[Neil]

Some 'facts'....

STATEMENT

Since the formation of the new ntl: home and COBI teams earlier this
year, we have continued to review how each part of the business works.

With this in mind we are announcing some changes to the ntl: home Internet
team today, which will become effective from 22 March 2004.

What is being announced today?

The current ntl: home Internet team is being restructured to fit with
the new ntl: home and COBI structure.

This means some of the current functions may also move into Networks and
Group IT.

What is changing?

Wholesale Internet managed by Paul Rusby, moves to Networks.
Wholesale has closer synergies with the Networks wholesale group.

Retail Internet remains in ntl: home and will be managed by Bill
Goodland.

Retain our focus on the residential side of our Internet business

The Operations & Continuous Improvement team managed by Phil Langley,
which currently sits in Retail, will move to COBI reporting to Mark Upton.

COBI's focus is on customer service improvement and this team forms part
of that.

Our Newport Narrowband Call Centre will be outsourced to Fujitsu - all
our associates will transfer to Fujitsu from 01 May 2004. The relationship
between Fujitsu and ntl will be managed through COBI.

This specialist call centre services our Virgin, Tesco, Which and ntlworld
customers. Fujitsu are leaders in the dial up internet call centre management field therefore, in order to deliver the level of service our customers require we are putting this aspect of our business in their hands.

What happens next?

Today our associates are being briefed on the changes above. The changes
will take place from 22 March 2004, with the exception of the transfer
of the Newport Call Centre, which takes place from 01 May 2004.

Please brief your teams on the changes outlined above

Many thanks


Aizad

Q&A

What are the changes being introduced?

Ntlworld dial-up, Tesco. Virgin, Which support will be serviced by
Fujitsu.

Fujitsu are a specialist provider of dial up technical support centre
services and will work in conjunction with COBI.

When will the change become effective?

Newport Associates are being briefed today, with the changes effective
on 1st May 2004, in terms of their employer.

What does this mean for ntl's customers?

There will be no change to the current customer experience and services
provided via a Newport.

If you should receive a call from a dial-up customer, existing processes
still apply.

What does this mean for Newport Associates?

Newport Associates will remain at Newport, providing the services to our
customers, as is the case today, however from 1st May our colleagues
will commence their employment with Fujitsu, under what is referred to as a TUPE process.

What does TUPE mean?

Quite simply, TUPE is government legislation, which ensure that
employee's terms and conditions are protected, in the event of transfer to another organisation.

It stands for Transfer of Undertaking (Protection of Employment).

What does this mean for TSB?

TSB moved into the COBI structure in February '04, and this remains
unchanged.

I've taken a call from the local press, what should I do?

You should simply direct them to Malcolm Padley's office on 02077464094
for
External PR..