0001047469-05-006686 Sample Contracts

NTL INCORPORATED 909 Third Avenue New York, New York 10022
Employment Agreement • March 16th, 2005 • NTL Inc • Telephone communications (no radiotelephone)

As we have discussed, now that NTL Incorporated (the "Company") has emerged from its Chapter 11 reorganisation and has successfully completed its $1.4 billion equity offering and multibillion bond and credit agreement financings, it is entering into a new phase of its existence. The Company therefore has new initiatives and projects which require the reshaping of the management team. In particular, as we previously agreed, on 30th June 2004 we assigned you as Project Director of the Broadcast sale process and you have been leading the team in this role as of that date.

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NTL INCORPORATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 16th, 2005 • NTL Inc • Telephone communications (no radiotelephone) • Delaware

THIS AGREEMENT, made as of the 6th day of May, 2004, between NTL Incorporated, a Delaware corporation (the "Company"), and James F. Mooney (the "Grantee").

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