AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT


     AMENDMENT NO. 2 TO THE RIGHTS  AGREEMENT  (this "Amend ment"),  dated as of
October 23, 1999, by and between NTL INCORPORATED,  a Delaware  corporation (the
"Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent (the
"Rights  Agent").  This Amendment amends the Rights  Agreement,  as amended (the
"Rights Agreement"),  dated October 13, 1993, by and between the Company and the
Rights Agent.  Capitalized terms used in this Amendment without definition shall
have the meanings given to them in the Rights Agreement.

     Whereas, in accordance with Section 27 of the Rights Agreement,  an officer
of the Company has delivered to the Rights Agent an officer's  certificate as to
the compliance of this Amendment with Section 27 of the Rights Agreement;

     Whereas,  the Company  has been made aware of  discussions  between  France
Telecom,  S.A.  ("France  Telecom") on the one hand and European  Cable  Capital
Partners,  L.P.;  Bridge Street Fund 1996,  L.P.;  GS Capital  Partners L.P. and
Stone Street Fund 1996,  L.P.  (collectively,  the  "Partnerships"),  which hold
shares of Company Common Stock  acquired  earlier this year  (collectively,  the
"Partnership Shares"), on the other,  concerning the sale by the Partnerships of
3,300,000 shares of the Partnership  Shares (the  "Partnership  Sale Shares") to
France Telecom and pursuant to the provisions of Section 2.7 of the registration
rights  agreement,  dated March 8, 1999,  by and between the Company and,  among
other  parties,   the  Partnerships  (the  "Partnerships   Registration   Rights
Agreement"),  France  Telecom  has  agreed  to  purchase  up  to  an  additional
approximately   1,400,000  shares  of  Common  Stock  from   shareholders   with
"tag-along"  (collectively,  the  "Tag  Along  Shares"  and  together  with  the
Partnership Sale Shares, collectively, the "Sale Shares");

     Whereas,  France Telecom's wholly owned subsidiary,  Compagnie Generale des
Communications (Cogecom) S.A. ("COGECOM") holds 3,378,379 shares of Common Stock
and 750,000 shares of 5% Cumulative  Participating  Convertible Preferred Stock,
Series A (the "Series A Preferred Stock"), of the Company,  which is convertible
into an aggregate of 7,500,000 shares of Common Stock; and

     Whereas, the Board of Directors of the Company has determined that it is in
the best interests of the Company and its stockholders,  to amend, to the extent
necessary,  the Rights  Agreement  to exempt the  purchase of the Sale Shares by
France Telecom from the application of the Rights Agreement.


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     In consideration of the premises and the mutual agreements set forth herein
and in the Rights Agreement,  the parties hereto,  intending to be legally bound
hereby, agree as follows:

     Section 1. INCORPORATION OF "COGECOM," "FRANCE TELECOM,"  "PARTNERSHIP SALE
SHARES," "PARTNERSHIP SHARES," "PARTNERSHIPS," "PARTNERSHIPS REGISTRATION RIGHTS
AGREEMENT,"  "SALE SHARES," "SERIES A PREFERRED STOCK" AND "TAG ALONG SHARES" AS
DEFINED  TERMS OF RIGHTS  AGREEMENT.  The  terms  "COGECOM,"  "France  Telecom,"
"Partnership Sale Shares," "Partnership Shares,"  "Partnerships,"  "Partnerships
Registration  Rights  Agreement,"  "Sale Shares," "Series A Preferred Stock" and
"Tag Along Shares" and the respective  definitions of such terms as set forth in
the preamble of this Amendment are hereby  incorporated in the Rights  Agreement
under the heading "Certain Definitions" in Section 1 thereof.

     Section 2. AMENDMENT TO DEFINITION OF "ACQUIRING  PERSON."  Section 1(a) of
the Rights  Agreement is hereby amended to add the following  sentence after the
last sentence  thereof,  which sentence was added pursuant to Amendment No. 1 to
the Rights Agreement, dated as of March 31, 1999:

          "Notwithstanding  anything in this  Agreement to the contrary,  France
     Telecom and/or any of France  Telecom's  Affiliates or Associates shall not
     be  considered  an  Acquiring  Person  as a result  of  having  become  the
     Beneficial  Owner of (i) the Common Stock  issued and sold  pursuant to the
     Purchase  Agreement,  (ii) the  Common  Stock  issued  upon  conversion  or
     redemption  of, or as a dividend  with  respect  to, the Series A Preferred
     Stock and any subsequent series of preferred stock of the Company resulting
     from the issuance of the Series A Preferred Stock or (iii) the Sale Shares.
     Notwithstanding  the  foregoing,  in the event France Telecom and/or any of
     France Telecom's Affiliates or Associates shall acquire any Common Stock or
     securities convertible, exercisable, exchangeable or redeemable into Common
     Stock or be issued Common Stock upon the conversion,  exercise, exchange or
     redemption  of, or as a dividend  with respect to securities of the Company
     after  the date  hereof  and other  than as  described  in the  immediately
     preceding sentence,  then (i) France Telecom and/or any of France Telecom's
     Affiliates  or  Associates  shall be  deemed to  beneficially  own all such
     securities as well as any securities  previously or thereafter acquired and
     then owned by France Telecom and/or any of France  Telecom's  Affiliates or
     Associates  and (ii) all  securities  deemed  to be  beneficially  owned by
     France  Telecom  and/or any of France  Telecom's  Affiliates  or Associates
     shall be counted in determining when such Person is an "Acquiring Person."


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     Section 3. RIGHTS AGREEMENT AS AMENDED. The term "Agreement" as used in the
Rights  Agreement  shall be deemed to refer to the Rights  Agreement  as amended
hereby. The foregoing  amendments shall be effective as of the date hereof, and,
except as set forth herein,  the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.

     Section 4.  COUNTERPARTS.  This  Amendment may be executed in any number of
counterparts,  and each of such counterparts shall for all purposes be deemed an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.

     Section 5. GOVERNING  LAW. This Amendment  shall be deemed to be a contract
made  under  the laws of the State of  Delaware  and for all  purposes  shall be
governed by and construed in accordance  with the laws of such State  applicable
to contracts made and to be performed entirely within such State.

     Section  6.  DESCRIPTIVE  HEADINGS.  Descriptive  headings  of the  several
Sections of this  Agreement  are  inserted  for  convenience  only and shall not
control or affect the meaning or construction of any of the provisions hereof.


Attest:                                        NTL INCORPORATED


By: /s/ Richard J. Lubasch                     By: /s/ George S. Blumenthal
   ---------------------------                    ------------------------------
   Name:  Richard J. Lubasch                      Name:  George S. Blumenthal
   Title: Executive Vice President-               Title: Chairman and Treasurer
            General Counsel and
            Secretary

Attest:                                        CONTINENTAL STOCK TRANSFER
                                               & TRUST COMPANY


By: /s/ William F. Seegraber                   By: /s/ Michael J. Nelson
   ---------------------------                    ------------------------------
   Name:  William F. Seegraber                    Name:  Michael J. Nelson
   Title: Vice President                          Title: President


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