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                                                                 Exhibit 4.40




           $100,000,000 5-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2011
                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of June 22, 2001


                                  by and among

                                NTL INCORPORATED

                                       and

                              NTL (DELAWARE), INC.

                                       and

                                   SFG VI INC.
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         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of June 22, 2001 by and among NTL Incorporated, a Delaware
corporation ("NTL INCORPORATED" or the "COMPANY"), NTL (Delaware), Inc., a
Delaware corporation ("NTL DELAWARE" and, together with NTL Incorporated, the
"ISSUERS") and SFG VI Inc. (the "PURCHASER").

         The Issuers propose to issue and sell to the Purchaser (the
"PLACEMENT") $100,000,000 aggregate principal amount of their 5-3/4% Convertible
Subordinated Notes Due 2011 (the "NOTES"). The Notes will be convertible into
shares of Common Stock of NTL Incorporated, par value $0.01 per share (the
"COMMON STOCK") subject to adjustment in accordance with the Indenture (as
defined in Section 1 hereof).

         As an inducement to the Purchaser to enter into the purchase agreement,
dated as of June 22, 2001 (the "PURCHASE AGREEMENT"), and in satisfaction of a
condition to the Purchaser's obligations thereunder, the Issuers agree to
provide the Purchaser, 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 (including the Purchaser) and the registered holders
from time to time of the Underlying Common Stock issued upon conversion of the
Notes (each of the foregoing a "HOLDER" and together the "HOLDERS"), the
registration rights set forth in this Agreement.

         In consideration of the foregoing, the parties hereto agree 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" has the meaning set forth in the preamble hereto.

         "COMPANY" has the meaning set forth in the preamble hereto.
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         "DEPOSIT AGREEMENT" means the Deposit Agreement, dated June 22, 2001
between the Issuers and the Depositary.

         "DEPOSITARY" means United States Trust Company of New York, as
Depositary under the Deposit Agreement.

          "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 the preamble hereto.

         "INDENTURE" means the Indenture, dated as of June 22, 2001, by and
among the Issuers and the Trustee, relating to the Notes, as the same may be
amended from time to time in accordance with the terms thereof.

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

         "LIQUIDATED DAMAGES" has the meaning set forth in the Section 2 hereof.

         "LOSSES" has the meaning set forth in Section 6(d) hereof.

         "MAJORITY HOLDERS" means the Holders of a majority of the Transfer
Restricted 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.

         "PLACEMENT" 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.

         "PURCHASE AGREEMENT" means the meaning set forth in the preamble
hereto.

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

         "REGISTRATION DEFAULT" has the meaning set forth in Section 2 hereof.

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

         "SHELF REGISTRATION PERIOD" has the meaning set forth in Section 2
hereof.


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         "SHELF REGISTRATION STATEMENT" means a "shelf" registration statement
of the Company pursuant to the provisions of Section 2 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
3(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 3(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 the Common Stock issued or
issuable upon conversion of the Notes and any shares of Common Stock issued with
respect thereto upon any stock dividend, split or similar event until (i) the
date on which such Common Stock has been effectively registered under the Act
and disposed of in accordance with the Shelf Registration Statement (ii) the
date on which such Common Stock issued or issuable upon conversion of the Notes
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) (or any similar
provision then in effect) under the Act.

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

         "UNDERLYING COMMON STOCK" means the Common Stock of NTL Incorporated
into which the Notes are convertible.

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

2.       SHELF REGISTRATION

         The Company shall, within 60 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 as soon as reasonably practicable
thereafter but in any event on or prior to 270 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 thereof from time to
time in accordance with the methods of distribution elected by such Holders and
set forth in such Shelf Registration Statement. It is agreed that such Shelf
Registration Statement, if permitted by the rules and regulations of the
Commission, may be used for the offer and sale of Common Stock by the Depositary
(in the event that interest payments on the Notes are paid by the Issuers with
the cash proceeds from sales of Common Stock) in accordance with the Deposit
Agreement.


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         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 from the date the Shelf Registration statement
is declared effective by the Commission until (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 3(h) hereof, if applicable or (iii)
such action is taken because of any fact or circumstance giving rise to a
Supplement Delay Period.


         If (a) the Company fails to file the Shelf Registration Statement on or
before the date specified above for such filing, (b) such Shelf Registration
Statement is not declared effective by the Commission on or prior to the date
specified above for such effectiveness, or (c) the Shelf Registration Statement
is declared effective but thereafter ceases to be effective or useable in
connection with resales of Transfer Restricted Securities during the Shelf
Registration period (each such event referred to in clauses (a) through (c)
above a "REGISTRATION DEFAULT"), then the Issuers will pay liquidated damages
("LIQUIDATED DAMAGES"), following the occurrence of such Registration Default,
without duplication, (i) prior to the conversion of the Notes, to the registered
Holders of the Notes in an amount equal to $.25 per week per $1,000 principal
amount of such Notes held by such Holder and (ii) to the record Holders of
Underlying Common Stock issued upon conversion of Notes that are Transfer
Restricted Securities, in an amount of $.50 per week per the number of shares of
Underlying Common Stock constituting Transfer Restricted Securities held by such
Holder that such Holder would have received on such date upon conversion of
$1,000 principal amount of Notes at the effective Conversion Price on such date;
provided that a Registration Default referred to in clause (c) above shall be
deemed not to have occurred and be continuing in relation to the Shelf
Registration Statement or the related Prospectus if such Registration Default
has occurred solely as a result of one of the following: (x) the filing of a
post-effective amendment to the Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders of Transfer Restricted Securities to use the related
Prospectus or (y) there has a occurred an event contemplated by Section
3(b)(2)(v) hereof, provided that, in the case of clause (y) the Company has
undertaken to comply with Section (3)(h) hereof and the Supplemental Delay
Period has not exceeded 45 days and the aggregate number of days under all
Supplemental Delay Periods has not exceeded 90 days in any twelve-month period;
provided further, that a Holder of Notes or a Holder of Transfer Restricted
Securities shall not be entitled to the benefit of any Liquidated


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Damages unless and until such Holder shall have furnished to the Company the
information required by Section 3(j) hereof.

         Following the cure of all Registration Defaults, the accrual of
Liquidated Damages will cease. Notwithstanding the foregoing, no Liquidated
Damages shall accrue as to any Transfer Restricted Security from and after the
earlier of (x) the date such security is no longer a Transfer Restricted
Security and (y) the expiration of the Shelf Registration Period. All accrued
Liquidated Damages shall be paid by the Issuers on each Interest Payment Date
(as defined in the Indenture) for which Liquidated Damages are owed to the
Holders.

3.       REGISTRATION PROCEDURES

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

                  (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 Purchaser and the Holders
                  of Transfer Restricted Securities covered thereby, and, if
                  requested by the Purchaser 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 Purchaser and the
                  Holders of Transfer Restricted Securities covered thereby,
                  and, if requested by the Purchaser 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;


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                           (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 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 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


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                  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 4(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 (i) 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, (ii) keep each such
                  registration or qualification (or exemption therefrom)
                  effective during the period such Shelf Registration Statement
                  is required to be kept effective and (iii) do any and all
                  other acts or things necessary or advisable to enable the
                  disposition in such jurisdictions of such Transfer Restricted
                  Securities in the manner set forth in the applicable Shelf
                  Registration Statement and the related Prospectus; 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 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


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                  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) 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.

                  (j) 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 3(j) 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.

                  (k) The Company shall, if requested, promptly include or
                  incorporate in a Prospectus supplement or post-effective
                  amendment to a Shelf Registration Statement, such information
                  as the Managing Underwriters, if any, 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 included or incorporated in such Prospectus supplement or
                  post-effective amendment; provided, however, that the Company
                  shall not be required (i) to take any action pursuant to this
                  Section 3(k) that would, in the opinion of counsel for the
                  Company, violate applicable law or (ii) 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.

                  (l) 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 and 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 6 (or such other provisions
                  and procedures acceptable to the Majority


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                  Holders and the Managing Underwriters, if any), with respect
                  to all parties to be indemnified pursuant to Section 6,
                  including the Holders, the underwriters, if any, and the
                  Company.

                  (m) 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 such
                           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
                           its subsidiaries, and cause the Company's officers,
                           directors and employees to supply all relevant
                           information reasonably requested by the Holders of
                           such Transfer Restricted Securities 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 of such
                           Transfer Restricted Securities 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 or otherwise customarily permitted;

                           (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


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                           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

                           (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 3(h) 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 3(m) shall, if reasonably requested by the
Majority Holders or the Managing 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
                           and securities of the Company owned by other
                           securityholders of the Company under the Shelf
                           Registration Statement, except where such offer would
                           conflict with the terms of the Purchase Agreement or
                           would otherwise have a material adverse effect on the
                           ability of Holders to offer and sell their Transfer
                           Restricted Securities under such Shelf Registration
                           Statement.

4.       HOLDERS' AGREEMENTS


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

                  (a) To furnish the information required to be furnished
                  pursuant to Section 3(j) hereof within the time period set
                  forth therein.


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                  (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 3(h) hereof, or until
                  receipt of the Advice. The Company will use its best efforts
                  to minimize the length of a Supplement Delay Period and will
                  terminate such period as soon as practicable but in no event
                  longer than 45 days.

                  (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 request and expense) all copies, other than
                  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.

5.       REGISTRATION EXPENSES


          The Issuers shall bear all expenses incurred in connection with the
performance of its obligations under Sections 2 and 3 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 commissions of any
underwriters with respect to any Transfer Restricted Securities sold by it.


6.       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 the
                  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


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                  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 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 6(d)), any underwriters of Transfer Restricted
Securities 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 Purchaser, the selling Holders
provided in this Section 6(a) and shall, if requested by any Holder, enter into
an underwriting agreement reflecting such agreement, as provided in Section 3(l)
hereof.

                  (b) Each Holder of Transfer Restricted Securities covered by a
                  Shelf Registration Statement (including the Purchaser)
                  severally and not jointly 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


                                       12
<PAGE>   14
                  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 6 of 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 6,
                  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
                  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


                                       13
<PAGE>   15
                  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 6 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
                  except for the Holders and their respective officers,
                  directors, employees, partners, representatives, agents and
                  controlling persons, whose obligations shall be several and
                  not joint) 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 Placement and the Shelf
                  Registration Statement that resulted in such Losses; provided,
                  however, that in no case shall any Holder be responsible, in
                  the aggregate, 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 the amount paid by such Holder
                  for 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, 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 Placement (before deducting
                  expenses) (which shall be $98,000,000) 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 Holders shall be deemed
                  to be equal to the value of receiving shares of Underlying
                  Common Stock that are 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


                                       14
<PAGE>   16
                  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 not guilty of such fraudulent
                  misrepresentation. For purposes of this Section 6, 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 6 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 6
                  hereof, and will survive the sale by a Holder of Transfer
                  Restricted Securities.

7.       RULE 144A AND RULE 144


         Each of the Issuers agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the respective Issuer (i) is not subject to Section 13 or 15(d) of the Exchange
Act, to make available, upon request of any Holder of Transfer Restricted
Securities, to such Holder or beneficial owner of Transfer Restricted Securities
in connection with any sale thereof and to 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 Notes and Underlying Common Stock 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 Notes and
Underlying Common Stock pursuant to Rule 144.


8.       MISCELLANEOUS

                  (a) No Conflicting Agreements. Neither of the Issuers has, as
                  of the date hereof, entered into, nor shall either of them, on
                  or after the date hereof, enter into, any agreement with
                  respect to their respective securities that 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


                                       15
<PAGE>   17
                  Holders of at least a majority of the then outstanding shares
                  of the Underlying Common Stock constituting Transfer
                  Restricted Securities (with Holders of Notes deemed to be the
                  Holders, for purposes of this Section 8(b), of the number of
                  outstanding shares of Underlying Common Stock in which such
                  Notes are convertible). Notwithstanding the foregoing (except
                  the foregoing proviso), a waiver or consent to depart from the
                  provisions hereof with respect to a matter that relates
                  exclusively to the rights of Holders of Transfer Restricted
                  Securities 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 Transfer
                  Restricted Securities 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 of Transfer Restricted Securities,
                           at the most current address given by such Holder to
                           the Company in accordance with the provisions of this
                           Section 9(d);

                           (ii) if to the Purchaser, initially at its address
                           set forth in the Purchase Agreement; and

                           (iii) if to the Issuers, initially at their address
                           set forth in the Purchase Agreement;

                           (iv) or to such other address as such person may have
                           furnished to the other persons identified in this
                           Section 8(c) in writing in accordance herewith.


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


                  (d) Owner of Transfer Restricted Securities. The Company will
                  maintain, or cause its registrar to maintain, a register with
                  respect to the Transfer Restricted Securities in which all
                  transfers of Transfer Restricted Securities of which the
                  Company has received notice will be recorded. The Company may
                  deem and treat the person in whose name Transfer Restricted
                  Securities are registered in such register of the Company as
                  the owner thereof for all purposes, including, without
                  limitation, the giving of notices under this Agreement.

                  (e) 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 Issuers thereto,
                  subsequent Holders of Transfer Restricted Securities. The
                  Issuers


                                       16
<PAGE>   18
                  hereby agree to extend the benefits of this Agreement to any
                  Holder of Transfer Restricted Securities and any such Holder
                  may specifically enforce the provisions of this Agreement as
                  if an original party hereto.

                  (f) 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.

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

                  (h) 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).

                  (i) Submission to Jurisdiction. Each party hereto irrevocably
                  submits to the non-exclusive jurisdiction of the courts of the
                  United States District Court for the Southern District of New
                  York (or, if subject matter jurisdiction in that court is not
                  available, in any state court located within the city of New
                  York) over any dispute arising out of or relating to this
                  Agreement or any agreement or instrument contemplated hereby
                  or entered into in connection herewith or any of the
                  transactions contemplated hereby or thereby. Each party hereto
                  irrevocably consents to the service of any and all process in
                  any action or proceeding arising out of or relating to this
                  Agreement by the mailing of copies of such process to such
                  party at their address specified in Section 8(c).

                  (j) 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.

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


                                       17
<PAGE>   19
                  (l) Entire Agreement. This Agreement is intended by the
                  parties as a final expression of their agreement and is
                  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. Except as provided in
                  the Purchase Agreement and the Indenture, 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 Notes and
                  Underlying Common Stock. This Agreement supersedes all prior
                  agreements and understandings between the parties with respect
                  to such subject matter.


                                       18
<PAGE>   20
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                       NTL INCORPORATED



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



                                       NTL (DELAWARE), INC.



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







SFG VI INC.





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



                                      D-1