Exhibit
10.40


INDEMNITY AGREEMENT


AGREEMENT, dated
as of •, 2006, between NTL Incorporated, a Delaware corporation and its
affiliated entities (the “Company”), and • (the “Indemnitee”).


WHEREAS,
Indemnitee has agreed to serve, and is serving, as a director of the Company,
at the request of the Board of Directors of the Company (the “Board of
Directors”);


WHEREAS, both the
Company and Indemnitee recognize the increased risk of litigation and other
claims being asserted against directors and senior management of public
companies and their subsidiaries in the current environment;


WHEREAS, the
Amended and Restated Certificate of Incorporation of the Company (the “Certificate
of Incorporation”) and the Amended and Restated By-laws of the Company (the “By-laws”)
require the Company to indemnify and advance expenses to any person who is or
was serving or who had agreed to serve at the request of the Board of Directors
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise to the fullest extent permitted by the
Delaware General Corporation Law (“DGCL”), as the same exists or is hereafter
amended, and the Indemnitee has been serving, and continues to serve, as a
director of the Company in reliance on such provisions;


WHEREAS, Section
145(f) of the DGCL expressly recognizes that the provisions for the
indemnification and advancement of expenses granted by the DGCL are not
exclusive of any other rights to which a person seeking indemnification or
advancement may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, and this Agreement is being entered
into pursuant to such provision;


WHEREAS, in
recognition of Indemnitee’s need for substantial protection against any
potential personal liability in order to assure Indemnitee’s continued service
to the Company as a director in an effective manner and Indemnitee’s reliance
on the aforesaid provisions of the Certificate of Incorporation and By-laws,
and in part to provide Indemnitee with specific contractual assurance that the
protection promised by the Certificate of Incorporation and By-laws will be
available to Indemnitee (regardless of, among other things, any amendment to or
revocation or any change in the composition of the Company’s Board of Directors
or acquisition of the Company), the Company wishes to provide in this Agreement
for the Indemnification of, and the advancing of expenses to, Indemnitee to the
fullest extent (whether partial or complete) permitted by law and as set forth
in this Agreement, and, to the extent insurance is maintained, for the
continued coverage of the Indemnitee under any applicable directors’ and
officers’ liability insurance policies;


NOW, THEREFORE, in
consideration of the foregoing premises and of Indemnitee continuing to serve
the Company directly or, at its request, with another enterprise, and intending
to be legally bound hereby, the parties hereto agree as follows:


1.     CERTAIN DEFINITIONS.


(a) Change in
Control of the Company: shall be deemed to have occurred if (i) any “person”
or “group” (as such terms are used in Section 13(d) and Section 14(d) of the
Securities Exchange Act of 1934, as amended), other than a trustee or other
fiduciary holding securities



  
  
 








under an employee benefit
plan of the Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Company representing 20% or more of the total voting power represented by
the Company’s then outstanding voting securities, or (ii) during any period of
two consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Company and any new director whose
election by the Board of Directors or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof, or (iii) the Company merges or
consolidates with any other corporation or entity, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the total voting power represented by the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company, in one transaction or a series of
transactions, of all or substantially all the Company’s assets.


(b) Claim:  is any threatened, pending or completed
action, suit or proceeding, or any inquiry or investigation, whether conducted
by or on behalf of the Company or any other party, that Indemnitee in good
faith believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative or other.


(c) Expenses:
include attorneys’ and other professional fees and all other costs, expenses
and obligations paid or incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to
defend, be a witness in or participate in, any Claim relating to any
Indemnifiable Event.


(d)
Indemnifiable Event:  is any event or
occurrence related to the fact that Indemnitee is or was a director, officer,
employee, agent or fiduciary of the Company, or is or was serving at the
request of the Company as a director, officer, employee, trustee, agent or
fiduciary of another corporation, partnership, joint venture, trust or other
entity, or by reason of anything done or not done by Indemnitee in any such
capacity.


(e) Indemnification
Period:  shall be such period as the
Indemnitee shall continue to serve as a director, officer, employee, agent or
fiduciary of the Company, or shall continue at the request of the Company to
serve as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other entity, and thereafter
so long as the Indemnitee shall be subject to any possible Claim arising out of
the Indemnitee’s tenure in the foregoing positions.


(f) Losses:  are any judgments, fines, penalties and
amounts paid in settlement (including all interest assessments and other
charges paid or payable in connection with or in respect of such judgments,
fines, penalties or amounts paid in settlement) of any Claim.


(g) Reviewing
Party:  shall mean the
persons identified in Article VII, Section 3 of the By-Laws with respect to the
determination of a claimants’ entitlement to indemnification or, if there has
been a Change in Control, the special independent counsel referred to in
subsection 3(c) hereof.



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2.     INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES


Subject to the
limitations set forth herein and in Section 3 hereof, the Company hereby agrees
to indemnify Indemnitee as follows:


(a) Basic
Indemnification.  The Company shall
hold harmless and indemnify Indemnitee to the fullest extent authorized or
permitted (i) by the DGCL, or any other applicable law, the Certificate of
Incorporation and the By-Laws as in effect on the date hereof, or (ii) by any
amendment, modification or restatement of any of the above authorizing or
permitting such indemnification which is adopted after the date hereof (but in
the case of any such amendment, modification or restatement, only to the extent
that such amendment modification or restatement permits the Company to provide
broader indemnification rights than the Company was permitted to provide
immediately prior to such amendment, modification or restatement).


(b) Additional
Indemnification.  Without limiting
the generality of subsection 2(a) hereof, and subject to the terms of Section
3, in the event Indemnitee is, was or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, a Claim by reason of, or arising, in whole or in part, out of
or in connection with an Indemnifiable Event, the Company shall indemnify
Indemnitee to the fullest extent permitted by law, as soon as practicable after
written demand is presented to the Company but no later than the time periods
prescribed in this Agreement, against any and all Expenses and Losses related
to or arising, in whole or in part, out of or in connection with such Claim in
accordance with the procedures set forth in the By-laws (or, to the extent that
the By-laws are not expressly applicable to such Claim, in accordance with the
procedures set forth in the By-laws as though such procedures were applicable
to such Claim) and this Agreement.


(c) Advancement
of Expenses; Enforcement.  In the
event that the Indemnitee is, was or becomes a party to or witness or other
participant in any Claim by reason of an Indemnifiable Event, or is threatened
to be made a party to or witness or other participant in, a Claim by reason of,
or arising out of, in whole or in part, or in connection with an Indemnifiable
Event, if so requested by Indemnitee by written demand, the Company shall
advance to Indemnitee (within ten (10) days of receipt of such request) any and
all related Expenses, including Expenses reasonably expected to be incurred by
Indemnitee within three months (such advanced Expenses, “Advances”).  In addition, the Company shall indemnify
Indemnitee against any and all Expenses and, if requested by Indemnitee, shall
pay Advances (within ten (10) days of receipt of such request) to Indemnitee in
respect of such Expenses which are incurred by Indemnitee in connection with
any action brought by Indemnitee for (i) enforcement of this Agreement,
including, without limitation, indemnification of Expenses and/or Advances by
the Company under this Agreement or any other agreement or Company By-law now
or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii)
recovery under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, Advances, or insurance
recovery, as the case may be.  Advances
shall be unsecured and interest free. 
Advances shall be made without regard to Indemnitee’s ability to repay
the Advances, without regard to Indemnitee’s ultimate entitlement to
indemnification under this Agreement, and without regard to any determination
by a Reviewing Party under Section 3(a) hereof. 
The execution and delivery to the Company of this Agreement shall
constitute an undertaking by the Indemnitee, to the extent that the Indemnitee
is required by law to make such an undertaking, to repay Advances to the extent
that it is ultimately determined, in accordance with the By-Laws and Section 3
of this Agreement, that Indemnitee is not entitled to be indemnified by the
Company.


(d) Partial
Indemnity, Etc.  If Indemnitee is
entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the Losses or Expenses,



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but not, however, for the
entire total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.  Moreover, notwithstanding any other provision
of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any or all Claims relating in whole or in
part to an Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, Indemnitee shall be indemnified against
all Expenses incurred in connection therewith.


(e) Contribution.
In the event that, as a result of the foregoing indemnity being unavailable to
the Indemnitee because such indemnification is determined to be unenforceable,
the Company shall contribute to the Losses and Expenses paid or payable by such
Indemnitee in respect of any Claim by reason of, or arising, in whole or in
part, out of or in connection with an Indemnifiable Event, in such proportion as
is appropriate to reflect the relative fault of the Company, on the one hand,
and the Indemnitee, on the other hand, in connection with the matters as to
which such Losses or Expenses relate.


3.     PROCEDURAL MATTERS


                (a)  Determination of Reviewing Party.  The obligations of the Company set forth in
Section 2 hereof other than the obligations of the Company set forth in Section
2(c) shall not apply if the Reviewing Party shall determine within sixty (60)
days of the Indemnitee’s written demand in accordance with Article VII, Section
3 of the Bylaws, that Indemnitee is not permitted to be so indemnified under
applicable law, provided, however, that


(i)            if the
Reviewing Party determines that Indemnitee substantively is not permitted to be
indemnified in whole or in part under applicable law, and the Indemnitee
commences litigation in any court in the States of New York or Delaware seeking
an order or judgment by the court equivalent to the determination of the
Reviewing Party or challenging any such determination by the Reviewing Party or
any aspect thereof within sixty (60) days of receiving notice of such
determination, then the determination by the Reviewing Party or such aspect so
challenged shall have no effect; and


(ii)           if there
is no determination by the Reviewing Party within sixty (60) days of the
Indemnitee’s written demand as described in Article VII, Section 3 of the
By-Laws, the requisite determination of entitlement to indemnification shall,
to the fullest extent not prohibited by law, be deemed to have been made and
Indemnitee shall be entitled to such indemnification, absent (A) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with
the request for indemnification, or (B) a final judicial determination that all
or any part of such indemnification is prohibited under applicable law;
provided, however, that such sixty (60) day period may be extended for a
reasonable time, not to exceed an additional thirty (30) days, if the person,
persons or entity making the determination with respect to entitlement to
indemnification in good faith requires such additional time in order to make
the determination.


(b) Burden of
Proof; Procedure.  In connection with
any determination by the Reviewing Party or otherwise as to whether Indemnitee
is entitled to be indemnified under this Agreement, the burden of proof shall
be on the Company to establish by clear and convincing evidence that Indemnitee
is not so entitled.  Each of the
Indemnitee and the Company shall be entitled to present evidence to the
Reviewing Party, to comment to the Reviewing Party on the evidence presented by
the other party, and to communicate with and make representations to the
Reviewing Party (so long as the other party is given a reasonable opportunity
to be present at any oral presentation or to review and respond to any written
presentation).  The Reviewing Party will
communicate its determination to the parties without any specification of
findings or



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reasoning.  The determination of the Reviewing Party
shall be given no deference or precedential effect in any judicial proceeding.


(c) Change in
Control of the Company.  The Company
agrees that if there is a Change in Control of the Company, then with respect
to all matters thereafter arising concerning the rights of Indemnitee to
indemnity payments and expense advances under this Agreement, any other
agreements, the Certificate of Incorporation or the By-laws now or hereafter in
effect relating to Claims for Indemnifiable Events, the Company shall seek
legal advice only from special independent counsel selected by Indemnitee and
approved by the Board of Directors (which approval shall not be unreasonably
withheld), and who has not otherwise performed services for the Company (other
than in connection with such matters) or Indemnitee.  Without limiting the Company’s obligation
under the immediately preceding sentence not to unreasonably withhold its
consent to counsel selected by Indemnitee, in the event that Indemnitee and the
Company are unable to agree on the selection of the special independent
counsel, such special independent counsel shall be selected by lot from among
at least five nationally recognized law firms each headquartered in New York
City, New York, each having no less than 250 lawyers.  Such selection shall be made in the presence
of Indemnitee (and his legal counsel or either of them, as Indemnitee may
elect).  Such special independent
counsel, among other things, shall determine whether and to what extent the
Indemnitee would be permitted to be indemnified under applicable law and shall
render in a timely manner its written opinion to the Company and Indemnitee to
such effect.


The Company agrees
to pay the reasonable fees of the special independent counsel referred to above
and to fully indemnify such counsel against any and all expenses (including
attorneys’ fees), claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.


4.     MODIFICATION; WAIVER.


No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. 
No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.  Any waiver to this agreement shall be in
writing.


5.     SUBROGATION.


In the event of
payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee, who shall execute
all papers required and shall do everything that may be necessary or
appropriate to secure such rights, including the execution of such documents
necessary to enable the Company effectively to bring suit to enforce such
rights.


6.     NO DUPLICATION OF PAYMENTS.


The Company shall
not be liable under this Agreement to make any payment in connection with any
Claim made against Indemnitee to the extent Indemnitee has otherwise actually
received payment from the Company (under any insurance policy obtained by the
Company or otherwise, and including payment made directly to the Indemnitee by
an insurer under such an insurance policy) of the amounts otherwise indemnifiable
hereunder.



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7.     NOTIFICATION AND DEFENSE OF
CLAIM.


Promptly after
receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee
will, if a request for indemnification in respect thereof is to be made against
the Company under this Agreement, notify the Company of the commencement
thereof; but the omission so to notify the Company promptly will not relieve
the Company from any liability unless the Company is materially prejudiced by
the failure to be so notified promptly, but in any case, the Company will not
be relieved from any liability which it may have to Indemnitee otherwise than
under this Agreement.  With respect to
any such Claim as to which Indemnitee notifies the Company of the commencement
thereof:


(a) the Company
will be entitled to participate therein at its own expense; and


(b) except as
otherwise provided below, to the extent that it may wish, the Company jointly
with any other indemnifying party similarly notified will be entitled to assume
the defense thereof, with counsel satisfactory to Indemnitee.  After notice from the Company to Indemnitee
of its election to assume the defense thereof, the Company will not be liable
to Indemnitee under this Agreement for any legal or other expenses subsequently
incurred by Indemnitee in connection with the defense thereof other than
reasonable costs of investigation or as otherwise provided below.  Indemnitee shall have the right to employ its
counsel in such Claim, but the fees and expenses of such counsel incurred after
notice from the Company of its assumption of the defense thereof shall be at
the expense of Indemnitee unless (i) the employment of counsel by Indemnitee
has been authorized by the Company, (ii) Indemnitee shall have reasonably
concluded that there may be an actual or potential conflict of interest between
the Company and the Indemnitee in the conduct of the defense of such Claim or
(iii) the Company shall not in fact have employed counsel to assume the defense
of such Claim, in each of which cases the fees and expenses of counsel shall be
at the expense of the Company.  The
Company shall not be entitled to assume the defense of any Claim brought by or
on behalf of the Company or as to which the Indemnitee shall have made the conclusion
provided for in clause (ii) of this subsection 7(b).


(c) The Company
shall not be liable to indemnify the Indemnitee under this Agreement for any
amounts paid in settlement of any Claim effected without its prior written
consent.  The Company shall not settle
any Claim in any manner which would impose any penalty, limitation, admission,
Loss or Expense on the Indemnitee without the Indemnitee’s prior written
consent.  Neither the Company nor the
Indemnitee will unreasonably withhold their consent to any proposed settlement;
provided that Indemnitee may, in his sole discretion, withhold consent to any
proposed settlement that would impose any penalty, limitation, admission, Loss
or Expense on the Indemnitee other than a Loss or Expense covered under such
proposed settlement.


8.     NO PRESUMPTIONS.


For purposes of
this Agreement, the termination of any Claim against Indemnitee by judgment,
order, settlement (whether with or without court approval) or conviction, or
upon a plea of nolo contendere, or its equivalent, shall not create a
presumption that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that indemnification
is not permitted by applicable law.  In
addition, neither the failure of the Reviewing Party to have made a determination
as to whether Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by the Reviewing Party that
Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified under applicable
law shall be a defense to



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Indemnitee’s Claim for
indemnification or create a presumption that Indemnitee has not met any
particular standard of conduct or did not have any particular belief.


9.     NON-EXCLUSIVITY.


The rights of the
Indemnitee hereunder shall not be deemed exclusive and shall be in addition to
any other rights Indemnitee may have under the DGCL, the Certificate of
Incorporation, the By-laws or otherwise, and to the extent that during the
Indemnification Period the rights of the then existing directors and officers
of the Company are more favorable to such directors or officers than the rights
currently provided thereunder or under this Agreement to Indemnitee, Indemnitee
shall be entitled to the full benefits of such more favorable rights to the
extent permitted by applicable law.  To
the extent that a change in the DGCL (whether by statute or judicial decision)
permits broader indemnification by agreement than would be afforded under this
Agreement, any other agreement, the Certificate of Incorporation or the
By-laws, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change.  Other than as set forth in this section 9, in
the case of any inconsistency between the indemnification provisions of this
Agreement and any other agreement relating to the indemnification of an
Indemnitee by the Company or any of its subsidiaries, the indemnification
provisions of this Agreement shall control. 
Notwithstanding the foregoing, any agreement or indemnification
provision with the Company or any of its subsidiaries specified on Schedule 1
to this Agreement is hereby terminated upon effectiveness of this Agreement.


10.   LIABILITY INSURANCE


The Company shall
maintain an insurance policy or policies providing directors’ and officers’
liability insurance that provides that Indemnitee shall be covered by such policy
or policies, in accordance with its or their terms, to the maximum extent of
the coverage available for any Company director or officer and in amounts and
for coverage reasonably acceptable to Indemnitee.  Notice of any termination or failure to renew
such policy or policies shall be provided to Indemnitee promptly upon the
Company’s becoming aware of such termination or failure to renew.  The Company shall provide copies of all such
insurance policies and any endorsements thereto whenever such documents have
been provided to the Company.


11.           PAYMENT FOR EXPENSES AS
WITNESS.


Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee, by reason
of the fact that Indemnitee is or was a director, officer, employee, agent,
trustee or fiduciary of the Company or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent or fiduciary of
another corporation, partnership, joint venture, trustee or other entity, is a
witness in any threatened, pending or completed action, suit or proceeding, or
any inquiry or investigation, whether conducted by or on behalf of the Company
or any other party, the Company agrees to pay to Indemnitee all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf (or
reasonably expected to be incurred by Indemnitee or on Indemnitee’s behalf
within three months) in connection therewith.


12.   BINDING EFFECT.


This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, assigns, including any direct
or indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs
and personal and legal representatives. 
This Agreement shall continue in effect during the Indemnification
Period, regardless of whether



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Indemnitee continues to
serve as a director of the Company or in any other capacity at the Company or
any other enterprise at the Company’s request.


13.   PERIOD OF LIMITATIONS.


No legal action
shall be brought and no cause of action shall be asserted by or in the right of
the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or
personal or legal representatives after the expiration of one-year from the
date of accrual of such cause of action, and any claim or cause of action of
the Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such one-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such
cause of action such shorter period shall govern.


14.   SEVERABILITY.


The provisions of
this Agreement shall be severable in the event that any provision hereof
(including any provision within a single section, paragraph or sentence) is
held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the
fullest extent permitted by applicable law provided; however, that any such
invalid, void, or otherwise unenforceable provision shall be considered not
severable if and to the extent that its omission from this Agreement would or
may materially alter or affect the intent or effect of this Agreement.  In such event, the parties shall use their
reasonable efforts to replace any such invalid, void, or unenforceable
provision with one or more provisions that most closely reflect their intent
and effect.


15.   INTERPRETATION


To the extent of
any inconsistency between the terms and scope of this Agreement and the By-Laws
or any other prior agreements and undertakings, both written and oral, between
the parties hereto with respect to the subject matter hereof, the terms and
scope of this Agreement shall govern and control.



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16.   GOVERNING LAW; VENUE.


This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware applicable to contracts made and to be performed in such
state without giving effect to the principles of conflicts of laws.  Any action relating to the performance of
this Agreement shall be brought either in the State of New York or Delaware, at
the option of the party commencing such action.


17.  NOTICES; WRITTEN DEMAND.


A notice or
written demand shall be deemed to be received by the Company, or the Indemnitee
as the case may be, when delivered (i) by courier to the relevant address set
forth below or such other address as may be notified in writing by the Company
or the Indemnitee, as the case may be, (ii) or five days after dispatch by
first class mail (or air mail, if sent internationally), by registered or
certified mail, return receipt requested, to said address (with a confirmation
copy by fax to the fax number shown below, which confirmation copy is noted as
received, or to the e-mail address noted below, as the case may be).  Such notice or written demand shall be
addressed as follows:


If to the Company,
to it at either of the following addresses:


NTL Incorporated


909 Third Avenue, Suite
2863


New York New York 10022


Attention (Urgent):
General Counsel


Fax number: [               ]


or


NTL Incorporated


NTL House


Bartley Wood Business
Park


Hook


Hampshire  RG27 9UP


Fax number: [                        ]


 


If to the
Indemnitee, to him or her at the following address:


[Address and fax
number or e-mail address]



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IN
WITNESS WHEREOF, upon the parties hereto duly executing the Agreement, this
Agreement shall be in full force and effect from and as of the date of this
Agreement.


	
  

  	
  NTL INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Bryan Hall

  
	
   

  	
  Title: Secretary
  & General Counsel

  
	
   

  	
   

  
	
   

  	
  THE INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  



 



 10















Amendment No. 1A to
Indemnity Agreement


Dated           ,
2006.


To:          Persons Listed on
Exhibit A


Dear Sir/Madam,


The company then
known as NTL Incorporated (and now known as NTL Holdings, Inc.)(“NTL Holdings”)
entered into an Indemnity Agreement with you dated as of January 10, 2003 in
your capacity as a director or officer of NTL Holdings (the “prior Indemnity
Agreement”).


You recently
entered into a new Indemnity Agreement with NTL Incorporated (“NTL Inc.”) dated
as of
                    ,
2006 (the “new Indemnity Agreement”), which was intended to replace the prior
Indemnity Agreement.  However, the prior
Indemnity Agreement was broader in one respect, in that it specifically covered
actions taken in connection with the reorganization of NTL Holdings, including
actions taken as a prospective director. 
NTL Inc. did not intend to narrow the scope of the new Indemnity
Agreement in respect of such matters.


Consequently, you
and we agree that the new Indemnity Agreement with you is hereby amended as
follows:


1.             The definition of “Indemnifiable
Event” in Section 1.0(d) of the new Indemnity Agreement is hereby amended by
inserting “(i)” after the word “is” in the first line of that definition and
adding the following at the end of that definition:


“and (ii) any event or
occurrence related to the Indemnitee’s actions or inaction undertaken in
connection with the steps of the Company’s subsidiary, NTL Holdings, Inc. (“NTL
Holdings”), relating to the POS Regulations, or the fact that prior to the
January 10, 2003 consummation of NTL Holdings’ plan of reorganization (the “Plan”)
the Indemnitee was a prospective director of NTL Holdings or any affiliate
thereof or by reason of anything done or not done by Indemnitee or NTL Holdings
in any such capacity, including, but not limited to, any action taken in any
such capacity in connection with the consummation of the Plan.”


2.             Section 1.0 is hereby
amended by adding new sub-section “(h)” as follows:


“(h)         POS Regulations: shall
mean the UK Public Offer of Securities Regulations 1995.”


Please confirm
your agreement to the foregoing by signing this Amendment No. 1 and returning
it to us.


Best regards.


	
  

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  NTL Incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













Accepted and Agreed:


	
  The Indemnitee

  
	
   

  
	
   

  	
   

  
	
    Name:

  



 



 12















Exhibit A


Jeffrey Benjamin


Simon P. Duffy


David Elstein


Robert C. Gale


William R. Huff


Robert Mackenzie


Richard H. Martin Jr.


George Zoffinger


















Amendment No. 1B to
Indemnity Agreement


Dated           ,
2006.


To:          Persons Listed on
Exhibit B


Dear Sir/Madam,


NTL Incorporated
(the “Company”), formerly known as Telewest Global, Inc.,  entered into an Indemnity Agreement with you
dated as of November 26, 2003 (the “prior Indemnity Agreement”).


You recently
entered into a new Indemnity Agreement with the Company dated as of                     ,
2006 (the “new Indemnity Agreement”), which was intended to replace the prior
Indemnity Agreement.  However, the prior
Indemnity Agreement was broader in one respect, in that it specifically covered
actions taken in connection with the financial restructuring of Telewest
Communications plc, including actions taken as a prospective director of the
Company.  The Company did not intend to
narrow the scope of the new Indemnity Agreement in respect of such matters.


Consequently, you
and we agree that the new Indemnity Agreement with you is hereby amended as
follows:


The definition of “Indemnifiable
Event” in Section 1.0(d) of the new Indemnity Agreement is hereby amended by
inserting “(i)” after the word “is” in the first line of that definition and
adding the following at the end of that definition:


“and (ii) any event or
occurrence related to the Indemnitee’s actions or inaction undertaken in
connection with the financial restructuring of Telewest Communications, plc, or
the fact that prior to the consummation of the financial restructuring of
Telewest Communications plc such Indemnitee was a prospective director of the Company
or any affiliate thereof or by reason of anything done or not done by
Indemnitee or the Company in any such capacity, including, but not limited to,
any action taken in such capacity in connection with the consummation of the
financial restructuring of Telewest Communications plc.”


Please confirm
your agreement to the foregoing by signing this Amendment No. 1 and returning
it to us.


Best regards.


	
  

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  NTL Incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













Accepted and Agreed:


	
  The Indemnitee

  
	
   

  
	
   

  	
   

  
	
    Name:

  



 



 15















Exhibit B


William Connors


Estate of Cob Stenham


Neil Smith