Virgin Media

I. Purpose of the committee
The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Virgin Media Inc. (the “Company”) shall be to oversee the Company’s executive compensation.

II. Composition of the committee
The Committee shall be comprised of three or more directors as determined by resolution of the Board, each of whom will be “independent” as required by the Nasdaq Marketplace Rules, a “non-employee director” within the meaning of Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall satisfy any other necessary standards of independence under the federal securities and tax laws.

The members of the Committee and its chairperson shall be nominated by the Nominating and Governance Committee of the Board and elected by a majority vote of the Board, who shall serve on the Committee until such member resigns or is removed. Any vacancy on the Committee shall be filled by a majority vote of the Board at its next meeting following the occurrence of the vacancy.

III. Meetings and procedures of the committee
The Committee shall fix its own rules of procedure, which shall be consistent with the By-laws of the Company and this Charter. The Committee shall meet as provided by its rules and as often as it determines appropriate but not less frequently than two times annually and may hold special meetings as circumstances require. A majority of the Committee members participating in a meeting shall constitute a quorum. The Committee may form and delegate authority to subcommittees when appropriate. Minutes shall be kept for each meeting of the Committee.

IV. Committee responsibilities
The Committee shall have the following responsibilities:

1. The Committee shall establish the Company’s overall executive compensation philosophy and shall oversee the Company’s executive compensation structure, practices and benefit plans.

2. The Committee shall establish the Company’s overall executive compensation philosophy and shall oversee the Company’s executive compensation structure, practices and benefit plans.

3. The Committee shall review and approve on an annual basis the corporate goals and objectives with respect to compensation of the Chief Executive Officer (“CEO”) and, if applicable, the Executive Chairman. Unless otherwise determined by a majority of the “independent” (as defined by the Nasdaq Marketplace Rules) directors of the Board meeting in “executive session” (as defined by the Nasdaq Marketplace Rules), the Committee shall evaluate at least once a year the CEO’s and any Executive Chairman’s performance in light of these established goals and objectives and based upon these evaluations shall meet in “executive session” as defined in the Nasdaq Marketplace Rules to set the CEO’s and Executive Chairman’s annual compensation, including salary, bonus, incentive and equity compensation.

4. The Committee shall review and approve on an annual basis the evaluation process and compensation structure for the Company’s other officers (for all purposes of this Charter, the term “officers” shall have, in respect of the Company, the meaning set forth in Section 16 of the Exchange Act and Rule 16a-1 thereunder) and for such other Executives as the Committee may deem appropriate. Unless otherwise determined by a majority of the “independent” (as defined by the Nasdaq Marketplace Rules) directors of the Board, the Committee shall evaluate the performance of all other officers and may evaluate the performance of such other Executives of the Company as the Committee may deem appropriate and shall approve the annual compensation, including salary, bonus, incentive and equity compensation, for such officers and for such other Executives as the Committee may deem appropriate. At the request of the Chairman of the Committee, the Executive Chairman, CEO and/or Chief Financial Officer of the Company may be present during discussions evaluating and setting the compensation levels of such officers and other Executives but may not vote on such deliberations.

5. The Committee shall review and approve the material terms of employment, severance and change-in-control agreements and recoupment provisions to which the CEO or any other officer is a party, including material amendments to any such agreements, and may do the same in respect of such Executives as the Committee may deem appropriate.

6. The Committee shall have the authority in its discretion to approve equity based awards and payments to Executives of the Company, pursuant to the Company’s incentive compensation and/or equity compensation plans, and to establish Executive stock ownership requirements.

7. The Committee shall review and discuss with management the Compensation Discussion and Analysis (the “CD&A”) required by the rules and regulations of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s proxy statement and annual report on Form 10-K and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included. The Committee shall produce the annual Compensation Committee Report for inclusion in the Company’s proxy statement in compliance with the rules and regulations promulgated by the SEC.

8. The Committee shall consider the impact of the Company’s compensation plans, arrangements and policies on the Company's risk profile.

9. The Committee shall have sole authority to engage, terminate and determine funding for such independent professional advisers and counsel as the Committee determines are appropriate to carry out its functions hereunder, which to the extent required by law or regulation, shall satisfy applicable “independence” requirements (as such term is defined by SEC rules, Nasdaq Marketplace Rules or other relevant authorities), the cost of which shall be borne by the Company.

10. The Committee shall perform any other duties and responsibilities delegated to the Committee by the Board from time to time relating to the Company’s executive compensation.

11. The Committee shall evaluate its own performance from time to time. The Committee shall make such recommendations for amendments to its Charter as it deems appropriate.