<PAGE>   1
                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of this 13th day of August, 1999, between NTL Incorporated, a Delaware
corporation (the "Company"), and France Telecom S.A., a societe anonyme
organized under the laws of France (the "Purchaser").

         WHEREAS, the Purchaser intends to purchase (a) 750,000 shares of 5%
Cumulative Participating Convertible Preferred Stock, Series A, par value, $.0l
per share (the "Preferred Stock") of the Company, and (b) 2,702,703 shares of
Common Stock, par value $.0l of the Company (the "Common Stock"), each pursuant
to the terms and conditions of a Purchase Agreement dated as of July 15, 1999
between the Company and the Purchaser (the "Purchase Agreement");

         WHEREAS, each share of Preferred Stock is initially convertible into
eight shares of Common Stock; and

         WHEREAS, as a condition to the Purchaser's obligation to close the
transactions contemplated under the Purchase Agreement, the Company must enter
into this Agreement with the Purchaser;

         NOW, THEREFORE, in consideration of the foregoing, the parties to this
Agreement hereby agree as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

         Capitalized terms used but not defined herein shall have the meaning
ascribed thereto in the Purchase Agreement.

         "Blackout Period" shall have the meaning set forth in Section 3.01(b).

         "Cogecom" shall have the meaning set forth in Section 6.06.

         "Demand" shall have the meaning set forth in Section 2.01.

         "Exchange Act" shall mean the United States Securities Exchange Act of
1934, as amended, or any United States federal statute then in effect that has
replaced such statute, and a reference to a particular section thereof shall be
deemed to include a reference to the comparable section, if any, of any such
replacement United States federal statute.



<PAGE>   2



         "Existing Agreements" means (i) the Registration Rights Agreement,
dated January 28, 1999, between the Company and Microsoft Corporation, (ii) the
Registration Rights Agreement, dated September 22, 1998, between the Company and
Vision Networks III B.V., (iii) the Registration Rights Agreement, dated March
8, 1999, by and among the Company and the various Shareholders Listed in Annex A
thereto, and (iv) the Registration Rights Agreement, dated October 28, 1998, by
and among the Company, Comcast Corporation and Warburg, Pincus Investors, L.P.

         "Existing Holders" shall have the meaning set forth in Section 2.05.

         "5% Preferred Stock" means the Preferred Stock and any other shares of
preferred stock of the Company having substantially identical terms to the
Preferred Stock and issued as dividends on the Preferred Stock or shares of
preferred stock issued as dividends thereon.

         "Indemnified Person" shall have the meaning set forth in Section
5.01(a).

         "indemnifying parties" shall have the meaning set forth in Section
5.01(c).

         "Investment Agreement" means the Investment Agreement dated July 26,
1999, between the Company and the Purchaser.

         "Losses" shall have the meaning set forth in Section 5.01(a).

         "Maximum Number" shall have the meaning set forth in Section 2.05.

         "Person" shall mean an individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other entity.

         "Preliminary Prospectus" shall mean any preliminary Prospectus or
preliminary Prospectus supplement that may be included in any Registration
Statement.

         "Proceedings" and "Proceeding" shall have the meaning set forth in
Section 5.01(c).

         "Prospectus" shall mean the Prospectus included in any Registration
Statement, as amended or supplemented by any Prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such
Prospectus.

         "Public Offering" shall mean the offer of shares of Common Stock or
securities convertible into or exchangeable for Common Stock on a
broadly-distributed basis, not limited to sophisticated investors (except for
qualified institutional buyers pursuant to Rule 144A under the Securities Act),
pursuant to a firm-commitment or best-efforts underwriting or purchase
arrangement.

                                       2
<PAGE>   3

         "Registrable Securities" means (a) the Common Shares, (b) any shares of
Common Stock issued upon the conversion or redemption of 5% Preferred Stock, and
(c) any shares of Common Stock issued as dividends upon the 5% Preferred Stock.
If as a result of any reclassification, stock split, stock dividend, business
combination, exchange offer or other transaction or event, any capital stock,
evidences of indebtedness, warrants, options, rights or other securities
(collectively "Other Securities") are issued or transferred to the Purchaser in
respect of Registrable Securities held by the Purchaser, references herein to
Registrable Securities shall be deemed to include such Other Securities.

         "Registration Expenses" has the meaning set forth in Section 4.01.

         "Registration Statement" shall mean any registration statement of the
Company under the Securities Act that covers any of the Registrable Securities,
including the Prospectus, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
Registration Statement.

         "Regulations" shall mean the General Rules and Regulations of the SEC
under the Securities Act.

         "Rule 144" shall mean Rule 144 of the Regulations, as such rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders of such securities being free of the registration and
prospectus delivery requirements of the Securities Act.

         "SEC" shall mean the United States Securities and Exchange Commission
or any other United States federal agency at the time administering the
Securities Act or the Exchange Act.

         "Seller" and "Sellers" shall have the meaning set forth in Section
2.06.


                                   ARTICLE TWO
                      REGISTRATION UNDER THE SECURITIES ACT

         SECTION 2.01. Demand Registration. If at any time the Purchaser shall
request the Company in writing (each, a "Demand") to register under the
Securities Act a specified number of Registrable Securities, the Company shall
use its best efforts to effect the registration under the Securities Act of the
Registrable Securities which the Company has been so requested to register as
soon as reasonably practicable so as to permit the sale thereof, and in
connection therewith shall prepare and file a Registration Statement with the
SEC under the Securities Act to effect such registration; provided, that each
such request shall (i) specify the number of shares of Registrable Securities
intended to be offered and sold, (ii) describe the nature or method of the
proposed offer

                                       3
<PAGE>   4

and sale thereof, and (iii) contain the undertaking of the Purchaser to provide
all such information and materials and take all such action as may be required
in order to permit the Company to comply with all applicable requirements of the
SEC and to obtain any desired acceleration of the effective date of such
Registration Statement. The Company agrees not to grant to any other person
registration rights pursuant to which such person would have the right to
register shares of Common Stock on a Registration Statement filed by the Company
pursuant to the exercise of the Purchaser's rights under this Agreement.

         SECTION 2.02. Limits on Demand Registrations. The Company shall not be
required to effect any registration pursuant to Section 2.01 after three Demands
requested by the Purchaser pursuant to Section 2.01 shall have been effected
unless, after such three Demands have been effected, the Purchaser has not sold
all shares of Registrable Securities then held by it. In that event, the
Purchaser and the Company shall negotiate in good faith the provision by the
Company of additional Demands pursuant to this Agreement as are reasonably
appropriate.

         SECTION 2.03. Withdrawal. The Purchaser shall have the right to request
withdrawal of any Registration Statement filed with the SEC pursuant to Section
2.01 or Section 2.07 (and the Company shall so withdraw such Registration
Statement) so long as such Registration Statement has not become effective,
provided that, in such case, the Purchaser shall pay all related out-of-pocket
Registration Expenses reasonably incurred by the Company unless a Registration
Statement shall be effected pursuant to Section 2.01 within 270 days after such
withdrawal.

         SECTION 2.04. Effective Registration Statement. A registration
requested pursuant to Section 2.01 shall not be deemed to be effected (i) if a
Registration Statement with respect thereto shall not have become effective
under the Securities Act and remained effective for at least 90 days or until
the completion of the distribution of the Registrable Securities thereunder,
whichever is earlier (including, without limitation, because of a withdrawal of
such Registration Statement by the Purchaser prior to the effectiveness thereof
pursuant to Section 2.03 hereof), (ii) if, after it has become effective, such
registration is interfered with for any reason by any stop order, injunction or
other order or requirement of the SEC or any other governmental authority, or as
a result of the initiation of any proceeding for such a stop order by the SEC
through no fault of the Purchaser and the result of such interference is to
prevent the Purchaser from disposing of such Registrable Securities proposed to
be sold in accordance with the intended methods of disposition, (iii) the
Company exercises its rights under Section 3.01(b) and the result is a delay in
the proposed distribution of any Registrable Securities and the Purchaser
determines not to sell such Registrable Securities pursuant to such registration
as a result of such delay, or (iv) if the conditions to closing specified in the
purchase agreement or underwriting agreement entered into in connection with any
underwritten offering shall not be satisfied or waived with the consent of the
Purchaser, other than as a result of any breach by the Purchaser or any
underwriter of its obligations thereunder or hereunder.

         SECTION 2.05. "Piggy-Back" Rights. If the Company proposes to register
any shares of Common Stock for itself or any of its stockholders (the "Existing
Holders") under the Securities Act

                                       4
<PAGE>   5

on a Registration Statement on Form S-1, Form S-2 or Form S-3 (or an equivalent
general registration form then in effect) for purposes of a Public Offering of
such shares, the Company shall give written notice of such proposal at least 20
days before the anticipated filing date, with notice shall include the intended
method of distribution of such shares, to the Purchaser. Such notice shall
specify at a minimum the number of shares of Common Stock proposed to be
registered, the proposed filing date of such Registration Statement, any
proposed means of distribution of such shares and the proposed managing
underwriter, if any. Subject to Section 2.06, upon the written request of the
Purchaser, given within 10 days after the receipt of any such written notice by
facsimile confirmed by mail (which request shall specify the Registrable
Securities intended to be disposed of by the Purchaser), the Company will use
its best efforts to include in the Registration Statement with respect to such
Public Offering the Registrable Securities referred to in the Purchaser's
request; provided, however, that any participation in such Public Offering by
the Purchaser shall be on substantially the same terms as the Company's (or its
other stockholders') participation therein; and provided further that the amount
of Registrable Securities to be included in any such Public Offering shall not
exceed the maximum number which the managing underwriter of such Public Offering
considers in good faith to be appropriate based on market conditions and other
relevant factors (the "Maximum Number"). The Purchaser shall have the right to
withdraw a request to include Registrable Securities in any Public Offering
pursuant to this Section 2.05 by giving written notice to the Company of its
election to withdraw such request at least five business days prior to the
proposed effective date of such Registration Statement.

         SECTION 2.06. (a) Allocation of Securities Included in a Public
Offering. If the lead managing underwriter for any Public Offering to be
effected pursuant to Section 2.05 of this Agreement shall advise the Company and
the Purchaser (each, a "Seller" and, collectively, the "Sellers") in writing
that the number of shares of Common Stock sought to be included in such Public
Offering (including those sought to be offered by the Company, those sought to
be offered by the Sellers and those sought to be offered by Existing Holders) is
more than the Maximum Number, the shares of Common Stock to be included in such
Public Offering shall be allocated pursuant to the following procedures: First,
the Company shall be entitled to include all of the securities that it has
proposed to include, and second, to the extent that any other securities may be
included without exceeding the Maximum Number, and subject to rights of any
parties under the Existing Agreements, the Purchaser shall be entitled to
participate in that registration on a basis no less favorable than that of any
other holder of the Company's securities.

         (b) Notwithstanding anything to the contrary in Section 2.05 and
Section 2.06, the Purchaser shall be entitled to participate in a Public
Offering effected by the Company pursuant to a request under an Existing
Agreement only to the extent that the terms of such Existing Agreement permits
an Existing Holder to so participate. The Company agrees that in any
modification or amendment of an Existing Agreement, the rights of the Purchaser
as granted under this Agreement will not be adversely affected, and that
registration rights granted by the Company under any future registration rights
agreement that the Company may enter into will be on a basis no more favorable
than the rights granted to the Purchaser herein, unless the Company also grants
equivalent rights to the Purchaser at the time of such other agreement.


                                       5
<PAGE>   6


         SECTION 2.07. Shelf Registration. (a) If at any time the Purchaser
shall request to the Company in writing, the Company shall use its best efforts
to file and cause to be declared effective a "shelf" Registration Statement on
any appropriate form pursuant to Rule 415 (or similar rule that may be adopted
by the SEC) under the Securities Act for Registrable Securities, which form
shall be available for the sale of the Registrable Securities in accordance with
the intended method or methods of distribution thereof. The Company agrees to
use its best efforts to keep such Registration Statement continuously effective
and usable for resale of Registrable Securities, for a period of twenty-four
months from the date on which the SEC declares such Registration Statement
effective or such shorter period which will terminate at such time as the
Purchaser has sold all the Registrable Securities covered by such Registration
Statement; provided, however, that the Company may elect that such Registration
Statement not be filed or usable during any Blackout Period (as defined in
Section 3.01(b)). Any request by the Purchaser to effect a "shelf" registration
statement pursuant to this Section 2.07 shall count as one Demand for purposes
of the limitations on Demands set forth in Section 2.02.

                                  ARTICLE THREE
                           OBLIGATIONS OF THE COMPANY

         SECTION 3.01. (a) Whenever the Company is required by the provisions of
this Agreement to use its best efforts to effect the registration of any Common
Stock under the Securities Act, the Company shall (i) prepare and, as soon as
reasonably possible and in any event within 45 days following receipt of a
notice from the Purchaser to that effect, file with the SEC a Registration
Statement with respect to such Registrable Securities, and shall use its best
efforts to cause such Registration Statement to become effective and to remain
effective until the sale of all of the shares of Registrable Securities so
registered or, in the case of a "shelf" registration statement filed pursuant to
Section 2.07, for the period specified in that Section; (ii) prepare and file
with the SEC such amendments and supplements to such Registration Statement and
the Prospectus used in connection therewith as may be reasonably necessary to
make and to keep such Registration Statement effective and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of all securities proposed to be registered pursuant to such Registration
Statement until the sale of all of the shares of Registrable Securities so
registered or, in the case of a "shelf" registration statement filed pursuant to
Section 2.07, for the period specified in that Section; and (iii) take all such
other action either necessary or desirable to permit the shares of Registrable
Securities held by the Purchaser to be registered and disposed of in accordance
with the method of disposition described herein.

         (b) Notwithstanding the foregoing, if the Company shall furnish to the
Purchaser a certificate signed by its Chairman, Chief Executive Officer or Chief
Financial Officer stating that (i) filing a Registration Statement or
maintaining effectiveness of a current Registration Statement would have a
material adverse effect on the Company or its stockholders in relation to any
material financing, acquisition or other corporate transaction, and the Company
has determined in good faith that such disclosure is not in the best interests
of the Company and its shareholders, or (ii) the Company has determined in good
faith that the filing or maintaining effectiveness of a current


                                       6
<PAGE>   7

Registration Statement would require disclosure of material information the
Company has a valid business purpose of retaining as confidential, the Company
shall be entitled to postpone filing or suspend the use by the Purchaser of the
Registration Statement for a reasonable period of time, but not in excess of 60
consecutive calendar days (a "Blackout Period"). The Company shall be entitled
to exercise such suspension rights more than one time in any calendar year;
provided that such exercise shall not prevent the Purchaser from being entitled
to at least 240 days of effective registration rights per year and that no
suspension period may commence if it is less than 30 calendar days from the
prior such suspension period.

         (c) In connection with any Registration Statement, the following
provisions shall apply:

         (1) The Company shall furnish to the Purchaser, prior to the filing
    thereof with the SEC, a copy of any Registration Statement, and each
    amendment thereof and each amendment or supplement, if any, to the
    Prospectus included therein and shall afford the Purchaser, the managing
    underwriters, and their respective counsel, if any, a reasonable opportunity
    within a reasonable time period to review and comment on copies of all such
    documents (including a reasonable opportunity to review copies of any
    documents to be incorporated by reference therein and all exhibits thereto)
    proposed to be filed.

         (2) The Company shall take such action as may be necessary so that: (i)
    any Registration Statement and any amendment thereto and any Prospectus
    forming part thereof and any amendment or supplement thereto (and each
    report or other document incorporated therein by reference) complies in all
    material respects with the Securities Act and the Exchange Act and the
    respective rules and regulations thereunder, (ii) any Registration Statement
    and any amendment thereto does not, when it becomes effective, contain an
    untrue statement of a material fact or omit to state a material fact
    required to be stated therein or necessary to make the statements therein
    not misleading, and (iii) any Prospectus forming part of any Registration
    Statement, and any amendment or supplement to such Prospectus, does not
    include an untrue statement of a material fact or omit to state a material
    fact necessary in order to make the statements therein, in the light of the
    circumstances under which they were made, not misleading.

         (3) (A) The Company shall advise the Purchaser and, if requested by the
    Purchaser, confirm such advice in writing:

              (i) when a Registration Statement and any amendment thereto has
         been filed with the SEC and when the Registration Statement or any
         post-effective amendment thereto has become effective; and

              (ii) of any request by the SEC for amendments or supplements to
         the Registration Statement or the Prospectus included therein or for
         additional information.


                                       7
<PAGE>   8


         (B) The Company shall advise the Purchaser and, if requested by the
    Purchaser, confirm such advice in writing of:

              (i) the issuance by the SEC of any stop order suspending
         effectiveness of the Registration Statement or the initiation of any
         proceedings for that purpose;

              (ii) the receipt by the Company of any notification with respect
         to the suspension of the qualification of the securities included
         therein for sale in any jurisdiction or the initiation of any
         proceeding for such purpose; and

              (iii) the happening of any event that requires the making of any
         changes in the Registration Statement or the Prospectus so that, as of
         such date, the Registration Statement and the Prospectus do not contain
         an untrue statement of a material fact and do not omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein (in the case of the Prospectus, in the light of the
         circumstances under which they were made) not misleading (which advice
         shall be accompanied by an instruction to suspend the use of the
         Prospectus relating to such Registrable Securities until the requisite
         changes have been made).

         (4) The Company shall use its best efforts to prevent the issuance, and
    if issued to obtain the withdrawal, of any order suspending the
    effectiveness of the Registration Statement relating to such Registrable
    Securities at the earliest possible time.

         (5) The Company shall furnish to the Purchaser with respect to the
    Registration Statement relating to such Registrable Securities, without
    charge, such number of copies of such Registration Statement and any
    post-effective amendment thereto, including financial statements and
    schedules, and all reports, other documents and exhibits (including those
    incorporated by reference) as the Purchaser shall reasonably request.

         (6) The Company shall furnish to the Purchaser such number of copies of
    any Prospectus (including any preliminary Prospectus and any amended or
    supplemented Prospectus) relating to such Registrable Securities, in
    conformity with the requirements of the Securities Act, as the Purchaser may
    reasonably request in order to effect the offering and sale of the shares of
    such Registrable Securities to be offered and sold, but only while the
    Company shall be required under the provisions hereof to cause the
    Registration Statement to remain effective, and the Company consents (except
    during a Blackout Period or event contemplated by Section
    3.01(c)(3)(B)(iii)) to the use of the Prospectus or any amendment or
    supplement thereto by the Purchaser in connection with the offering and sale
    of the Registrable Securities covered by the Prospectus or any amendment or
    supplement thereto.

         (7) Prior to any offering of Registrable Securities pursuant to any
    Registration Statement, the Company shall use its best efforts to register
    or qualify the Registrable Securities covered by such Registration Statement
    under the securities or blue sky laws

                                       8
<PAGE>   9

    of such states as the Purchaser shall reasonably request, maintain any such
    registration or qualification current until the earlier of the sale of the
    Registrable Securities so registered or 90 days subsequent to the effective
    date of the Registration Statement, and do any and all other acts and things
    either reasonably necessary or advisable to enable the Purchaser to
    consummate the public sale or other disposition of the Registrable
    Securities in jurisdictions where the Purchaser desires to effect such sales
    or other disposition; provided that the Company shall not be required to
    take any action that would subject it to the general jurisdiction of the
    courts of any jurisdiction in which it is not so subject or to qualify as a
    foreign corporation in any jurisdiction where the Company is not so
    qualified.

         (8) In connection with any offering of Registrable Securities
    registered pursuant to this Agreement, the Company shall (x) furnish the
    Purchaser, at the Company's expense, on a timely basis with certificates
    free of any restrictive legends representing ownership of the Registrable
    Securities being sold in such denominations and registered in such names as
    the Purchaser shall request and (y) instruct the transfer agent and
    registrar of the Registrable Securities to release any stop transfer orders
    with respect to the Registrable Securities.

         (9) Upon the occurrence of any event contemplated by Section
    3.01(c)(3)(B)(iii) above, the Company shall promptly prepare a
    post-effective amendment to any Registration Statement or an amendment or
    supplement to the related Prospectus or file any other required document so
    that, as thereafter delivered to purchasers of the Registrable Securities
    included therein, the Prospectus will not include an untrue statement of a
    material fact or omit to state any material fact necessary to make the
    statements therein, in the light of the circumstances under which they were
    made, not misleading. If the Company notifies the Purchaser of the
    occurrence of any Blackout Period or any event contemplated by Section
    3.01(c)(3)(B)(iii) above, the Purchaser shall suspend the use of the
    Prospectus, for a period not to exceed thirty calendar days in accordance
    with Section 3.01(b), until the requisite changes to the Prospectus have
    been made.

         (10) The Company shall make generally available to its security holders
    or otherwise provide in accordance with Section 11(a) of the Securities Act
    as soon as practicable after the effective date of the applicable
    Registration Statement an earnings statement satisfying the provisions of
    Section 11(a) of the Securities Act.

         (11) The Company shall, if requested, promptly include or incorporate
    in a Prospectus supplement or post-effective amendment to a Registration
    Statement, such information as the managing underwriters administering an
    underwritten offering of the Registrable Securities registered thereunder
    reasonably request to be included therein and to which the Company does not
    reasonably object and shall make all required filings of such Prospectus
    supplement or post-effective amendment as soon as practicable after they are
    notified of the matters to be included or incorporated in such Prospectus
    supplement or post-effective amendment.


                                       9
<PAGE>   10


         (12) If requested, the Company shall enter into an underwriting
    agreement with a nationally recognized investment banking firm or firms
    selected by the Purchaser and reasonably acceptable to the Company
    containing representations, warranties, indemnities and agreements then
    customarily included by an issuer in underwriting agreements with respect to
    secondary underwritten distributions, and in connection therewith, if an
    underwriting agreement is entered into, cause the same to contain
    indemnification provisions and procedures substantially identical to those
    set forth in Article Five (or such other provisions and procedures
    acceptable to the managing underwriters, if any) with respect to all parties
    to be indemnified pursuant to Article Five and take all such other actions
    as are reasonably requested by the managing underwriters for such
    underwritten offering in order to expedite or facilitate the registration or
    the disposition of such Registrable Securities.

         (13) In the event the Purchaser proposes to conduct an underwritten
    Public Offering, then the Company shall: (i) make reasonably available for
    inspection by the Purchaser and its counsel, any underwriter participating
    in any distribution pursuant to such Registration Statement, and any
    attorney, accountant or other agent retained by the Purchaser or any such
    underwriter, all relevant financial and other records, pertinent corporate
    documents and properties of the Company and its subsidiaries as shall be
    reasonably necessary to enable them to conduct a "reasonable" investigation
    for purposes of Section 11(a) of the Securities Act; (ii) cause the
    Company's officers, directors and employees to make reasonably available for
    inspection all relevant information reasonably requested by the Purchaser or
    any such underwriter, attorney, accountant or agent in connection with any
    such Registration Statement, in each case, as is customary for similar due
    diligence examinations; provided that any information that is designated in
    writing by the Company, in good faith, as confidential at the time of
    delivery of such information shall be kept confidential by the Purchaser,
    such underwriter, or any such, attorney, accountant or agent, unless such
    disclosure is made in connection with a court proceeding or required by law,
    or such information becomes available to the public generally or through a
    third party without an accompanying obligation of confidentiality; (iii)
    obtain opinions of counsel to the Company and updates thereof (which counsel
    and opinions (in form, scope and substance) shall be reasonably satisfactory
    to the managing underwriters, if any, addressed to the Purchaser and the
    underwriters, if any, covering such matters as are customarily covered in
    opinions requested in underwritten offerings and such other matters as may
    be reasonably requested by the Purchaser and underwriters (it being agreed
    that the matters to be covered by such opinion or written statement by such
    counsel delivered in connection with such opinions shall include in
    customary form, without limitation, as of the date of the opinion and as of
    the effective date of the Registration Statement or most recent
    post-effective amendment thereto, as the case may be, the absence from such
    Registration Statement and the Prospectus included therein, as then amended
    or supplemented, including the documents incorporated by reference therein,
    of an untrue statement of a material fact or the omission to state therein a
    material fact required to be stated therein or necessary to make the
    statements therein not misleading; (iv) obtain "cold comfort" letters and
    updates thereof from the independent public accountants of the Company (and,
    if necessary, any other independent

                                       10
<PAGE>   11

    public accountants of any subsidiary of the Company or of any business
    acquired by the Company for which financial statements and financial data
    are, or are required to be, included in the Registration Statement),
    addressed to the Purchaser and the underwriters, if any, in customary form
    and covering matters of the type customarily covered in "cold comfort"
    letters in connection with primary underwritten offerings; and (v) deliver
    such documents and certificates as may be reasonably requested by the
    Purchaser and the managing underwriters, if any, and with any customary
    conditions contained in the underwriting agreement or other agreement
    entered into by the Company. The foregoing actions set forth in clauses
    (iii), (iv) and (v) of this Section 3.01(c)(13) shall be performed at each
    closing under any underwritten offering to the extent required thereunder.

         (14) The Company will use its best efforts to cause such Registrable
    Securities to be admitted for quotation on the Nasdaq National Market or
    other stock exchange or trading system on which the Common Stock primarily
    trades on or prior to the effective date of any Registration Statement
    hereunder.

         (15) The Company shall use its best efforts to take all other steps
    reasonably necessary to effect the registration, offering and sale of the
    Registrable Securities covered by a Registration Statement contemplated
    hereby and enter into any other customary agreements and take such other
    actions, including participation in "roadshows" as are reasonably required
    in order to expedite or facilitate the disposition of such Registrable
    Securities, and the Company shall secure the participation of its management
    for such purposes.

         (16) The Company shall, at the reasonable request of the Purchaser,
    hold periodic meetings with representatives of the Purchaser to report on
    the market for the Company's securities and opportunities for the Purchaser
    to effect sales of such Registrable Securities.

         (d) With a view to making available the benefits of certain rules and
regulations of the SEC which may at any time permit the sale of the Registrable
Securities to the public without registration, the Company agrees to:

         (1) Make and keep public information available, as those terms are
    understood and defined in and interpreted under Rule 144, at all times;

         (2) During the term of this Agreement, furnish to the Purchaser upon
    request: (i) a written statement by the Company as to its compliance with
    the reporting requirements of Rule 144, (ii) a copy of the most recent
    annual or quarterly report of the Company, and (iii) such other reports and
    documents of the Company as the Purchaser may reasonably request in availing
    itself of any rule or regulation of the SEC allowing the Purchaser to sell
    any such securities without registration.


                                       11
<PAGE>   12


                                  ARTICLE FOUR
                                    EXPENSES

         SECTION 4.01. Expenses Payable by the Company. Except as provided in
Section 4.02 below, all fees and expenses incident to the registration and sale
of Registrable Securities shall be borne by the Company whether or not a
Registration Statement is filed or becomes effective, including, without
limitation, (i) all registration, qualification and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD and (B) fees and expenses of compliance with state securities or blue
sky laws (including, without limitation, fees and disbursements of counsel for
the Company or the underwriters, or both, in connection with blue sky
qualifications of the Registrable Securities)), (ii) messenger and delivery
expenses, word processing, duplicating and printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company, printing
Preliminary Prospectuses, Prospectuses, Prospectus supplements, including those
delivered to or for the account of the Purchaser as provided in this Agreement,
and printing or preparing any underwriting agreement, agreement among
underwriters and related syndicate or selling group agreements, pricing
agreements and blue sky memoranda), (iii) fees and disbursements of counsel for
the Company, (iv) fees and disbursements of all independent certified public
accountants for the Company (including, without limitation, the expenses of any
"comfort letters" required by or incident to such performance), (v) the fees and
expenses of any "qualified independent underwriter" or other independent
appraiser participating in an offering pursuant to Section 3 of Rule 2720 of the
Conduct Rules of the NASD (unless such qualified independent underwriter is
required as a result of an affiliation between an underwriter selected by the
Purchaser and the Purchaser, in which case such fees and expenses will be borne
by the Purchaser), (vi) Securities Act liability insurance, if the Company so
desires such insurance, (vii) all out-of-pocket expenses of the Company
(including, without limitation, expenses incurred by the Company, its officers,
directors, employees and agents performing legal or accounting duties or
preparing or participating in "roadshow" presentations or of any public
relations, investor relations or other consultants or advisors retained by the
Company in connection with any roadshow, including travel and lodging expenses
of such roadshows), and (viii) the fees and expenses incurred in connection with
the quotation or listing of shares of Common Stock on any securities exchange or
automated securities quotation system. The fees and expenses set forth in this
Section 4.01 are collectively referred to as "Registration Expenses".

         SECTION 4.02. Expenses Payable by the Purchaser. The Purchaser shall
pay all underwriting discounts and commissions or broker's commissions incurred
in connection with the sale or other disposition of Registrable Securities for
or on behalf of the Purchaser's account as well as the fees and expenses of the
Purchaser's counsel.



                                       12
<PAGE>   13

                                  ARTICLE FIVE
                        INDEMNIFICATION AND CONTRIBUTION

         SECTION 5.01. (a) Indemnification by the Company. The Company shall,
without limitation as to time, indemnify and hold harmless, to the fullest
extent permitted by law, the Purchaser and any underwriter participating in the
distribution, their respective officers, directors, partners and agents and
employees of each of them, each Person who controls the Purchaser or any such
underwriter (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act) and the officers, directors, partners, agents and
employees of each such controlling person (individually, an "Indemnified
Person") from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, costs of investigating, preparing to
defend, defending and appearing as a third-party witness and attorneys' fees and
disbursements) and expenses, including any amounts paid in respect of any
settlements (collectively, "Losses"), joint or several, without duplication, as
incurred, arising out of or based upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, Prospectus or form of
prospectus, or in any amendment or supplements thereto or in any Preliminary
Prospectus, or arising out of or based upon, in the case of the Registration
Statement or any amendments thereto, any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, in the case of the Prospectus or form of
prospectus, or in any amendments or supplements thereto, or in any Preliminary
Prospectus, any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading except, in either case,
(i) to the extent, but only to the extent, that such untrue or alleged untrue
statement or omission or alleged omission has been made therein in reliance upon
and in conformity with information furnished in writing to the Company by such
Indemnified Person expressly for use therein and (ii) if the Person asserting
any such Losses who purchased the Registrable Securities which are the subject
thereof did not receive a copy of an amended Preliminary Prospectus or the final
Prospectus (or the final Prospectus as amended or supplemented) at or prior to
the written confirmation of the sale of such Registrable Securities to such
person (if it is determined that the Company has provided such Preliminary
Prospectus and it was the responsibility of such Indemnified Person to provide
such person with a current copy of the Prospectus or amended or supplemented
Prospectus, as the case may be) and the untrue statement or alleged untrue
statement or omission or alleged omission of a material fact made in such
Preliminary Prospectus was corrected in the amended Preliminary Prospectus or
the final Prospectus (or the final Prospectus as amended and supplemented).

         (b) Indemnification by Purchaser. In connection with any Registration
Statement in which the Purchaser as a holder of Registrable Securities is
participating, the Purchaser shall severally but not jointly, without limitation
as to time, indemnify and hold harmless, to the fullest extent permitted by law,
the Company, any underwriter participating in the distribution and their
respective directors, officers, agents and employees, each Person who controls
the Company or any such underwriter (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors, officers,
agents or employees of such controlling person, from and against any and all
Losses, as incurred, arising out of or based upon (i) any untrue or alleged
untrue
                                       13
<PAGE>   14
statement of a material fact contained in any Registration Statement,
Prospectus, or form of prospectus, or in any amendment or supplement thereto or
in any Preliminary Prospectus, or arising out of or based upon, in the case of
the Registration Statement or any amendments thereto, any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, and, in the case of the Prospectus, or
form of prospectus, or in any amendments or supplements thereto, or in any
Preliminary Prospectus, any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in
either case, to the extent, but only to the extent, that such untrue or alleged
untrue statement or omission or alleged omission has been made therein in
reliance upon and in conformity with information furnished in writing to the
Company by the Purchaser expressly for use therein or (ii) the failure of the
Purchaser (if it is determined that it was the responsibility of the Purchaser)
at or prior to the written confirmation of the sale of the Registrable
Securities to send or deliver a copy of an amended Preliminary Prospectus or the
final Prospectus (or the final Prospectus as amended or supplemented) to the
Person asserting any such Losses who purchased the Registrable Securities which
are the subject thereof and the untrue statement or alleged untrue statement or
omission or alleged omission of a material fact made in such Preliminary
Prospectus was corrected in the amended Preliminary Prospectus or the final
Prospectus (or the final Prospectus as amended and supplemented). In no event
shall the liability of the Purchaser hereunder be, or be claimed by the Company
to be, greater in amount than the dollar amount of the proceeds actually
received by the Purchaser upon the sale of the Registrable Securities giving
rise to such indemnification obligation.

         (c) Conduct of Indemnification Proceedings. Each Indemnified Person
shall give prompt notice to the party or parties from which such indemnity is
sought (the "indemnifying parties") of the commencement of any action or
proceeding (including any governmental investigation) (collectively
"Proceedings" and individually a "Proceeding") with respect to which such
Indemnified Person seeks indemnification or contribution pursuant hereto;
provided, however, that the failure so to notify the indemnifying parties shall
not relieve the indemnifying parties from any obligation or liability except to
the extent that the indemnifying party was otherwise unaware of such Proceeding
and the indemnifying parties shall have been materially prejudiced by such
failure. The indemnifying parties shall have the right, exercisable by giving
written notice to an indemnified party promptly after the receipt of written
notice from such indemnified party of such Proceeding, to assume, at the
indemnifying parties' expense, the defense of any such proceeding, with counsel
reasonably satisfactory to such indemnified party and shall pay as incurred the
fees and disbursements of such counsel related to such Proceeding; provided,
however, that an indemnified party or parties (if more than one such indemnified
party is named in any Proceeding) shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless: (i) the indemnifying party or parties agree
to pay such fees and expenses; or (ii) the indemnifying parties fail promptly to
assume the defense of such Proceeding or fail promptly to employ counsel
reasonably satisfactory to such indemnified party or parties; or (iii) the named
parties to any such action (including any impleaded parties) include both the
indemnified party and the indemnifying party, and the indemnified party or
parties shall have been advised by counsel that

                                       14
<PAGE>   15

there may be a conflict between the positions of the indemnifying party or an
affiliate of the indemnifying party and such indemnified party or parties in
conducting the defense of such action or proceeding or that there may be legal
defenses available to such indemnified party or parties different from or in
addition to those available to the indemnifying party or such affiliate, in
which case, if such indemnified party or parties notifies the indemnifying
parties in writing that it elects to employ separate counsel at the expense of
the indemnifying parties, the indemnifying parties shall not have the right to
assume the defense thereof and such counsel shall be at the expense of the
indemnifying parties, it being understood, however, that the indemnifying
parties shall not, in connection with any one such Proceeding or separate but
substantially similar or related Proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for such indemnified party
or parties. Whether or not such defense is assumed by the indemnifying parties,
such indemnifying parties or indemnified party or parties will not be subject to
any liability for any settlement made without its or their consent (but such
consent will not be unreasonably withheld). No indemnifying party shall be
liable for any settlement of any such action or proceeding effected without its
written consent, but if settled with its written consent each indemnifying party
jointly and severally agrees, subject to the exception and limitations set forth
above, to indemnify and hold harmless each indemnified party from and against
any loss or liability by reason of such settlement. No indemnification provided
for in Section 5.01(a) or 5.01(b) shall be available to any party who shall fail
to give notice as provided in this Section 5.01(c) if the party to whom notice
was not given was unaware of the proceeding to which such notice would have
related and was materially prejudiced by the failure to give such notice, but
the failure to give such notice shall not relieve the indemnifying party or
parties from any liability which it or they may have to the indemnified party
otherwise than on account of the provisions of Section 5.01(a) or 5.01(b). No
indemnifying party shall, without the consent of the indemnified party, consent
to entry of any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect of such claim or litigation.

         (d) Contribution. If the indemnification provided for in this Section
5.01 is unavailable to an indemnified party or is insufficient to hold such
indemnified party harmless for any Losses in respect to which this Section 5.01
would otherwise apply by its terms, except by reasons of Section 5.01(a)(i) or
(ii) hereof or the failure of the indemnified party to give notice as required
in Section 5.01(c) hereof (provided that the indemnifying party was unaware of
the proceeding to which such notice would have related and was materially
prejudiced by the failure to give such notice), then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall have
an obligation to contribute to the amount paid or payable by such indemnified
party as a result of such Losses, in such proportion as is appropriate to
reflect the relative fault of the indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant
equitable considerations. Where the indemnified party is an underwriter
participating in the distribution of Registrable Securities, however, each
indemnifying party, and, in addition, if the indemnifying party is the
Purchaser, the Company, shall have an obligation to contribute to the

                                       15
<PAGE>   16
amount paid or payable by such indemnified part as the result of such Losses in
such proportion as is appropriate to reflect not only (i) the relative fault of
the Company, the Purchaser and the underwriters in connection with the actions,
statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations, but also (ii) the relative benefits received
by the Purchaser on the one hand and the underwriters on the other hand from the
distribution of the Registrable Securities. The relative benefit derived by the
parties shall be determined by reference to, among other things, the fact that
the Company entered into this Agreement to induce the Purchaser to engage in the
transaction pursuant to which the Registrable Securities were acquired. The
relative benefits received by the Purchaser on the one hand and the underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from any such offering (before deducting expenses) received by the
Purchaser bear to the total underwriting discounts or commissions received by
the underwriters. The relative fault of such indemnifying party, on the one
hand, and indemnified party, on the other hand, shall be determined by reference
to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been taken by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent any such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include any legal or other fees or expenses
incurred by such party in connection with any Proceeding, to the extent such
party would have been indemnified for such expenses if the indemnification
provided for in Section 5.01(a) or Section 5.01(b) were available to such party.

           The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5.01(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5.01(d), if the Purchaser is an
indemnifying party, it shall not be required to contribute any amount in excess
of the amount by which the total price at which the Registrable Securities sold
by such indemnifying party and distributed to the public were offered to the
public (net of any underwriting discounts and commissions and expenses) exceeds
the amount of any damages that such indemnifying party has otherwise been
required to pay or has paid by reason of such untrue or alleged untrue statement
or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

         (e) Remedies Cumulative. The indemnity, contribution and expense
reimbursement obligations under this Section 5.01 shall be in addition to any
liability each indemnifying person may otherwise have and shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of any indemnified party.

         (f) Underwriting Agreement Controls. In the event of any conflict
between the indemnification and contribution terms as herein set forth and as
set forth in any underwriting agreement entered pursuant hereto, the
underwriting agreement shall control.


                                       16
<PAGE>   17


         (g) The obligations of the Company and the Purchaser under this Section
5.01 shall survive the completion of any offering of Registrable Securities in a
Registration Statement.


                                   ARTICLE SIX
                               GENERAL PROVISIONS

         SECTION 6.01. Notices. Except as otherwise provided in this Agreement,
any notice or other communication given under this Agreement shall be sufficient
if in writing and sent by registered or certified mail, return receipt
requested, postage prepaid, to a party at its address set forth below (or at
such other address as shall be designated for such purpose by such party in a
written notice to the other party hereto):

       (a)  If to the Company:

                   NTL Incorporated
                   110 East 59th Street
                   New York, NY  10022
                   Telecopy:  (212) 906-8497
                   Attention:  Richard J. Lubasch, Esq.
                               (e-mail:  lubasch@ntli.com)

            with copies (which shall not constitute notice to the Company) to:

                   Skadden, Arps, Slate, Meagher & Flom LLP
                   919 Third Avenue
                   New York, NY  10022
                   Telecopy:  (212) 735-2000
                   Attention:  Thomas Kennedy, Esq.
                               (e-mail:  tkennedy@skadden.com)

       (b)  If to the Purchaser:

                   France Telecom, S.A.
                   208-212, rue Raymond Losserand
                   75505 Paris Cedex 15, France
                   Telecopy:  (331) 44-44-21-54
                   Attention: Philippe Mc Allister
                              (e-mail:  philippe.mcallister@francetelecom.fr)


                                       17
<PAGE>   18


            with a copy (which shall not constitute notice to the Purchaser) to:

                    Shearman & Sterling
                    599 Lexington Avenue
                    New York, NY  10022
                    Telecopy:  (212) 848-7179
                    Attention:  Alfred J. Ross, Esq.

All such notices and communications shall be effective when received by the
addressee.

         SECTION 6.02. Governing Law. This Agreement shall be governed in all
respects by the internal laws of the State of New York as applied to contracts
entered into solely between residents of, and to be performed entirely within,
such state, and without reference to principles of conflicts of laws or choice
of laws.

         SECTION 6.03. Entire Agreement; Amendments. This Agreement constitutes
the full and entire understanding and agreement between the parties with regard
to the subject matter hereof and supersedes all prior agreements and
understandings among the parties relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be amended, waived, discharged or be
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.

         SECTION 6.04. Successor and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.

         SECTION 6.05. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restriction of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

         SECTION 6.06. Transfer or Assignment of Registration Rights. The
registration rights set forth in this Agreement shall be transferable or
assignable by the Purchaser, in whole or in part and from time to time; provided
that each transferee agrees in writing to be subject to all the terms and
conditions of this Agreement. The parties understand and agree that Compagnie
Generale des Communications (COGECOM) S.A. ("Cogecom") shall be entitled to
exercise any right granted hereunder to the Purchaser, so long as Cogecom (a)
remains a wholly-owned subsidiary of the Purchaser and (b) holds any Registrable
Securities.

         SECTION 6.07. Remedies. In the event of a breach by any party of any of
its obligations under this Agreement, the other parties, in addition to being
entitled to exercise all rights provided herein or granted by law, including
recovery of damages, will be entitled to specific performance of their rights
under this Agreement. The Company and the Purchaser agree that monetary damages

                                       18
<PAGE>   19


would not be adequate compensation for any loss incurred by reason of a breach
by the Company or the Purchaser, as the case may be, of any of the provisions of
this Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, the Company or the Purchaser, as
the case may be, shall waive the defense that a remedy at law would be adequate.
No failure or delay on the part of the Company or the Purchaser in exercising
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy preclude
any other or further exercise thereof or the exercise of any other right, power
or remedy.

         SECTION 6.08. Subsequent Agreement. The parties agree that when a
registration rights agreement is executed and delivered by the parties as
contemplated by the Investment Agreement, such registration rights agreement
will supersede this agreement and this agreement shall be of no further force
and effect.

              [The balance of this page intentionally left blank.]


                                       19
<PAGE>   20


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date set forth above.

                                      NTL INCORPORATED



                                      By:  /S/ Richard J. Lubasch
                                          ---------------------------------
                                          Name: Richard J. Lubasch
                                          Title: Executive Vice President,
                                                 General Counsel and Secretary



                                      FRANCE TELECOM S.A.



                                      By:
                                          ---------------------------------
                                          Name:
                                          Title:






                                       20