8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 7, 2010

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

Delaware (State of Incorporation) File No. 000-50886 (Commission File Number) 59-3778247 (IRS Employer Identification
No.)

909 Third Avenue, Suite 2863, New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 906-8440

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 8.01.	Other Events.
Item 9.01.	Financial Statements and Exhibits.
SIGNATURES

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Company Share Option Plan

Pursuant to its authority under the Virgin Media Inc. 2006 Stock Incentive Plan (the “Stock Incentive Plan”), the compensation committee (the “Committee”) of the board of directors (the “Board”) of the Company approved the adoption of a Company Share Option Plan (the “CSOP”) as a sub-plan of the Stock Incentive Plan for its employees in the United Kingdom.  The CSOP is a UK tax-qualified plan that has been approved by the UK tax authority, Her Majesty’s Revenue and Customs (“HMRC”), commonly adopted by UK companies.  Subject to compliance with the UK restrictions applicable to CSOPs, exercise of CSOP options is exempt from UK income tax and national insurance.  These restrictions include, among others, the requirements that each participant may only hold CSOP options with a face value (as described below), at the date of grant, of up to £30,000 and the options cannot be exercised for three years after the date of grant.

2010-2012 Long-Term Incentive Plan

In 2006, the stockholders approved the Stock Incentive Plan to provide key senior managers and executives with long-term incentives.  On January 7, 2010, the Committee approved the Company’s 2010-2012 long-term incentive plan (the “2010 LTIP”), which includes the grant of stock options and restricted stock units to its executive officers (excluding the Chairman and the Chief Executive Officer) and other key employees of the Company and its subsidiaries.  The 2010 LTIP is designed to incentivize senior managers to meet stringent business performance targets, which are aligned with driving long-term stockholder value, over a three-year period.  The 2010 LTIP consists of awards of stock options and performance-based restricted stock units under the Company’s Stock Incentive Plan.

Overall Structure

The 2010 LTIP is comprised of (1) option grants that vest based solely on time in approximately twenty percent increments, beginning January 1, 2011, and (2) restricted stock unit grants with cliff-vesting after three years that are linked to the achievement of performance criteria over the three-year period (January 1, 2010 to December 31, 2012), in each case, subject to continued employment with the Company to the vesting date.  Options with a face value of 100% of the recipient’s base annual salary were granted to all eligible employees, subject to the conditions above.  Of this total, options with a face value of £30,000 per eligible employee were granted under the CSOP.  These options, to the extent granted to US nationals, are also intended to qualify as Incentive Stock Options under applicable US tax legislation.  For senior executives, restricted stock units with a face value of up to 150% of the recipient’s annual base salary were granted, subject to the conditions above.  For other eligible employees, restricted stock units with a face value of up to 75% of the recipient’s annual base salary were granted, subject to the conditions above.

The options will have a ten-year term.  The vesting of the options will accelerate in the event that there is a change in control of the Company and the individual is terminated for good reason or without cause within 12 months of the change of control event. If CSOP option vesting is accelerated, those options to which accelerated vesting is applied may in certain circumstances cease to qualify for the favorable tax treatment otherwise applicable (unless accelerated vesting is for certain specific good leaver reasons) to CSOP options and the tax treatment will be that applicable to options granted otherwise under the 2010 LTIP.

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Grant Date

The options were granted on January 7, 2010 with the exception of the CSOP options, which were granted on January 8, 2010 following HMRC’s approval of the CSOP.  The restricted stock units were granted on January 7, 2010.

Value of the Awards

The grant date face value of the options awarded under the 2010 LTIP is determined using the average of the high and low stock prices of the Company’s common stock on the grant date, and the exercise price is equal to the average of the high and low stock prices of the Company’s common stock on the grant date.  The grant date face value of the restricted stock units awarded under the 2010 LTIP is determined using the average of the high and low stock prices of the Company’s common stock on the grant date.

Performance Criteria for the Restricted Stock Units

The performance criteria for the restricted stock units is as follows: (i) 50% based on achievement of a cumulative simple cash flow (“SCF”) target in respect of the period from January 1, 2010 through December 31, 2012, being operating income before depreciation, amortization, goodwill and other intangible asset impairments and restructuring and other charges, less fixed asset additions on an accrual basis (excluding additions in respect of Electronic Equipment Waste Obligations accrued under the Asset Retirement and Environmental Obligations Topic of the FASB Accounting Standards Codification) and (ii) 50% based on total shareholder value (“TSV”) performance in respect of the period from January 1, 2010 through December 31, 2012 relative to a pre-determined performance comparator group.  For senior executives, vesting of any SCF-based award with grant date face value of greater than 50% of the recipient’s annual base salary also requires top quartile TSV performance.  Further, if TSV growth is negative, the number of restricted stock units vesting based on TSV performance (except in respect of the SCF-based award) will be reduced by half from the percentage otherwise applicable.

The performance criteria include minimum and maximum performance levels. Each restricted stock unit agreement will establish a minimum level for each performance condition below which no restricted stock units will vest and a maximum level of performance at which all of the restricted stock units will vest.  If the performance is below the minimum level, the restricted stock units subject to such performance condition will lapse.

Equivalent payments may be made in cash rather than common stock at the Committee’s discretion. If the award recipient’s employment terminates prior to the payment date, the restricted stock units will be forfeited.  The vesting of the restricted stock units will not accelerate in the event of a change in control of the Company.

2010 LTIP Grants

Options to purchase an aggregate of approximately 1.7 million shares of common stock and an aggregate of approximately 1.7 million restricted stock units (based on the maximum target level being achieved) were awarded to 122 award recipients.  The exercise price of the options granted on January 7, 2010 is $17.16 per share and the exercise price of the CSOP options granted on January 8, 2010 is $17.12 per share, in each case being the average of the high and low stock prices on the relevant grant date.  Additional awards under the 2010 LTIP may be made during the 2010 fiscal year.

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Mr. Hall, the Company’s Secretary and General Counsel, and a named executive officer, was granted 34,841 stock options and 52,228 restricted stock units.

The foregoing summary is qualified in its entirety by the text of the applicable grant agreements. A copy of each of the CSOP, and form of restricted stock unit agreement, non-qualified stock option notice, incentive stock option notice and CSOP option certificate are attached as exhibits to this report.

2010 Bonus Scheme

The Company has implemented annual incentive bonus programs for its employees intended to reward them only if they achieve specific quantitative and qualitative goals, aligned with driving significant operational performance to increase stockholder value.  On January 7, 2010, the Committee approved the Company’s 2010 annual bonus scheme (the “2010 Bonus Scheme”) covering almost half of the Company’s employees, including the Company’s named executive officers. The 2010 Bonus Scheme offers employees an opportunity to receive a bonus equal to a percentage of their base salary. The percentages range from 5 - 100% of base salary (depending on employee level) for on-target performance of a number of performance targets, with a potential maximum payment of double the on-target percentage payable. Employees also have the opportunity to earn up to 1.5 times the calculated bonus amount depending on the employee’s individual personal performance during the year.

In order for any bonuses to be payable, the Company is required to achieve a qualifying financial performance target. If the qualifying target is not achieved, no bonus payments will be made under the 2010 Bonus Scheme. If the qualifying target is achieved, bonuses would be payable according to achievement against the Company performance targets, together with a personal performance multiplier based on achievement of individual targets over the course of the year.   The performance metrics for the named executive officers measure: (i) operating cash flow; (ii) customer satisfaction; and (iii) gross margin.  Bonuses, if the performance conditions are achieved, will be paid on or around March 31, 2011. Payments made under the 2010 Bonus Scheme will be approved by the Committee.

Employees who are not in the 2010 Bonus Scheme are subject to local schemes which reflect the specific business requirements in that area. For instance, employees in sales related roles are generally in commission schemes which are designed based upon the sales mix for that area of the business and reviewed regularly to ensure they are targeted appropriately. Other employees who are not in the 2010 Bonus Scheme are in bonus schemes based upon targets which are tied into local business objectives.

Item 8.01.  Other Events.

On January 13, 2010, the Company announced the pricing of the offering of approximately £1.5 billion equivalent aggregate principal amount of senior secured notes due 2018, split into a $1.0 billion U.S. dollar denominated tranche and a £875 million sterling denominated tranche of its wholly-owned subsidiary Virgin Media Secured Finance PLC in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act. The sale of the notes is expected to close on January 19, 2010, subject to satisfaction of customary closing conditions.

Copies of two press releases issued by the Company in connection with the offering are attached as Exhibits 99.1 and 99.2 and incorporated herein by reference.

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Item 9.01.  Financial Statements and Exhibits.

Exhibit	Description
10.1	Company Share Option Plan.
10.2	Form of Restricted Stock Unit Agreement.
10.3	Form of Non-qualified Stock Option Notice.
10.4	Form of Incentive Stock Option Notice.
10.5	Form of CSOP Option Certificate.
99.1	Press release, dated January 11, 2010, of Virgin Media Inc.
99.2	Press release, dated January 13, 2010, of Virgin Media Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 13, 2010

VIRGIN MEDIA INC.
By:	/s/ Bryan H. Hall
Name:	Bryan H. Hall
Title:	Secretary

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EXHIBIT INDEX

Exhibit	Description
10.1	Company Share Option Plan.
10.2	Form of Restricted Stock Unit Agreement.
10.3	Form of Non-qualified Stock Option Notice.
10.4	Form of Incentive Stock Option Notice.
10.5	Form of CSOP Option Certificate.
99.1	Press release, dated January 11, 2010, of Virgin Media Inc.
99.2	Press release, dated January 13, 2010, of Virgin Media Inc.

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EX-10.1

Exhibit 10.1

SCHEDULE TO

THE VIRGIN MEDIA INC. (fka NTL INCORPORATED) 2006 STOCK INCENTIVE PLAN

OPERATION OF THE PLAN IN RELATION TO A COMPANY SHARE OPTION PLAN FOR UNITED KINGDOM EMPLOYEES

(Approved by HM Revenue & Customs under Schedule 4, Income Tax (Earnings and Pensions) Act 2003 on 8 January, 2010 under HM Revenue & Customs reference: X105457)

1.In this Schedule, “Plan” refers to the Virgin Media Inc. 2006 Stock Incentive Plan and unless otherwise stated therein, words and expressions defined in the Plan shall have the same meaning when used in this Schedule.  The provisions of the Plan relating to Options shall apply to the provisions of this Schedule except where expressly varied herein.  References to Sections in this Schedule are to Sections of the Plan.

2.Options granted by Virgin Media Inc. (the “Corporation”) pursuant to this Schedule will be granted pursuant to an approved share option scheme within the provisions of Chapter 8, Part 7 of Schedule 4 to the United Kingdom Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”).

3.Only Options may be granted pursuant to this Schedule and not any other form of incentive.  An Option granted under this Schedule shall not be granted to an individual in conjunction with any other form of Award under the Plan.

4.Section 2 (Definitions) shall be amended in relation to Options granted pursuant to this Schedule, so that:

(i)  Control shall mean the definition of control within Section 995 of the Income Tax Act 2007;

(ii)  Fair Market Value shall mean the average of the highest and lowest share price on which transactions in the Company’s stock are reported on the NASDAQ Global Select Market (or such other market that the Company designates as its primary trading market) on the date of the grant, or if trading does not take place on such a date, the immediately preceding date, or such other basis for determining Fair Market Value as may be authorized to the Company by HMRC from time to time;

(iii)  HMRC shall mean Her Majesty’s Revenue & Customs;

(iv)  Participating Corporation shall mean the Corporation and any Subsidiary Corporation that the Board has determined shall be a constituent company for the purposes of granting Options pursuant to this Schedule (as defined in paragraph 3(3) of Schedule 4 to ITEPA), provided that,

on any company ceasing to be a Subsidiary Corporation it shall forthwith cease to be a Participating Corporation;

(v) Redundancy shall mean redundancy as defined in the Employment Rights Act 1996 or the Employment Rights (Northern Ireland) Order 1996;

(vi)  Retirement shall mean retirement on or after reaching the age 65, which shall be the specified age for the purposes of paragraph 35A of Schedule 4 to ITEPA 2003;

(vii)  Shares shall mean fully paid ordinary shares of Common Stock, which comply with the conditions of Part 4 of Schedule 4 to ITEPA 2003;

(viii)  Subsidiary Corporation shall mean any company of which the Corporation has Control.

5.Any discretion afforded on the Board and/or the Committee in relation to subsisting Options granted pursuant to this Schedule, pursuant to Section 3 (Administration) of the Plan or otherwise, will be exercised in a fair and reasonable manner.

6.Options granted pursuant to this Schedule may only be granted to employees (including directors who are employees) of a Participating Corporation who are not excluded by paragraph 9 of Schedule 4 to ITEPA 2003 (known as the no material interest requirement) and the definition of “Eligible Individuals” in Section 4 of the Plan (Eligibility) shall be construed accordingly.  In order to be eligible to be granted an Option pursuant to this Schedule, employees who are also directors of a Participating Corporation, must work (in their capacity as director of that Participating Corporation) for at least 25 hours per week excluding meal breaks.

7.The vesting and/or performance conditions attaching to an Option granted under this Schedule shall be determined at the time of grant and may not be determined following the grant of an Option.  Any performance condition which is imposed on any Option granted under this Schedule must be objective in nature.  Such a condition may only be varied if events occur which cause the Committee to reasonably believe that the original condition is no longer a fair measure of performance.  In such circumstances the Committee may waive the performance condition or may impose a different objective performance condition which, in the fair and reasonable opinion of the Committee, is no more difficult to meet than the original condition was considered to be when it was first set.

8.No Option may be granted pursuant to this Schedule to any Participant which would result in the aggregate Option Price of Shares comprised in outstanding Options granted to him or her under this Schedule together with the aggregate Option Price of Shares in subsisting options granted to him or her under any other share option scheme (not being a savings-related share option scheme), approved under Schedule 4 to ITEPA 2003 and established by the Corporation

or any associated company (within the meaning of Section 416 of the Income and Corporation Taxes Act 1988) exceeding £30,000 (converting, for this purpose, the Option Price into GB Pounds Sterling using the USD/GBP exchange rate at 16.00 Eastern Time as published in the Wall Street Journal on the date of grant of such options).

9.The Option Price payable on the exercise of each Option granted under this Schedule shall (unless the Board or the Compensation Committee determines otherwise) be denominated in US Dollars.    In the event that a Participant wishes to pay the Option Price in GB Pounds Sterling, the US Dollar Exercise Price shall be converted into GB Pounds Sterling using the USD/GBP exchange rate at 16.00 Eastern Time as published in the Wall Street Journal on the date of exercise of the relevant Option.

10.No Option granted under this Schedule may be exercised by any Participant at any time when he or she is precluded by paragraph 9 of Schedule 4 to ITEPA 2003 from participating in the Plan pursuant to this Schedule.

11.Section 6 (Terms and Conditions of Options) shall be amended in relation to Options granted pursuant to this Schedule as follows:

(i)  Section 6(b) (Type of Option) shall be amended and replaced with the following:  “Each Agreement evidencing the grant of an Option under this Schedule may specifically identify the Option as an Incentive Stock Option or a Nonqualified Stock Option where applicable”.

(ii)  Section 6(c) (Option Price) shall be amended so that the words “an Option granted under the Schedule” shall replace the words “Incentive Stock Option”.

(iii)  Section 6(d) (Medium and Time of Payment) shall be amended so that the second sentence shall be replaced with the following: “Payment of the Option Price shall be made in such manner as the Committee may provide in the Agreement evidencing the grant of the Option, which shall include cash, cheque and/or such cashless exercise procedure approved by the Committee (and, to the extent applicable, HMRC) including an undertaking to pay the Option Price using the sale proceeds of the Shares issuable on exercise or withholding the Option Price (with the Participant’s consent) from salary”.

(iv)  Section 6(e) (Term and Exercise of Options) shall be amended such that the words “however, that the Committee shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate; provided, further” are deleted.  Section 6(e) shall include the following:  “In order for there to be no charge to income tax and National Insurance contributions in the UK on the exercise of an Option granted pursuant to this Schedule, an Option must be exercised between the third and tenth anniversaries of the date the Option was granted or otherwise in accordance

with section 524 of ITEPA 2003”.  Section 6(e) shall also include the following:  “Should an Option be exercised in a valid manner, Shares shall be allotted or transferred to a Participant within 30 calendar days of such exercise”.

(v)  Section 6(g) (Termination) shall be amended such that the words “(or such longer period of up to twelve (12) months as the Committee may determine and notify to the Participant in writing)” are inserted after the words “within three (3) months after such termination”.  The section shall otherwise take effect in the event that a Participant ceases to be an employee of a Participating Corporation (and the entire clause shall be construed accordingly).  Furthermore, in the last sentence of Section 6(g) the words “…or thereafter” shall not apply.

(vi)  Section 6(h) (Death, Disability or Retirement of Participant) shall take effect in the event that a Participant ceases to be an employee of a Participating Corporation by reason of death, Disability or Retirement and the entire clause shall be construed accordingly.  In addition, Section 6(h) shall be amended so that the words “(as determined by the Committee in its sole discretion)” are deleted and the words “Personal Representatives” shall replace the words “…estate or by a person who acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of the death or Disability of the Participant or by a transferee”.

Section 6(h) shall also take effect in the event that a Participant ceases to be an employee of a Participating Corporation by reason of Redundancy.

(vii)  Section 6(i) (Non transferability of Options) shall be amended so that the words “Personal Representatives” shall replace the words “… guardian or legal representative” and that the subsequent words shall be deleted.

(viii) Section 6(j)(2) (Effect of Certain Changes) shall be deleted in its entirety.

(ix) (a) a new Section 6(l) (Exchange of Approved Options) shall be inserted into the Plan for the purposes of granting Options under this Schedule only and it shall read as follows:

“If any company (hereafter “the Acquiring Company”) obtains Control of the Corporation as a result of either:-

(i)a general offer to acquire the whole of the share capital (other than shares which the Acquiring Company already holds) which is made on a condition such that if it is satisfied the person making the offer will have Control of the Corporation; or

(ii)a general offer to acquire all the shares in the Corporation of the same class as the Stock (other than Stock which the Acquiring Company already holds); or

(iii)becomes bound or entitled to acquire shares in the Corporation under Sections 979 to 982 of the Companies Act 2006 or (where relevant) legislation that HM Revenue & Customs agrees is the overseas equivalent thereof; or

(iv)obtains Control of the Corporation in pursuance of a compromise or arrangement sanctioned by the Court under Section 899 of the Companies Act 2006 or (where relevant) legislation that HM Revenue & Customs agrees is the overseas equivalent thereof,

a Participant may, by agreement with the Acquiring Company, within the periods set out in (b) below (and where more than one of such periods shall apply to the same circumstances, within such one of the said periods as the Acquiring Company shall stipulate) release (the “Release”) his Options (the “Old Options”) in consideration of the grant to him of equivalent rights over shares in the Acquiring Company or in another company within paragraph 27(2) of Schedule 4 to ITEPA (the “New Options”).

(b)       The periods referred to in (a) above are as follows:-

(i)in a case falling within (a)(i) or (ii), the period of six months beginning with the time when the Acquiring Company has obtained Control of the Corporation and any condition subject to which the offer is made is satisfied or waived;

(ii)in a case falling within (a)(iii), the period during which the Acquiring Company remains bound or entitled as mentioned in (a)(iii); and

(iii)in a case falling within (a)(iv), the period of six months beginning with the time when the court sanctions the compromise or arrangement.

(c)        The grant of New Options may only take place on the following conditions:-

(i)the shares over which the New Options are granted (the “New Shares”) comply with the provisions relating to scheme shares contained in paragraphs 16 to 20 of Schedule 4 to ITEPA;

(ii)the total market value immediately before the Release of the Shares which were subject to the Old Options, is equal to the total market value immediately after the grant of the New Shares in respect of which the New Options are granted to the Participant;

(iii)(the total amount payable by the Participant for the acquisition of New Shares on complete exercise of the New Options is equal to the total amount that would have been payable for the acquisition of Shares on complete exercise of the Old Options; and

(iv)the New Options are otherwise identical in terms to the Old Options.

(d)The New Options shall, for all other purposes of the Plan, be treated as having been acquired at the same time as the Old Options were or were treated as acquired and “date of grant” shall be construed accordingly except that the management board shall, in its discretion (but subject to paragraph 9 of the Schedule) decide, as to whether any objective condition shall continue to apply to the New Options.

(e)Where the Participant releases his Options under this paragraph (ix), the New Options       granted to him on that Release shall not lapse, nor shall the be entitled to exercise the New Options early, solely by virtue of the circumstances which entitled the Participant to effect the Release.

(f)Where any New Options are granted pursuant to this paragraph 17 the provisions of the Plan and the Schedule shall be read and construed as if:-

(i)references to ‘Shares’ were references to the New Shares;

(ii)references to ‘Participant’ were references to the persons to whom such rights are granted; and

(iii)references to ‘share capital’ were references to the share capital of such Acquiring Company.

For the avoidance of doubt, the provisions of the Plan and the Schedule shall continue to apply in all other respects.

12.Section 9 (Effect of Certain Changes) shall be amended so that any adjustments made by the Committee shall be subject to:

(i)  paragraph 22(3) of Schedule 4 to ITEPA 2003;

(ii)  the prior approval of HMRC; and

(iii) the shares continuing to satisfy the conditions specified in Part 4 of Schedule 4 to ITEPA 2003.

13.Section 11 (Agreement by Participant Regarding Withholding Taxes) shall be deleted under this Schedule and substituted with the following wording in relation to Options granted pursuant to this Schedule:

“(1)In any case where any person (corporation or otherwise) (the “Relevant Person”) is obliged to account or could suffer a disadvantage should it not account:

(a)for any tax (or similar liability) in any jurisdiction; and/or

(b)for any social security contributions (or similar liability) in any jurisdiction (including, any secondary Class 1 National Insurance contributions that a Participant has agreed to pay or assumed the liability to pay pursuant to clause 13 (2) below),

by virtue of the Option (whether pursuant to its exercise or the acquisition of Shares pursuant to its exercise) (together, the “Tax Liability”) the Relevant Person may recover the Tax Liability from the Participant in such manner as the Committee shall think fit (so far as is permitted by law) and (without prejudice to the generality of the foregoing) exercise of an Option shall be conditional upon the Participant either:

(i)making a payment to the Relevant Person, of an amount equal to the Tax Liability (or an estimate thereof); or

(ii)entering into arrangements with the Relevant Person, to secure that such a payment is made.  Such arrangements to include, but not be limited to, the Corporation selling a sufficient number of Shares acquired on the exercise of an Option on the Participant’s behalf and retaining an amount equal to the Tax Liability due from the proceeds or the Participant undertaking to sell a sufficient number of Shares acquired on the exercise of an Option and remitting to the Relevant Person the proceeds thereof.

(2)         Unless the Committee (in its absolute discretion) determines otherwise, the exercise of Options granted under this Schedule is conditional upon the Participant entering into a binding agreement or election form acceptable to the Committee (and in the case of an election, in a form also approved by HMRC), pursuant to which the Participant agrees to pay or assumes liability for the whole of the secondary Class 1 National Insurance contributions arising in respect of the Option.”

14.Section 12 (Rights as an Employee) shall be deleted in its entirety in relation to Options granted pursuant to this Schedule and replaced with the following: “By participating in the Plan, a Participant accepts that the rights and obligations under the Plan do not form part of the Participant’s terms and conditions of employment with the Corporation or any Subsidiary Corporation and the rights and obligations which the Participant and the Corporation or any  Subsidiary Corporation owe to each other in relation to the Participant’s employment will not be

affected by participation in the Plan.  In particular (but without limiting the generality of the foregoing) any Participant whose employment contract is terminated for whatever reason (including, for the avoidance of doubt, where the contract is terminated by the Corporation or any Subsidiary Corporation in breach of contract) shall not be entitled to any compensation for loss of any right or benefit or prospective right or benefit under this Plan which he might otherwise have enjoyed or for the lapse of any right to an Option whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever and by participating in the Plan, the Participant irrevocably waives any such right.  This exclusion applies equally (and without limitation) to any loss arising from the way in which discretion is (or is not) exercised under any Section of the Plan (and, to the extent applicable the Schedule) in particular Section 6(h)) and/or any provision contained in the relevant Agreement, even if the exercise (or non-exercise) of such discretion is, or appears to be, irrational or perverse and/or breaches, or is claimed to breach, any implied term of the Plan, the Agreement or any other contract between the Participant and his employer.”.

15.Any Options will not count as pay or remuneration when calculating salary related benefits (including pension).

16.Section 15 (Amendment and Termination) shall apply with the additional requirement that no amendment to a key feature of the Plan (to the extent that it relates to Options granted under this Schedule) and/or this Schedule shall have effect until approved by HMRC.  For the purposes of this clause, “a key feature” is a provision of the Plan and/or the Schedule which is necessary to meet the requirements of this Schedule as provided for in paragraph 30(4) of Schedule 4, ITEPA 2003.

EX-10.2

Exhibit 10.2

VIRGIN MEDIA INC.

FORM OF RESTRICTED STOCK UNIT AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2010 (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and [Name] (the Employee”).

1.Grant of Restricted Stock Units.  Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”), the Company hereby grants to the Employee a maximum of [Number] Restricted Stock Units.  Unless the context otherwise requires, terms used but not defined herein shall have the same meaning as in the Plan.

2.Vesting of Restricted Stock Units.

(a)Vesting Schedule.  Except as otherwise provided in this Agreement, a number of Restricted Stock Units shall become non-forfeitable if and only if (i) the relevant Performance Condition set out in Exhibit A has been met and (ii) the Employee has remained in the continuous employment of the Company from the Grant Date through the Prescribed Date (as defined in Section 4 hereof).  The number of Restricted Stock Units that shall become non-forfeitable shall be calculated in accordance with the formula set forth in Exhibit A.

(b)No Accelerated Vesting.  Notwithstanding Section 7(b)(2) of the Plan, the Restricted Stock Units shall not vest or become non-forfeitable upon the occurrence of an Acceleration Event unless the Committee, in its absolute discretion, determines otherwise after the Grant Date.

(c)Continuous Employment.  For purposes of this Agreement, the continuous employment of the Employee with the Company shall include employment with a Subsidiary Company, Parent Company or Affiliated Entity, and shall not be deemed to have been interrupted, and the Employee shall not be deemed to have ceased to be an employee of the Company by reason of the transfer of the Employee’s employment among the Company, a Subsidiary Company, Parent Company or Affiliated Entity.

3.Forfeiture of Restricted Stock Units.

(a)Any Restricted Stock Units that have not theretofore become non-forfeitable shall be forfeited if the Employee ceases to be continuously employed by the Company prior to the Prescribed Date.  In the event of a forfeiture, forfeited Restricted Stock Units shall cease to be outstanding and the Employee shall cease to have right, title or interest in, to or on account of the forfeited Restricted Stock Units or any underlying shares of Common Stock.

(b)For the purposes of this Agreement, where the Employee ceases to hold an office or employment with the Company because his employment is terminated by his employer without notice or where he terminates his employment with or without notice, his employment shall be deemed to cease on the date on which the termination takes effect or, if earlier, the date of giving notice. If the Employee’s employment is terminated by his employer with notice his employment shall be deemed to cease on the date when such notice expires.

4.Settlement of Restricted Stock Units.  Upon Restricted Stock Units becoming non-forfeitable in accordance with Section 2 of this Agreement, each such Restricted Stock Unit shall entitle the Employee to, in the discretion of the Committee, one share of Common Stock or an amount of cash equal to the Fair Market Value of one share of Common Stock determined as of the date on which such Restricted Stock Units become non-forfeitable.  Settlement of the Restricted Stock Units shall occur on the “Prescribed Date” as nominated by the Committee. The Prescribed Date shall be a date on or after the date on which the Company’s annual audited financial statements for the year ending December 31, 2012 are filed with the SEC but shall not, in any event, be a date later than April 30 2013.  In determining the Prescribed Date, the Committee shall be entitled to take into account closed trading periods for the Common Stock and the Company’s Insider Trading Policy.  If settlement is made in the form of shares of Common Stock, such shares shall be evidenced by book entry registration or by a certificate registered in the name of the Employee.

5.Dividend, Voting and Other Rights.  The Employee shall have none of the rights of a shareholder with respect to any shares of Common Stock underlying the Restricted Stock Units, including the right to vote such shares and accrue or receive any dividends that may be paid thereon until such time, if any, that shares of Common Stock are delivered to the Employee in settlement thereof; provided, that, upon the occurrence of an event set forth in Section 9 of the Plan, the Restricted Stock Units shall be subject to adjustment pursuant to Section 9 of the Plan.

6.No Special Employment Rights.  Nothing contained in the Plan or this Agreement shall be construed or deemed by any person under any circumstances to obligate the Company to continue the employment of the Employee for any period.

7.Withholding.  It shall be a condition to the vesting of any Restricted Stock Units, the payment of cash hereunder, or the issuance of shares of Common Stock hereunder, as the case may be, that the Employee shall pay, or make provisions for payment of, all income, employment or other tax (or similar) and social security (or similar) withholding requirements in a manner that is satisfactory to the Company for the payment thereof.

8.Miscellaneous.

(a)Except as otherwise expressly provided herein, this Agreement may not be amended or otherwise modified in a manner that adversely affects the rights of the Employee, unless evidenced in writing and signed by the Company and the Employee.

(b)All notices under this Agreement shall be delivered by hand, sent by commercial overnight courier service or sent by registered or certified mail, return receipt requested, and first-class postage prepaid, to the Employee at the address on file with the Company’s Payroll Department and to the Company at 909 Third Avenue, Suite 2863, New York, NY 10022, or at such other address as may be designated in a notice by either party to the other.

(c)The Company shall not be obligated to issue any shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any applicable federal and state securities laws.

(d)Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Employee under this Agreement without the Employee’s consent, except to the extent necessary to comply with applicable law.

(e)This Agreement is subject to the terms and conditions of the Plan.  In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.  The Committee, acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions that arise in connection with this Agreement.

(f)Each provision of this Agreement shall be considered separable.  The invalidity or unenforceability of any provision shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

(g)This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(h)The failure of the Company or the Employee to insist upon strict performance of any provision hereunder, irrespective of the length of time for which such failure continues, shall not be deemed a waiver of such party’s right to demand strict performance at any time in the future.  No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation or provision hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

(i)This Agreement is a matter entirely separate from any pension right or entitlement that the Employee may have and from his or her terms and conditions of employment, and, in particular (but without limiting the generality of the foregoing), if the Employee leaves the employment of the Company and any Parent Company, Subsidiary Company or Affiliated Entity or otherwise ceases to be an employee thereof, he or she shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under this Agreement which he or she might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever.

(j)No term in this Agreement is enforceable under the Contract (Rights of Third Parties) Act 1999, but this does not affect any rights or remedy of a third party which exists or is available apart from such Act.

IN WITNESS WHEREOF, the parties to the Agreement have duly executed and delivered this Agreement as of the date first written above.

	VIRGIN MEDIA INC.
	By:
	Name:
	Title:
ACCEPTED AND AGREED
By:
Name:

EX-10.3

Exhibit 10.3

FORM OF NON-QUALIFIED STOCK OPTION NOTICE

[NAME]

[ADDRESS]

This Option Notice (the “Notice”) dated as of January 7, 2010 (the “Grant Date”) is being sent to you by Virgin Media Inc. (including any successor company, the “Company”).  As you are presently serving as an employee of Virgin Media Inc. or one of its subsidiary corporations, in recognition of your services and pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”), the Company has granted you the Option provided for in this Notice (the “Option”). The Option is subject to the terms and conditions set forth in the Plan, which is incorporated herein by reference, and defined terms used but not defined in this Notice shall have the meaning set forth in the Plan.

1.  Grant of Option.  The Company hereby irrevocably grants to you, as of the Grant Date, an option to purchase up to [Number] shares of the Company’s Common Stock at a price of $17.16 per share (the “Option”).  The Option is not intended to qualify as an incentive stock option under US tax laws and is not intended to qualify as an approved option under UK tax laws.

2.  Vesting.  The Option shall vest in accordance with the following table provided that you are employed by the Company or one of its subsidiary corporations on each such vesting date:

Vesting Date	Number of Options Vesting
January 1, 2011	[Number]
January 1, 2012	[Number]
January 1, 2013	[Number]
January 1, 2014	[Number]
January 1, 2015	[Number]

3.  Acceleration Event.  In the event you are subject to a termination of employment by the Company without Cause or you terminate your employment for Good Reason in either case within twelve (12) months following an Acceleration Event, the Option shall vest and become exercisable as to all of the shares subject to the Option.  For purposes of this paragraph 3, Good Reason shall mean a termination of your employment by you following the occurrence of any of the following events without your consent: (i) a material breach by the Company of any of the covenants in the employment agreement between you and the Company or any of its subsidiaries, as amended from time to time (the “Employment Agreement”), (ii) any material reduction in your base salary as set forth in the Employment Agreement, or (iii) any material and adverse change in your position, title or status or any change in your job duties, authority or responsibilities to those of lesser status.  You shall give the Company ten (10) days notice of your intention to terminate your employment for Good Reason (as defined in (i) through (iii) above) has occurred, and such notice shall describe the facts and circumstances in support of such claim in reasonable detail.  The Company shall have ten (10) days thereafter to cure such facts and circumstances if possible.

4.  Exercise Period. Except as set forth in paragraph 3, the Option shall stop vesting immediately upon the termination of your employment and any portion of the Option that is not vested at the time of termination of your employment shall immediately be forfeited and cancelled.  Your right to exercise that portion of the Option that is vested at the time of your termination shall terminate on the earlier of the following dates: (a) three months after the termination of your employment other than for Cause; (b) one year after your termination resulting from your retirement, disability or death; (c) the date on which your employment is terminated for Cause; or (d) January 6, 2020.

5.  Manner of Exercise.  The Option may be exercised by delivery to the Company of a written notice signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified bank cheque or cash (or such other manner of payment as permitted by the Plan) for the aggregate option price for that number of shares and any required withholding (including a payment sufficient to indemnify the Company or any subsidiary of the Company in full against any and all liability to account for any tax, employee’s National Insurance contributions, or duty payable and arising by reason of the exercise of the Option).

6.  Transferability.  Neither the Option nor any interest in the Option may be transferred other than by will or the laws of descent or distribution, and this Option may be exercised during your lifetime only by you or your guardian or legal representative.

VIRGIN MEDIA INC.

By:

Name:

Title:

EX-10.4

Exhibit 10.4

FORM OF INCENTIVE STOCK OPTION NOTICE

[NAME]

[ADDRESS]

This Option Notice (the “Notice”) dated as of January 7, 2010 (the “Grant Date”) is being sent to you by Virgin Media Inc. (including any successor company, the “Company”).  As you are presently serving as an employee of Virgin Media Inc. or one of its subsidiary corporations, in recognition of your services and pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”), the Company has granted you the Option provided for in this Notice (the “Option”). The Option is subject to the terms and conditions set forth in the Plan, which is incorporated herein by reference, and defined terms used but not defined in this Notice shall have the meaning set forth in the Plan.

1.  Grant of Option.  The Company hereby irrevocably grants to you, as of the Grant Date, an option to purchase up to [Number] shares of the Company’s Common Stock at a price of $17.16 per share (the “Option”).  The Option is intended to qualify as an incentive stock option under US tax laws and the Company will treat it as such to the extent permitted by applicable law.

2.  Vesting.  The Option shall vest in accordance with the following table provided that you are employed by the Company or one of its subsidiary corporations on each such vesting date:

Vesting Date	Number of Options Vesting
January 1, 2011	[Number]
January 1, 2012	[Number]
January 1, 2013	[Number]
January 1, 2014	[Number]
January 1, 2015	[Number]

3.  Acceleration Event.  In the event you are subject to a termination of employment by the Company without Cause or you terminate your employment for Good Reason in either case within twelve (12) months following an Acceleration Event, the Option shall vest and become exercisable as to all of the shares subject to the Option.  For purposes of this paragraph 3, Good Reason shall mean a termination of your employment by you following the occurrence of any of the following events without your consent: (i) a material breach by the Company of any of the covenants in the employment agreement between you and the Company or any of its subsidiaries as amended from time to time (the “Employment Agreement”), (ii) any material reduction in your base salary as set forth in the Employment Agreement, or (iii) any material and adverse change in your position, title or status or any change in your job duties, authority or responsibilities to those of lesser status.  You shall give the Company ten (10) days notice of your intention to terminate your employment for Good Reason (as defined in (i) through (iii) above) has occurred, and such notice shall describe the facts and circumstances in support of such claim in reasonable detail.  The Company shall have ten (10) days thereafter to cure such facts and circumstances if possible.

4.  Exercise Period. Except as set forth in paragraph 3, the Option shall stop vesting immediately upon the termination of your employment and any portion of the Option that is not vested at the time of termination of your employment shall immediately be forfeited and cancelled.  Your right to exercise that portion of the Option that is vested at the time of your termination shall terminate on the earlier of the following dates: (a) three months after the termination of your employment other than for Cause; (b) one year after your termination resulting from your retirement, disability or death; (c) the date on which your employment is terminated for Cause; or (d) January 6, 2020.

5.  Manner of Exercise.  The Option may be exercised by delivery to the Company of a written notice signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified or bank check or cash (or such other manner of payment as permitted by the Plan) for the aggregate option price for that number of shares and any required withholding (including a payment sufficient to indemnify the Company or any subsidiary of the Company in full against any and all liability to account for any tax or duty payable and arising by reason of the exercise of the Option).

6.  Transferability.  Neither the Option nor any interest in the Option may be transferred other than by will or the laws of descent or distribution, and this Option may be exercised during your lifetime only by you or your guardian or legal representative.

VIRGIN MEDIA INC.

By:

Name:

Title:

EX-10.5

Exhibit 10.5

VIRGIN MEDIA INC. COMPANY SHARE OPTION PLAN

FORM OF APPROVED OPTION CERTIFICATE

Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”)

THIS IS TO CERTIFY THAT                                  of                                                                                                                 is the holder of an Option granted under Part I of the Schedule to the Plan (the “Schedule”) on January 8, 2010 (the “Date of Grant”) to acquire [Number] Ordinary Shares in the capital of Virgin Media, Inc. at an Exercise Price of  $17.12* for each Ordinary Share.

The Option must be exercised in accordance with Part I of the Schedule and it is personal to the employee whose name appears above.  Unless specifically provided in Part I of the Schedule the Option cannot be transferred, assigned, mortgaged, charged or otherwise disposed of.

If there is to be no charge to income tax and National Insurance contributions on the exercise of the Option then, in addition to complying with Part I of the Schedule, the exercise must take place:-

·between the third and tenth anniversary of the Date of Grant (or earlier in certain ‘good leaver’ circumstances); and

·at a time when the Schedule retains HMRC approval.

The Directors confirm that any power to veto the transfer of shares will not be used in any way to discriminate against the transfer of shares acquired pursuant to the terms of the Schedule.  The shares acquired pursuant to the terms of the Schedule will not carry restrictions and will be freely tradable in the ordinary course.

The Option may be exercised by delivery to the Company of a written notice signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified bank cheque or cash (or such other manner of payment as permitted by the Plan) for the aggregate option price for that number of shares and any required withholding (including a payment sufficient to indemnify the Company or any subsidiary of the Company in full against any and all liability to account for any tax, employee’s National Insurance contributions, or duty payable and arising by reason of the exercise of the Option).

VIRGIN MEDIA INC.

By:

Name:

Title:

THIS CERTIFICATE IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE

*NOTE: - The Exercise Price and the number of Shares comprised in this Option may be varied in accordance with Part I of the Schedule.  Notice of any such variation will be sent to Option Holders. - The terms and expressions used in this document shall have the meanings given to them in Part I of the Schedule. Where this document differs from Part I of the Schedule, the Schedule will take precedence.

EX-99.1

Exhibit 99.1

Virgin Media announces offering of £500 million equivalent of Senior Secured Notes due 2018

LONDON, 11 January 2010 — Virgin Media Inc. (NASDAQ:VMED) (LSE:VMED), a leading UK entertainment and communications business, today announced that its wholly-owned subsidiary Virgin Media Secured Finance PLC intends to offer, subject to market and other conditions, approximately £500 million equivalent aggregate principal amount of senior secured notes due 2018 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

The notes will rank pari passu with Virgin Media’s senior credit facility and, subject to certain exceptions, share in the same guarantees and security which has been granted in favour of its senior credit facility.

Virgin Media intends to use the net proceeds from the notes offering to prepay a portion of its outstanding A-A3 and B1-B6 Tranches under its senior credit facility.

For further information contact:

Virgin Media Investor Relations

Richard Williams: +44 (0) 20 7299 5479 / richard.williams@virginmedia.co.uk

Sam Horrocks: +44 (0) 20 7299 5353 / sam.horrocks@virginmedia.co.uk

Media contacts

At Virgin Media, Gareth Mead: +44 (0) 20 7299 5703 / gareth.mead@virginmedia.co.uk

At Tavistock Communications, Matt Ridsdale: +44 (0) 20 7920 3150 / mridsdale@tavistock.co.uk

Important Information

This announcement is neither an offer to sell nor a solicitation to buy any of the securities described herein and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and are being offered in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act. Unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Virgin Media cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Virgin Media’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. Certain of these factors are discussed in more detail under “Risk Factors” and elsewhere in Virgin Media’s annual report on Form 10-K as filed with the U.S. Securities and Exchange Commission (SEC) on February 26, 2009, and revised by its current report on Form 8-K as filed with the SEC on May 27, 2009, and its quarterly reports on Form 10-Q as filed with the SEC on May 6, 2009, August 7, 2009 and October 29, 2009. There can be no assurance that the transactions contemplated in this announcement will be completed. Virgin Media assumes no obligation to update any forward-looking

statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

EX-99.2

Exhibit 99.2

Virgin Media Announces Pricing of £1.5 Billion Equivalent of Senior Secured Notes Due 2018

LONDON, January 13, 2010 — Virgin Media Inc. (NASDAQ:VMED) (LSE:VMED), a leading UK entertainment and communications business, today announced the pricing of the offering of approximately £1.5 billion equivalent aggregate principal amount of senior secured notes due 2018, split into a $1.0 billion U.S. dollar denominated tranche and a £875 million sterling denominated tranche of its wholly-owned subsidiary Virgin Media Secured Finance PLC in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

The notes will rank pari passu with Virgin Media’s senior credit facility and, subject to certain exceptions, share in the same guarantees and security which has been granted in favour of its senior credit facility.

The dollar denominated notes will bear interest at a rate of 6.5% per annum and the sterling denominated notes will bear interest at a rate of 7.0% per annum. Interest on each series of notes will be payable in cash semi-annually in arrears beginning on June 15, 2010. Each series of notes will mature on January 15, 2018.

The issue price of the dollar denominated notes is 98.488% of the principal amount and the issue price of the sterling denominated notes is 98.503% of the principal amount. The net proceeds from the offering, taking into account fees, expenses and a deferred fee, are estimated to be approximately £1,453  million, based on a $/£ exchange rate of $1.5993 on January 8, 2010.

Virgin Media intends to use the net proceeds from the notes offering to prepay the outstanding Tranches A-A3 and Tranches B1-B6 and a portion of the outstanding Tranches B7-B12 under its senior credit facility.

It is anticipated that Virgin Media will prepay approximately £286 million of Tranches A-A1, approximately £677 million of Tranches A2-A3, approximately £165 million of Tranches B1-B6 and approximately £325 million of Tranches B7-B12. The amortization schedule under Virgin Media’s senior credit facility as of September 30, 2009, as revised for the anticipated prepayments from the proceeds of the notes offering, will be as follows: March 2011—£0 million, June 2012—£0 million, September 2012—£1,374 million, March 2013—£300 million.

For further information contact:

Virgin Media Investor Relations

Richard Williams: +44 (0) 20 7299 5479 / richard.williams@virginmedia.co.uk

Sam Horrocks: +44 (0) 20 7299 5353 / sam.horrocks@virginmedia.co.uk

Media contacts

At Virgin Media, Gareth Mead: +44 (0) 20 7299 5703 / gareth.mead@virginmedia.co.uk

At Tavistock Communications, Matt Ridsdale: +44 (0) 20 7920 3150 / mridsdale@tavistock.co.uk

Important Information

This announcement is neither an offer to sell nor a solicitation to buy any of the securities described herein and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and are being offered in the United States only to qualified institutional buyers in reliance on Rule 

144A under the Securities Act and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act. Unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Virgin Media cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Virgin Media’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. Certain of these factors are discussed in more detail under “Risk Factors” and elsewhere in Virgin Media’s annual report on Form 10-K as filed with the SEC on February 26, 2009, and revised by its current report on Form 8-K as filed with the SEC on May 27, 2009, and its quarterly reports on Form 10-Q as filed with the SEC on May 6, 2009, August 7, 2009 and October 29, 2009. There can be no assurance that the transactions contemplated in this announcement will be completed. Virgin Media assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.