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                     AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT


          AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (this "Amendment"), 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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