<PAGE>   1
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          $1,200,000,000 5-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2009
                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 22, 1999


                                  by and among

                                NTL INCORPORATED

                                       and



                        MORGAN STANLEY & CO. INCORPORATED


                              GOLDMAN, SACHS & CO.


               DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION


                            SALOMON SMITH BARNEY INC


                             WARBURG DILLON READ LLC


                              CHASE SECURITIES INC.


                              LEHMAN BROTHERS INC.


                      WASSERSTEIN PERELLA SECURITIES, INC.





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This Registration Rights Agreement (this "AGREEMENT") is made and entered into
as of December 22, 1999 by and among NTL Incorporated, a Delaware corporation
(the "COMPANY"), and Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co.,
Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith Barney Inc,
Warburg Dillon Read LLC, Chase Securities Inc., Lehman Brothers Inc. and
Wasserstein Perella Securities, Inc.(each an "INITIAL PURCHASER" and
collectively, the "INITIAL PURCHASERS"). The Company proposes to issue and sell
to the Initial Purchasers (the "INITIAL PLACEMENT") $1,200,000,000 5-3/4%
Convertible Subordinated Notes Due 2009 (the "NOTES"). As an inducement to the
Initial Purchasers to enter into the purchase agreement, dated as of December
16, 1999 ( the "PURCHASE AGREEMENT"), and in satisfaction of a condition to the
Initial Purchasers' obligations thereunder, the Company agrees with the Initial
Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the
benefit of the holders from time to time of the Notes whose names appear in the
register maintained by the Registrar in accordance with the provisions of the
Indenture (as defined in Section 1 hereof) (including the Initial Purchasers),
as follows:

1.       DEFINITIONS


         Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:


         "ACT" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


         "AFFILIATE" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.


         "CLOSING DATE" has the meaning set forth in the Purchase Agreement.


         "COMMISSION" means the Securities and Exchange Commission.


         "COMMON STOCK" means the common stock of the Company, par value $0.01
per share, issuable upon the conversion of the Notes.


         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.


         "HOLDER" has the meaning set forth in Section 2 hereof.


         "INDENTURE" means the Indenture, dated as of December 22, 1999, between
the Company and the Trustee, relating to the Notes, as the same may be amended
from time to time in accordance with the terms thereof.
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         "INITIAL PLACEMENT" has the meaning set forth in the preamble hereto.


         "LOSSES" has the meaning set forth in Section 7(d) hereof.


         "MAJORITY HOLDERS" means the Holders of a majority of the aggregate
principal amount at maturity of securities registered under a Shelf Registration
Statement.


         "MANAGING UNDERWRITERS" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.


         "NOTES" has the meaning set forth in the preamble hereto.


         "PROSPECTUS" means the prospectus included in any Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of Transfer Restricted Securities covered by such Shelf
Registration Statement, and all amendments and supplements to the Prospectus,
including post-effective amendments.


         "SHELF REGISTRATION" means a registration effected pursuant to Section
3 hereof.


         "SHELF REGISTRATION PERIOD" has the meaning set forth in Section 3(b)
hereof.


         "SHELF REGISTRATION STATEMENT" means a "shelf" registration statement
of the Company pursuant to the provisions of Section 3 hereof that covers some
or all of the Transfer Restricted Securities as applicable, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement,
including post-effective amendments, and in each case, including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


         "SUPPLEMENT DELAY PERIOD" means any period commencing on the date of
receipt by a Holder of Transfer Restricted Securities of any notice from the
Company of the existence of any fact or event of the kind described in Section
4(b)(2) hereof and ending on the date of receipt by such Holder of an amended or
supplemented Shelf Registration Statement or Prospectus, as contemplated by
Section 4(h) hereof, or the receipt by such Holder of written notice from the
Company (the "ADVICE") that the use of the Prospectus may be resumed, and the
receipt of copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus.


         "TRANSFER RESTRICTED SECURITIES" means each Note and the Common Stock
issuable upon conversion thereof until (i) the date on which such Note or Common
Stock issuable upon conversion thereof has been effectively registered under the
Act and disposed of in accordance with the Shelf Registration Statement (ii) the
date on which such Note or Common Stock issuable upon conversion thereof is
distributed to the public pursuant to Rule 144 under the Act (or any similar
provision then in effect) or is saleable pursuant to Rule 144(k) under the Act
or (iii) the date upon which such Note is converted into Common Stock in
accordance with the terms and provisions of the Indenture or otherwise ceases to
be outstanding.


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         "TRUSTEE" means the trustee with respect to the Notes under the
Indenture.


         "UNDERWRITER" means any underwriter of Notes in connection with an
offering thereof under a Shelf Registration Statement.

2.       HOLDERS


         A person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such person becomes the registered holder of such
Notes under the Indenture and includes broker-dealers that hold Transfer
Restricted Securities (i) as a result of market making activities and other
trading activities and (ii) which were acquired directly from the Company or an
Affiliate.

3.       SHELF REGISTRATION


         The Company shall, within 135 days of the date of original issuance of
the Notes, file with the Commission and thereafter shall use its best efforts to
cause to be declared effective under the Act on or prior to 255 days after the
date of original issuance of the Notes, a Shelf Registration Statement relating
to the offer and sale of the Transfer Restricted Securities by the Holders from
time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement.


         The Company shall use its best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the date the
Shelf Registration statement is declared effective by the Commission (or until
one year after such effective date if such Shelf Registration Statement is filed
at the request of an Initial Purchaser) or such shorter period that will
terminate when (i) all the Transfer Restricted Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement, (ii) the date on which, in the opinion of counsel to the Company, all
of the Transfer Restricted Securities then held by the Holders may be sold by
such Holders in the public United States securities markets in the absence of a
registration statement covering such sales or (iii) the date on which there
ceases to be outstanding any Transfer Restricted Securities (in any such case,
such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be
deemed not to have used its best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any
action that would result in Holders of Transfer Restricted Securities covered
thereby not being able to offer and sell such securities during that period,
unless (i) such action is required by applicable law, (ii) such action is taken
by the Company in good faith and for valid business reasons (not including
avoidance of the Company's obligations hereunder), including the acquisition or
divestiture of assets, so long as the Company promptly thereafter complies with
the requirements of Section 4(h) hereof, if applicable or (iii) such action is
taken because of any fact or circumstance giving rise to a Supplement Delay
Period.

4.       REGISTRATION PROCEDURES


         In connection with any Shelf Registration Statement, the following
provisions shall apply:


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         (a) The Company shall ensure that (i) any Shelf Registration Statement
         and any amendment thereto and any Prospectus forming part thereof and
         any amendment or supplement thereto complies in all material respects
         with the Act and the rules and regulations thereunder, (ii) any Shelf
         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 Shelf 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, in the light of the circumstances
         under which they were made, not misleading.

         (b) (1) The Company shall advise the Initial Purchasers and the Holders
         of Transfer Restricted Securities covered thereby, and, if requested by
         the Initial Purchasers or any such Holder, confirm such advice in
         writing when a Shelf Registration Statement and any amendment thereto
         has been filed with the Commission and when the Shelf Registration
         Statement or any post-effective amendment thereto has become effective.


                  (2) The Company shall advise the Initial Purchasers and the
         Holders of Transfer Restricted Securities covered thereby, and, if
         requested by the Initial Purchasers or any such Holder, confirm such
         advice in writing:

                  (i) of any request by the Commission for amendments or
                  supplements to the Shelf Registration Statement or the
                  Prospectus included therein or for additional information;

                  (ii) of the initiation by the Commission of proceedings
                  relating to a stop order suspending the effectiveness of the
                  Shelf Registration Statement;

                  (iii) of the issuance by the Commission of any stop order
                  suspending the effectiveness of the Shelf Registration
                  Statement;

                  (iv) of 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 or threatening of any proceeding for such
                  purpose; and

                  (v) of the existence of any fact and the happening of any
                  event (including, without limitation, pending negotiations
                  relating to, or the consummation of, a transaction or the
                  occurrence of any event which would require additional
                  disclosure of material non-public information by the Company
                  in the Shelf Registration Statement as to which the Company
                  has a bona fide business purpose for


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<PAGE>   6
                  preserving confidential or which renders the Company unable to
                  comply with Commission requirements) that, in the opinion of
                  the Company, makes untrue any statement of a material fact
                  made in its Shelf Registration Statement, the Prospectus or
                  any amendment or supplement thereto or any document
                  incorporated by reference therein or requires the making of
                  any changes in the Shelf Registration Statement or the
                  Prospectus so that, as of such date, the statements therein
                  are not misleading 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 light of
                  the circumstances under which they were made) not misleading.


         Such advice may be accompanied by an instruction to suspend the use of
the Prospectus until the requisite changes have been made.

         (c) The Company shall use its best efforts to obtain the withdrawal of
         any order suspending the effectiveness of any Shelf Registration
         Statement at the earliest possible time.

         (d) The Company shall use its best efforts to furnish to each selling
         Holder included within the coverage of any Shelf Registration Statement
         who so requests in writing and who has provided to the Company an
         address for notices, without charge, at least one conformed copy of
         such Shelf Registration Statement and any post-effective amendment
         thereto, including financial statements and, if the Holder so requests
         in writing, all exhibits and schedules (including those incorporated by
         reference).

         (e) The Company shall, during the Shelf Registration Period, deliver to
         each Holder of Transfer Restricted Securities covered by any Shelf
         Registration Statement and who has provided to the Company an address
         for notices, without charge, as many copies of the Prospectus
         (including each preliminary Prospectus) contained in such Shelf
         Registration Statement and any amendment or supplement thereto as such
         Holder may reasonably request; subject to any notice by the Company in
         accordance with Section 5(b) hereof, the Company consents to the use of
         the Prospectus or any amendment or supplement thereto by each of the
         selling Holders for the purposes of offering and resale of the Transfer
         Restricted Securities covered by the Prospectus in accordance with the
         applicable regulations promulgated under the Act.

         (f) Prior to any offering of Transfer Restricted Securities pursuant to
         any Shelf Registration Statement, the Company shall register or qualify
         or cooperate with the Holders of Transfer Restricted Securities named
         therein and their respective counsel in connection with the
         registration or qualification of such Transfer Restricted Securities
         for offer and sale under the securities or blue sky laws of such
         jurisdictions of the United States as any such Holders reasonably
         request in writing not later than the date that is five business days
         prior to the date


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<PAGE>   7
         upon which this Agreement specifies that the Shelf Registration
         Statement shall become effective; provided, however, that the Company
         will not be required to qualify generally to do business in any
         jurisdiction where it is not then so qualified or to take any action
         which would subject it to general service of process or to taxation in
         any such jurisdiction where it is not then so subject.

         (g) The Company shall endeavor to cooperate with the Holders of
         Transfer Restricted Securities to facilitate the timely preparation and
         delivery of certificates representing Transfer Restricted Securities to
         be sold pursuant to any Shelf Registration Statement free of any
         restrictive legends and in such denominations and registered in such
         names as Holders may request in writing at least two business days
         prior to sales of securities pursuant to such Shelf Registration
         Statement.

         (h) Upon the occurrence of any event contemplated by paragraph
         (b)(2)(v) hereof, the Company shall promptly prepare a post-effective
         amendment to any Shelf 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 Transfer
         Restricted Securities covered thereby, 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; provided that
         in the event of a material business transaction (including, without
         limitation, pending negotiations relating to such a transaction) which
         would, in the opinion of counsel to the Company, require disclosure by
         the Company in the Shelf Registration Statement of material non-public
         information for which the Company has a bona fide business purpose for
         not disclosing or which information is not available for filing with
         the Commission, then for so long as such circumstances exist, the
         Company shall not be required to prepare and file a supplement or
         post-effective amendment hereunder.

         (i) Not later than the effective date of any such Shelf Registration
         Statement hereunder, the Company shall cause to be provided a
         CUSIP/ISIN number for the Notes registered under such Shelf
         Registration Statement, and provide the applicable trustee with printed
         certificates for such Notes in a form eligible for deposit with DTC.

         (j) The Company shall use its best efforts to comply with all
         applicable rules and regulations of the Commission and shall make
         generally available to its security holders in a regular filing on Form
         10-Q or 10-K an earnings statement satisfying the provisions of Rule
         158 (which need not be audited) for the twelve-month period commencing
         after effectiveness of the Shelf Registration Statement.

         (k) The Company shall cause the Indenture to be qualified under the
         Trust Indenture Act in a timely manner.


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<PAGE>   8
         (l) The Company may require each Holder of Transfer Restricted
         Securities, which are to be sold pursuant to any Shelf Registration
         Statement, to furnish to the Company within 20 business days after
         written request for such information has been made by the Company, such
         information regarding the Holder and the distribution of such
         securities as the Company may from time to time reasonably require for
         inclusion in such Shelf Registration Statement and such other
         information as may be necessary or advisable in the reasonable opinion
         of the Company and its counsel, in connection with such Shelf
         Registration Statement. No Holder of Transfer Restricted Securities
         shall be entitled to use the Prospectus unless and until such Holder
         shall have furnished the information required by this Section 4(l) and
         all such information required to be disclosed in order to make the
         information previously furnished to the Company by such Holder not
         materially misleading.

         (m) The Company shall, if requested, promptly incorporate in a
         Prospectus supplement or post-effective amendment to a Shelf
         Registration Statement, such information as the Managing Underwriters
         and Majority Holders reasonably agree should be included therein and
         shall make all required filings of such Prospectus supplement or
         post-effective amendment as soon as notified of the matters to be
         incorporated in such Prospectus supplement or post-effective amendment;
         provided, however, that the Company shall not be required to take any
         action pursuant to this Section 4(m) that would, in the opinion of
         counsel for the Company, violate applicable law or to include
         information the disclosure of which at the time would have an adverse
         effect on the business or operations of the Company and/or its
         subsidiaries, as determined in good faith by the Company.

         (n) In the case of any Shelf Registration Statement, the Company shall
         enter into such agreements (including underwriting agreements) and take
         all other reasonably appropriate actions in order to expedite or
         facilitate the registration or the disposition of the Transfer
         Restricted Securities, and in connection therewith, if an underwriting
         agreement is entered into, cause the same to contain indemnification
         provisions and procedures no less favorable than those set forth in
         Section 7 (or such other provisions and procedures acceptable to the
         Majority Holders and the Managing Underwriters, if any), with respect
         to all parties to be indemnified pursuant to Section 7 from Holders of
         Notes to the Company.

         (o) In the case of any Shelf Registration Statement, the Company shall:

                  (i) make reasonably available for inspection by
                  representatives of the Holders of Transfer Restricted
                  Securities to be registered thereunder, the Managing
                  Underwriter participating in any disposition pursuant to such
                  Shelf Registration Statement, and any attorney, accountant or
                  other agent retained by the Holders or any such Managing
                  Underwriter, at the office where normally kept during normal
                  business hours, all financial and other records, pertinent
                  corporate documents and properties of the Company and


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<PAGE>   9
                  its subsidiaries, and cause the Company's officers, directors
                  and employees to supply all relevant information reasonably
                  requested by the Holders or any Managing Underwriter,
                  attorney, accountant or other agent in connection with any
                  such Shelf Registration Statement as is customary for similar
                  due diligence examinations; provided, however, that the
                  foregoing inspection and information gathering shall be
                  coordinated by the Managing Underwriters, if any, or by one
                  counsel designated by the Holders and that such persons shall
                  first agree in writing with the Company 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 such person, 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;

                  (ii) make such representations and warranties to the Holders
                  of Transfer Restricted Securities registered thereunder and
                  the underwriters, if any, in form, substance and scope as are
                  customarily made by issuers to underwriters in underwritten
                  offerings and covering matters including, but not limited to,
                  those set forth in the Purchase Agreement;

                  (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 each selling Holder 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 such Holders and underwriters;

                  (iv) obtain "cold comfort" letters (or, in the case of any
                  person that does not satisfy the conditions for receipt of a
                  "cold comfort" letter specified in Statement on Auditing
                  Standards No. 72, an "agreed-upon procedures letter") and
                  updates thereof from the independent certified public
                  accountants of the Company (and, if necessary, any other
                  independent certified 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 Shelf Registration Statement),
                  addressed where reasonably practicable to each selling Holder
                  of Transfer Restricted Securities registered thereunder 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


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                  (v) deliver such documents and certificates as may be
                  reasonably requested by the Majority Holders and the Managing
                  Underwriters, if any, including those to evidence compliance
                  with Section 4(j) 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 (ii), (iii), (iv)
         and (v) of this Section 4(o) shall, if reasonably requested by the
         Majority Holder or the Majority Underwriters, be performed at (A) the
         effectiveness of such Shelf Registration Statement and each
         post-effective amendment thereto and (B) each closing under any
         underwriting or similar agreement, as to the extent required
         thereunder.

                  (vi) The Company may offer securities of the Company other
                  than the Notes under the Shelf Registration Statement, except
                  where such offer would conflict with the terms of the Purchase
                  Agreement.

5.       HOLDERS' AGREEMENTS


         Each Holder of Transfer Restricted Securities, by the acquisition of
such Transfer Restricted Securities, agrees:

         (a) To furnish the information required to be furnished pursuant to
         Section 4(n) hereof within the time period set forth therein.

         (b) That upon receipt of a notice of the commencement of a Supplement
         Delay Period, it will keep the fact of such notice confidential,
         forthwith discontinue disposition of its Transfer Restricted Securities
         pursuant to the Shelf Registration Statement, and will not deliver any
         Prospectus forming a part thereof until receipt of the amended or
         supplemented Shelf Registration Statement or Prospectus, as applicable,
         as contemplated by Section 4(h) hereof, or until receipt of the Advice.
         If a Supplement Delay Period should occur, the Shelf Registration
         Period shall be extended by the number of days of which the Supplement
         Delay Period is comprised; provided that the Shelf Registration Period
         shall not be extended if the Company has received an opinion of counsel
         (which counsel, if different from counsel to the Company referred to in
         Section 5(a) and (b) of the Purchase Agreement, shall be reasonably
         satisfactory to the Majority Holders of the Transfer Restricted
         Securities named in the Shelf Registration Period) to the effect that
         the Transfer Restricted Securities can be freely tradeable without the
         continued effectiveness of the Shelf Registration Statement.

         (c) If so directed by the Company in a notice of the commencement of a
         Supplement Delay Period, each Holder of Transfer Restricted Securities
         will deliver to the Company (at the Company's expense) all copies,
         other than


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         permanent file copies then in such Holder's possession, of the
         Prospectus covering the Transfer Restricted Securities.

         (d) Sales of such Transfer Restricted Securities pursuant to a Shelf
         Registration Statement shall only be made in the manner set forth in
         such currently effective Shelf Registration Statement.

6.       REGISTRATION EXPENSES


          The Company shall bear all expenses incurred in connection with the
performance of its obligations under Sections 2, 3 and 4 hereof and, in the
event of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith.
Notwithstanding the foregoing or anything in this Agreement to the contrary,
each Holder shall pay all underwriting discounts and commission of any
underwriters with respect to any Transfer Restricted Securities sold by it.

7.       INDEMNIFICATION AND CONTRIBUTION

         (a) In connection with any Shelf Registration Statement, the Company
         agrees to indemnify and hold harmless each Holder of Transfer
         Restricted Securities covered thereby (including each Initial
         Purchaser), the directors, officers, employees, partners,
         representatives and agents of each such Holder and each person who
         controls any such Holder within the meaning of either Section 15 of the
         Act or Section 20 of the Exchange Act against any and all losses,
         claims, damages or liabilities, joint or several, to which they or any
         of them may become subject under the Act, the Exchange Act or other
         Federal or state statutory law or regulation, at common law or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         actions in respect thereof) arise out of, or are based upon, any untrue
         statement or alleged untrue statement of a material fact contained in
         the Shelf Registration Statement as originally filed or in any
         amendment thereof, or in any preliminary Prospectus or Prospectus, or
         in any amendment thereof or supplement thereto, or arise out of, or are
         based upon, the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, and to reimburse each such
         indemnified party, as incurred, for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action; provided,
         however, that (i) the Company will not be liable in any case to the
         extent that any such loss, claim, damage or liability arises out of, or
         is based upon, any such untrue statement or alleged untrue statement or
         omission or alleged omission made therein in reliance upon and in
         conformity with written information furnished to the Company by or on
         behalf of any such Holder or by the Managing Underwriters specifically
         for inclusion therein and (ii) the Company will not be liable to any
         indemnified party under this indemnity agreement with respect to the
         Shelf Registration Statement or Prospectus to the extent that any such
         loss, claim, damage or liability of such indemnified party


                                       10
<PAGE>   12
         results solely from an untrue statement of a material fact contained
         in, or the omission of a material fact from, the Shelf Registration
         Statement or Prospectus, which untrue statement or omission was
         corrected in an amended or supplemented Shelf Registration Statement or
         Prospectus, if the person alleging such loss, claim, damage or
         liability was not sent or given, at or prior to the written
         confirmation of such sale, a copy of the amended or supplemented Shelf
         Registration Statement or Prospectus if the Company had previously
         furnished copies thereof to such indemnified party and if delivery of a
         prospectus is required by the Act and was not so made. This indemnity
         agreement will be in addition to any liability which the Company may
         otherwise have.


                  The Company also agrees to indemnify or contribute to Losses
of, as provided in Section 7(d), any underwriters of Notes registered under a
Shelf Registration Statement, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in
this Section 7(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 4(p)
hereof.

         (b) Each Holder of Transfer Restricted Securities covered by a Shelf
         Registration Statement (including each Initial Purchaser) severally
         agrees to indemnify and hold harmless (i) the Company, (ii) each of its
         directors, (iii) each of its officers who signs such Shelf Registration
         Statement and (iv) each person who controls the Company within the
         meaning of either the Act or the Exchange Act to the same extent as the
         foregoing indemnity from the Company to each such Holder, but only with
         reference to written information relating to such Holder furnished to
         the Company by or on behalf of such Holder specifically for inclusion
         in the documents referred to in the foregoing indemnity. This indemnity
         agreement will be in addition to any liability which any such Holder
         may otherwise have. In no event shall any Holder, its directors,
         officers or any person who controls such Holder be liable or
         responsible for any amount in excess of the amount by which the total
         amount received by such Holder with respect to its sale of Transfer
         Restricted Securities pursuant to a Shelf Registration Statement
         exceeds (i) the amount paid by such Holder for such Transfer Restricted
         Securities and (ii) the amount of any damages that such Holder, its
         directors, officers or any person who controls such Holder has
         otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission.

         (c) Promptly after receipt by an indemnified party under this Section 7
         or notice of the commencement of any action, the indemnified party
         will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section 7, notify the indemnifying party
         in writing of the commencement thereof; but the failure to so notify
         the indemnifying party (i) will not relieve it from liability under
         paragraph (a) or (b) above unless and to the extent it did not
         otherwise learn of such action and such failure results in the
         forfeiture by the indemnifying party of substantial rights and defenses
         and (ii) will not, in any event, relieve the indemnifying party from
         any obligations to any indemnified party other than the


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<PAGE>   13
         indemnification obligation provided in paragraph (a) or (b) above. The
         indemnifying party shall be entitled to appoint counsel of the
         indemnifying party's choice at the indemnifying party's expense to
         represent the indemnified party in any action for which indemnification
         is sought (in which case the indemnifying party shall not thereafter be
         responsible for the fees and expenses of any separate counsel retained
         by the indemnified party or parties except as set forth below);
         provided, however, that such counsel shall be reasonably satisfactory
         to the indemnified party. Notwithstanding the indemnifying party's
         election to appoint counsel to represent the indemnified party in an
         action, the indemnified party shall have the right to employ separate
         counsel (including local counsel), and the indemnifying party shall
         bear the reasonable fees, costs and expenses of such separate counsel
         (and local counsel) if (i) the use of counsel chosen by the
         indemnifying party to represent the indemnified party would present
         such counsel with a conflict of interest, (ii) the actual or potential
         defendants in, or targets of, any such action include both the
         indemnified party and the indemnifying party, and the indemnified party
         reasonably concluded that there may be legal defenses available to it
         and/or other indemnified parties that are different from or additional
         to those available to the indemnifying party, (iii) the indemnifying
         party did not employ counsel satisfactory to the indemnified party to
         represent the indemnified party within a reasonable time after notice
         of the institution of such action or (iv) the indemnifying party
         authorized the indemnified party to employ separate counsel at the
         expense of the indemnifying party. An indemnifying party shall not,
         without the prior written consent of the indemnified parties, settle or
         compromise or consent to the entry of any judgment with respect to any
         pending or threatened claim, action, suit or proceeding for which
         indemnification or contribution may be sought hereunder (whether or not
         the indemnified parties are actual or potential parties to such claim
         or action), unless such settlement, compromise or consent includes an
         unconditional release of each indemnified party from all liability
         arising out of such claim, action, suit or proceeding and does not
         include a statement as to or an admission of fault, culpability or a
         failure to act, by or on behalf of the indemnified party.

         (d) In the event that the indemnity provided in paragraph (a) or (b) of
         this Section 7 is unavailable or insufficient to hold harmless an
         indemnified party for any reason, then each applicable indemnifying
         party, in lieu of indemnifying such indemnified party, shall have a
         joint and several obligation to contribute to the aggregate losses,
         claims, damages and liabilities (including legal or other expenses
         reasonably incurred in connection with investigating or defending same)
         (collectively "LOSSES") to which such indemnified party may be subject
         in such proportion as is appropriate to reflect the relative benefits
         received by such indemnifying party, on the one hand, and such
         indemnified party, on the other hand, from the Initial Placement and
         the Shelf Registration Statement that resulted in such Losses;
         provided, however, that in no case shall any Initial Purchaser or any
         subsequent Holder of any Note be responsible, in the aggregate, for any
         amount in excess of the purchase discount on the initial offering price
         of such


                                       12
<PAGE>   14
         Notes or commission applicable to such Note, nor shall any underwriter
         be responsible for any amount in excess of the underwriting discount or
         commission applicable to the securities purchased by such underwriter
         under the Shelf Registration Statement that resulted in such Losses. If
         the allocation provided by the immediately preceding sentence is
         unavailable for any reason, the indemnifying party and the indemnified
         party shall contribute in such proportion as is appropriate to reflect
         not only such relative benefits, but also the relative fault of such
         indemnifying party, on the one hand, and such indemnified party, on the
         other hand, in connection with the statements or omissions which
         resulted in such Losses, as well as any other relevant equitable
         considerations. Benefits received by the Company shall be deemed to be
         equal to the sum of (x) the total net proceeds from the Initial
         Placement (before deducting expenses) (which shall be $941,380,000) and
         (y) the total amount of additional interest that the Company was not
         required to pay as a result of registering the securities covered by
         the Shelf Registration Statement that resulted in such Losses. Benefits
         received by the Initial Purchasers shall be deemed to be equal to the
         total purchase discounts and commissions in connection with the Initial
         Placement, and benefits received by any other Holders shall be deemed
         to be equal to the value of receiving Notes registered under the Act.
         Benefits received by any underwriter shall be deemed to be equal to the
         total underwriting discounts and commissions, as set forth on the cover
         page of the Prospectus forming a part of the Shelf Registration
         Statement that resulted in such Losses. Relative fault shall be
         determined by reference to whether any alleged untrue statement or
         omission relates to information provided by the indemnifying party, on
         the one hand, or by the indemnified party, on the other hand. The
         parties agree that it would not be just and equitable if contribution
         were determined by pro rata allocation or any other method of
         allocation that does not take account of the equitable considerations
         referred to above. Notwithstanding the provisions of this paragraph
         (d), no person guilty of fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Act) shall be entitled to contribution
         from any person who was guilty of such fraudulent misrepresentation.
         For purposes of this Section 7, each person who controls a Holder
         within the meaning of either the Act or the Exchange Act and each
         director, officer, employee and agent of such Holder shall have the
         same rights to contribution as such Holder, and each person who
         controls the Company within the meaning of either the Act or the
         Exchange Act, each officer of the Company who shall have signed the
         Shelf Registration Statement and each director of the Company shall
         have the same rights to contribution as the Company, subject in each
         case to the applicable terms and conditions of this paragraph (d).

         (e) The provisions of this Section 7 shall remain in full force and
         effect, regardless of any investigation made by or on behalf of any
         Holder or the Company or any of the officers, directors or controlling
         persons referred to in Section 7 hereof, and will survive the sale by a
         Holder of Transfer Restricted Securities.


                                       13
<PAGE>   15
8.       RULE 144A AND RULE 144


         The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

9.       MISCELLANEOUS

         (a) No Inconsistent Agreements. The Company has not, as of the date
         hereof, entered into, nor shall it, on or after the date hereof, enter
         into, any agreement with respect to its securities that is inconsistent
         with the rights granted to the Holders herein or otherwise conflicts
         with the provisions hereof.

         (b) Amendments and Waivers. The provisions of this Agreement, including
         the provisions of this sentence, may not be amended, qualified,
         modified or supplemented, and waivers or consents to departures from
         the provisions hereof may not be given, unless the Company has obtained
         the written consent of the Holders of at least a majority of the then
         outstanding aggregate principal amount of Notes; provided, however,
         that with respect to any matter that directly or indirectly affects the
         rights of any Initial Purchaser hereunder, the Company shall obtain the
         written consent of each such Initial Purchaser against which such
         amendment, qualification, supplement, waiver or consent is to be
         effective. Notwithstanding the foregoing (except the foregoing
         proviso), a waiver or consent to depart from the provisions hereof,
         with respect to a matter, which relates exclusively to the rights of
         Holders whose securities are being sold pursuant to a Shelf
         Registration Statement and does not directly or indirectly affect the
         rights of other Holders, may be given by the Majority Holders,
         determined on the basis of Notes being sold rather than registered
         under such Shelf Registration Statement.

         (c) Notices. All notices and other communications provided for or
         permitted hereunder shall be made in writing by hand-delivery,
         first-class mail, telex, telecopier, or air courier guaranteeing
         overnight delivery:

                  (i) if to a Holder, at the most current address given by such
                  holder to the Company in accordance with the provisions of
                  this Section 9(c), which address initially is, with respect to
                  each Holder, the address of such Holder maintained by the
                  registrar under the Indenture, with a copy in like manner to
                  Morgan Stanley & Co. Incorporated;


                                       14
<PAGE>   16
                  (ii) if to the Initial Purchasers, initially at the respective
                  addresses set forth in the Purchase Agreement; and

                  (iii) if to the Company, initially at its address set forth in
                  the Purchase Agreement.


                  All such notices and communications shall be deemed to have
been duly given when received.


                  The Initial Purchasers or the Company by notice to the other
may designate additional or different addresses for subsequent notices or
communications.

         (d) Successors and Assigns. This Agreement shall inure to the benefit
         of, and be binding upon, the successors and assigns of each of the
         parties hereto, including, without the need for an express assignment
         or any consent by the Company thereto, subsequent Holders of Notes. The
         Company hereby agrees to extend the benefits of this Agreement to any
         Holder of Notes and any such Holder may specifically enforce the
         provisions of this Agreement as if an original party hereto.

         (e) Counterparts. This agreement may be executed in any number of
         counterparts and by the parties hereto in separate counterparts, each
         of which when so executed shall be deemed to be an original, and all of
         which taken together shall constitute one and the same agreement.

         (f) Headings. The headings in this agreement are for convenience of
         reference only and shall not limit or otherwise affect the meaning
         hereof.

         (g) Governing Law. This agreement shall be governed by and construed in
         accordance with the internal laws of the State of New York applicable
         to agreements made and to be performed in said State (without reference
         to the conflict of law rules thereof).

         (h) Severability. In the event that any one or more of the provisions
         contained herein, or the application thereof in any circumstances, is
         held invalid, illegal or unenforceable in any respect for any reason,
         the validity, legality and enforceability of any such provision in
         every other respect and the remaining provisions hereof shall not be in
         any way impaired or affected thereby, it being intended that all of the
         rights and privileges of the parties shall be enforceable to the
         fullest extent permitted by law.

         (i) Notes Held by the Company, etc. Whenever the consent or approval of
         Holders of a specified percentage of principal amount of Notes is
         required hereunder, Notes held by the Company or its Affiliates (other
         than subsequent Holders of Notes if such subsequent Holders are deemed
         to be Affiliates solely by reason of their holdings of such Notes)
         shall not be counted in determining


                                       15
<PAGE>   17
         whether such consent or approval was given by the Holders of such
         required percentage.

         (j) Entire Agreement. This Agreement is intended by the parties as a
         final expression of their agreement and intended to be a complete and
         exclusive statement of the agreement and understanding of the parties
         hereto with respect to the subject matter contained herein. There are
         no restrictions, promises, warranties or undertakings, other than those
         set forth or referred to herein with respect to the registration rights
         granted with respect to the Transfer Restricted Securities. This
         Agreement supersedes all prior agreements and understandings between
         the parties with respect to such subject matter.


                                       16
<PAGE>   18
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                      NTL INCORPORATED



                                      By: ______________________________________
                                          Name:
                                          Title:



MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
SALOMON SMITH BARNEY INC
WARBURG DILLON READ LLC
CHASE SECURITIES INC.
LEHMAN BROTHERS INC.
WASSERSTEIN PERELLA SECURITIES, INC.


By:    MORGAN STANLEY & CO. INCORPORATED



By: _____________________________________
    Name:
    Title: