Exhibit 10.3


 


Virgin Enterprises Limited


120 Campden Hill Road


London


W8 7AR


 


Date: 3 April 2006


 


Dear Sirs,


 


We agree that, for so long
as the Licence Agreement (of even date herewith) between our subsidiary, NTL
Group Limited, and Virgin Enterprises Limited (“VEL”, which term shall be
deemed to include its permitted assignees) shall remain in full force and
effect, VEL shall be entitled to make proposals to the Nominations Committee
(or any successor in function thereto) of NTL Incorporated for one individual
to be elected to the Board of Directors of NTL Incorporated (the “Board”). Such
person, if approved by the Nominations Committee and the Board, shall be
appointed as a member of the Board (subject to shareholder, regulatory and any
other customary approvals). The first such appointment, if the individual
proposed by VEL is approved as a nominee by the Nominations Committee and the
Board, shall be effective as of the first meeting of the Board immediately
after the Commencement Date (as defined in the Licence Agreement).


 


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


 


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


 

















 


up for election by the stockholders at the
2008 annual meeting of stockholders except to the extent otherwise required by
NTL Incorporated’s bylaws, which require that each class be as nearly equal as
possible, and applicable law.


 


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


 


Please sign the enclosed
copy 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