any time during the said 12 month period;  Supplier  any Person who was a supplier of services or goods to any
Relevant Group Company in connection with business use for the operation of the
business (as opposed to the  15


administrative support of such operation) in the 12 months
prior to the Termination Date and with which the Executive was materially
concerned or had personal contact at any time during the said 12 month period;
and  Termination Date  the
date on which the employment terminates.  26.2The Executive covenants to the
Company (for itself and as trustee for each Group Company) that:  26.2.1Non-competition  the
Executive shall not for a period of 12 months from the Termination Date cin the Area
and in competition with any Relevant Group Company directly or indirectly be
engaged, interested or concerned:  (a)in any business which provides the Products and the
Services; and  (b)with the supply of the Products and the Services to
any Customer or Prospective Customer.  For
this purpose, the Executive is concerned in a business if:  (i)he carries it on as principal or agent; or  (ii)he is a partner, director,
employee, secondee, consultant or agent in, of or to any Person who carries on
the business; or  (iii)subject to clause 15
above, he has any direct or indirect financial interest (as shareholder or
otherwise) in any Person who carries on the business.  26.2.2Non-solicitation  the
Executive shall not for a period of 12months from
the Termination Date and in competition with any Relevant Group Company
directly or indirectly:  (a)canvass or solicit business
from, approach or endeavour to entice away any Customer or Prospective Customer
in respect of the supply of the Products and the Services;  (b)seek to do business or deal
with any Customer or Prospective Customer in the Area in respect of the supply
of the Products and the Services;  (c)canvass or solicit business
from, make an approach to or endeavour to entice away any Supplier of the
Relevant Group Company;  16


(d)accept employment with or act as consultant for any Customer or
Prospective Customer.  26.2.3Non-poaching  the Executive
shall not for a period of 12months after
the Termination Date solicit the employment or engagement of any Key Employee
in a business which is in competition with the Relevant Group Company (whether
or not such person would breach their contract of employment or engagement by
reason of their leaving the service of the business in which they work).  26.3The restrictions in this clause are considered by the parties to be
reasonable and the validity of each sub-clause shall not be affected if any of
the others is invalid. If any of the restrictions are void but would be valid
if some part of the restriction were deleted, the restriction in question shall
apply with such modification as may be necessary to make it valid.  26.4The Executive acknowledges that the provisions of this clause are no
more extensive than is reasonable to protect the Relevant Group Company.  26.5If the Executive is suspended from work under the provisions of
clause 23.1 or sent on Garden Leave under clause 23.2, the period of time
during which the non-competition restriction contained in clause 26.2.1 is
enforceable, starts to run from the date of the suspension or date when the
Executive was sent on Garden Leave, and not from the Termination Date.  26.6The Executive acknowledges that each and every restriction contained
within this clause is intended by the parties to apply after the Termination
Date whether termination is lawful or otherwise. The restrictions, which are
acknowledged to be ancillary in nature, will apply even where the termination
results from a breach of a provision within this Agreement.  26.7The Executive will (at the request and cost of the Company) enter
into a direct agreement with any Group Company under which he will accept
restrictions corresponding to the restrictions contained in this clause (or
such as will be appropriate in the circumstances) in relation to such Group
Company.  27SEVERABILITY  If any of the
provisions of this Agreement become invalid or unenforceable for any reason by
virtue of applicable law the remaining provisions shall continue in full force
and effect and the Company and the Executive hereby undertake to use all
reasonable endeavours to replace any legally invalid or unenforceable provision
with a provision which will promise to the parties (as far as practicable) the
same commercial results as were intended or contemplated by the original
provision.  17


28THIRD PARTIES  28.1any Group Company shall have the right to enforce the provisions of
this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.  28.2save as provided in clause 28.1 above, a person who is not a party to
this Agreement shall have no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any provision of this Agreement.  29NOTICES  29.1Any notice required or permitted to be given under this Agreement
shall be given in writing delivered personally or sent by first class post
pre-paid recorded delivery (air mail if overseas) or overnight courier or by
facsimile to the party due to receive such notice, in the case of the Company,
to: Virgin Media Limited, Media House, Bartley Wood Business Park, Hook,
Hampshire, RG27 9UP and marked for the attention of the Human Resources
Director and, in the case of the Executive, such address as he may have
notified to the Company in accordance with this clause or such address as may
be included in the Groups payroll system).  29.2Any notice delivered personally or by overnight courier shall be
deemed to be received when delivered to the address provided in this Agreement
and any notice sent by pre-paid recorded delivery post shall be deemed (in the
absence of evidence of earlier receipt) to be received 2 days after posting and
in proving the time of despatch it shall be sufficient to show that the
envelope containing such notice was properly addressed, stamped and posted. A
notice sent by facsimile shall be deemed to have been received on receipt by
the sender of confirmation in the transmission report that the facsimile had
been sent.  30STATUTORY INFORMATION  Schedule 2 to
this Agreement sets out information required to be given to the Executive by
the Employment Rights Act 1996.  31MISCELLANEOUS  31.1This Agreement is governed by and shall be construed in accordance
with the laws of England and Wales.  31.2The parties to this Agreement submit to the exclusive jurisdiction
of the English courts.  31.3This Agreement contains the entire understanding between the parties
and supersedes all previous agreements and arrangements (if any) relating to
the employment of the Executive by the Company (which shall be deemed to have
been terminated by mutual consent).  31.4This Agreement may be executed by counterparts, which together shall
constitute one agreement. Either party may enter into this Agreement, by
executing a counterpart  18


and this Agreement shall not take effect until it has
been executed by both parties. Delivery of an executed counterpart of a
signature page by facsimile shall take effect as delivery of an executed
counterpart of this Agreement provided that the relevant party shall give the
other the original of such page as soon as reasonably practicable
thereafter.  32CHANGES TO TERMS AND CONDITIONS  The
Company reserves the right to amend the Executives terms set out within this
Agreement and policies from time to time, provided that taken as a whole such
amendments are not materially less favourable to the Executive. The Executive
will be given not less than four weeks notice of any such change. The Executive
will be deemed to have accepted these changes should the Company have received
no objection before the end of the four week period.  19


SCHEDULE 1  Options to purchase common stock of
Virgin Media Inc.  1The Executive will be granted 300,000 options (Options) at an
exercise price equal to the mid-market value of Virgin Media Inc.s
stock on the date of grant (Grant Date).  2The vesting period for the Options will be 5 years.  3The Options will vest
20% on each anniversary of the Grant Date, the first vesting being one year
after the Grant Date.  4Vesting of 20% of the unvested Options will accelerate upon an
Acceleration Event (as such term is defined under the Virgin Media Inc.s
2006 Stock Incentive Plan, as amended from time to time) in 2008 (the 20% Restriction), provided that the Compensation Committee
of Virgin Media Inc. shall have the discretion to accelerate the vesting of the remaining
80% of the unvested Options. If an Acceleration Event occurs in 2008 and the
Company proposes to the Compensation Committee to remove the 20% Restriction
for any of its executive officers that are subject to such restriction, the
Company undertakes to include the Executive in any such proposal. 100% of the
unvested Options will accelerate upon an Acceleration Event after 2008.  5The Options will be governed by the Virgin Media Inc.s
2006 Stock Incentive Plan, the individual stock option agreement, and the Virgin Media Inc.s insider trading policy as amended from time to time.  20


SCHEDULE 2  Statement of
Particulars Pursuant to the Employment Rights Act 1996  1The Executives period of continuous employment commenced on 17 March 2008.
A period of employment with a previous employer does count as part of the Executives
continuous employment with the Company.  2The Executive will be contracted into the Second State Pension
unless the Executive opts to contract out.  3The Companys policies and procedures on disciplinary and grievance
matters are available on the Companys intranet and/or from HR (insofar as they
are not varied by this Agreement). The policies constitute Company guidelines
and do not form any part of the Service Agreement. Any grievance which the
Executive wishes to exercise should be raised in writing with the Chief
Executive Officer unless the grievance involves the Chief Executive Officer in
which case the grievance should be raised in writing in the first instance with
the Group Human Resources Managing Director. Any disciplinary action taken by
the Company will be dealt with by the Chief Executive Officer or such other
person as may be directed by the Group Human Resources Managing Director. The
Company reserves the right to substitute persons at a senior level within the
Company to conduct any aspect of the disciplinary or grievance procedure should
it be appropriate. If the Executive is dissatisfied with any disciplinary
decision or any decision to dismiss him, he can within five (5) working
days of that decision appeal to the Company (unless the Executive is notified
in any separate communication of the person to whom he may appeal) whose
decision shall be final and binding.  4The Executive may be required to work overseas for periods when
reasonably required. In such circumstances, the terms of the International
Assignment Policy will apply which is available from the Company upon request.  5The Company is not a party to any collective agreement which affects
the Executives employment.  21


SCHEDULE 3  Certificate
of Compliance  I have read and understand the Code of Conduct and
have complied and will continue to comply with it (together with any other
Codes or policies that may apply to my role from time to time). I have not
acted in any way contrary to the best interests of the Company. Any exceptions
to the Code of Conduct (and any other policies) and disclosures required by the
Code and such policies are set forth below:  I will promptly report the details of any future
non-compliance with the above-mentioned Code (and any associated policies) to
my immediate manager so that its extent and significance can be considered.   Dated:Signed:Please Print Name  22


IN WITNESS
whereof this Agreement has been executed as a deed and delivered on the date
first above written.  Executed as a Deed by Virgin Media Limited:/s/ Robert Mackenzie
  
  Director/s/ Gillian James
  
  Company
  Secretary  Signed as a Deed by Andrew Barron in the presence
  of:
  
  /s/ Andrew BarronAndrew Barron, The ExecutiveWitness signature:Name:Address:Occupation:  23