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                                                                   Exhibit 10.4


                                NTL INCORPORATED
                      1998 NON-QUALIFIED STOCK OPTION PLAN
                      AS AMENDED AND RESTATED OCTOBER 1998


1.    Purpose; Construction.

      This NTL Incorporated 1998 Stock Option Plan (the "Plan"), is intended to
      encourage stock ownership by employees and directors of NTL Incorporated
      (the "Corporation") and its divisions and subsidiary and parent
      corporations and other affiliates, so that they may acquire or increase
      their proprietary interest in the Corporation, and to encourage such
      employees and directors to remain in the employ of the Corporation or its
      affiliates and to put forth maximum efforts for the success of the
      business. Services of directors will be considered employment for purposes
      of this Plan.

2.    Definitions.

      As used in this Plan, the following words and phrases shall have the
      meanings indicated:

      (a)   "AFFILIATE" shall have the meaning set forth in Rule 12b-2 under
            Section 12 of the Exchange Act.

      (b)   "BENEFICIAL OWNER" shall have the meaning set forth in Rule 13d-3
            under the Exchange Act, except that a Person shall not be deemed to
            be the Beneficial Owner of any securities which are properly filed
            on a Form 13-G.

      (c)   "DISABILITY" shall mean an Optionee's inability to engage in any
            substantial gainful activity by reason of any medically determinable
            physical or mental impairment that can be expected to result in
            death or that has lasted or can be expected to last for a continuous
            period of not less than twelve (12) months.

      (d)   "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
            amended from time to time.

      (e)   "FAIR MARKET VALUE" per share as of a particular date shall mean
            (i) if the shares of common stock, par value $.01 per share, of the
            Corporation ("Common Stock") are then traded in a stock exchange,
            on an over-the-counter market, or otherwise, the average of the
            highest and lowest quoted selling prices for the shares of Common
            Stock in such market on such date or, if there were no such sales
            on the particular date, but there were such sales of Common Stock
            on dates within a reasonable period both before and after the
            particular date, the weighted average of the means between the
            highest and lowest sales on the nearest date before and nearest
            date after the particular date, (ii) if the provisions of (i) of
            this subsection (e) are inapplicable because actual sales are
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            not available during a reasonable period beginning before and ending
            after the particular date, the average between the bona fide bid and
            asked prices on the particular date, or if none, the weighted
            average of the means between the bona fide bid and asked prices on
            the nearest trading date before and the nearest trading date after
            the particular date, if both such nearest dates are within a
            reasonable period, (iii) if the provisions of (i) and (ii) of this
            subsection (e) are inapplicable because no actual sale prices or
            bona fide bid and asked prices are available on a date within a
            reasonable period before the particular date, but such prices are
            available on a date within a reasonable period after the valuation
            date, or vice versa, then the average between the highest and lowest
            available sales prices or bid and asked prices, or (iv) if the
            Committee believes the value of the Common Stock determined under
            (i), (ii) or (iii) of this subsection (e) does not reflect the fair
            market value on the particular date, such value as the Committee in
            its discretion may determine.

      (f)   "OPTION" shall mean an option to purchase shares of common stock of
            the corporation.

      (g)   "OPTIONEE" shall mean a person who has been granted an Option under
            the Plan.

      (h)   "PARENT CORPORATION" shall mean any corporation (other than the
            Corporation) in an unbroken chain of corporations ending with the
            employer corporation if, at the time of granting an Option, each of
            the corporations other than the employer corporation owns stock
            possessing fifty percent (50%) or more of the total combined voting
            power of all classes of stock in one of the other corporations in
            such chain.

      (i)   "PERSON" shall have the meaning given in Section 3(a)(9) of the
            Exchange Act, as modified and used in Sections 13(d) and 14(d)
            thereof, except that such term shall not include (i) the
            Corporation or any of its Affiliates, (ii) a trustee or other
            fiduciary holding securities under an employee benefit plan of the
            Corporation or any of its subsidiaries, (iii) an underwriter
            temporarily holding securities pursuant to an offering of such
            securities, or (iv) a corporation owned, directly or indirectly, by
            the stockholders of the Corporation in substantially the same
            proportions as their ownership of stock of the Corporation.

      (j)   "RULE 16b-3" shall mean Rule 16b-3 promulgated under Section 16 of
            the Exchange Act (or any other comparable 


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            provisions in effect at the time or times in question).

      (k)   "SUBSIDIARY CORPORATION" shall mean any corporation (other than the
            Corporation) in an unbroken chain of corporations beginning with the
            employer corporation if, at the time of granting an Option, each of
            the corporations other than the last corporation in the unbroken
            chain owns stock possessing fifty percent (50%) or more of the total
            combined voting power of all classes of stock in one of the other
            corporations in such chain.

3.    Administration.

      The Plan shall be administered by the Compensation and Option Committee of
      the Corporation's Board of Directors or such other committee appointed
      either by the Board of Directors of the Corporation (the "Board") or by
      such Compensation and Option Committee (the "Committee"); provided,
      however, to the extent determined necessary to satisfy the requirements
      for exemption from Section 16(b) of the Exchange Act with respect to the
      acquisition or disposition of securities hereunder, action by the
      Committee may be by a subcommittee of a committee of the Board composed
      solely of two or more "non-employee directors," within the meaning of Rule
      16b-3, appointed by the Board or by the Compensation and Option Committee
      of the Board, or by a committee composed solely of two or more
      "non-employee directors," within the meaning of Rule 16b-3, as a result of
      the refusal of those members who do not qualify as non-employee directors.
      Notwithstanding anything in the Plan to the contrary, and to the extent
      determined to be necessary to satisfy an exemption under Rule 16b-3 with
      respect to a grant hereunder (and, as applicable, with respect to the
      disposition to the Corporation of a security hereunder), or as otherwise
      determined advisable by the Committee, the terms of such grant and
      disposition under the Plan shall be subject to the prior approval of the
      Board. Any prior approval of the Board, as provided in the preceding
      sentence, shall not otherwise limit or restrict the authority of the
      Committee to make grants under the Plan.

      The Committee shall have the authority in its discretion, subject to and
      not inconsistent with the express provisions of the Plan, to administer
      the Plan and to exercise all the powers and authorities either
      specifically granted to it under the Plan or necessary or advisable in the
      administration of the Plan, including, without limitation, the authority
      to grant Options; to determine the purchase price of the shares of Common
      Stock covered by each Option (the "Option Price"); to determine the
      persons to whom, and the time or times at which, Options shall be granted;
      to determine the number of shares to be covered by each Option; to
      interpret the Plan; to 

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      prescribe, amend and rescind rules and regulations relating to the Plan;
      to determine the terms and provisions of the Option Notices (which need
      not be identical) entered into in connection with Options granted under
      the Plan; and to make all other determinations deemed necessary or
      advisable for the administration of the Plan. The Committee may delegate
      to one or more of its members or to one or more agents such administrative
      duties as it may deem advisable, and the Committee or any person to whom
      it has delegated duties as aforesaid may employ one or more persons to
      render advice with respect to any responsibility the Committee or such
      person may have under the Plan.

      The Board shall fill all vacancies, however caused, in the Committee. The
      Board may from time to time appoint additional members to the Committee,
      and may at any time remove one or more Committee members and substitute
      others. One member of the Committee may be selected by the Board as
      chairman. The Committee shall hold its meetings at such times and places,
      as it shall deem advisable. All determinations of the Committee shall be
      made by a majority of its members either present in person or
      participating by conference telephone at any meeting or by written
      consent. The Committee may appoint a secretary and make such rules and
      regulations for the conduct of its business as it shall deem advisable,
      and shall keep minutes of its meetings.

      No member of the Board or Committee shall be liable for any action taken
      or determination made in good faith with respect to the Plan or any Option
      granted hereunder.

4.    Eligibility.

      Options may be granted (i) to employees (including, without limitation,
      officers and directors who are employees) and directors (who are not
      employees) of the Corporation, its present or future divisions and
      Subsidiary Corporations and Parent Corporations and (ii) also to employees
      of an affiliated entity of the Corporation (an "Affiliated Entity") which
      is designated by the Board to participate in the Plan. In determining the
      persons to whom Options shall be granted and the number of shares to be
      covered by each Option, the Committee shall take into account the duties
      of the respective persons, their present and potential contributions to
      the success of the Corporation and such other factors as the Committee
      shall deem relevant in connection with accomplishing the purpose of the
      Plan.

      An Optionee shall be eligible to receive more than one grant of an Option
      during the term of the Plan, but only on the terms and subject to the
      restrictions hereinafter set forth.


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5.    Stock.

      The stock subject to Options hereunder shall be shares of the
      Corporation's Common Stock. Such shares may, in whole or in part, be
      authorized but unissued shares or shares that shall have been or that may
      be reacquired by the Corporation. The aggregate number of shares of Common
      Stock as to which Options may be granted from time to time under the Plan
      shall not exceed 15,000,000. The limitation established by the preceding
      sentence shall be subject to adjustment as provided in Section 8(j)
      hereof.

      In the event that any outstanding Option under the Plan for any reason
      expires or is canceled, surrendered, exchanged or otherwise terminated
      without having been exercised in full, the shares of Common Stock
      allocable to the unexercised portion of such Option shall (unless the Plan
      shall have been terminated) become available for subsequent grants of
      Options under the Plan.

6.    Automatic Option Grants.

      (a)   MARCH GRANTS.  Each employee of the Corporation, or a Subsidiary
            Corporation the ("Employer") who has completed at least one year of
            employment on or prior to March 2, 1998 and remains in the
            continual employ of Employer shall be granted an Option to
            purchased 100 shares of Common Stock (the "March Automatic Grants")
            on the first business day in March each year (the "March Grant
            Date") beginning in 1998 and continuing through March 2002 provided
            however, that an employee otherwise eligible for a grant under this
            Section 6(a) will not be granted the March Automatic Grant in any
            given year if such employee received a grant pursuant to Section 7
            hereof on or during the twelve-month period immediately preceding
            the relevant March Grant Date.

      (b)   ANNIVERSARY GRANTS.    Each employee of the Employer who does not
            qualify for the March Automatic Grants under Section 6(a) above and
            remains in the continual employ of the Employer shall be granted an
            Option to purchase 100 shares of Common Stock (The "Anniversary
            Automatic Grants", and together with the March Automatic Grants,
            the "Automatic Grants") on the first business day in the month
            following the month that contains the anniversary date of such
            employee's employment (the "Anniversary Grant Date" and, together
            with the March Grant Date, the "Grant Date") beginning one year
            following the employee's


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            first day of employment and continuing through December 2002
            provided however, that an employee otherwise eligible for a grant
            under this Section 6(b) will not be granted the Anniversary
            Automatic Grant in any given year if such employee received a grant
            pursuant to Section 7 hereof on or during the twelve-month period
            immediately preceding the relevant Anniversary Grant Date.
            Notwithstanding anything herein to the contrary, no Anniversary
            Automatic Grants shall be made until such date as the Plan has
            received approval from the Inland Revenue of the United Kingdom (the
            "Approval"). Once the Approval has been obtained, all grants that
            would have been made pursuant to this section 6(b) (the "Delayed
            Grants") will be made as soon as practicable following such approval
            (the "Delayed Grant Date" and, together with the March Grant Date
            and the Anniversary Grant Date, the "Grant Date").

      (c)   TERMS OF AUTOMATIC GRANTS.  In the event that the Optionee's
            Employer ceases to be a direct or indirect subsidiary of the
            Corporation or in the event of an Acceleration Event (as defined in
            Section 8(j)) no further Automatic Grants will be made to such
            Optionee pursuant to this Section 6. The Automatic Grants shall be
            at the Fair Market Value on the relevant Grant Date and shall
            become exercisable as to 20% on the Grant Date and as to 20% on
            each anniversary of the Grant Date, until fully exercisable, as
            further described in the Option Notice. The Delayed Grants shall
            become exercisable as to 20% on the Delayed Grant Date and as to
            20% on each anniversary of the date that would have been the
            Anniversary Grant Date, until fully exercisable.  The Automatic
            Grants and the Delayed Grants shall be subject to the terms set out
            in this Plan and in the Option Notice reflecting the grant.  For
            the avoidance of doubt, this Section 6 may be suspended,
            terminated, modified or amended at any time by the Board, subject
            to Section 11 hereof.

7.    Discretionary Option Grants.

      The Committee may make discretionary option grants under this Plan. Such
      grants will be subject to the terms set forth in the Option Notice and in
      the Plan. The Committee shall determine eligibility for option grants
      pursuant to this Section 7 in its sole discretion.


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8. Terms and Conditions of Options.

      Each Option granted pursuant to the Plan shall be evidenced by a written
      notice (an "Option Notice") from the Corporation to the Optionee, which
      Notice shall comply with and be subject to the following terms and
      conditions:

      (a)   NUMBER OF SHARES. Each Option Notice shall state the number of
            shares of Common Stock to which the Option relates.

      (b)   TYPE OF OPTION. Each Option Notice shall specifically identify the
            Option as a nonqualified stock option.

      (c)   OPTION PRICE. Each Option Notice shall state the Option Price, which
            shall be determined by the Committee. The Option Price shall be
            subject to adjustment as provided in Section 8(i) hereof. An Option
            shall be considered to be granted on the date the Committee adopts a
            resolution expressly granting such Option.

      (d)   MEDIUM AND TIME OF PAYMENT. Options may be exercised in whole or in
            part at any time during the option period by giving written notice
            of exercise to the Corporation specifying the number of shares to be
            purchased, accompanied by payment of the purchase price. Payment of
            the purchase price shall be made in such manner as the Committee may
            provide in the Option Notice, which may include cash (including cash
            equivalents, such as by certified or bank check payable to the
            Corporation), delivery of unrestricted shares of Common Stock that
            have been owned by the Optionee or, as applicable, a permissible
            transferee (as provided in Section 8(i)) for at least six months,
            any other manner permitted by law as determined by the Committee, or
            any combination of the foregoing.

      (e)   TERM AND EXERCISE OF OPTIONS. Options shall be exercisable over the
            exercise period as and at the times and upon the conditions that the
            Committee may determine, as reflected in the Option Notice;
            provided, however, that the Committee shall have the authority to
            accelerate the exercisability of any outstanding Option at such time
            and under such circumstances as it, in its sole discretion, deems
            appropriate; and further provided, however, that such exercise
            period shall not exceed ten (10) years from the date of grant of
            such Option. The exercise period shall be subject to earlier
            termination as provided in Sections 8(g) and 8(h) hereof. An Option
            may be exercised, as to any or all full shares of Common Stock as to
            which the Option has become exercisable, by 


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            giving written notice of such exercise to the Committee or to such
            individual(s) as the Committee may from time to time designate.

      (f)   Intentionally Left Blank

      (g)   TERMINATION. Except as provided in this Section 8(g) and in Section
            8(h) hereof, an Option may not be exercised by the Optionee to whom
            it was granted or by a transferee to whom such Option was
            transferred (as provided in Section 8(i)) unless the Optionee is
            then in the employ of the Corporation or a division or any
            corporation which was, at the time of grant of such Option, a
            Subsidiary Corporation or Parent Corporation thereof (or a
            corporation or a Parent or Subsidiary Corporation of such
            corporation issuing or assuming the Option in a corporate
            transaction) or an affiliated entity, and unless the Optionee has
            remained continuously so employed since the date of grant of the
            Option. In the event that the employment of an Optionee shall
            terminate (other than by reason of death, Disability or retirement),
            all Options granted to such Optionee or transferred by such Optionee
            (as provided in Section 8(i)) that are exercisable at the time of
            such termination may, unless earlier terminated in accordance with
            their terms, be exercised by the Optionee or by a transferee within
            three (3) months after such termination; provided, however, that if
            the employment of an Optionee shall terminate for cause, all Options
            theretofore granted to such Optionee or transferred by such Optionee
            (as provided in Section 8(i)) shall, to the extent not theretofore
            exercised, terminate forthwith. Nothing in the Plan or in any Option
            granted pursuant hereto shall confer upon an individual any right to
            continue in the employ of the Corporation or any of its divisions,
            Parent or Subsidiary Corporations or Affiliated entities or
            interfere in any way with the right of the Corporation or any such
            division, Parent or Subsidiary Corporation or affiliated entity to
            terminate such employment.

      (h)   DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee shall
            die while employed by the Corporation or a division thereof or any
            corporation which was, at the time of grant of such Option, a
            Subsidiary Corporation or Parent Corporation thereof (or a
            corporation or a Parent or Subsidiary Corporation of such
            corporation issuing or assuming the Option in a corporate
            transaction) or an Affiliated Entity, or within three (3) months
            after the termination of such Optionee's employment, other than for
            cause, or if the Optionee's employment shall terminate by reason of
            Disability or retirement (as determined by the 


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            Committee in its sole discretion), all Options theretofore granted
            to such Optionee or transferred by such Optionee (as provided in
            Section 8(i)), to the extent otherwise exercisable at the time of
            death or termination of employment, may, unless earlier terminated
            in accordance with their terms, be exercised by the Optionee or by
            the Optionee's estate or by a person who acquired the right to
            exercise such Option by bequest or inheritance or otherwise by
            reason of the death or Disability of the Optionee, or by a
            transferee (as provided in Section 8(i)), at any time within one
            year after the date of death, Disability or retirement of the
            Optionee.

      (i)   NONTRANSFERABILITY OF OPTIONS. Except as provided in this Section
            8(i), no Option granted hereunder shall be transferable by the
            Optionee to whom granted, other than by will or the laws of descent
            and distribution, and the Option may be exercised during the
            lifetime of such Optionee only by the Optionee or such Optionee's
            guardian or legal representative. To the extent the Option Notice so
            provides, and subject to such conditions as the Committee may
            prescribe, an Optionee may, upon providing written notice to the
            General Counsel of the Corporation, elect to transfer the
            Nonqualified Stock Options granted to such Optionee pursuant to such
            agreement, without consideration therefor, to members of his or her
            "immediate family" (as defined below), to a trust or trusts
            maintained solely for the benefit of the Optionee and/or the members
            of his or her immediate family, or to a partnership or partnerships
            whose only partners are the Optionee and/or the members of his or
            her immediate family. Any purported assignment, alienation, pledge,
            attachment, sale, transfer, or encumbrance that does not qualify as
            a permissible transfer under this Section 8(i) shall be void and
            unenforceable against the Plan and the Corporation. For purposes of
            this Section 8(i), the term "immediate family" shall mean, with
            respect to a particular Optionee, the Optionee's spouse, children or
            grandchildren, and such other persons as may be determined by the
            Committee. The terms of any such Option and the Plan shall be
            binding upon a permissible transferee, and the beneficiaries,
            executors, administrators, heirs and successors of the Optionee and,
            as applicable, a permissible transferee.

      (j)   EFFECT OF CERTAIN CHANGES.

            (1)   If there is any change in the number of shares of Common Stock
                  through the declaration of stock or cash dividends, or
                  recapitalization resulting in 


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                  stock splits, or combinations or exchanges of such shares, or
                  other corporate transactions affecting the capitalization of
                  the Corporation, the aggregate number of shares of Common
                  Stock available for Options, the number of such shares covered
                  by outstanding Options, and the price per share of such
                  Options shall be proportionately adjusted by the Committee to
                  reflect any increase or decrease in the number of issued
                  shares of Common Stock; provided, however, that any fractional
                  shares resulting from such adjustment shall be rounded to the
                  nearest whole share. In the event of any other extraordinary
                  corporate transaction, including but not limited to
                  distributions of cash or other property to the Corporation's
                  shareholders, the Committee may equitably adjust outstanding
                  Options as it deems appropriate.

            (2)   In the event of the proposed dissolution or liquidation of the
                  Corporation, in the event of any corporate separation or
                  division, including, but not limited to, split-up, split-off
                  or spin-off, or in the event of a merger or consolidation of
                  the Corporation with another corporation, the Committee may
                  provide that the holder of each Option then exercisable shall
                  have the right to exercise such Option (at its then Option
                  Price) solely for the kind and amount of shares of stock and
                  other securities, property, cash or any combination thereof
                  receivable upon such dissolution, liquidation, or corporate
                  separation or division, or merger or consolidation by a holder
                  of the number of shares of Common Stock for which such Option
                  might have been exercised immediately prior to such
                  dissolution, liquidation, or corporate separation or division,
                  or merger or consolidation.

            (3)   If there is an "Acceleration Event" while unexercised Options
                  remain outstanding under the Plan then from and after the date
                  of the Acceleration Event (the "Acceleration Date"), all
                  Options that have not expired or terminated in accordance with
                  the Plan or the Option Notice shall be exercisable in full,
                  whether or not otherwise exercisable. Following the
                  Acceleration Date, the Committee shall, in the case of a
                  merger, consolidation or sale or disposition of assets,
                  promptly make an appropriate adjustment to the number and
                  class of shares of Common Stock available for Options, and to
                  the amount and kind of shares or other securities or property
                  receivable upon 


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                  exercise of any outstanding Options after the effective date
                  of such transaction, and the price thereof.

                  An "Acceleration Event" shall be deemed to have occurred if
                  the event set forth in any one of the following paragraphs
                  shall have occurred:

                  (i)    Any Person is or becomes the Beneficial Owner,
                        directly or indirectly, of securities of the
                        Corporation (not including in the securities
                        beneficially owned by such Person any securities
                        acquired directly from the Corporation or its
                        Affiliates) representing 20% or more of the combined
                        voting power of the Corporation's then outstanding
                        securities, excluding any Person who becomes such a
                        Beneficial Owner in connection with a transaction
                        described in clause (a) of Paragraph (iii) below; or

                  (ii)   the following individuals cease for any reason to
                        constitute a majority of the number of directors then
                        serving: individuals who, on the date hereof,
                        constitute the Board and any new director (other than a
                        director whose initial assumption of office is in
                        connection with an actual or threatened election
                        contest, including but not limited to a consent
                        solicitation, relating to the election of directors of
                        the Corporation) whose appointment or election by the
                        Board or nomination for election by the Corporation's
                        stockholders was approved or recommended by a vote of
                        at least two-thirds (2/3) of the directors then still
                        in office who either were directors on the date hereof
                        or whose appointment, election or nomination for
                        election was previously so approved or recommended; or

                  (iii) there is consummated a merger or consolidation of the
                        Corporation or any direct or indirect subsidiary of the
                        Corporation with any other corporation, other than (a) a
                        merger or consolidation which would result in the voting
                        securities of the Corporation outstanding immediately
                        prior to such merger or consolidation continuing to
                        represent (either by remaining outstanding or by being
                        converted into voting securities of the surviving entity
                        or any parent thereof) at least 60% of the


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                        combined voting power of the securities of the
                        Corporation or such surviving entity or any parent
                        thereof outstanding immediately after such merger or
                        consolidation, or (b) a merger or consolidation effected
                        to implement a recapitalization of the Corporation (or
                        similar transaction) in which no Person is or becomes
                        the Beneficial Owner, directly or indirectly, of
                        securities of the Corporation (not including in the
                        securities beneficially owned by such Person any
                        securities acquired directly from the Corporation or its
                        Affiliates) representing 20% or more of the combined
                        voting power of the Corporation's then outstanding
                        securities; or

                  (iv)  the stockholders of the Corporation approve a plan of
                        complete liquidation or dissolution of the Corporation
                        or there is consummated an agreement for the sale or
                        disposition by the Corporation of all or substantially
                        all of the Corporation's assets, other than a sale or
                        disposition by the Corporation of all or substantially
                        all of the Corporation's assets to an entity, at least
                        60% of the combined voting power of the voting
                        securities of which are owned by the stockholders of the
                        Corporation in substantially the same proportions as
                        their ownership of the Corporation immediately prior to
                        such sale.

                  Notwithstanding the foregoing, an "Acceleration Event" shall
                  not be deemed to have occurred by virtue of the consummation
                  of any transaction or series of integrated transactions
                  immediately following which the record holders of the common
                  stock of the Corporation immediately prior to such transaction
                  or series of transactions continue to have substantially the
                  same proportionate ownership in an entity which owns all or
                  substantially all of the assets of the Corporation immediately
                  following such transaction or series of transactions.

            (4)   To the extent that the foregoing adjustments relate to stock
                  or securities of the Corporation, such adjustments shall be
                  made by the Committee, whose determination in that respect
                  shall be final, binding and conclusive.

      (k)   RIGHTS AS A STOCKHOLDER. An Optionee or a transferee of an Option
            shall have no rights as a stockholder with respect to any shares
            covered by the Option until the 


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            date of the issuance of a stock certificate to him for such shares.
            No adjustment shall be made for dividends (ordinary or
            extraordinary, whether in cash, securities or other property) or
            distribution of other rights for which the record date is prior to
            the date such stock certificate is issued, except as provided in
            Section 8(j) hereof.

      (l)   RIGHTS AS AN EMPLOYEE. Nothing in the Plan or in any instrument
            executed pursuant to the Plan will confer upon any Optionee any
            right to continue in the employ of the Corporation or affect the
            right of the Corporation to terminate the employment of any Optionee
            at any time with or without cause.

      (m)   OTHER PROVISIONS. The Option Notices authorized under the Plan shall
            contain such other provisions, including, without limitation, the
            imposition of restrictions upon the exercise of an Option and the
            inclusion of any condition as the Committee shall deem advisable.

9.    Agreement by Optionee Regarding Withholding Taxes.

      As a condition of exercise, each Optionee agrees that:-

      (a)   no later than the date of exercise of any Option granted hereunder,
            the Optionee will pay to the Corporation or make arrangements
            satisfactory to the Committee regarding payment of any federal,
            state or local taxes of any kind required by law to be withheld upon
            the exercise of such Option including, without limitation, any
            income tax payable by deduction in the United Kingdom; and

      (b)   the Corporation shall, to the extent permitted or required by law,
            have the right to deduct federal, state and local and employment
            taxes of any kind required by law to be withheld upon the exercise
            of such Option including, without limitation, any income tax payable
            by deduction in the United Kingdom, from any payment of any kind
            otherwise due to the Optionee.

10.   Term of Plan.

      Options may be granted pursuant to the Plan from time to time within a
      period of ten (10) years from the date the Plan is adopted by the Board.

11. Amendment and Termination of the Plan.

      The Board at any time and from time to time may suspend, terminate, modify
      or amend the Plan. Except as provided in 


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      Section 8 hereof, no suspension, termination, modification or amendment of
      the Plan may adversely affect any Option previously granted, unless the
      written consent of the Optionee or, as applicable, a permissible
      transferee (as provided in Section 8(i)) is obtained. No amendment to this
      Plan shall become effective to the extent that it applies to Approved
      Options (as defined in the addendum hereto)unless it is approved by the UK
      Inland Revenue.

12.   Interpretation.

      The Plan is designed and intended to comply with Rule 16b-3 and all
      provisions hereof shall be construed in a manner to so comply.

13.   Effect of Headings.

      The section and subsection headings contained herein are for convenience
      only and shall not affect the construction hereof.

14.   Governing Law.

      The Plan shall be governed by the laws of the State of Delaware.

15.   Effective Date of Plan.

      The effective date of the Plan is the date the Plan is adopted by the
      Board.


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<PAGE>   15

ADDITIONAL SECTIONS FOR UK


16.    Purpose.

      (a)   The purpose of these additional sections for UK Participants is to
            obtain Approved Share Option Scheme Status for UK Participants under
            the Plan as modified by these additional sections ("the Subplan").
            These sections are to be read as a continuation of the Plan and only
            modify the Plan as it relates to the Stock Options granted under the
            Plan to UK Participants. These sections do not apply to or modify
            the Plan in respect of any other participants.

            (b) The Board has adopted these additional sections in accordance
            with Section 11.

17.    Definitions.

      (a)   The following additional capitalized definitions shall have the
            respective meanings set forth below:-

            "APPROVED OPTION" means a stock option granted under the Subplan to
            a UK Participant while the Subplan is approved by the UK Inland
            Revenue under the Taxes Act.

            "CONTROL" has the meaning given by Section 840 of the Taxes Act.

            "LIMIT" means the limit of (pound)30,000 (thirty thousand pounds
            sterling) on the aggregate Fair Market Value of all the Common Stock
            or shares which a UK Participant may acquire on the exercise in full
            of all unexercised Approved Options granted to him under this
            Subplan and other share option plans (other than a savings-related
            share option plan) adopted by the Company or any associated company
            (as defined by s416 of the Taxes Act) and approved by the UK Inland
            Revenue under the Taxes Act or such other amount as may from time to
            time be specified by paragraph 28(I) of Schedule 9 to the Taxes Act.

            "TAXES ACT" means the (UK) Income and Corporation Taxes Act 1988.

            "UK PARTICIPANTS" means a full-time director (that is to say is
            required to work not less than 25 hours per week (excluding meal
            breaks)) or employee of the Company or its Subsidiaries who has been
            selected by the Committee to receive an Approved Option under the
            Subplan and is 


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<PAGE>   16

            not ineligible to participate (that is to say be granted or to
            exercise Approved Options) in the Subplan by virtue of paragraph 8
            of Schedule 9 to the Taxes Act.

      (b)   The following definitions in Section 2 shall be modified as set
            forth below in relation to Approved Options only and shall be so
            construed throughout the Subplan:-

            "SUBSIDIARY" means any business entity in which the Corporation owns
            directly or indirectly more than fifty per cent (50%) of the total
            combined voting power.

            "COMMON STOCK" means Common Stock of the Corporation which satisfies
            the provisions of paragraphs 10 to 14 inclusive of Schedule 9 to the
            Taxes Act.

            "FAIR MARKET VALUE" means the market value of Stock determined in
            accordance with the provisions of Part VIII of the Taxation of
            Chargeable Gains Act 1992 and agreed in advance for the purposes of
            the Subplan with the Inland Revenue Shares Valuation Division.

            "OPTION" means Approved Options only.

18.    Eligibility.

      Section 4 of the Plan shall be modified in relation to Approved Options
      so that:-

      All UK Participants are eligible to participate in the Plan.

19.    Terms and Conditions of Options.

      (a)   Section 8(b) shall be modified in relation to Approved Options to
            read:-

            "Each Option Notice shall specifically identify the Approved Option
            as an "Approved Option"."

      (b)   Section 8(c) shall be modified in relation to Approved Options to
            read:-

            "Each Option Notice shall state the Option Price which:-

            (1)    shall not be less than the nominal value of the Common
                  Stock; and

            (2)   subject to Section 8(j) shall not be less than the Fair Market
                  Value on the date of grant of the Option. An Option shall be
                  considered to be expressly granted on the date the Committee
                  adopts a 


                                       16
<PAGE>   17

                  resolution expressly granting such Option."

      (c)   Section 8(d) shall be modified in relation to Approved Options by
            replacing the following words:-

            "Payment of the purchase price shall be made ......... as determined
            by the Committee, or any combination of the foregoing"

            with the following words:-

            "Within 30 days of the exercise of an Approved Option the Committee
            shall allot or procure the transfer of the shares of Common Stock in
            respect of which the Option has been validly exercised."

      (d)   Section 8(f) shall be modified in relation to Approved Options by
            inserting the following:-

            "No Approved Options shall be granted to UK Participants in excess
            of the Limit."

      (e)   Section 8(g) shall be deleted in relation to Approved Options and be
            replaced with the following:-

            "Save as otherwise provided in this Subplan, an Approved Option may
            not be exercised by the Optionee unless the Optionee is then in the
            employ of the Corporation or a division or any corporation which
            was, at the time of grant of such Option, a Subsidiary Corporation,
            and the Optionee has remained continuously so employed since the
            date of grant of the Option."

      (f)   Section 8(h) shall be deleted in relation to Approved Options and be
            replaced with the following:-

            "(1)  An Approved Option may be exercised by the personal
                  representatives of a deceased UK Participant within the period
                  of one year following the date of his death provided that such
                  deceased UK Participant is not precluded by Paragraph 8 of
                  Schedule 9 from exercising such Approved
                  Option.

            (2)   If a UK Participant ceases to be a director or employee of the
                  Corporation or any Subsidiary on account of injury,
                  ill-health, disability, redundancy or retirement or any other
                  reason which the Committee reasonably considers justifies the
                  exercise of the Approved Option, the Approved Option may be
                  exercised within the period of three months following such
                  cessation or, at the discretion of 


                                       17
<PAGE>   18

                  the Committee, not later than three months after the first
                  date following such cessation upon which the Approved Option
                  could be exercised in circumstances in which section 185(3) of
                  the Taxes Act would apply."

      (g)   Section 8(i) shall be deleted in relation to Approved Options and be
            replaced with the following:-

            "No Option may be transferred, assigned or charged and any purported
            transfer assignment or charge shall cease the Option to lapse
            forthwith."

      (h)   Section 8(j)(1) shall be deleted in relation to Approved Options and
            be replaced with the following:-

            "In the event of any variation of the share capital of the
            Corporation by way of capitalization or rights issue, consolidation,
            sub-division or reduction of capital or otherwise, the number of
            shares of Common Stock subject to any Approved Option and the option
            price for each of these shares shall be adjusted in such manner as
            the Committee is satisfied is fair and reasonable provided that:-

            (1)   the aggregate amount payable on the exercise of an Approved
                  Option in full is not increased;

            (2)   the option price for a share of Common Stock is not reduced
                  below its nominal value;

            (3)   no adjustment shall be made without the prior approval of the
                  Board of the Inland Revenue; and

            (4)   following the adjustment the shares of Common Stock continue
                  to satisfy the conditions specified in Paragraphs 10 to 14
                  inclusive of Schedule 9."

      (i)   Section 8(j)(3) shall be modified in relation to Approved Options by
            inserting the following:-

            "If any company ("the Acquiring Company"):

            (1)   obtains Control of the Corporation as a result either of
                  making a general offer to acquire the whole of the issued
                  share capital of the Corporation which is made on a condition
                  such that if it is satisfied the person making the offer will
                  have Control of the Corporation, or making an offer to acquire
                  all the common stock in the Corporation which is of the same
                  class as the Common Stock; or


                                       18
<PAGE>   19

            (2)   obtains Control of the Corporation in pursuance of a
                  compromise or arrangement sanctioned by the court under
                  section 425 of the (UK) Companies Act 1985 (or legislation
                  that the Inland Revenue agrees is the overseas equivalent
                  thereof); or

            (3)   becomes bound or entitled to acquire common stock in the
                  Corporation under sections 428 to 430 of the (UK) Companies
                  Act 1985 (or legislation that the Inland Revenue agrees is the
                  overseas equivalent thereof);

            any UK participant may at any time within:

            (4)   the period of six months following the offerer obtaining
                  Control of the Corporation and the satisfaction of any
                  condition to which the offer was made pursuant to subsection
                  (1) above;

            (5)   the period of six months following the court sanctioning the
                  compromise or arrangement pursuant to subsection (2) above; or

            (6)   the period during which the Acquiring Company remains bound or
                  entitled to acquire the Common Stock pursuant to subsection
                  (3) above;

            by agreement with the Acquiring Company release his old Approved
            Option ("the Old Option") in consideration of the grant to him of a
            new Approved Option ("the New Option") which:

            (7)   relates to shares in a different company (whether the
                  Acquiring Company itself or some other company) which on the
                  assumption that the Acquiring Company were the grantor of the
                  Approved Option would be a company falling within Paragraph
                  10(b) or (c) of Schedule 9;

            (8)   is a right to acquire such number of shares as on acquisition
                  of the New Option has an aggregate Fair Market Value equal to
                  the aggregate Fair Market Value of the shares of Common Stock
                  subject to the Old Option on its release;

            (9)   has an acquisition price per share such that the aggregate
                  price payable on complete exercise equals the aggregate option
                  price which would have been payable on complete exercise of
                  the Old Option; and


                                       19
<PAGE>   20

            (10)  is otherwise equivalent to the Old Option (as defined in
                  Paragraph 15(3) of Schedule 9).

            The New Option shall, for all other purposes of this Plan, be
            treated as having been acquired at the same time as the Old Option
            and, following release of the Old Option and the grant of the New
            Option, for the purposes of applying these rules thereto:

            (11)  "Corporation" and "shares" in relation to the New Options
                  shall be construed as if references to the Corporation and to
                  the shares of Common Stock were references to the Acquiring
                  Company and to shares in the Acquiring Company or (as the case
                  may be) to the other company to which the New Options relate
                  and to the shares in that other company; and

            (12)  "Committee" shall mean the board of directors of the Acquiring
                  Company or that other company or any committee designated to
                  administer the Plan under Section 3.

      (j)   Section 8(m) shall be modified in relation to Approved Options so
            that the word "objective" is inserted before "condition".

20.    Administration of Plans and Amendments.

      In relation to Approved Options, Section 11 shall be read as if the
      following sentence had been added at the end thereof:-

      (a)   "No amendments to the Subplan or to the Plan insofar as it applies
            to Approved Options shall become effective until they are approved
            by the UK Inland Revenue.

      (b)   No Approved Options may be granted unless and until the Subplan is
            approved by the UK Inland Revenue."

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<PAGE>   21

Users/Hochman/General/NTL 1998 Non-Qualified Stock Option Plan


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