**Exhibit 10.3**

**VIRGINMEDIA INC.**

**RESTRICTED STOCK AGREEMENT**

**RESTRICTED STOCK AGREEMENT**, dated as of April 11, 2007, between Virgin Media Inc., a Delawarecorporation (the “Company”), and Stephen A. Burch (the ”Executive”).

WHEREAS, the Executive and the Company are parties to an EmploymentAgreement, dated as of December 15, 2005, which contemplates that the Executivewould be granted (among other grants) 125,000 shares of common stock, par value$0.01 per share, of the Company (the “Common Stock”) in each of 2006, 2007 and2008; and

WHEREAS, the Company and the Executive now wish to evidence a grant of125,000 shares of Common Stock (the “Restricted Stock”) pursuant to the VirginMedia Inc. 2006 Stock Incentive Plan (the “Plan”).

NOW, THEREFORE, the parties hereto agree as follows:

1.                                       Grant of Restricted Stock.

The Company hereby grants tothe Executive, and the Executive hereby accepts from the Company, 125,000shares of Restricted Stock on the terms and conditions set forth in thisAgreement.  This Agreement is alsosubject to the terms and conditions set forth in the Plan.  Capitalized terms used but not defined hereinshall have the meanings set forth in the Plan.

2.                                       Rights of Executive.

Except as otherwise providedin this Agreement, the Executive shall be entitled, at all times on and afterthe date that the shares of Restricted Stock are issued, to exercise all therights of a stockholder with respect to the shares of Restricted Stock (whetheror not the Transfer Restrictions thereon shall have lapsed), including theright to vote the shares of Restricted Stock and the right, subject to Section6 hereof, to receive dividends thereon. Notwithstanding the foregoing, prior to the Lapse Date (as definedbelow), the Executive shall not be entitled to transfer, sell, pledge,hypothecate, assign, or otherwise dispose of or encumber, the shares ofRestricted Stock (collectively, the “Transfer Restrictions”).  The Executive hereby acknowledges that theCompany may set policies from time to time on minimum stock holdings of its keyexecutives and such policies, as in effect from time to time, may restricttransfers of vested shares by the Executive. The Executive agrees to comply with these policies and the Company’sinsider trading policy as in effect from time to time.

3.             Vesting and Lapse of Transfer Restrictions.

3.1                              The Transfer Restrictions on the shares of Restricted Stock shall lapseand the Restricted Stock shall vest not later than April 30, 2010 subject toachievement of the on-target performance goals under the Company’s Long TermIncentive Plan for the period beginning on January 1, 2007 and ending onDecember 31, 2009 (the “2007 LTIP”), and so long as the Executive has remainedcontinuously employed by the Company from the date of commencement of his employmentthrough December 31, 2009; provided, however, if less than 100% of theon-target threshold is achieved under the Company’s 2007 LTIP, none of theshares of Restricted Stock shall vest unless otherwise determined by the CompensationCommittee (the “Committee”).

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|        |                            | Such lapsing and vesting  shall occur on the date in the 2010 fiscal year on which the Committee makes  the determination as to whether such performance conditions have been met in  respect of such performance period.   The Committee shall meet to make such determination promptly after the  completion by the Company of the financial reports or other information  necessary to make such determination but in no event later than April 30,  2010.  If such performance goals are not  met, the Executive shall forfeit the Restricted Stock, and such shares of  Restricted Stock shall cease to be outstanding and the Executive shall have  no rights with respect thereto. |
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|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                            | The foregoing date on  which restrictions on the shares of Restricted Stock are scheduled to lapse  and such shares of Restricted Stock are scheduled to vest is referred to in  this Agreement as the “Lapse Date.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 3.2                             | Upon the occurrence of an  Acceleration Event, if the Restricted Stock is then outstanding, the restrictions  on the shares of Restricted Stock will lapse and the Restricted Stock will  automatically vest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.     | Escrow and Delivery of  Shares. |
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|   | 4.1                             | Certificates representing the shares of Restricted  Stock shall be issued and held by the Company in escrow and shall remain in  the custody of the Company until their delivery to the Executive or the  Executive’s estate as set forth in Section 4.2 hereof, subject to the  Executive’s delivery of any documents which the Company in its discretion may  require as a condition to the issuance of shares and the delivery of shares  to the Executive or the Executive’s estate.                                                                                                                                                                                             |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 4.2                             | Certificates representing those shares of  Restricted Stock in respect of which the Transfer Restrictions have lapsed  pursuant to Section 3 hereof shall be delivered to the Executive as soon as  practicable following the Lapse Date, provided that the Executive has  satisfied all Withholding Tax requirements with respect to the Restricted  Stock.                                                                                                                                                                                                                                                                                                                                        |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 4.3                             | The Executive may receive, hold, sell, or otherwise  dispose of those shares delivered to the Executive pursuant to Section 4.2  free and clear of the Transfer Restrictions, but subject to compliance with  all federal and state securities laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | 4.4                             | Prior to the Lapse Date, each stock certificate  evidencing shares of Restricted Stock shall bear a legend in substantially  the following form:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                            | *“This certificate and the shares of stock  represented hereby are subject to the terms and conditions (including  forfeiture, restrictions against transfer and rights of repurchase, if  applicable) contained in the Restricted Stock Agreement (the “Agreement”)  between the registered owner of the shares represented hereby and Virgin  Media Inc Release from such terms and conditions shall be made only in accordance  with the provisions of the Agreement, a copy of which is on file in the  office of the Secretary of Virgin Media Inc.”.*                                                                                                                     |
|   |                            | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | 4.5                             | As soon as practicable following the Lapse Date, the  Company shall issue new certificates in respect of the shares that have  vested as of the Lapse Date which shall not bear the legend set forth in  Section 4.4, which certificates shall be delivered in accordance with Section  4.2 hereof.                                                                                                                                                                                                                                                                                                                                                                                                 |
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5.                                       Effect of Termination of Employment for anyReason.

Upon termination of theExecutive’s employment with the Company and its Affiliates, if applicable, forany reason, the Executive shall forfeit the shares of Restricted Stock whichare then subject to the Transfer Restrictions, and, from and after suchforfeiture, such shares of Restricted Stock shall cease to be outstanding andthe Executive shall have no rights with respect thereto; provided, that, if theExecutive’s employment shall terminate after the end of the performance periodand prior to the date of the determination as to whether the performanceconditions applicable to such performance period have been met, the shares ofRestricted Stock subject to vesting in respect of such performance period shallremain outstanding following the termination of the Executive’s employment and shallvest or be forfeited when such determination is made, in either case based onsuch determination.

6.                                       Voting and Dividend Rights.

All dividends declared andpaid by the Company on shares of Restricted Stock shall be deferred until thelapsing of the Transfer Restrictions pursuant to Section 3 hereof (and shall besubject to forfeiture upon forfeiture of the shares of Restricted Stock as towhich such deferred dividends relate). The deferred dividends shall be held by the Company for the account ofthe Executive.  Upon the Lapse Date, thedividends allocable to the shares of Restricted Stock as to which the TransferRestrictions have lapsed shall be paid to the Executive (without interest).  The Company may require that any cashdividends received be invested in additional Restricted Stock which shall besubject to the same conditions and restrictions as the Restricted Stock grantedunder this Agreement.

7.                                       No Right to Continued Employment.

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

8.                                       Withholding of Taxes.

The Executive shall pay tothe Company, or the Company and the Executive shall agree on such otherarrangements necessary for the Executive to pay, the applicable federal, stateand local income taxes required by law to be withheld (the “Withholding Taxes”),if any, upon the vesting and delivery of the shares.  The Company shall have the right to deductfrom any payment of cash to the Executive an amount equal to the WithholdingTaxes in satisfaction of the Executive’s obligation to pay Withholding Taxes.

9.                                       Modification of Agreement.

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

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10.                                 Severability.

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

11.                                 Governing Law.

The validity,interpretation, construction and performance of this Agreement shall begoverned by the laws of the State of New York without giving effect to theconflicts of laws principles thereof which might result in the application ofthe laws of any other jurisdiction.

12.                                 Successors in Interest; Transfer.

This Agreement shall inureto the benefit of and be binding upon any successor to the Company.  This Agreement shall inure to the benefit ofthe Executive’s heirs, executors, administrators and successors.  All obligations imposed upon the Executiveand all rights granted to the Company under this Agreement shall be bindingupon the Executive’s heirs, executors, administrators and successors.  This Agreement is not assignable by theExecutive.

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** **
|                          | **VIRGIN MEDIA INC.**      |
|--------------------------|----------------------------|
| ** **               | ** **                 |
| ** **               | ** **                 |
|                     | By:                        |  /s/ Bryan H. Hall |   |
|                     | Name:                      | Bryan H. Hall |
|                     | Title:                     | Secretary and General Counsel |
|                     |                       |   |
|                     |                       |   |
| **ACCEPTED  AND AGREED** | ** **                 |
| ** **               | ** **                 |
| ** **               | ** **                 |
| By:                      |  /s/ Stephen A. Burch |   |
| Name:                    | Stephen A. Burch           |   |
|                          |                            |  |  |  |  |

 

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