Amendment to Employment Agreement for Simon P. Duffy as Executive Vice Chairman of NTL Incorporated

Summary

This letter agreement between NTL Incorporated and Simon P. Duffy confirms his new role as Executive Vice Chairman, effective January 16, 2006. Mr. Duffy will report to the Board of Directors and focus on strategic planning, business development, regulatory affairs, and mergers and acquisitions. His salary and benefits remain unchanged, but his duties are modified from those of CEO. The letter serves as an amendment to his existing Employment Agreement to reflect these changes.

EX-10.4 4 ex10_4ntl.txt Exhibit 10.4 [NTL LETTERHEAD] December 15, 2005 Mr. Simon P. Duffy c/o NTL Incorporated Bartley Wood Business Park Hook, Hampshire RG27 9UP United Kingdom Dear Simon: This letter confirms a change in your appointment to be Executive Vice Chairman of NTL Incorporated, effective as of 16 January 2006. As we have discussed, as of that date you will report to the Board of Directors, with a focus on strategic planning, business development, European and UK regulatory affairs, mergers and acquisitions, and other areas. As we have discussed, your salary and benefits will not be modified and your duties will be modified from the duties of CEO as described above. This letter confirms our understanding on these points and your Employment Agreement with the Company is amended in accordance with the foregoing. Sincerely, /s/ James F. Mooney ------------------------------- James F. Mooney Chairman of the Board NTL Incorporated Agreed: /s/ Simon Duffy - ------------------------------ Simon P. Duffy