Exhibit 2.25


================================================================================
                                                                EXECUTION COPY






                                    INDENTURE

                                   relating to

                     6.0% SENIOR CONVERTIBLE NOTES DUE 2005




                                      among




                           TELEWEST COMMUNICATIONS PLC

                        TELEWEST FINANCE (JERSEY) LIMITED

                                       and

                              THE BANK OF NEW YORK



                                Dated 7 July 2000







                                Latham & Watkins
                                 99 Bishopsgate
                                 London EC2M 3XF
                               Tele: 020 7710 1000
                               Fax: 020 7374 4460

================================================================================



<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                PAGE
<S>                                                                                            <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..............................................1

1.1       DEFINITIONS.............................................................................1
1.2       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT......................................15
1.3       RULES OF CONSTRUCTION..................................................................15


ARTICLE 2 THE NOTES..............................................................................16

2.1       FORM AND DATING........................................................................16
2.2       EXECUTION AND AUTHENTICATION...........................................................17
2.3       REGISTRAR AND PAYING, CONVERSION AND EXCHANGE AGENT....................................17
2.4       HOLDERS TO BE TREATED AS OWNERS; PAYMENTS OF INTEREST..................................18
2.5       PAYING, CONVERSION AND EXCHANGE AGENT TO HOLD MONEY IN TRUST...........................19
2.6       NOTEHOLDER LISTS.......................................................................20
2.7       TRANSFER AND EXCHANGE..................................................................20
2.8       REPLACEMENT NOTES......................................................................29
2.9       OUTSTANDING NOTES......................................................................29
2.10       TREASURY NOTES........................................................................30
2.11       TEMPORARY NOTES.......................................................................30
2.12       CANCELLATION..........................................................................30
2.13       DEFAULTED INTEREST....................................................................31
2.14       CUSIP NUMBER AND ISIN NUMBER..........................................................31
2.15       DEPOSIT OF MONEYS.....................................................................31


ARTICLE 3 REDEMPTION.............................................................................31

3.1       ELECTION TO REDEEM; NOTICES TO TRUSTEE.................................................31
3.2       NOTICE OF REDEMPTION...................................................................32
3.3       EFFECT OF NOTICE OF REDEMPTION.........................................................32
3.4       DEPOSIT OF REDEMPTION PRICE............................................................33


ARTICLE 4 COVENANTS..............................................................................33

4.1       PAYMENT OF NOTES.......................................................................33
4.2       MAINTENANCE OF OFFICE OR AGENCY........................................................33
4.3       CORPORATE EXISTENCE....................................................................33
4.4       PAYMENT OF TAXES AND OTHER CLAIMS......................................................34
4.5       MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW...........34
4.6       COMPLIANCE CERTIFICATES................................................................34
4.7       REPORTS................................................................................35
4.8       LIMITATION ON LIENS SECURING CERTAIN INDEBTEDNESS......................................36
4.9       CHANGE OF CONTROL......................................................................36
4.10       WAIVER OF STAY, EXTENSION OR USURY LAWS...............................................38
4.11       BUSINESS AND EXISTENCE OF THE ISSUER..................................................39
4.12       AMENDMENTS TO CERTAIN AGREEMENTS......................................................39
4.13       CERTAIN OFFERS........................................................................40


ARTICLE 5 [INTENTIONALLY OMITTED]................................................................41


                                       i
<PAGE>
ARTICLE 6 CONVERSION OF NOTES....................................................................41

6.1       CONVERSION AND EXCHANGE RIGHT..........................................................41
6.2       EXERCISE OF CONVERSION AND EXCHANGE RIGHT; FRACTIONS OF PREFERENCE SHARES..............42
6.3       PROCEDURE FOR CONVERSION AND EXCHANGE..................................................43
6.4       CONVERSION PRICE.......................................................................45
6.5       PREFERENCE SHARES AND ORDINARY SHARES..................................................45
6.6       INTEREST ON CONVERSION.................................................................47
6.7       CANCELLATION OF NOTES..................................................................48
6.8       RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS....................................48
6.9       CONVERSION AND EXCHANGE BY TRUSTEE UPON REDEMPTION.....................................48


ARTICLE 7 DEFAULT AND REMEDIES...................................................................49

7.1       EVENTS OF DEFAULT......................................................................49
7.2       ACCELERATION...........................................................................51
7.3       OTHER REMEDIES.........................................................................52
7.4       WAIVER OF PAST DEFAULT.................................................................52
7.5       CONTROL BY MAJORITY....................................................................52
7.6       LIMITATION ON SUITS....................................................................52
7.7       RIGHTS OF HOLDERS TO RECEIVE PAYMENT...................................................53
7.8       COLLECTION SUIT BY TRUSTEE.............................................................53
7.9       TRUSTEE MAY FILE PROOFS OF CLAIM.......................................................53
7.10       PRIORITIES............................................................................54
7.11       UNDERTAKING FOR COSTS.................................................................54
7.12       RESTORATION OF RIGHTS AND REMEDIES....................................................54
7.13       RIGHTS AND REMEDIES CUMULATIVE........................................................55
7.14       DELAY OR OMISSION NOT WAIVER..........................................................55


ARTICLE 8 TRUSTEE................................................................................55

8.1       DUTIES OF TRUSTEE......................................................................55
8.2       RIGHTS OF TRUSTEE......................................................................56
8.3       INDIVIDUAL RIGHTS OF TRUSTEE...........................................................57
8.4       TRUSTEE'S DISCLAIMER...................................................................57
8.5       NOTICE OF DEFAULTS.....................................................................57
8.6       REPORTS BY TRUSTEE TO HOLDERS..........................................................58
8.7       COMPENSATION AND INDEMNITY.............................................................58
8.8       REPLACEMENT OF TRUSTEE.................................................................59
8.9       SUCCESSOR TRUSTEE BY MERGER, ETC.......................................................60
8.10       ELIGIBILITY; DISQUALIFICATION.........................................................60
8.11       MONEY HELD IN TRUST...................................................................60
8.12       WITHHOLDING TAXES.....................................................................60
8.13       CO-TRUSTEES...........................................................................61


ARTICLE 9 DISCHARGE OF INDENTURE; DEFEASANCE.....................................................62

9.1       TERMINATION OF OBLIGATIONS.............................................................62
9.2       LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............................................62
9.3       APPLICATION OF TRUST MONEY.............................................................66
9.4       REPAYMENT TO ISSUER....................................................................66
9.5       REINSTATEMENT..........................................................................67


ARTICLE 10 AMENDMENTS, SUPPLEMENTS AND WAIVERS...................................................67


                                       ii
<PAGE>
10.1       WITHOUT CONSENT OF HOLDERS............................................................67
10.2       WITH CONSENT OF HOLDERS...............................................................68
10.3       COMPLIANCE WITH TRUST INDENTURE ACT...................................................69
10.4       REVOCATION AND EFFECT OF AMENDMENTS AND CONSENTS......................................69
10.5       NOTATION ON OR EXCHANGE OF NOTES......................................................70
10.6       TRUSTEE TO SIGN AND NOTIFY NOTEHOLDERS OF AMENDMENTS, ETC.............................70


ARTICLE 11 NOTE GUARANTEE........................................................................70

11.1       GUARANTEE.............................................................................70
11.2       EXECUTION AND DELIVERY OF NOTE GUARANTEE..............................................71
11.3       GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.....................................72


ARTICLE 12 MISCELLANEOUS.........................................................................72

12.1       TRUST INDENTURE ACT CONTROLS..........................................................72
12.2       NOTICES...............................................................................73
12.3       COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS..........................................74
12.4       CERTIFICATE AND OPINION OF COUNSEL AS TO CONDITIONS PRECEDENT.........................74
12.5       STATEMENTS REQUIRED IN CERTIFICATE AND OPINION OF COUNSEL.............................74
12.6       RULES BY TRUSTEE, PAYING, CONVERSION AND EXCHANGE AGENT, REGISTRAR....................75
12.7       AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES...................75
12.8       LEGAL HOLIDAYS........................................................................75
12.9       GOVERNING LAW.........................................................................76
12.10        NO RECOURSE AGAINST OTHERS..........................................................76
12.11        SUCCESSORS..........................................................................76
12.12        DUPLICATE ORIGINALS.................................................................76
12.13        SEPARABILITY........................................................................76
12.14        TABLE OF CONTENTS, HEADINGS, ETC....................................................76
12.15        NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.......................................76


EXHIBIT A            -         Form of Global Note                                             A-1

EXHIBIT B            -         Form of Definitive Registered Note                              B-1

EXHIBIT C            -         Form of Certificate of Transfer                                 C-1

EXHIBIT D            -         Form of Certificate of Exchange                                 D-1

EXHIBIT E            -         Form of Conversion and Exchange Notice                          E-1

EXHIBIT F            -         Form of Note Guarantee                                          F-1

EXHIBIT G            -         Form of Trustee's Notice of Conversion and Exchange             G-1

</TABLE>





                                      iii
<PAGE>
           INDENTURE dated as of 7 July 2000 (the "INDENTURE") among Telewest
Communications plc, a public limited company incorporated under the laws of
England and Wales, as guarantor, Telewest Finance (Jersey) Limited, a public
company with limited liability organized in the Island of Jersey, as issuer (the
"ISSUER"), and The Bank of New York, a New York banking corporation, as trustee
(the "TRUSTEE").

           The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the 6.0% Senior Convertible Notes due
2005 of the Issuer (the "NOTES") to be issued as provided for in this Indenture.
The Notes may consist of any or all of the Global Notes (as defined herein)
issued on the Issue Date (as defined herein) and any Definitive Registered Notes
(as defined herein) outstanding from time to time.

           The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for the issuance of a full and unconditional guarantee (the
"NOTE GUARANTEE") of the Notes to be issued as provided for in this Indenture.

           In addition, the Issuer has duly authorized the issuance of the
Preference Shares (as defined herein) upon conversion of the Notes, and the
Guarantor has duly authorized the execution and delivery of the Preference Share
Guarantee (as defined herein) to guarantee performance of certain obligations of
the Issuer pursuant to the Preference Shares.

           All things necessary to make each of this Indenture, the Notes, the
Note Guarantee, the Preference Shares and the Preference Share Guarantee a valid
agreement of the Issuer and the Guarantor, as the case may be, enforceable
against each of them in accordance with its terms, have been done, and each of
them has done all things necessary to make (i) the Notes, when executed by the
Issuer and authenticated and delivered by the Trustee hereunder and duly issued
by the Issuer, the valid obligations of the Issuer as hereinafter provided and
(ii) the Guarantees, when executed, delivered and issued by the Guarantor, the
valid obligations of the Guarantor, respectively.

           The parties hereto agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders (as defined below) of the
Notes:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

1.1        DEFINITIONS

           "144A DEFINITIVE REGISTERED NOTE" is defined to mean a Definitive
Registered Note bearing the 144A Legend.

           "144A GLOBAL NOTE" is defined to mean the Global Note bearing the
144A Legend in bearer form without interest coupons that will be issued on the
Issue Date in a principal amount equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A and deposited pursuant to the terms of
the Deposit Agreement.

           "144A LEGEND" is defined to mean the legend initially set forth on
the 144A Notes in the form set forth in Section 2.7(k)(i).

<PAGE>
           "144A NOTES" is defined to mean the 144A Global Note and the 144A
Definitive Registered Notes.

           "144A ORDINARY SHARE LEGEND" is defined to mean the legend, if
required, set forth on the Ordinary Shares in the form set forth in Section
6.5(d)(i).

           "144A PREFERENCE SHARE LEGEND" is defined to mean the legend set
forth on the Preference Shares in the form set forth in Section 6.5(c)(i) if the
Preference Shares are issued in certificated form.

           "AFFILIATE" is defined to mean, as applied to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as applied to any Person, is
defined to mean the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.

           "AGENT" means any Registrar or Paying, Conversion and Exchange Agent.

           "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of DTC that apply to such transfer or exchange.

           "BANKRUPTCY LAW" is defined to mean: (i) Title 11 of the US Code;
(ii) the Companies (Jersey) Law 1991; (iii) the Bankruptcy (Desastre) (Jersey)
Law 1990; (iii) the UK Insolvency Act 1986; or (iv) any other law of the United
States, the Island of Jersey, the United Kingdom, any political subdivision
thereof or any other jurisdiction relating to bankruptcy, insolvency, winding
up, liquidation, reorganization or relief of debtors.

           "BANKRUPTCY ORDER" has the meaning set forth in Section 7.1(b).

           "BOARD" is defined to mean, with respect to any Person, the Board of
Directors of such Person or any committee of such Board authorized to act for
it.

           "BOARD RESOLUTION" is defined to mean, with respect to any Person, a
copy of a resolution certified by a Director or the Secretary or an Assistant
Secretary of such Person as having been duly adopted by the Board of such Person
and as being in full force and effect on the date of such certification, and
delivered to the Trustee.

           "BOOK-ENTRY DEPOSITARY" is defined to mean the book-entry depositary
designated by the Issuer in the Deposit Agreement until a successor depositary
shall have become such pursuant to applicable provisions of the Deposit
Agreement, and thereafter "BOOK-ENTRY DEPOSITARY" shall mean such successor
book-entry depositary.

           "BOOK-ENTRY INTEREST" is defined to mean an indirect beneficial
interest in a Global Note held through a corresponding Depositary Interest and
shown on, and transferred only through, records maintained in book-entry form by
the Depositary.

                                       2
<PAGE>
           "BUSINESS DAY" is defined as any day (other than a Saturday or
Sunday) on which DTC and banks in New York and London are open for business.

           "CAPITAL STOCK" is defined to mean, with respect to any Person, any
and all shares, interests, participations, rights or other equivalents (however
designated, whether voting or non-voting) in the equity of such Person, whether
outstanding at the Issue Date or issued after the Issue Date, including, without
limitation, all Common Stock and Preferred Stock, and any and all rights,
warrants or options exchangeable for or convertible into any thereof.

           "CAPITALIZED LEASE" is defined to mean, as applied to any Person, any
lease or license of, or other agreement conveying the right to use, any property
(whether real, personal or mixed, movable or immovable) of which the present
value of the obligations of such Person to pay rent or other amounts is
required, in conformity with GAAP, to be classified and accounted for as a
finance lease obligation.

           "CAPITALIZED LEASE OBLIGATION" is defined to mean the capitalized
present value of the obligations to pay rent or other amounts under a
Capitalized Lease, determined in accordance with GAAP.

           "CASH EQUIVALENTS" is defined to mean: (i) any evidence of
Indebtedness with a maturity of 180 days or less issued or directly and fully
guaranteed or insured by the United Kingdom or the United States of America or
any agency or instrumentality thereof (provided that the full faith and credit
of the United Kingdom or the United States of America, as the case may be, is
pledged in support thereof or such Indebtedness constitutes a general obligation
of such country or is issued or fully guaranteed or insured by the Lords
Commissioners of Her Majesty's Treasury); (ii) deposits, certificates of deposit
or acceptances with a maturity of 180 days or less of any institution which is
authorized under the Banking Act (United Kingdom) or is a financial institution
that is a member of the Federal Reserve System, in each case having combined
capital and surplus and undivided profits (or any similar capital concept) of
not less than (pound)250 million (or, if non-sterling denominated, the Sterling
Equivalent thereof); (iii) commercial paper with a maturity of 180 days or less
issued by a corporation (other than an Affiliate of the Issuer or the Guarantor)
organized under the laws of the United Kingdom or any part thereof or the United
States or any state thereof or the District of Columbia and rated at least "A-1"
by Standard & Poor's Corporation or "P-1" by Moody's Investors Service; and (iv)
repurchase agreements and reverse repurchase agreements relating to marketable
direct obligations issued or unconditionally guaranteed by the government or the
Lords Commissioners of Her Majesty's Treasury of the United Kingdom or the
United States Government, in each case maturing within one year from the date of
acquisition.

           "CHANGE OF CONTROL" is defined to mean the occurrence of any of the
following events:

           (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), excluding Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total Voting Stock of the Guarantor;


                                       3
<PAGE>
           (b) the Guarantor consolidates with, or merges with or into, another
person or sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of its assets to any person, or any person consolidates
or combines with, or merges with or into, the Guarantor, in any such event
pursuant to a transaction in which the outstanding Voting Stock of the Guarantor
is converted into or exchanged for cash, securities or other property, other
than any such transaction where immediately after such transaction no "person"
or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), excluding the Permitted Holders, is the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be
deemed to have "beneficial ownership" of all securities that such person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 50% of the total
Voting Stock of the surviving or transferee corporation; or

           (c) during any consecutive two-year period, individuals who at the
beginning of such period constituted the Board of the Guarantor (together with
any new directors whose election by the Board of the Guarantor or whose
nomination for election by the stockholders of the Guarantor was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason (other than by action
of the Permitted Holders) to constitute a majority of the Board of the Guarantor
then in office, including, without limitation, by reason of the provisions of
the Guarantor's Articles of Association relating to the rights of certain
classes of stockholders of the Guarantor's Common Stock to designate and remove
directors of the Guarantor;

provided, however, that:

                  (i) to the extent that one or more regulatory approvals are
                  required for one or more of the events or circumstances
                  described in clauses (a) through (c) to become effective under
                  applicable law, such events or circumstances shall be deemed
                  to have occurred at the time such approvals have been obtained
                  and become effective under applicable law; and

                  (ii) no Change of Control shall be deemed to occur solely by
                  reason of the placement of any Voting Stock held by a
                  Permitted Holder into a trust or similar arrangement as a
                  result of a prohibition under the laws or regulations of the
                  European Community or any of its predecessors or successors
                  (the "EC") or the European Union or any of its predecessors or
                  successors (the "EU") or the UK on the ownership of Voting
                  Stock of the Guarantor by persons not organized under or
                  citizens of a country which is a member of the EC or EU or the
                  UK, if the Guarantor delivers an Opinion of Counsel to the
                  Trustee prior thereto confirming such trust or similar
                  arrangement is necessary as a result of such prohibition.

           "CHANGE OF CONTROL OFFER" has the meaning provided in Section 4.9.

           "CHANGE OF CONTROL PAYMENT" has the meaning provided in Section 4.9.

           "CHANGE OF CONTROL PAYMENT DATE" has the meaning provided in Section
4.9.

           "CHANGE OF CONTROL TRIGGERING EVENT" is defined to mean the
occurrence of both a Change of Control and a Rating Decline.


                                       4
<PAGE>
           "CLEARSTREAM BANKING" is defined to mean Clearstream Banking, societe
anonyme.

           "COMMON STOCK" is defined to mean, with respect to any Person, any
and all shares, interests or other participations in, and other equivalents
(however designated and whether voting or non-voting) of such Person's common
stock or ordinary shares, whether or not outstanding at the Issue Date, and
includes, without limitation, all series and classes of such common stock or
ordinary shares.

           "CONVERSION AND EXCHANGE DATE" has the meaning set forth in Section
6.3(e).

           "CONVERSION AND EXCHANGE NOTICE" has the meaning set forth in Section
6.3(a).

           "CONVERSION AND EXCHANGE NOTICE DATE" has the meaning set forth in
Section 6.3(e).

           "CONVERSION PRICE" is the price at which Preference Shares are
issuable upon conversion of the Notes, set forth in Section 6.4.

           "CONVERSION AND EXCHANGE RIGHT" has the meaning set forth in Section
6.1.

           "CURRENCY AGREEMENT" is defined to mean any foreign exchange
contract, currency swap agreement or other similar agreement or arrangement
designed to protect the Guarantor or any Restricted Subsidiary against
fluctuations in currency values.

           "DEALING DAY" means a day on which the London Stock Exchange is open
for business.

           "DEBT SECURITIES" is defined to mean any securities (excluding (x)
notes or other instruments evidencing commercial loans made by and (y) bills of
exchange drawn on, banks or similar financial lending institutions) issued by
the Guarantor (including by means of any Guarantee by the Guarantor of
securities of another person), whether in a public offering or private
placement.

           "DEFAULT" is defined to mean any event that is, or after notice or
passage of time or both would be, an Event of Default.

           "DEFAULT AMOUNT" is defined to mean 100% of the Principal Amount of
the Notes.

           "DEFINITIVE REGISTERED NOTE" is defined to mean any Note registered
in the Register, the form of which is attached hereto as Exhibit B.

           "DEPOSIT AGREEMENT" is defined to mean the Deposit Agreement, dated
the date of this Indenture, among the Issuer, the Guarantor, The Bank of New
York, as Book-Entry Depositary and Trustee, and the holders and beneficial
owners of the Depositary Interests, as amended from time to time in accordance
with the provisions thereof.

           "DEPOSITARY" is defined to mean DTC and its nominees and successors.

           "DEPOSITARY INTEREST" is defined to mean a certificateless depositary
interest representing a 100% beneficial interest in the applicable Global Note.


                                       5
<PAGE>
           "DTC" is defined to mean the Depository Trust Company.

           "EUROCLEAR" is defined to mean Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear system.

           "EXCHANGE ACT" is defined to mean the US Securities Exchange Act of
1934, as amended.

           "EXCHANGE PRICE" has the meaning set forth in the Memorandum and
Articles of Association.

           "EXISTING INDENTURES" is defined to mean the Indenture, dated as of 3
October 1995, between the Company and The Bank of New York, as Trustee,
governing the issuance of the Guarantor's 9 5/8% Senior Debentures due 2006 and
the Indenture, dated as of 3 October 1995, between the Guarantor and The Bank of
New York, as Trustee, governing the issuance of the Guarantor's 11% Senior
Discount Debentures due 2007.

           "FAIR MARKET VALUE" is defined to mean, with respect to any asset or
property, the price that could be negotiated in an arms-length free market
transaction, for cash, between a willing seller and a willing buyer, neither of
whom is under pressure or compulsion to complete the transaction. Unless
otherwise specified in the Indenture, Fair Market Value shall be determined by
the Board of the Guarantor acting in good faith and shall be evidenced by a
Board Resolution delivered to the Trustee.

           "GAAP" is defined to mean, at any date of determination, generally
accepted accounting principles in effect in the US which are applicable as of
the Issue Date.

           "GLOBAL NOTE(S)" is defined to mean one or more bearer global notes,
without coupons, substantially in the form of Exhibit A attached hereto and
deposited pursuant to the Deposit Agreement.

           "GOVERNMENT OBLIGATIONS" is defined to mean direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof), for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

           "GUARANTEE" is defined to mean any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or
other obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person:

           (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation of such other Person
(whether arising by virtue of partnership arrangements, or by agreements to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise); or

           (b) entered into for purposes of assuring in any other manner the
obligee of such Indebtedness or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part).


                                       6
<PAGE>
           The term "GUARANTEE" shall not include endorsements for collection or
deposit in the ordinary course of business. The term "GUARANTEE" used as a verb
has a corresponding meaning.

           "GUARANTOR" means the party named as such in the Indenture until a
successor replaces it in accordance with the provisions of this Indenture and,
thereafter, means the successor.

           "HOLDER" is defined to mean (a) in the case of any Global Note, the
bearer thereof, which shall initially be the Book-Entry Depositary, and (b) in
the case of any Definitive Registered Note, the Person in whose name such Note
is registered in the Register.

           "INDEBTEDNESS" is defined to mean, with respect to any Person at any
date of determination (without duplication):

           (a) any liability, contingent or otherwise, of such Person for
borrowed money;

           (b) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments;

           (c) all obligations of such Person in respect of letters of credit or
other similar instruments (including reimbursement obligations with respect
thereto and purchase money obligations);

           (d) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services, which purchase price is due more than
180 days after the date of placing such property in service or taking delivery
and title thereto or the completion of such services, except Trade Payables;

           (e) all obligations of such Person as lessee under Capitalized
Leases;

           (f) all Indebtedness of other Persons secured by a Lien on any asset
of such Person, whether or not such Indebtedness is assumed by or is otherwise
the legal liability of such Person, provided that the amount of such
Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at
such date of determination, and (B) the amount of such Indebtedness;

           (g) all Indebtedness of other Persons Guaranteed by such Person or
which is otherwise the legal liability of such Person to the extent such
Indebtedness is Guaranteed by or is otherwise the legal liability of such
Person;

           (h) to the extent not otherwise included in this definition,
obligations under Currency Agreements and Interest Rate Protection Obligations;
and

           (i) any and all deferrals, renewals, extensions and refundings of, or
amendments of or supplements to, any liability or obligation of the kind
described in this definition.

           The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation, provided that
the amount outstanding at any time of any Indebtedness issued with original


                                       7
<PAGE>
issue discount is the face amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP.

           "INDENTURE" is defined to mean this Indenture as amended or
supplemented from time to time pursuant to the terms hereof.

           "INDIRECT PARTICIPANT" is defined to mean a Person who holds a
Book-Entry Interest through a Participant.

           "INITIAL PURCHASERS" is defined to mean Merrill Lynch International
Limited, Salomon Brothers International Limited, Kleinwort Benson Limited and
Cazenove & Co.

           "INTERCOMPANY LOAN" means the intercompany loan agreement, dated the
date of this Indenture, between the Guarantor, as borrower, and the Issuer, as
lender, pursuant to which the proceeds from the issuance of the Notes on such
date are loaned by the Issuer to the Company.

           "INTEREST PAYMENT DATE" when used with respect to any Note, is
defined to mean the Stated Maturity of an installment of interest specified in
such Note.

           "INTEREST RATE PROTECTION OBLIGATIONS" is defined to mean the
obligations of any Person pursuant to any arrangement with any other Person
whereby, directly or indirectly, such Person is entitled to receive from time to
time periodic payments calculated by applying either a floating or a fixed rate
of interest on a stated notional amount and shall include, without limitation,
interest rate swaps, caps, floors, collars, forward interest rate agreements and
similar agreements.

           "INVESTMENT" is defined to mean, with respect to any Person, all
direct or indirect investments by such Person in other Persons (including
Affiliates) in the form of loans (including Guarantees or other obligations),
advances or capital contributions, and all purchases or other acquisitions for
consideration of Indebtedness, share capital or other securities of any other
Person (including Affiliates), together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.

           "INVESTMENT GRADE" is defined to mean BBB- or higher by S&P or Baa3
or higher by Moody's or the equivalent of such ratings by S&P or Moody's. In the
event that the Guarantor shall be permitted to select any other Rating Agency,
the equivalent of such ratings by such Rating Agency shall be used.

           "ISSUE DATE" is defined to mean 7 July 2000, the original date of
issuance of the Notes.

           "LEGAL HOLIDAY" is defined to mean any day other than a Business Day.

           "LIEN" is defined to mean any mortgage, charge, pledge, security
interest, encumbrance, lien (statutory or other), hypothecation, assignment for
security, claim, or preference or priority or other encumbrance of any kind upon
or with respect to any property (including, without limitation, any conditional
sale or other title retention agreement or lease in the nature thereof, any sale


                                       8
<PAGE>
with recourse against the seller or any Affiliate of the seller, or any
agreement to give any security interest).

           "LONDON BUSINESS DAY" is defined to mean a day in London on which
banks are open for business and are not required or permitted by law to be
closed.

           "LONDON STOCK EXCHANGE" is defined to mean the London Stock Exchange
Limited.

           "MATURITY DATE" is defined to mean 7 July 2005.

           "MEMORANDUM AND ARTICLES OF ASSOCIATION" is defined to mean the
Memorandum and Articles of Association of the Issuer, as in effect on the date
of this Indenture or amended thereafter in accordance with Section 4.12 hereof.

           "MOODY'S" is defined to mean Moody's Investors Service Limited and
its successors.

           "NOMINAL SHARES" has the meaning set forth in the Memorandum and
Articles of Association.

           "NOTEHOLDER" is defined to mean any Holder of Notes.

           "NOTE GUARANTEE" is defined to mean the guarantee by the Guarantor of
the Issuer's obligations hereunder more fully set out in Article 11.

           "OFFICER" is defined to mean, with respect to any Person, the
Chairman of the Board, the Deputy Chairman of the Board, the Chief Executive
Officer, the Finance Director, any Senior Vice President, the Chief Operating
Officer, the Treasurer, the General Counsel and Secretary, the Controller or any
Director of such Person.

           "OFFICER'S CERTIFICATE" is defined to mean a certificate signed by
any of the Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the Finance Director or the Secretary of the relevant Person.

           "OPINION OF COUNSEL" is defined to mean a written opinion from legal
counsel who is reasonably acceptable to the Trustee, which may include an
individual employed as counsel to the Trustee.

           "ORDINARY SHARES" is defined to mean (i) the ordinary shares, 10
pence nominal value, of the Guarantor issuable upon exercise of a Conversion and
Exchange Right and (ii) all other rights, securities, cash or property which
become issuable upon exercise of a Conversion and Exchange Right in accordance
with the terms of the Memorandum and Articles of Association and the Preference
Share Guarantee.

           "PARI PASSU DEBT SECURITIES" is defined to mean any Debt Securities
that rank pari passu in right of payment to the Note Guarantee.

           "PARTICIPANT" means a Person who has an account with DTC (which
includes Euroclear and Clearstream Banking).

           "PAYING, CONVERSION AND EXCHANGE AGENCY AGREEMENT" is defined to mean
the Paying, Conversion and Exchange Agency Agreement, dated the date of this
Indenture, among the Issuer, the Guarantor, The Bank of New York, as Principal


                                       9
<PAGE>
Paying, Conversion and Exchange Agent, the Trustee, the Book-Entry Depositary,
Lloyds TSB Registrar, as Transfer Agent, and Ogier Secretaries Limited, as
Preference Share Registrar, as amended from time to time in accordance with the
provisions thereof.

           "PAYING, CONVERSION AND EXCHANGE AGENT" has the meaning provided in
Section 2.3.

           "PERMITTED HOLDERS" is defined to mean TeleCommunications Inc., a
Delaware corporation, MediaOne Group, Inc., a Delaware corporation, Liberty
Media Corporation, a Delaware corporation, any holding company formed to hold a
majority of Voting Stock of Liberty Media Corporation, AT&T Corp., a New York
corporation, Microsoft Corporation, a Delaware corporation, and their controlled
Affiliates.

           "PERMITTED LIENS" means:

           (a) Liens incurred or deposits made to secure the performance of
tenders, bids, leases, subleases, statutory or regulatory obligations, licenses,
sublicenses, obligations for utilities, surety and appeal bonds or other
obligations of a like nature incurred in the ordinary course of business;

           (b) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor;

           (c) statutory Liens of landlords and carriers, warehousemen,
mechanics, suppliers, materialmen, repairmen or other like Liens arising in the
ordinary course of business of the Issuer and with respect to amounts not yet
delinquent or being contested in good faith by appropriate proceedings;

           (d) easements, rights-of-way, restrictions and other similar charges
or encumbrances not interfering in any material respect with the business of the
Issuer incurred in the ordinary course of business;

           (e) Liens arising by reason of judgement, decree or order of any
court so long as such Lien is adequately bonded and any appropriate legal
proceedings that may have been duly initiated for the review of such judgment,
decree or order shall not have been finally terminated or the period within
which such proceedings may be initiated shall not have expired;

           (f) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security or other similar legislation and other
insurance-related obligations (including, without limitation, pledges or
deposits securing liability to insurance carriers under insurance or
self-insurance arrangements); and

           (g) any interest or title of a lessor in the property subject to any
lease which, in each case, is permitted under the Indenture.


                                       10
<PAGE>
           "PERSON" is defined to mean any individual, corporation, partnership,
joint venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

           "PREFERENCE SHARE GUARANTEE" is defined to mean the guarantee, dated
the date of this Indenture, among the Issuer, the Guarantor and the Trustee,
pursuant to which the Guarantor has guaranteed certain obligations of the Issuer
in respect of the Preference Shares, as amended from time to time in accordance
with the provisions thereof.

           "PREFERENCE SHARE REGISTRAR" means Ogier Secretaries Limited, as
registrar for the Preference Shares and any successor thereto that becomes a
party to the Paying, Conversion and Exchange Agency Agreement.

           "PREFERENCE SHARES" has the meaning set forth in the Memorandum and
Articles of Association.

           "PREFERRED STOCK" is defined to mean, with respect to any Person, any
and all shares, interests, participations or other equivalents (however
designated) of such Person's preferred stock or preference shares, whether now
outstanding, or issued after the Issue Date, and including, without limitation,
all classes and series of preferred stock or preference shares of such Person.

           "PRINCIPAL PAYING, CONVERSION AND EXCHANGE AGENT" has the meaning
provided in Section 2.3.

           "POUNDS STERLING" is defined to mean the lawful currency of the
United Kingdom.

           "PRINCIPAL," "PRINCIPAL," "PRINCIPAL AMOUNT" or "PRINCIPAL AMOUNT" of
a debt security (including the Notes) is defined to mean the principal amount of
the security plus, when appropriate, the premium, if any, on the security. Such
amount shall, if applicable, be calculated by reference to the last sentence of
the definition of "Indebtedness."

           "QIB" is defined to mean a "qualified institutional buyer," as
defined in Rule 144A.

           "RATING AGENCIES" is defined to mean: (i) S&P, (ii) Moody's, and
(iii) if S&P or Moody's or both shall not make a rating of the Notes publicly
available, a nationally recognized securities rating agency or agencies, as the
case may be, selected by the Guarantor, which shall be substituted for S&P or
Moody's or both, as the case may be.

           "RATING CATEGORY" is defined to mean: (i) with respect to S&P, any of
the following categories BB, B, CCC, CC, C and D (or equivalent successor
categories); (ii) with respect to Moody's, any of the following categories: Ba,
B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the
equivalent of any such category of S&P or Moody's used by another Rating Agency.
In determining whether the rating of the Notes has decreased by one or more
gradations, gradations within Rating Categories (+ and - for S&P, 1, 2 and 3 for
Moody's; or the equivalent gradations for another Rating Agency) shall be taken
into account (e.g., with respect to S&P, a decline in a rating from BB to BB-,
as well as from BB- to B+, will constitute a decrease of one gradation).


                                       11
<PAGE>
           "RATING DATE" is defined to mean that date which is 90 days prior to
the earlier of (i) a Change of Control and (ii) public notice of the occurrence
of a Change of Control or of the intention by the Guarantor or any Permitted
Holder to effect a Change of Control.

           "RATING DECLINE" is defined to mean the occurrence on, or within six
months after, the date of public notice of the occurrence of a Change of Control
or of the intention by the Guarantor or any Permitted Holder to effect a Change
of Control (which period shall be extended so long as the rating of the Notes is
under publicly announced consideration for possible downgrade by any of the
Rating Agencies) of any of:

           (a) in the event the Notes are rated by both Moody's and S&P on the
Rating Date as Investment Grade, the rating of the Notes by either Rating Agency
shall be below Investment Grade;

           (b) in the event the Notes are rated by either, but not both, of the
Rating Agencies on the Rating Date as Investment Grade, the rating of the Notes
by both Rating Agencies shall be below Investment Grade;

           (c) in the event the Notes are rated below Investment Grade by both
Rating Agencies on the Rating Date, the rating of the Notes by either Rating
Agency shall be decreased by one or more gradations (including gradations within
Rating Categories as well as between Rating Categories); or

           (d) in the event the Notes are not rated, a Rating Decline (as
defined in the Existing Indentures) occurs.

           "RECORD DATE" has the meaning provided in Section 2.4(b).

           "REDEMPTION DATE" is defined to mean, with respect to any Note, the
date on which such Note is to be redeemed by the Issuer pursuant to the terms of
the Notes.

           "REGISTER" has the meaning provided in Section 2.3.

           "REGISTRAR" has the meaning provided in Section 2.3.

           "REGULATION S" is defined to mean Regulation S under the Securities
Act.

           "REGULATION S DEFINITIVE REGISTERED NOTE" is defined to mean a
Definitive Registered Note bearing the Regulation S Legend.

           "REGULATION S GLOBAL NOTE" is defined to mean the Global Note bearing
the Regulation S Legend in bearer form without interest coupons that will be
issued on the Issue Date in a principal amount equal to the outstanding
principal amount of the Notes sold in reliance on Regulation S and deposited
pursuant to the terms of the Deposit Agreement.

           "REGULATION S LEGEND" is defined to mean the legend initially set
forth on the Regulation S Notes in the form set forth in Section 2.7(k)(ii).

           "REGULATION S ORDINARY SHARE LEGEND" is defined to mean the legend,
if required, set forth on the Ordinary Shares in the form set forth in Section
6.5(d)(ii).

                                       12
<PAGE>
           "REGULATION S PREFERENCE SHARE LEGEND" is defined to mean the legend
set forth on the Preference Shares in the form set forth in Section 6.5(c)(ii)
if the Preference Shares are issued in certificated form.

           "REGULATION S NOTES" is defined to mean the Regulation S Global Notes
and the Regulation S Definitive Registered Notes.

           "RESPONSIBLE OFFICER" is defined to mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

           "RESTRICTED SUBSIDIARY" is defined to mean any Subsidiary of the
Guarantor (including any newly acquired or newly formed Subsidiary of the
Guarantor) other than an Unrestricted Subsidiary.

           "RULE 144A" is defined to mean Rule 144A under the Securities Act.

           "S&P" is defined to mean Standard & Poor's Corporation.

           "SEC" means the US Securities and Exchange Commission.

           "SECURITIES ACT" is defined to mean the US Securities Act of 1933, as
amended.

           "SHARE EXCHANGE RIGHT" has the meaning set forth in the Memorandum
and Articles of Association.

           "SIGNIFICANT SUBSIDIARY" is defined to mean, at any date of
determination, any Restricted Subsidiary of the Guarantor that, together with
its Subsidiaries, (i) for the most recent fiscal year of the Guarantor,
accounted for more than 10% of the consolidated revenues of the Guarantor and
its Restricted Subsidiaries or (ii) as of the end of such fiscal year, was the
owner of more than 10% of the consolidated assets of the Guarantor and its
Restricted Subsidiaries, all as set forth on the most recently available
consolidated financial statements of the Guarantor for such fiscal year.

           "STATED MATURITY" is defined to mean: (i) with respect to any
Indebtedness, the date specified in such Indebtedness as the fixed date on which
the final installment of principal of such Indebtedness is due and payable; and
(ii) with respect to any scheduled installment of principal of or interest on
any Indebtedness, the date specified in such Indebtedness as the fixed date on
which such installment is due and payable.

           "STERLING EQUIVALENT" is defined to mean, with respect to any
monetary amount in a currency other than Pounds Sterling, at any time for the
determination thereof, the amount of Pounds Sterling obtained by converting such
foreign currency involved in such computation into Pounds Sterling at the spot
rate for the purchase of Pounds Sterling with the applicable foreign currency as
quoted by The Financial Times (London Edition) published on the last London
Business Day immediately preceding such determination.


                                       13
<PAGE>
           "SUBORDINATED DEBT SECURITIES" is defined to mean any Debt Securities
which are expressly subordinated in right of payment to the Note Guarantee.

           "SUBSIDIARY" is defined to mean, with respect to any Person, any
corporation, association or other business entity (i) of which outstanding
Capital Stock having at least a majority of the votes entitled to be cast in the
election of directors is owned, directly or indirectly, by such Person and one
or more other Subsidiaries of such Person, or (ii) of which at least a majority
of voting interest is owned, directly or indirectly, by such Person and one or
more other Subsidiaries of such Person.

           "TAX" is defined to mean any tax, duty, levy, impost, assessment or
other governmental charge (including penalties, interest and any other
liabilities related thereto).

           "TIA" is defined to mean the US Trust Indenture Act of 1939 (15 US
Code ss.ss. 77aaa-77bbbb) as in effect on the date of this Indenture.

           "TRADE PAYABLES" is defined to mean, with respect to any Person, any
accounts payable or any other Indebtedness or monetary obligation to trade
creditors created, assumed or Guaranteed by such Person or any of its
Subsidiaries arising in the ordinary course of business in connection with the
acquisition of goods or services.

           "TRANSFER AGENT" means Lloyds TSB Registrar, as registrar for the
Ordinary Shares and any successor thereto that becomes a party to the Paying,
Conversion and Exchange Agency Agreement.

           "TRUSTEE" is defined to mean the party named as such in this
Indenture until a successor replaces it in accordance with the provision of this
Indenture and thereafter is defined to mean such successor.

           "UK" or "UNITED KINGDOM" is defined to mean the United Kingdom of
Great Britain and Northern Ireland.

           "UNRESTRICTED DEFINITIVE REGISTERED NOTE" is defined to mean one or
more Definitive Registered Notes that do not and are not required to bear the
144A Legend or the Regulation S Legend.

           "UNRESTRICTED SUBSIDIARY" is defined to mean any entity designated as
an "UNRESTRICTED SUBSIDIARY" of the Guarantor in accordance with the Indenture,
dated November 9, 1998 between the Guarantor and The Bank of New York, as
Trustee.

           "US" or "UNITED STATES" is defined to mean the United States of
America and its territories and possessions and any other areas subject to its
jurisdiction.

           "VOTING STOCK" is defined to mean with respect to any Person, Capital
Stock of any class or kind ordinarily having the power to vote for the election
of directors, managers or other voting members of the governing body of such
Person.

           "WHOLLY-OWNED" is defined to mean, with respect to any Subsidiary of
any Person, any Subsidiary all of the outstanding Capital Stock (other than any
director's qualifying shares or Investments by foreign nationals mandated by


                                       14
<PAGE>
applicable law) of which is owned by such Person or one or more Wholly-Owned
Subsidiaries of such Person.

1.2        INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

           This Indenture will at all times be subject to, and shall be governed
by the provisions of the TIA applicable to, indentures qualified thereunder
whether or not this Indenture has been qualified under the TIA, and any
reference to actions required to be taken by or in accordance with the TIA shall
apply as if this Indenture were so qualified under the TIA. Whenever this
Indenture refers to a provision of the TIA, the provision shall be deemed
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

           (a) "COMMISSION" means the SEC;

           (b) "INDENTURE DEBENTURE" means the Notes;

           (c) "INDENTURE SECURITY HOLDER" means a Holder or Noteholder;

           (d) "INDENTURE TO BE QUALIFIED" means this Indenture;

           (e) "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee;
and

           (f) "OBLIGOR" on the indenture debenture means the Issuer or any
other obligor on the Notes.

           All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings so assigned to them therein.

1.3        RULES OF CONSTRUCTION

           Unless the context otherwise requires:

           (a) a term has the meaning assigned to it;

           (b) "OR" is not exclusive;

           (c) words in the singular include the plural, and words in the plural
include the singular;

           (d) "HEREIN," "HEREOF" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
Subsection;

           (e) unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered hereunder shall be
prepared in accordance with GAAP as in effect from time to time, applied on a
basis consistent with the most recent audited consolidated financial statements
of the Guarantor and the Issuer; and


                                       15
<PAGE>
           (f) "US DOLLARS," "UNITED STATES DOLLARS," "US$" and the symbol "$"
each refer to United States dollars, or such other money of the United States
that at the time of payment is legal tender for payment of public and private
debts; and the symbol "(POUND)" and "POUNDS STERLING" refer to pounds or pounds
Sterling, or such other money of the United Kingdom that at the time of payment
is legal tender for payment of public and private debts.

                                    ARTICLE 2
                                    THE NOTES

2.1        FORM AND DATING

           (a) Global Notes. Notes offered and sold in reliance on Rule 144A to
QIBs who elect to take delivery thereof in the form of Book-Entry Interests
shall be issued initially in the form of a 144A Global Note, which shall be
deposited on behalf of the purchasers of the Notes represented thereby pursuant
to the Deposit Agreement, duly executed by the Issuer and the Guarantor, and
authenticated by the Trustee as hereinafter provided. Notes offered and sold in
reliance on Regulation S to purchasers who elect to take delivery thereof in the
form of Book-Entry Interests shall be issued initially in the form of the
Regulation S Global Note, which shall be deposited pursuant to the Deposit
Agreement, duly executed by the Issuer and the Guarantor, and authenticated by
the Trustee as hereinafter provided.

           Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, repurchases and transfers of interests therein, and
conversions thereof, in accordance with the terms of this Indenture.

           Ownership of interests in the Global Notes will be limited to persons
that have accounts with DTC, including Euroclear and Clearstream Banking, or
Indirect Participants. Book-Entry Interests in the Global Notes will be shown
on, and transfers thereof will be effected only through, records maintained in
book-entry form by DTC and its Participants. The provisions of the "Operating
Procedures of the Euroclear System" and "Terms and Conditions Governing Use of
Euroclear" and the "General Terms and Conditions of Clearstream Banking" and
"Customer Handbook" of Clearstream Banking shall be applicable to interests in
Global Notes held by Indirect Participants through Euroclear and Clearstream
Banking.

           Except as set forth in Section 2.7(a) hereof, the Global Notes may be
transferred, in whole and not in part, only to a successor of the Book-Entry
Depositary in accordance with the Deposit Agreement.

           (b) Definitive Registered Notes. Definitive Registered Notes issued
upon transfer of a Book-Entry Interest or a Definitive Registered Note, or in
exchange for a Book-Entry Interest or a Definitive Registered Note, shall be
issued in accordance with this Indenture and the Paying, Conversion and Exchange
Agency Agreement.

           (c) Book-Entry Provisions. Neither the Depositary nor the
Participants shall have any rights either under this Indenture or under any
Global Note held on their behalf by the Book-Entry Depositary. Notwithstanding
the foregoing, nothing herein shall prevent the Issuer, the Guarantor, the


                                       16
<PAGE>
Trustee or any Agent of the Issuer, the Guarantor or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or the Book-Entry Depositary or impair, as between the Book-Entry
Depositary and the Depositary and its Participants, the operation of customary
practices of such Depositary governing the exercise of the rights of an owner of
a beneficial interest in any Global Note.

           (d) Note Forms. The provisions of the form of Notes contained in
Exhibit A and Exhibit B hereto are incorporated herein by reference. The Global
Notes shall be issuable only in bearer form and the Definitive Registered Notes
shall be issuable only in registered form. The Notes shall be issued without
coupons and only in denominations of $1,000 principal amount or any integral
multiple thereof.

           (e) Dating. Each Note shall be dated the date of its authentication.

2.2        EXECUTION AND AUTHENTICATION

           An Officer of the Issuer shall execute the Notes on behalf of the
Issuer by manual or facsimile signature. The Issuer's seal may but need not be
impressed, affixed, imprinted or reproduced on the Notes.

           If an Officer whose signature is on a Note no longer holds that
office at the time the Trustee authenticates the Note or at any time thereafter,
the Note shall be valid nevertheless.

           A Note shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Note. Such
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.

           The Trustee shall authenticate Notes on the Issue Date in an
aggregate principal amount of $500.0 million, upon receipt of an Officer's
Certificate signed by an Officer of the Issuer directing the Trustee to
authenticate the Notes and certifying that all conditions precedent to the
issuance of the Notes contained herein have been complied with. In no event may
the aggregate principal amount of Notes outstanding at any time exceed $500.0
million, except as provided in Section 2.8.

           The Trustee may appoint an authenticating agent acceptable to the
Issuer to authenticate Notes. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. Such authenticating agent shall have the same
rights as the Trustee in any dealings hereunder with the Issuer or with any of
the Issuer's Affiliates.

2.3        REGISTRAR AND PAYING, CONVERSION AND EXCHANGE AGENT

           The Issuer shall maintain (i) an office or agency in each of the
Borough of Manhattan in The City of New York, State of New York where Definitive
Registered Notes may be presented for registration of transfer or for exchange
(the "REGISTRAR"), (ii) an office or agency in the Borough of Manhattan, The
City of New York, State of New York where Notes may be presented for payment,
conversion and annotation of increases and decreases of the principal amount
thereof, (iii) for so long as the Notes are listed on the London Stock Exchange,


                                       17
<PAGE>
an office or agency in London, England where Notes may be presented for payment,
conversion and annotation of increases and decreases of the principal amount
thereof, and (iv) an office or agency where notices and demands to or upon the
Issuer and/or the Guarantor in respect of the Notes and this Indenture may be
served. Each such office or agency referred to in clause (i) above shall be
referred to as the "REGISTRAR," each such office or agency referred to in clause
(ii) above shall be referred to as the "PRINCIPAL PAYING, CONVERSION AND
EXCHANGE AGENT," each such office or agency referred to in clause (iii) shall be
referred to as a "PAYING, CONVERSION AND EXCHANGE AGENT," and together, they
shall be referred to as the "PAYING, CONVERSION AND EXCHANGE AGENTS."

           The Issuer may appoint one or more co-Registrars and one or more
additional Paying, Conversion and Exchange Agents and the terms "REGISTRAR" and
"PAYING, CONVERSION AND EXCHANGE AGENT" shall include any such additional
co-Registrar or Paying, Conversion and Exchange Agent, as applicable; provided,
however, that in no event may (i) the Principal Paying, Conversion and Exchange
Agent be resident in the United Kingdom or act in such capacity through any
agent resident in the United Kingdom and (ii) the Issuer, the Guarantor or any
of their Affiliates act as Paying, Conversion and Exchange Agent. The Issuer
shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture and the agreement shall implement the provisions of this
Indenture that relate to such Agent. Without limiting the foregoing, each such
agreement appointing a Principal Paying, Conversion and Exchange Agent must
contain provisions substantially to the effect of Section 2.7 hereof. The Issuer
shall notify the Trustee of the name and address of any such Agent. If the
Issuer fails to maintain a Registrar or Paying, Conversion and Exchange Agent,
or fails to give the foregoing notice, the Trustee shall act as such and shall
be entitled to appropriate compensation in accordance with Section 8.7.

           The Registrar shall keep a register (the "REGISTER") of the
Definitive Registered Notes and of their transfer and exchange. Any notice to be
given under this Indenture or under the Notes by the Trustee, the Issuer or the
Guarantor to Noteholders shall be mailed by first class mail to each Holder of
Definitive Registered Notes at their address as it appears at the time of such
mailing in the Register, and to the Holder of the Global Note.

           The Issuer and the Guarantor hereby direct and request the Trustee
and the Registrar, and each of the Trustee and the Registrar agrees, to maintain
the Register at all times outside of the United Kingdom and to ensure that no
copy of the Register is transported or otherwise to any location in the United
Kingdom.

           The Issuer hereby appoints (i) the corporate trust office of the
Trustee at the address set forth in Section 12.2, as a Registrar and the
Principal Paying, Conversion and Exchange Agent with respect to the Notes, and
as agent for service of notices and demands in connection with the Notes and
this Indenture and (ii) the corporate trust office of the Trustee at 46 Berekely
Street, London W1X 6AA, England, Attention: Corporate Trust
Administration--International Finance Unit, as a Paying, Conversion and Exchange
Agent with respect to the Notes.

2.4        HOLDERS TO BE TREATED AS OWNERS; PAYMENTS OF INTEREST

           (a) The Issuer, the Paying, Conversion and Exchange Agents, the
Registrar, the Trustee and any agent of the Issuer, any Paying, Conversion and
Exchange Agent, the Registrar or the Trustee may deem and treat the person in


                                       18
<PAGE>
whose name any Definitive Registered Note is registered as the absolute owner of
such Note for the purpose of receiving payment of or on account of the Principal
of and, subject to the provisions of this Indenture, interest on such Definitive
Registered Note and for all other purposes; and neither the Issuer, any Paying,
Conversion and Exchange Agent, the Registrar, the Trustee nor any agent of the
Issuer, any Paying, Conversion and Exchange Agent, the Registrar or the Trustee
shall be affected by any notice to the contrary. The Issuer, the Principal
Paying, Conversion and Exchange Agent, the Registrar, the Trustee and any agent
of the Issuer, the Principal Paying, Conversion and Exchange Agent, the
Registrar or the Trustee may treat the Holder of the Global Note as the absolute
owner thereof for the purposes of receiving payment of or on account of the
Principal of and, subject to the provisions of this Indenture, interest on, such
Global Note and for all other purposes; and neither the Issuer, the Principal
Paying, Conversion and Exchange Agent, the Registrar, the Trustee, nor any agent
of the Issuer, the Principal Paying, Conversion and Exchange Agent, the
Registrar or the Trustee shall be affected by any notice to the contrary. All
such payments so made to any such Person, or upon his order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any Note.

           (b) Subject to Section 6.6, the Person in whose name any Definitive
Registered Note is registered at the close of business on any record date with
respect to any Interest Payment Date shall be entitled to receive the interest
payable on such Interest Payment Date notwithstanding any transfer or exchange
of such Definitive Registered Note subsequent to the record date and prior to
such Interest Payment Date, except if and to the extent the Issuer shall default
in the payment of the interest due on such Interest Payment Date, in which case
such defaulted interest shall be paid in accordance with Section 2.13. The term
"RECORD DATE" as used with respect to any Interest Payment Date for the Notes
shall mean the date specified as such in the Notes. Payments of interest on the
Global Note will be made to the Holder of the Global Note on each Interest
Payment Date; provided that, in the event of an exchange or transfer of a
Book-Entry Interest in a Global Note for Definitive Registered Notes subsequent
to a record date or any special record date and prior to or on the related
Interest Payment Date or other payment date under Section 2.13, any payment of
the interest payable on such payment date with respect to any such Definitive
Registered Note shall be made to the Holder of the Global Note, notwithstanding
Section 2.13 or any other provision hereof to the contrary; and further provided
that, in the event of any transfer or exchange of a Definitive Registered Note
for a Book-Entry Interest in a Global Note subsequent to a record date or any
special record date and prior to or on the related Interest Payment Date or
other payment date under Section 2.13, any payment of the interest payable on
such payment date with respect to any such Definitive Registered Note shall be
made, subject to Section 6.6, to the Person in whose name such Definitive
Registered Note was registered on such record date notwithstanding Section 2.13.

2.5        PAYING, CONVERSION AND EXCHANGE AGENT TO HOLD MONEY IN TRUST

           Each Paying, Conversion and Exchange Agent shall hold in trust for
the benefit of the Noteholders or the Trustee all money held by the Paying,
Conversion and Exchange Agent for the payment of principal of, or interest on,
the Notes (whether such money has been paid to it by the Issuer or any other
obligor on the Notes), and the Issuer and the Paying, Conversion and Exchange
Agent shall notify the Trustee of any default by the Issuer (or any other
obligor on the Notes) in making any such payment. Money held in trust by the
Paying, Conversion and Exchange Agent need not be segregated except as required


                                       19
<PAGE>
by law and in no event shall the Paying, Conversion and Exchange Agent be liable
for any interest on any money received by it hereunder. The Issuer at any time
may require the Paying, Conversion and Exchange Agent to pay all money held by
it to the Trustee and account for any funds disbursed and the Trustee may at any
time during the continuance of any Event of Default specified in Section
7.1(a)(i) or (ii), upon written request to the Paying, Conversion and Exchange
Agent, require such Paying, Conversion and Exchange Agent to pay forthwith all
money so held by it to the Trustee and to account for any funds disbursed. Upon
making such payment, the Paying, Conversion and Exchange Agent shall have no
further liability for the money delivered to the Trustee.

2.6        NOTEHOLDER LISTS

           The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it from the Registrar of the names
and addresses of the Holders of Definitive Registered Notes. The Issuer shall
furnish to the Trustee (if the Trustee is not the Registrar) and each Paying,
Conversion and Exchange Agent at least five Business Days before each Interest
Payment Date, and at such other times as they may request in writing, a list in
such form and as of such date as they may reasonably require of the names and
addresses of the Holders of Definitive Registered Notes, if any.

2.7        TRANSFER AND EXCHANGE

           (a) Transfer and Exchange of Global Notes.

           (i) Transfer of the Global Notes shall be by delivery. The Issuer and
           the Book-Entry Depositary have agreed that the Global Notes shall
           only be delivered in the circumstances described in the Deposit
           Agreement.

           (ii) All Global Notes will be exchanged by the Issuer for Definitive
           Registered Notes if: (i) DTC is closed for business for a continuous
           period of 14 days (other than by reason of holiday, statutory or
           otherwise) or announces an intention permanently to cease business or
           does in fact do so and no alternative clearing system satisfactory to
           the Trustee is available; (ii) DTC notifies the Book-Entry Depositary
           that it is unwilling or unable to act as a clearing system in respect
           of the Notes or ceases to be a clearing agency registered under the
           Exchange Act and a successor clearing system is not appointed by the
           Book-Entry Depositary at the request of the Issuer or the Guarantor
           within 120 days; (iii) an Event of Default under the Indenture
           occurs, upon at least 120 days' notice thereof from the Issuer, the
           Guarantor or the Trustee; or (iv) the Book-Entry Depositary is at any
           time unwilling or unable to continue as Book-Entry Depositary and a
           successor Book-Entry Depositary is not appointed by the Issuer or the
           Guarantor within 120 days. Upon the occurrence of any of the
           preceding events, Definitive Registered Notes shall be issued in such
           names as the Book-Entry Depositary shall instruct the Trustee based
           on the instructions of DTC to the holders of Book-Entry Interests.

           (iii) Global Notes may also be exchanged or replaced, in whole or in
           part, as provided in Section 2.8 and Section 2.11. Every Note
           authenticated and delivered in exchange for, or in lieu of, a Global
           Note or any portion thereof, pursuant to Section 2.8 or Section 2.11
           hereof, shall be authenticated and delivered in the form of, and


                                       20
<PAGE>
           shall be, a Global Note. A Global Note may not be exchanged for
           another Note, other than as provided in this Section 2.7(a).

           (b) General Provisions Applicable to Transfers and Exchanges of the
Notes.

           Transfers of Book-Entry Interests in the Global Notes (other than
transfers of Book-Entry Interests in connection with which the transferor takes
delivery thereof in the form of a Book-Entry Interest in the same Global Note)
shall require compliance with this Section 2.7(b), as well as one or more of the
other following subparagraphs of Section 2.7, as applicable.

           In connection with all transfers and exchanges of Book-Entry
Interests (other than transfers of Book-Entry Interests in connection with which
the transferor takes delivery thereof in the form of a Book-Entry Interest in
the same Global Note), the Principal Paying, Conversion and Exchange Agent must
receive: (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to debit from the transferor a Book-Entry Interest in an amount equal
to the Book-Entry Interest to be transferred or exchanged; (2) a written order
from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a Book-Entry Interest in another Global Note in an amount
equal to the Book-Entry Interest to be transferred or exchanged; and (3)
instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase.

           In connection with a transfer or exchange of a Book-Entry Interest
for a Definitive Registered Note, the Principal Paying, Conversion and Exchange
Agent and the Registrar must receive: (1) a written order from a Participant or
an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to debit from the transferor a
Book-Entry Interest in an amount equal to the Book-Entry Interest to be
transferred or exchanged; (2) a written order from a Participant directing the
Registrar to cause to be issued a Definitive Registered Note in an amount equal
to the Book-Entry Interest to be transferred or exchanged; and (3) instructions
containing information regarding the Person in whose name such Definitive
Registered Note shall be registered to effect the transfer or exchange referred
to above.

           In connection with any transfer or exchange of Definitive Registered
Notes, the Holder of such Notes shall present or surrender to the Registrar the
Definitive Registered Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by its attorney, duly authorized in writing. In addition, in
connection with a transfer or exchange of a Definitive Registered Note for a
Book-Entry Interest, the Principal Paying, Conversion and Exchange Agent must
receive a written order directing the Depositary to credit the account of the
transferee in an amount equal to the Book-Entry Interest to be transferred or
exchanged.

           Upon satisfaction of all of the requirements for transfer or exchange
of Book-Entry Interests in Global Notes contained in this Indenture, the Notes
and the Paying, Conversion and Exchange Agency Agreement, the Principal Paying,
Conversion and Exchange Agent or the Registrar, as specified in this Section
2.7, shall endorse the relevant Global Note(s) with any increase or decrease and


                                       21
<PAGE>
instruct the Book-Entry Depositary to reflect such increase or decrease in the
register relating to the CDIs maintained by the Book-Entry Depositary.

           (c) Transfer of Book-Entry Interests in a Regulation S Global Note to
Book-Entry Interests in a 144A Global Note.

           A Book-Entry Interest in the Regulation S Global Note may be
transferred to a Person who takes delivery thereof in the form of a Book-Entry
Interest in the 144A Global Note only if the transfer complies with the
requirements of Section 2.7(b) above, such transfer takes place after 16 August
2000 and the Principal Paying, Conversion and Exchange Agent receives a
certificate to the effect set forth in Exhibit C hereto, including the
certifications in item (1) thereof.

           Upon the receipt of such certificate and the orders and instructions
required by Section 2.7(b), the Principal Paying, Conversion and Exchange Agent
shall (i) instruct the Book-Entry Depositary to deliver, or cause to be
delivered, the Global Notes to the Principal Paying, Conversion and Exchange
Agent for endorsement and upon receipt thereof, decrease Schedule A to the
Regulation S Global Note and increase Schedule A to the 144A Global Note, by the
principal amount of such transfer and (ii) thereafter, return the Global Notes
to the Book-Entry Depositary, together with all information regarding the
Participant accounts to be credited and debited in connection with such
transfer.

           (d) Transfer of Book-Entry Interests in the 144A Global Note to
Book-Entry Interests in the Regulation S Global Note.

           A Book-Entry Interest in the 144A Global Note may be transferred to a
Person who takes delivery thereof in the form of a Book-Entry Interest in the
Regulation S Global Note only if the transfer complies with the requirements of
Section 2.7(b) above, such transfer takes place after 16 August 2000, and the
Principal Paying, Conversion and Exchange Agent receives a certificate from the
holder of such Book-Entry Interest in the form of Exhibit C hereto, including
the certifications in item 2 or 3 thereof.

           Upon receipt of such certificates and the orders and instructions
required by Section 2.7(b), the Principal Paying, Conversion and Exchange Agent
shall (i) instruct the Book-Entry Depositary to deliver, or cause to be
delivered, the Global Notes to the Principal Paying, Conversion and Exchange
Agent for endorsement and, upon receipt thereof, (A) increase Schedule A to the
Regulation S Global Note and (B) decrease Schedule A to the 144A Global Note by
the principal amount of such transfer and (ii) thereafter, return the Global
Notes to the Book-Entry Depositary, together with all information regarding the
Participant accounts to be credited and debited in connection with such
transfer.

           (e) Transfer of Book-Entry Interests in Global Notes to Definitive
Registered Notes.

           A holder of a Book-Entry Interest in a Global Note may transfer such
Book-Entry Interest to a Person who takes delivery thereof in the form of a
Definitive Registered Note if the transfer complies with the requirements of
Section 2.7(b) above and:

           (i) in the case of a transfer on or before 16 August 2000 by a holder
           of a Book-Entry Interest in the Regulation S Global Note, the
           Principal Paying, Conversion and Exchange Agent shall have received a


                                       22
<PAGE>
           certificate to the effect set forth in Exhibit C hereto, including
           the certifications in either (x) item (1) or (y) item (2) thereof;

           (ii) in the case of a transfer after 16 August 2000 by a holder of a
           Book-Entry Interest in the Regulation S Global Note, the transfer
           complies with Section 2.7(b);

           (iii) in the case of a transfer by a holder of a Book-Entry Interest
           in the 144A Global Note to a QIB in reliance on Rule 144A, the
           Principal Paying, Conversion and Exchange Agent shall have received a
           certificate to the effect set forth in Exhibit C hereto, including
           the certifications in item (1) thereof;

           (iv) in the case of a transfer by a holder of a Book-Entry Interest
           in the 144A Global Note in reliance on Regulation S, the Principal
           Paying, Conversion and Exchange Agent shall have received a
           certificate to the effect set forth in Exhibit C hereto, including
           the certifications in item (2) thereof; or

           (v) in the case of a transfer by a holder of a Book-Entry Interest in
           the 144A Global Note in reliance on Rule 144, the Principal Paying,
           Conversion and Exchange Agent shall have received a certificate to
           the effect set forth in Exhibit C to the Indenture, including the
           certifications in item (3) thereof.

           Upon receipt of such certificates and the orders and instructions
required by Section 2.7(b), the Principal Paying, Conversion and Exchange Agent
shall (i) instruct the Book-Entry Depositary to deliver, or cause to be
delivered, the relevant Global Note to the Principal Paying, Conversion and
Exchange Agent for endorsement and upon receipt thereof, decrease Schedule A to
the relevant Global Note by the principal amount of such transfer, (ii)
thereafter, return the Global Note to the Book-Entry Depositary, together with
all information regarding the Participant accounts to be debited in connection
with such transfer and (iii) deliver to the Registrar the instructions received
by it that contain information regarding the Person in whose name Definitive
Registered Notes shall be registered to effect such transfer. The Registrar
shall cause any Definitive Registered Note issued in connection with a transfer
pursuant to Section 2.7(e)(i)(x) or Section 2.7(e)(iii) to have the 144A Legend
and, in the case of a transfer under Section 2.7(e)(i)(y), the Regulation S
Legend.

           The Issuer shall issue and, upon receipt of an Authentication Order
from the Issuer in accordance with Section 2.2 hereof, the Trustee shall
authenticate, one or more Definitive Registered Notes in an aggregate principal
amount equal to the aggregate principal amount of Book-Entry Interests so
transferred and in the names set forth in the instructions received by the
Registrar.

           (f) Transfer of Definitive Registered Notes to Book-Entry Interests
in Global Notes.

           Any Holder of a Definitive Registered Note may transfer such
Definitive Registered Note to a Person who takes delivery thereof in the form of
a Book-Entry Interest in a Global Note only if such transfer occurs after 16
August 2000 and:


                                       23
<PAGE>
           (i) in the case of a transfer by a holder of Regulation S Definitive
           Registered Notes to a person who takes delivery thereof in the form
           of a Book-Entry Interest in the Regulation S Global Note, the
           Registrar shall have received a certificate to the effect set forth
           in Exhibit C hereto, including the certifications in item (2) or (3)
           thereof;

           (ii) in the case of a transfer by a holder of Definitive Registered
           Notes to a QIB in reliance on Rule 144A, the Registrar shall have
           received a certificate to the effect set forth in Exhibit C hereto,
           including the certifications in item (1) thereof; or

           (iii) in the case of a transfer by a holder of 144A Definitive
           Registered Notes in reliance on Regulation S or Rule 144 under the
           Securities Act, the Registrar shall have received a certificate to
           the effect set forth in Exhibit C hereto, including the
           certifications in item (2) or (3) thereof.

           Upon satisfaction of the foregoing conditions, the Registrar shall
(i) deliver the Definitive Registered Notes to the Trustee for cancellation
pursuant to Section 2.12 hereof, (ii) record such transfer on the Register,
(iii) instruct the Book-Entry Depositary to deliver (x) in the case of a
transfer pursuant to Section 2.7(f)(i) or Section 2.7(f)(iii) above, the
Regulation S Global Note and (y) in the case of a transfer pursuant to Section
2.7(f)(ii), the 144A Global Note, (iv) endorse Schedule A to such Global Note to
reflect the increase in principal amount resulting from such transfer, and (v)
thereafter, return the Global Notes to the Book-Entry Depositary, together with
all information regarding the Participant accounts to be credited in connection
with such transfer.

           (g) Exchanges of Book-Entry Interests in Global Notes for Restricted
Definitive Registered Notes.

           A holder of a Book-Entry Interest in a Global Note may exchange such
Book-Entry Interest for a Restricted Definitive Registered Note if the exchange
or transfer complies with the requirements of Section 2.7(b) above and the
Principal Paying, Conversion and Exchange Agent receives the following:

           (i) if the holder of such Book-Entry Interest in a Global Note
           proposes to exchange such Book-Entry Interest for a Regulation S
           Definitive Registered Note, a certificate from such holder in the
           form of Exhibit D hereto, including the certifications in items
           (2)(a) and 2(b) thereof;

           (ii) if the holder of such Book-Entry Interest in a Global Note
           proposes to exchange such Book-Entry Interest for a 144A Definitive
           Registered Note, a certificate from such holder in the form of
           Exhibit D hereto including the certifications in item 2(a) thereof.

           Upon receipt of such certificates and the orders and instructions
required by Section 2.7(b), the Principal Paying, Conversion and Exchange Agent
shall (i) instruct the Book-Entry Depositary to deliver, or cause to be
delivered, the relevant Global Note to the Principal Paying, Conversion and
Exchange Agent for endorsement and upon receipt thereof, decrease Schedule A to
the relevant Global Note by the principal amount of such exchange, (ii)
thereafter, return the Global Note to the Book-Entry Depositary, together with


                                       24
<PAGE>
all information regarding the Participant accounts to be debited in connection
with such exchange and (iii) deliver to the Registrar instructions received by
it that contain information regarding the Person in whose name Definitive
Registered Notes shall be registered to effect such exchange. The Registrar
shall cause all Definitive Registered Notes issued in exchange for a Book-Entry
Interest in a Global Note pursuant to this Section 2.7(g) to bear the
appropriate legend required by item 2(b) of Exhibit D hereto.

           The Issuer shall issue and, upon receipt of an Authentication Order
from the Issuer in accordance with Section 2.2 hereof, the Trustee shall
authenticate, one or more Definitive Registered Notes in an aggregate principal
amount equal to the aggregate principal amount of Book-Entry Interests so
exchanged and in the names set forth in the instructions received by the
Registrar.

           (h) Exchanges of Book-Entry Interests in Global Notes for
Unrestricted Definitive Registered Notes.

           A holder of a Book-Entry Interest in a Global Note may exchange such
Book-Entry Interest for an Unrestricted Definitive Registered Note only if the
Principal Paying, Conversion and Exchange Agent receives the following:

           (i) if the holder of such Book-Entry Interest in a 144A Global Note
           proposes to exchange such Book-Entry Interest for an Unrestricted
           Definitive Registered Note, a certificate from such holder in the
           form of Exhibit D hereto, including the certifications in item (1)(a)
           thereof; or

           (ii) if the holder of such Book-Entry Interest in a Regulation S
           Global Note proposes to exchange such Book-Entry Interest for an
           Unrestricted Definitive Registered Note, a certificate from such
           holder in the form of Exhibit D hereto, including the certifications
           in item 1(b) thereof.

           Upon receipt of such certificates and the orders and instructions
required by Section 2.7(b), the Principal Paying, Conversion and Exchange Agent
shall (i) instruct the Book-Entry Depositary to deliver, or cause to be
delivered, the relevant Global Note to the Principal Paying, Conversion and
Exchange Agent for endorsement and upon receipt thereof, decrease Schedule A to
the relevant Global Note by the principal amount of such exchange, (ii)
thereafter, return the Global Note to the Book-Entry Depositary, together with
all information regarding the Participant accounts to be debited in connection
with such exchange and (iii) deliver to the Registrar instructions received by
it that contain information regarding the Person in whose name Definitive
Registered Notes shall be registered to effect such transfer. Any Definitive
Registered Note issued in exchange for a Book-Entry Interest pursuant to Section
2.7(h) shall not bear the 144A Legend or the Regulation S Legend.

           The Issuer shall issue and, upon receipt of an Authentication Order
from the Issuer in accordance with Section 2.2 hereof, the Trustee shall
authenticate, one or more Definitive Registered Notes in an aggregate principal
amount equal to the aggregate principal amount of Book-Entry Interests so
exchanged and in the names set forth in the instructions received by the
Registrar.

           (i) Exchanges of Definitive Registered Notes for Book-Entry Interests
in Global Notes.

                                       25
<PAGE>
           Any Holder of a Restricted Definitive Registered Note may exchange
such Note for a Book-Entry Interest in a Global Note if such exchange complies
with Section 2.7(b) above, such exchange takes place after 16 August 2000 and
the Registrar receives the following documentation:

           (i) if the Holder of a 144A Definitive Registered Note proposes to
           exchange such Note for a Book-Entry Interest in a 144A Global Note, a
           certificate from such Holder in the form of Exhibit D hereto,
           including the certifications in item (2)(a) thereof;

           (ii) if the Holder of a 144A Definitive Registered Note proposes to
           exchange such Note for a Book-Entry Interest in the Regulation S
           Note, a certificate from such Holder in the form of Exhibit D hereto,
           including the certifications in item (1)(a) thereof;

           (iii) if the Holder of Regulation S Definitive Registered Notes
           proposes to exchange such Note for a Book-Entry Interest in the
           Regulation S Global Note, a certificate from such Holder in the form
           of Exhibit D hereto, including the certifications in item 2(a) and
           (b) thereof;

           (iv) if the Holder of an Unrestricted Definitive Registered Note
           proposes to exchange such Note for a Book-Entry Interest in the
           Regulation S Global Note, a certificate from such Holder in the form
           of Exhibit D hereto, including the certifications in item 2(a)
           thereof;

           Upon satisfaction of the foregoing conditions, the Registrar shall
(i) deliver the Restricted Definitive Registered Note to the Trustee for
cancellation pursuant to Section 2.12 hereof, (ii) record such exchange on the
Register, (iii) instruct the Book-Entry Depositary to deliver (x) in the case of
an exchange pursuant to Section 2.7(i)(i), the 144A Global Note, and (y) in the
case of an exchange pursuant to Section 2.7(i)(ii), (iii) or (iv), the
Regulation S Global Note, (iv) endorse Schedule A to such Global Note to reflect
the increase in principal amount resulting from such exchange, and (v)
thereafter, return the Global Notes to the Book-Entry Depositary, together with
all information regarding the Participant accounts to be credited in connection
with such exchange.

           (j) Transfer of Definitive Registered Notes for Definitive Registered
Notes.

           Any Holder of a Restricted Definitive Registered Note may transfer
such Note to a Person who takes delivery thereof in the form of Definitive
Registered Notes if the transfer complies with Section 2.7(b) above and the
Registrar receives the following additional documentation:

           (i) in the case of a transfer on or before 16 August 2000 by a holder
           of a Regulation S Definitive Registered Note, the Registrar shall
           have received a certificate to the effect set forth in Exhibit C
           hereto, including the certifications in either (x) item (1) or (y)
           item (2) thereof;

           (ii) in the case of a transfer after 16 August 2000 by a holder of a
           Regulation S Definitive Registered Note, the transfer shall comply
           with Section 2.7(b);

                                       26
<PAGE>
           (iii) in the case of a transfer by a holder of a 144A Definitive
           Registered Note to a QIB in reliance on Rule 144A, the Registrar
           shall have received a certificate to the effect set forth in Exhibit
           C hereto, including the certifications in item (1) thereof;

           (iv) in the case of a transfer by a holder of a 144A Definitive
           Registered Note in reliance on Regulation S, the Registrar shall have
           received a certificate to the effect set forth in Exhibit C hereto,
           including the certifications in item (2) thereof; or

           (v) in the case of a transfer by a holder of a 144A Definitive
           Registered Note in reliance on Rule 144, the Registrar shall have
           received a certificate to the effect set forth in Exhibit C hereto,
           including the certifications in item (3) thereof.

           Upon the receipt of any Definitive Registered Note, the Registrar
shall deliver the surrendered Definitive Registered Note to the Trustee for
cancellation pursuant to Section 2.12 hereof and complete and deliver to the
Issuer (A) in the case of a transfer pursuant to Section 2.7(j)(i)(x) or Section
2.7(j)(iii), a 144A Definitive Registered Note and (B) in the case of a transfer
pursuant to Section 2.7(j)(ii) or Section 2.7(j)(iv), a Regulation S Definitive
Registered Note and (C) in the case of a transfer pursuant to Section 2.7(j)(v),
an Unrestricted Definitive Registered Note. The Issuer shall execute and the
Trustee shall authenticate and deliver such Definitive Registered Note to the
Person as the Holder of the surrendered Definitive Registered Note shall
designate.

           (k) Legends.

           (i) 144A Legend. The following legends shall appear on the face of
           all 144A Notes issued under the Indenture, unless the Issuer
           determines otherwise in compliance with applicable law:

                     THIS SENIOR CONVERTIBLE NOTE DUE 2005 AND ANY INTEREST
                     HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
                     UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
                     "SECURITIES ACT"), AND ANY OFFER, SALE, PLEDGE OR OTHER
                     TRANSFER THEREOF MUST BE MADE ONLY (A) (I) TO A PERSON WHOM
                     THE PURCHASER REASONABLY BELIEVES IS A QUALIFIED
                     INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
                     THE SECURITIES ACT ("RULE 144A") IN A TRANSACTION MEETING
                     THE REQUIREMENTS OF RULE 144A, (II) IN A TRANSACTION
                     MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF
                     REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"),
                     (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
                     SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
                     AVAILABLE), OR (IV) TO TELEWEST COMMUNICATIONS PLC OR ANY
                     SUBSIDIARY THEREOF AND (B) IN EACH CASE, IN ACCORDANCE WITH
                     ALL APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION.

                     CONVERSION OF THIS NOTE AND ANY INTEREST HEREIN IS SUBJECT
                     TO SATISFACTION OF CERTAIN REQUIREMENTS SET FORTH IN THE
                     INDENTURE RELATED HERETO, AND ANY PREFERENCE SHARES ISSUED


                                       27
<PAGE>
                     ON SUCH CONVERSION WILL BE SUBJECT TO THE SAME TRANSFER
                     RESTRICTIONS REFERRED TO ABOVE.

           (ii) Regulation S Legend. The following legends shall appear on the
           face of all Regulation S Notes issued under the Indenture, unless the
           Issuer determines otherwise in compliance with applicable law:

                     THIS SENIOR CONVERTIBLE NOTE DUE 2005 AND ANY INTEREST
                     HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
                     UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
                     "SECURITIES ACT"), AND, ON OR PRIOR TO 16 AUGUST 2000, MAY
                     NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
                     EXCEPT (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
                     RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
                     ACT ("REGULATION S") OR (II) TO TELEWEST COMMUNICATIONS PLC
                     OR ANY SUBSIDIARY THEREOF. AFTER 16 AUGUST 2000, THIS NOTE
                     AND ANY INTEREST HEREIN MAY BE TRANSFERRED ONLY IN
                     ACCORDANCE WITH THE SECURITIES ACT AND ALL APPLICABLE
                     SECURITIES LAWS OF ANY OTHER JURISDICTION.

                     CONVERSION OF THIS NOTE AND ANY INTEREST HEREIN IS SUBJECT
                     TO SATISFACTION OF CERTAIN REQUIREMENTS SET FORTH IN THE
                     INDENTURE RELATED HERETO, AND ANY PREFERENCE SHARES ISSUED
                     ON SUCH CONVERSION WILL BE SUBJECT TO THE SAME TRANSFER
                     RESTRICTIONS REFERRED TO ABOVE.

           (l) Cancellation.

           At such time as all Book-Entry Interests have been exchanged for
Definitive Registered Notes or all Global Notes have been redeemed or converted,
the Global Notes shall be returned to the Trustee for cancellation in accordance
with Section 2.12 hereof.

           (m) General Provisions Relating to All Transfers and Exchanges.

           (i) To permit registration of transfers and exchanges, the Issuer
           shall execute and the Trustee shall authenticate Global Notes and
           Definitive Registered Notes upon the Issuer's order or at the
           Registrar's request.

           (ii) No service charge shall be made to a Holder for any registration
           of transfer or exchange, but the Issuer may require payment of a sum
           sufficient to cover any taxes, duties or governmental charge payable
           in connection therewith (other than any such taxes, duties or
           governmental charge payable upon exchange or transfer pursuant to
           Sections 2.11, 4.9 and 10.5 hereof).

           (iii) All Global Notes and Definitive Registered Notes issued upon
           any registration of transfer or exchange of Global Notes or
           Definitive Registered Notes shall be the valid obligations of the
           Issuer and the Guarantor, evidencing the same debt, and entitled to


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<PAGE>
           the same benefits under this Indenture, as the Global Notes or
           Definitive Registered Notes surrendered upon such registration of
           transfer or exchange.

           (iv) The Issuer shall not be required to register the transfer of or,
           to exchange, Definitive Registered Notes during (1) a period
           beginning at the opening of business 15 calendar days before any
           Redemption Date and ending at the close of business on the Redemption
           Date, (2) a period beginning at the opening of business 15 calendar
           days immediately prior to the Maturity Date, (3) a period beginning
           at the opening of business on the record date with respect to any
           Interest Payment Date and ending at the close of business on such
           Interest Payment Date, (4) in respect of which a Conversion and
           Exchange Notice has been delivered or (5) which the holder has
           tendered (and not withdrawn) for repurchase in connection with a
           Change of Control offer.

           (v) Prior to due presentment for the registration of a transfer of
           any Note, the Trustee, any Agent and the Issuer may deem and treat
           the Person in whose name any Note is registered as the absolute
           owners of such Note for the purpose of receiving payment of principal
           of and interest on such Notes and for all other purposes, and neither
           the Trustee, any Agent nor the Issuer shall be affected by notice to
           the contrary.

           (vi) The Trustee shall authenticate Global Notes and Definitive
           Registered Notes in accordance with the provisions of Section 2.2
           hereof.

2.8        REPLACEMENT NOTES.

           If a mutilated Definitive Registered Note is surrendered to the
Registrar or the Trustee, if a mutilated Global Note is surrendered to the
Issuer or if the Holder of a Note claims that the Note has been lost, destroyed
or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a
replacement Note in such form as the Notes mutilated, lost, destroyed or
wrongfully taken if, in the case of a lost, destroyed or wrongfully taken Note,
the Holder of such Note furnishes to the Issuer, the Trustee and, in the case of
a Definitive Registered Note, the Registrar, evidence reasonably acceptable to
them of the ownership and the destruction, loss or theft of such Note. If
required by the Trustee, the Registrar (in the case of a Definitive Registered
Note) or the Issuer, an indemnity bond shall be posted, sufficient in the
judgment of each to protect the Issuer, the Registrar (in the case of a
Definitive Registered Note) or the Trustee from any loss that any of them may
suffer if such Note is replaced. The Issuer may charge such Holder for the
Issuer's exceptional out-of-pocket expenses in replacing such Note and the
Trustee may charge the Issuer for the Trustee's expenses in replacing such Note.
Every replacement Note shall constitute an additional obligation of the Issuer.

2.9        OUTSTANDING NOTES

           The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those canceled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.1
and 9.2, on or after the date on which the conditions set forth in Section 9.1
or 9.2 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.9 as not


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<PAGE>
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Issuer or one of its Affiliates holds the Note.

           If a Note is replaced pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Issuer.

           If the principal amount of any Note is considered to be paid under
Section 4.1, it ceases to be outstanding and interest thereon shall cease to
accrue.

           If a Paying, Conversion and Exchange Agent holds, in its capacity as
such, on any Maturity Date or on any Redemption Date, money sufficient to pay
all accrued interest and Principal with respect to such Notes payable on that
date and is not prohibited from paying such money to the Holders thereof
pursuant to the terms of this Indenture, then on and after that date such Notes
cease to be outstanding and interest on them ceases to accrue.

2.10       TREASURY NOTES

           In determining whether the Holders of the required principal amount
of Notes have concurred in any declaration of acceleration or notice of default
or direction, waiver or consent or any amendment, modification or other change
to this Indenture, Notes owned by the Issuer or an Affiliate of the Issuer shall
be disregarded as though they were not outstanding, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent or any amendment, modification or other change to
this Indenture, only Notes that the Trustee actually knows are so owned shall be
so disregarded.

2.11       TEMPORARY NOTES

           Until definitive Notes are prepared and ready for delivery, the
Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of definitive Notes but may have
variations that the Issuer considers appropriate for temporary Notes. Without
unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes. Until such exchange, temporary
Notes shall be entitled to the same rights, benefits and privileges as
definitive Notes.

2.12       CANCELLATION

           The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying, Conversion and Exchange Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer or exchange, or payment, purchase or conversion. The Trustee shall
cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement, cancellation, purchase or conversion and shall dispose of canceled
Notes in accordance with its policy of disposal, unless the Issuer directs the
Trustee to return such Notes to the Issuer, and, if so disposed, shall deliver a
certificate of disposition thereof to the Issuer. The Issuer may not reissue or
resell, or issue new Notes to replace, Notes that the Issuer has redeemed, paid,
purchased or converted, or that have been delivered to the Trustee for
cancellation.


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<PAGE>
2.13       DEFAULTED INTEREST

           If the Issuer defaults on a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent permitted by law) any
interest payable on the defaulted interest, in accordance with the terms hereof,
to (a) the Persons who are Holders of Definitive Registered Notes, if any, on a
subsequent special record date, which date shall be at least five Business Days
prior to the payment date for such defaulted interest and (b) if the Global Note
is still outstanding, to the Holder of the Global Note on such payment date. The
Issuer shall fix such special record date and payment date in a manner
satisfactory to the Trustee. At least 15 days before such special record date,
the Issuer shall mail to each Holder of Definitive Registered Notes, if any,
and, if any Global Note is still outstanding, to the Book-Entry Depositary and
the Depositary, a notice that states the special record date, the payment date
and the amount of defaulted interest and interest payable on such defaulted
interest, if any, to be paid.

2.14       CUSIP NUMBER AND ISIN NUMBER

           The Issuer in issuing the Notes may use a "CUSIP" number or an "ISIN"
number, and if so, such CUSIP number or ISIN number shall be included in notices
of redemption or purchase as a convenience to Holders; provided, however, that
any such notice may state that no representation is made as to the correctness
or accuracy of the CUSIP number or ISIN number printed in the notice or on the
Notes, and that reliance may be placed only on the other identification numbers
printed on the Notes. The Issuer will promptly notify the Trustee of any change
in the CUSIP number or ISIN number.

2.15       DEPOSIT OF MONEYS

           Prior to 12:00 noon in the location of each Paying, Conversion and
Exchange Agent, on the Business Day preceding each Interest Payment Date and on
the Maturity Date, and on the Business Day immediately following any
acceleration of the Notes pursuant to Section 7.2, the Issuer shall deposit with
the Paying, Conversion and Exchange Agent in immediately available funds money
(in US dollars) sufficient to make cash payments, if any, due on such Interest
Payment Date, Maturity Date or Business Day, as the case may be, in a timely
manner which permits the Paying, Conversion and Exchange Agents to remit payment
to the Holders on such Interest Payment Date, Maturity Date or Business Day, as
the case may be.

                                    ARTICLE 3
                                   REDEMPTION

3.1        ELECTION TO REDEEM; NOTICES TO TRUSTEE

           If the Issuer elects to redeem Notes pursuant to Paragraph 6 of the
Notes, it shall notify the Trustee and each Paying, Conversion and Exchange
Agent in writing of the Redemption Date.

           The Issuer shall give each notice provided for in this Section 3.1 at
least 45 days before the Redemption Date (unless a shorter notice shall be
agreed to by the Trustee in writing), together with an Officer's Certificate
stating that such redemption will comply with the conditions contained herein
and in the Notes.

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<PAGE>
3.2        NOTICE OF REDEMPTION

           At least 30 days but not more than 60 days before a Redemption Date,
the Issuer shall mail or cause the mailing of a notice of redemption by
first-class mail to each Holder of Notes to be redeemed and to the Trustee and
the Paying, Conversion and Exchange Agents. The notice shall identify the Notes
to be redeemed and shall state:

           (a) the Redemption Date;

           (b) the paragraph of the Notes pursuant to which the Notes are being
redeemed;

           (c) the redemption price (or, to the extent the redemption price is
not determinable at the time the notice is mailed to Holders, the basis of the
calculation of the redemption price) and the amount of accrued interest, if any,
to be paid;

           (d) the name and address of each Paying, Conversion and Exchange
Agent;

           (e) that Global Notes called for redemption must be surrendered to
the Principal Paying, Conversion and Exchange Agent and all Definitive
Registered Notes called for redemption must be surrendered to a Paying,
Conversion and Exchange Agent to collect the redemption price and accrued
interest, if any;

           (f) that Holders may exercise their Conversion and Exchange Right
with respect to Notes called for redemption at any time before the close of
business (at the place where the relevant Note is delivered for conversion) on
the tenth Business Day prior to the Redemption Date, except that if there is a
default in making payment in respect of such Note on the Redemption Date, the
Conversion and Exchange Right may be exercised up to the close of business (at
the place aforesaid) on the date on which such redemption payment is made and
notice thereof is given;

           (g) that Holders who want to convert their Notes must satisfy the
requirements in Article 6 hereof;

           (h) that, unless the Issuer defaults in making the redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the Redemption Date and the only remaining right of the Holders of such Notes is
to receive payment of the redemption price upon surrender to the relevant
Paying, Conversion and Exchange Agent of the Notes redeemed; and

           (i) the CUSIP Number and/or ISIN number, if any, pursuant to Section
2.14.

           At the Issuer's request made not less than 15 days prior to the
latest date notice to Holders may be mailed pursuant to this Section 3.2, the
Trustee shall give the notice of redemption in the Issuer's name and at the
Issuer's expense.

3.3        EFFECT OF NOTICE OF REDEMPTION

           Once notice of redemption is mailed, Notes called for redemption
become due and payable on the Redemption Date and at the redemption price, and
interest on Notes called for redemption will cease to accrue from and after the
Redemption Date (unless the Issuer defaults in providing the funds for such
redemption) and such Notes will then cease to be outstanding. Upon surrender to


                                       32
<PAGE>
the Paying, Conversion and Exchange Agent, such Notes shall be paid at the
redemption price plus accrued interest, if any, to the Redemption Date, but
interest installments whose maturity is on or prior to such Redemption Date will
be payable on the relevant Interest Payment Dates to the Holders which would
otherwise have been entitled thereto pursuant to this Indenture and the Notes.

3.4        DEPOSIT OF REDEMPTION PRICE

           Prior to 12:00 noon in the location of each Paying, Conversion and
Exchange Agent on the Business Day preceding any Redemption Date, the Issuer
shall deposit with each Paying, Conversion and Exchange Agent in immediately
available funds money (in US dollars) sufficient to pay the redemption price of
and accrued interest on all Notes to be redeemed on that date.

                                   ARTICLE 4
                                   COVENANTS

4.1        PAYMENT OF NOTES

           The Issuer shall pay the principal of, and interest on, the Notes on
the dates and in the manner provided in the Notes and this Indenture.

           An installment of principal or interest shall be considered paid on
the date due if the Principal Paying, Conversion and Exchange Agent holds on
such date immediately available funds (in US dollars) designated for and
sufficient to pay such installment.

           Subject to Section 6.6(a), the principal of the Notes shall bear
interest starting from the Issue Date. In the case of a default in payment of
Principal upon acceleration, redemption or purchase, the overdue Principal shall
bear interest and such interest shall be payable as provided in the next
succeeding paragraph.

           The Issuer shall pay interest on overdue Principal and interest on
overdue installments of interest, to the extent lawful, at a rate equal to that
borne by the Notes. Any such interest shall be payable on demand and shall be
compounded semiannually on each 7 January and 7 July.

4.2        MAINTENANCE OF OFFICE OR AGENCY

           The Issuer shall maintain the offices and agencies specified in
Section 2.3.

4.3        CORPORATE EXISTENCE

           Subject to Article 5, the Issuer and the Guarantor shall do or cause
to be done, at their own cost and expense, all things necessary to, and will
cause the Guarantor's Restricted Subsidiaries to, preserve and keep in full
force and effect the corporate or partnership existence and rights (charter and
statutory), licenses and/or franchises of the Issuer, the Guarantor and each of
the Guarantor's Restricted Subsidiaries; provided that none of the Issuer, the
Guarantor or any of the Guarantor's Restricted Subsidiaries shall be required to
preserve any such rights, licenses or franchises if such rights, licenses or
franchises will be replaced or if the Board of the Guarantor shall reasonably
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Issuer, the Guarantor or such Restricted Subsidiary, as the


                                       33
<PAGE>
case may be, and the loss thereof is not adverse in any material respect to the
Holders; provided, further, that any Restricted Subsidiary of the Guarantor may
be merged into or wound up and liquidated into the Guarantor or any other
Restricted Subsidiary of the Guarantor.

4.4        PAYMENT OF TAXES AND OTHER CLAIMS

           Each of the Issuer and the Guarantor shall pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (a) all
taxes, assessments and governmental charges levied or imposed upon its or its
respective Subsidiaries' income, profits or property and (b) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a Lien
upon its property; provided that neither the Issuer nor the Guarantor shall be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate negotiations or proceedings and for which
disputed amounts any reserves required in accordance with GAAP have been made.

4.5        MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE
           WITH LAW

           (a) Each of the Issuer and Guarantor shall, and the Guarantor shall
cause each of its Restricted Subsidiaries to, at all times cause all properties
used or useful in the conduct of its respective business to be maintained and
kept in good condition, repair and working order (reasonable wear and tear
excepted) and supplied with all necessary equipment, and shall cause to be made
all necessary repairs, renewals, replacements, betterments and improvements
thereto.

           (b) Each of the Issuer and Guarantor shall, and the Guarantor shall
cause each of its Restricted Subsidiaries to, maintain insurance (which may
include self-insurance) in such amounts and covering such risks as are usually
and customarily carried with respect to similar facilities according to their
respective locations.

           (c) Each of the Issuer and Guarantor shall, and the Guarantor shall
cause each of its Subsidiaries to, keep proper books of record and account, in
which full and correct entries shall be made of all financial transactions and
the assets and business of the Guarantor and each Subsidiary of the Guarantor,
in accordance with GAAP consistently applied to the Guarantor and its
Subsidiaries taken as a whole.

           (d) Each of the Issuer and Guarantor shall, and the Guarantor shall
cause each of its Subsidiaries to comply with all statutes, laws, ordinances, or
government rules and regulations to which it is subject, non-compliance with
which would materially adversely affect the business, prospects, earnings,
properties, assets or financial condition of the Guarantor and its Subsidiaries
taken as a whole.

4.6        COMPLIANCE CERTIFICATES

           (a) The Issuer and the Guarantor shall deliver to the Trustee within
90 days after the end of each fiscal year, commencing with the fiscal year
ending December 31, 2000, an Officer's Certificate of the Issuer and the
Guarantor (the signatory to which shall be either the principal executive
officer, principal financial officer or principal accounting officer of the


                                       34
<PAGE>
Issuer and the Guarantor) stating: (i) that a review has been conducted of the
activities of the Issuer, the Guarantor and the Guarantor's Restricted
Subsidiaries under the supervision of the signing Officers with a view to
determining whether each of the Guarantor and the Issuer has kept, observed,
performed and fulfilled its obligations under this Indenture; and (ii) that, to
the best knowledge of each Officer signing such certificate, each of the
Guarantor and the Issuer has kept, observed, performed and fulfilled each and
every covenant and condition contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions, conditions and
covenants hereof (or, if a Default or Event of Default shall have occurred,
specifying each such Default or Event of Default and describing its status and
what action the Guarantor and/or the Issuer, as applicable, is taking or
proposes to take with respect thereto).

           (b) The annual financial statements delivered pursuant to Section 4.7
shall be accompanied by a written statement of the Guarantor's and the Issuer's
independent public accountants that in making the examination necessary for
certification of such annual financial statements nothing as to which such
accountants have professional competence has come to their attention that would
lead them to believe that either the Guarantor or the Issuer has violated any
provisions of this Indenture as to which such accountants have professional
competence, or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

           (c) Each of the Guarantor and the Issuer shall, so long as any of the
Notes are outstanding, deliver to the Trustee, promptly after any Officer of the
Guarantor or the Issuer, as applicable, becomes aware of any Default or Event of
Default, an Officer's Certificate specifying such Default or Event of Default
and what action the Guarantor or the Issuer, as applicable, is taking or
proposes to take with respect thereto.

4.7        REPORTS

           (a) Whether or not permitted under the Exchange Act, neither the
Issuer nor the Guarantor shall, for a period of two years following the Issue
Date, file any notice pursuant to the Exchange Act terminating its respective
obligation to file reports under Section 13 or 15 of the Exchange Act. In
addition, both the Guarantor and the Issuer shall, for such two-year period, use
its respective reasonable best efforts to timely file all reports required to be
filed by it pursuant to Sections 13 and 15 of the Exchange Act.

           (b) The Issuer and the Guarantor will furnish to the Holders and file
with the SEC:

           (i) within 120 days after the end of each fiscal year, (1) audited
           year-end consolidated financial statements prepared in accordance
           with either (A) US GAAP or (B) UK GAAP reconciled to US GAAP and (2)
           with respect to the Guarantor, the information described in Item 303
           of Regulation S-K under the Securities Act (e.g., Management's
           Discussion and Analysis); and

           (ii) within 60 days after the end of each of the first three fiscal
           quarters of each fiscal year (1) unaudited quarterly consolidated
           financial statements prepared in accordance with either (A) US GAAP
           or (B) UK GAAP without reconciliation to US GAAP and (2) with respect
           to the Guarantor, the information described in Item 303 of Regulation
           S-K under the Securities Act, with respect to such period.


                                       35
<PAGE>
           (c) The Issuer and the Guarantor shall deliver to the Trustee, within
30 days after it files them with the SEC, copies of any annual and periodic
reports which either the Issuer or the Guarantor is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Issuer and the
Guarantor shall also comply with the other provisions of TIA ss. 314(a).

           (d) So long as any of the Notes remain outstanding and during any
period in which the Issuer or the Guarantor is neither subject to Section 13 or
15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b) under
the Exchange Act, the Issuer or the Guarantor, as applicable, will make
available to any holder of the Notes or Book-Entry Interests in connection with
any sale thereof and any prospective purchaser of such Notes or Book-Entry
Interests from such holder, the information required by Rule 144A(d)(4).

4.8        LIMITATION ON LIENS SECURING CERTAIN INDEBTEDNESS

           The Guarantor will not, and will not permit any Restricted Subsidiary
to, create, incur, assume or suffer to exist any Liens of any kind against or
upon any of its property or assets, or any proceeds therefrom, which secure
either (x) Subordinated Debt Securities unless the Note Guarantee and the
Preference Share Guarantee are secured by a Lien on such property, assets or
proceeds that is senior in priority to the Liens securing such Subordinated Debt
Securities or (y) Pari Passu Debt Securities, unless the Note Guarantee and the
Preference Share Guarantee are equally and ratably secured with the Liens
securing such Pari Passu Debt Securities.

4.9        CHANGE OF CONTROL

           Upon the occurrence of a Change of Control Triggering Event, each
Holder shall have the right to require the repurchase of its Notes by the Issuer
in cash pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at
a purchase price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the date of purchase (the "CHANGE OF CONTROL
PAYMENT"). The Issuer is not required to make a Change of Control Offer
following a Change of Control Triggering Event if a third party makes a Change
of Control Offer that would be in compliance with the provisions described in
this Section 4.9 if it were made by the Issuer and purchases the Notes validly
tendered and not withdrawn.

           Prior to the mailing of the notice to Holders provided for in this
Section 4.9, but in any event within 30 days following any Change of Control
Triggering Event, each of the Issuer and the Guarantor covenants to:

           (a) repay in full all Indebtedness of the Guarantor that would
prohibit the Guarantor from making payments to the Issuer under the Intercompany
Loan or otherwise to fund the repurchase by the Issuer of the Notes as provided
for in this Section 4.9; or

           (b) obtain any requisite consents under instruments governing any
such Indebtedness of the Guarantor to permit the Guarantor to make such payments
to the Issuer to fund the repurchase by the Issuer of the Notes as provided for
in this Section 4.9.

           The Guarantor and the Issuer shall first comply with the covenant in
clauses (a) and (b) above before the Issuer shall be required to repurchase
Notes pursuant to this Section 4.9.


                                       36
<PAGE>
           Within 30 days following the Change of Control Triggering Event, the
Issuer shall mail a notice to the Trustee, the Paying, Conversion and Exchange
Agents, the Registrar and each Holder stating:

           (i) that a Change of Control Triggering Event has occurred, that the
           Change of Control Offer is being made pursuant to this Section 4.9
           and that all Notes validly tendered will be accepted for payment;

           (ii) the purchase price and the date of purchase (which shall be a
           Business Day no earlier than 30 days nor later than 60 days from the
           date such notice is mailed) (the "CHANGE OF CONTROL PAYMENT DATE");

           (iii) that any Note not tendered will continue to accrue interest
           pursuant to its terms and have Conversion and Exchange Rights
           attached to it;

           (iv) that, unless the Issuer defaults in the payment of the Change of
           Control Payment, any Note accepted for payment pursuant to the Change
           of Control Offer shall cease to accrue interest on and after the
           Change of Control Payment Date;

           (v) that Holders electing to have any Note or portion thereof
           purchased pursuant to the Change of Control Offer will be required to
           surrender such Note, together with the form entitled "Option of the
           Holder to Elect Purchase" on the reverse side of such Note completed,
           to, in the case of Book-Entry Interests in a Global Note, the
           Principal Paying, Conversion and Exchange Agent and, in the case, of
           Definitive Registered Notes, any Paying, Conversion and Exchange
           Agent, in each case, at the address specified in the notice prior to
           the close of business on the Business Day immediately preceding the
           Change of Control Payment Date;

           (vi) that Holders will be entitled to withdraw their election if the
           relevant Paying, Conversion and Exchange Agent receives, not later
           than the close of business on the Business Day immediately preceding
           the Change of Control Payment Date, a telegram, telex, facsimile
           transmission or letter setting forth the name of such Holder, the
           principal amount of Notes delivered for purchase and a statement that
           such Holder is withdrawing his election to have such Notes purchased;
           and

           (vii) that in the case of Definitive Registered Notes to be purchased
           only in part, the Issuer will issue new Definitive Registered Notes
           equal in principal amount to the unpurchased portion of the
           Definitive Registered Notes surrendered; provided that each such
           Definitive Registered Note purchased and each new Definitive
           Registered Note issued shall be in a principal amount of $1,000 or
           integral multiples thereof.

           On the Change of Control Payment Date, the Issuer shall:

           (i) accept for payment Notes or portions thereof tendered pursuant to
           the Change of Control Offer;

           (ii) deposit with the Principal Paying, Conversion and Exchange Agent
           money sufficient to pay the purchase price of all Notes or portions
           thereof so accepted;


                                       37
<PAGE>
           (iii) deliver, or cause to be delivered, to the Trustee, all Notes or
           portions thereof so accepted for payment by the Issuer; and

           (iv) deliver, or cause to be delivered, to the Trustee and each
           Paying, Conversion and Exchange Agent, an Officer's Certificate
           specifying the Notes or portions thereof accepted for payment by the
           Issuer.

           The Paying, Conversion and Exchange Agents shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to the Change of Control
Payment and, with respect to Definitive Registered Notes tendered in such Offer,
the Registrar shall promptly authenticate and mail to such Holders a new
Definitive Registered Note equal in principal amount to any unpurchased portion
of the Definitive Registered Notes surrendered; provided that each such
Definitive Registered Note purchased and each new Note issued shall be in a
principal amount of $1,000 or integral multiples thereof.

           In connection with any repurchase of Global Notes pursuant to a
Change of Control Offer, the Principal Paying, Conversion and Exchange Agent
shall endorse Schedule A to the each Global Note surrendered for repurchase to
reflect the decrease in principal amount of such Global Note resulting from such
Change of Control Offer.

           The Issuer and the Guarantor will publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

           The Issuer and the Guarantor will comply with Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in the event that a Change of
Control Triggering Event occurs and the Issuer is required to repurchase the
Notes under this Section 4.9.

           Prior to the commencement of a Change of Control Offer, the Issuer
shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel
(to the extent matters of law are involved) stating that all conditions
precedent to such Change of Control Offer have been complied with.

4.10       WAIVER OF STAY, EXTENSION OR USURY LAWS

           Each of the Issuer and the Guarantor covenants (to the extent
permitted by law) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive the
Issuer or the Guarantor from paying all or any portion of the principal of or
interest on the Notes or the Notes Guarantee, as applicable, as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may
affect the covenants or the performance of this Indenture or the Guarantee; and
(to the extent permitted by law) each of the Issuer and the Guarantor hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


                                       38
<PAGE>
4.11       BUSINESS AND EXISTENCE OF THE ISSUER

           (a) The Issuer shall not engage in any business or undertake any
other activity, except any activity:

           (i) relating to the offering, sale or issuance of the Notes, or the
           incurrence of Indebtedness represented by the Notes;

           (ii) undertaken with the purpose of fulfilling its obligations with
           respect to the Conversion and Exchange Rights hereunder and Share
           Exchange Rights under its Articles of Association or of fulfilling
           the Guarantor's obligations with respect to Share Exchange Rights or
           under the Preference Share Guarantee;

           (iii) undertaken with the purpose of fulfilling any other obligations
           under the Notes, the Indenture, the Paying, Conversion and Exchange
           Agency Agreement and the Deposit Agreement; or

           (iv) directly related to the establishment and/or maintenance of the
           Issuer's corporate existence.

           (b) The Issuer shall not (i) incur any Indebtedness other than the
Indebtedness represented by the Notes, or (ii) issue any Capital Stock other
than (x) in connection with the exercise of a Conversion and Exchange Right or
(y) the issuance of Nominal Shares to the Guarantor.

           (c) The Issuer shall not create, incur, assume or suffer to exist any
Lien of any kind (other than Permitted Liens) against or upon any of its
property or assets, or any proceeds therefrom.

           (d) The Issuer shall not make any Investment, other than pursuant to
the Intercompany Loan or in US dollars, Pounds Sterling or Cash Equivalents.

           (e) The Issuer shall at all times remain a Wholly-Owned Restricted
Subsidiary of the Guarantor and shall not consolidate or combine with or merge
with or into any other Person, or sell, convey, transfer, lease or otherwise
dispose of any material property or assets to any Person.

           (f) Whenever the Issuer receives a payment or prepayment under the
Intercompany Loan, it shall use the funds received solely to satisfy its
obligations (to the extent of the amount owing in respect of such obligations)
under the Notes and the Indenture, except as otherwise provided herein.

           (g) For so long as any Notes are outstanding, the Guarantor will not
commence or take any action to facilitate a summary winding-up of the Issuer
pursuant to Chapter 2 of Part XXI of the Companies (Jersey) Law 1991, as
amended, or any successor or analogous provision.

4.12       AMENDMENTS TO CERTAIN AGREEMENTS

           (a) The Issuer shall not, and the Guarantor shall procure that the
Issuer does not, assign or novate its rights under the Intercompany Loan.


                                       39
<PAGE>
           (b) Neither the Issuer nor the Guarantor shall amend, waive or
otherwise modify the Intercompany Loan or the Preference Share Guarantee without
the consent of the requisite Holders (in each case, as provided therein).

           (c) Neither the Issuer nor the Guarantor shall amend, waive or
otherwise modify the Preference Shares without the written consent of the
Holders of not less than a majority in aggregate principal amount of the Notes
then outstanding.

           (i) Notwithstanding the foregoing, without the consent of each Holder
           affected, a modification, amendment, or waiver may not:

                      (A) nominal or paid-up value of the Preference Shares,
                      except as required by law;

                      (B) change the currency for payment of the paid-up value
                      of, or dividends on, the Preference Shares;

                      (C) reduce the dividend rate on the Preference Shares;

                      (D) adversely affect the redemption provisions attaching
                      to the Preference Shares;

                      (E) impair the Share Exchange Right;

                      (F) modify the share exchange provisions in a manner
                      adverse to the Holders;

                      (G) waive a default in the payment of the paid-up value
                      of, or any dividend on, the Preference Shares; or

                      (H) adversely affect the ranking of the Preference Shares.

           (ii) In addition, notwithstanding the foregoing, without notice to or
           consent of any Holder, the Issuer may modify, amend or waive any
           provision of the Preference Shares:

                      (A) to cure any ambiguity, defect or inconsistency,
                      provided that such amendment or supplement does not
                      adversely affect the rights of any Holder; or

                      (B) to make any change that does not adversely affect the
                      rights of any Holder.

4.13       CERTAIN OFFERS.

           While any Note remains outstanding or any Conversion and Exchange
Right may be exercised, the Guarantor will, if any offer is made to all (or as
nearly as may be practicable all) the holders of Ordinary Shares (the
"SHAREHOLDERS") (or all (or as nearly as may be practicable all) such
Shareholders other than the offeror and/or any associates of the offeror (as
defined in Section 430E(4) of the UK Companies Act 1985 or any modification or
re-enactment thereof)) to acquire all or a majority of the issued ordinary share


                                       40
<PAGE>
capital of the Guarantor, or if any person proposes a scheme with regard to such
acquisition, give notice of such offer or scheme to the Holders at the same time
as any notice thereof is sent to its Shareholders (or as soon as practicable
thereafter), that details concerning such offer or scheme may be obtained from
the specified offices of the Trustee and, where such an offer or scheme has been
recommended by the Board of Directors of the Guarantor, or where such an offer
has become or been declared unconditional in all respects, use its reasonable
endeavors to procure that a like offer or scheme is extended to the holders of
any Ordinary Shares issued during the period of the offer or scheme arising out
of the exercise of the Share Exchange Rights and/or to the Holders.

4.14       TAX ELECTION.

           Within 30 Business Days following the date hereof the Issuer and the
Guarantor will prepare and file with the UK Inland Revenue an election under
Section 247(4) of the UK Income and Corporation Taxes Act (ICTA) 1988. The
Issuer and the Guarantor will use their respective best efforts to cause the
election referred to above to be approved by the UK Inland Revenue on or prior
to the first interest payment date under the Intercompany Loan.

                                    ARTICLE 5
                             [INTENTIONALLY OMITTED]


                                    ARTICLE 6
                               CONVERSION OF NOTES

6.1        CONVERSION AND EXCHANGE RIGHT

           The Holder of each Note shall, subject to the provisions of this
Indenture and the Paying, Conversion and Exchange Agency Agreement, have the
right (exercisable, in the case of a Global Note, upon the direction of a
Participant to the extent of such Participant's Book-Entry Interest) (the
"CONVERSION AND EXCHANGE RIGHT") to convert such Notes into Preference Shares at
any time (subject to any applicable fiscal or other laws or regulations and as
hereinafter provided) after 16 August 2000 and prior to the close of business
(at the place where the relevant Note is delivered for conversion and exchange)
on 22 June 2005 (both days inclusive). If a Note shall have been called for
redemption prior to the Maturity Date, the Conversion and Exchange Right will
terminate at the close of business (at the place aforesaid) on the tenth
Business Day prior to the date fixed for redemption, except that if there is a
default in making payment in respect of such Note on the Redemption Date, the
Conversion and Exchange Right will terminate at the close of business (at the
place aforesaid) on the date on which such redemption payment is made and notice
thereof is given. For purposes hereof, a Conversion and Exchange Right will be
deemed exercised on the Conversion and Exchange Date with respect thereto.

           By exercising a Conversion and Exchange Right in respect of any
Notes, a holder of a Note (or the Trustee in the case of the exercise of
Conversion and Exchange Rights in connection with Section 6.9 below), shall be
deemed to have contemporaneously exercised the Share Exchange Right in respect
of the Preference Shares issuable upon conversion of such Notes (subject to and
in accordance with the rights attaching to the Preference Shares, the Memorandum
and Articles of Association and the Preference Share Guarantee). To give effect
to the exercise of that Share Exchange Right, the Issuer will procure that,
following each issuance of Preference Shares upon conversion of a Note to the


                                       41
<PAGE>
holder of such Note or the nominee of such holder (or the Trustee or as the
Trustee directs, as the case may be) and registration of such Preference Shares
in the name of such holder, the Preference Shares are immediately transferred to
the Guarantor in exchange for Ordinary Shares, credited as fully paid, at the
Exchange Price in effect on the relevant Conversion and Exchange Date (without
any further action by the holder of the Notes or by the Trustee).

           The Holders and the Trustee acknowledge and agree that, by delivering
a Conversion and Exchange Notice, such Holders and/or the Trustee authorize and
appoint the Issuer, the Guarantor, the Book-Entry Depositary, the Paying,
Conversion and Exchange Agents and the Registrar to do all such things and make
all such entries in the Issuer's and the Company's register of members and to
execute all such documents, whether on behalf of the relevant Holder or
otherwise (including the execution of instruments of transfer on behalf of the
relevant Holder) as may be necessary to effect the Share Exchange Right.

           Without limiting the foregoing, the Holder acknowledges that any such
transfer may be effected by Ogier Secretaries Limited, as agent for the Holder
(or any other person appointed for this purpose by the Issuer), and Ogier
Secretaries Limited, the Issuer and any other person appointed as aforesaid
shall be and is hereby authorized on behalf of the Holder to execute all such
documents and do all such things as may be necessary properly to effect such
transfer, without any cost or liability to, or any further action required by,
the Holder.

6.2        EXERCISE OF CONVERSION AND EXCHANGE RIGHT; FRACTIONS OF PREFERENCE
           SHARES

           (a) A Conversion and Exchange Right may be exercised only in respect
of $1,000 principal amount of a Note or an integral multiple thereof. Where a
Conversion and Exchange Right is exercised in respect of part only of a Global
Note, the principal amount thereof shall be reduced by annotation thereon by the
Principal Paying, Conversion and Exchange Agent.

           (b) Where a Conversion and Exchange Right is exercised in respect of
part only of a Definitive Registered Note, the surrendered Definitive Registered
Note shall be canceled and a new Definitive Registered Note for the balance
thereof shall be issued by the Registrar at the specified office of the
Registrar in lieu thereof, without charge but upon payment by the Holder of any
taxes, duties and governmental charges within 10 Business Days of the relevant
Conversion and Exchange Date.

           (c) No fractions of Preference Shares or scrip representing fractions
of Preference Shares will be issued on conversion, and no cash adjustment will
be payable in respect thereof. However, if the Conversion and Exchange Right in
respect of more than one Note is exercised at any one time such that Preference
Shares to be issued on conversion in respect thereof are to be registered in the
same name, the number of such Preference Shares to be issued in respect thereof
shall be calculated on the basis of the aggregate principal amount of the Notes
being so converted.

           (d) Upon conversion, the right of the converting Holder to repayment
of the principal amount of the Note to be converted (and, subject as described
in Section 6.6(b) hereof, accrued interest thereon) shall be extinguished and
released in consideration and in exchange therefor.


                                       42
<PAGE>
6.3        PROCEDURE FOR CONVERSION AND EXCHANGE

           (a) To exercise its Conversion and Exchange Right, the Holder of
Definitive Registered Notes must:

           (i) duly complete and manually sign a conversion and exchange notice
           in the form of Exhibit E hereto (a "CONVERSION AND EXCHANGE NOTICE")
           and deliver (or cause to be delivered) such Conversion and Exchange
           Notice to the Principal Paying, Conversion and Exchange Agent;

           (ii) surrender the Definitive Note to the Registrar;

           (iii) if required, furnish appropriate endorsements and transfer
           documents; and

           (iv) if required, pay any taxes and capital, stamp, issue and
           registration duties arising on the exercise of such Conversion and
           Exchange Right (other than any taxes or capital, stamp, issue and
           registration duties payable in Jersey or the United Kingdom in
           respect of the allotment and issue of Preference Shares upon
           conversion and/or Ordinary Shares upon exchange, which shall be
           payable by the Issuer or the Guarantor, as applicable), and all
           taxes, if any, arising by reference to any disposal or deemed
           disposal of any Ordinary Shares in connection with the exercise of
           such Conversion and Exchange Right.

           (b) To exercise its Conversion and Exchange Right, the holder of
Book-Entry Interests must:

           (i) duly complete and manually sign a Conversion and Exchange Notice
           and deliver (or cause to be delivered) such Conversion and Exchange
           Notice to the Issuer, the Guarantor, and the Principal Paying,
           Conversion and Exchange Agent;

           (ii) transfer such Book-Entry Interests to the Principal Paying,
           Conversion and Exchange Agent by book-entry transfer;

           (iii) if required, furnish appropriate endorsements and transfer
           documents; and

           (iv) if required, pay any taxes and capital, stamp, issue and
           registration duties arising on the exercise of such Conversion and
           Exchange Right (other than any taxes or capital, stamp, issue and
           registration duties payable in Jersey or the United Kingdom in
           respect of the allotment and issue of Preference Shares upon
           conversion and/or Ordinary Shares upon exchange, which shall be
           payable by the Issuer or the Guarantor, as applicable), and all
           taxes, if any, arising by reference to any disposal or deemed
           disposal of any Ordinary Shares in connection with the exercise of
           such Conversion and Exchange Right.

           (c) Once delivered, a Conversion and Exchange Notice will, unless the
Conversion and Exchange Date has not occurred within 10 Business Days or the
Issuer and the Guarantor otherwise consent in writing, be irrevocable.


                                       43
<PAGE>
           (d) A Conversion and Exchange Notice will be duly completed only if
the Holder makes the representation set forth in either (i) paragraph 7(a) of
the Conversion and Exchange Notice or (ii) if the Ordinary Shares to be issued
upon conversion and exchange, will be registered in a name other than that of
the converting Holder, the Participant directing the exercise of such right and
the representation set forth in paragraph 7(b) (in the case of 144A Notes) or
7(c) (in the case of Regulation S Notes). Unless and until such representations
are made, the Conversion and Exchange Date will not occur.

           (e) The first London Business Day following the date on which all of
the foregoing requirements set forth in clause (a), (b) and (d) above have been
satisfied is the "CONVERSION AND EXCHANGE NOTICE DATE." Preference Shares to be
issued upon conversion of Notes and Ordinary Shares to be issued upon exchange
of Preference Shares will be deemed to be, and shall be, registered as of the
tenth Business Day following the relevant Conversion and Exchange Notice Date
(the "CONVERSION AND EXCHANGE DATE") in the name(s) of the Person specified by
the Person completing the Conversion and Exchange Notice.

           (f) Unless and until the Conversion and Exchange Date has occurred
with respect to any Notes or Book-Entry Interests as to which the holder has
exercised its Conversion and Exchange Right, such holder shall retain all rights
with respect to such Notes or Book-Entry Interests and any such Notes or
Book-Entry Interests delivered to the Principal Paying, Conversion and Exchange
Agent shall be held by the Principal Paying, Conversion and Exchange Agent for
the sole benefit of the holder thereof until the Conversion and Exchange Date.

           (g) In connection with the foregoing, at least eight Business Days
prior to the Conversion and Exchange Date with respect to any Notes, the
Principal Paying, Conversion and Exchange Agent will deliver to the Issuer, the
Guarantor, the Trustee, the Preference Share Registrar and the Transfer Agent a
copy of the applicable Conversion and Exchange Notice and any documents required
to be delivered therewith. Each such delivery to the Preference Share Registrar
and the Transfer Agent shall indicate whether the Preference Shares and Ordinary
Shares to be delivered pursuant thereto must bear a legend pursuant to the terms
hereof and, if so, the text of such legend.

           (h) If the owner of a Book-Entry Interest shall exercise Conversion
and Exchange Rights attaching to Notes represented by a Global Note in the
manner set out in the Indenture, upon transfer or surrender of such Book-Entry
Interest to the account of the Book-Entry Depositary maintained with the
Depositary, the Book-Entry Depositary shall promptly (a) deliver the relevant
Global Note (and any certificates and transfer instructions) to the Principal
Paying, Conversion and Exchange Agent for endorsement to reflect the reduction
in principal amount of such Global Note resulting from such conversion and
exchange, (b) request that the Principal Paying, Conversion and Exchange Agent
deliver all certificates and instructions relating to such conversion and
exchange to the Registrar, and (c) instruct the Depositary to cancel the
Book-Entry Interest surrendered or transferred to the account of the Book-Entry
Depositary maintained with the Depositary.

           (i) In respect of any exercise of Conversion and Exchange Rights by a
holder of Book-Entry Interests, on the Conversion and Exchange Date related
thereto, the Principal Paying, Conversion and Exchange Agent shall (A) endorse
the relevant Global Notes with the relevant decrease to reflect such conversion
and (B) thereafter, return such Global Notes to the Book-Entry Depositary.


                                       44
<PAGE>
           (j) The Principal Paying, Conversion and Exchange Agent will cause
duly surrendered Definitive Registered Notes to be presented to the Issuer in
exchange for the number of newly issued Preference Shares issuable upon
conversion of such Notes at the Conversion Price in effect on the relevant
Conversion and Exchange Date.

6.4        CONVERSION PRICE

           The price at which the Notes shall be convertible into Preference
Shares (the "CONVERSION PRICE") shall be one Preference Share of the Issuer,
$1.00 nominal value, allotted at $1,000 credited as fully paid, for each $1,000
in principal amount of Notes surrendered for conversion and exchange.

6.5        PREFERENCE SHARES AND ORDINARY SHARES

           (a) The Issuer covenants that the Preference Shares allotted on
conversion will be fully paid and will rank pari passu in all respects with all
(if any) fully paid Preference Shares then in issue on the Conversion and
Exchange Date, except that the Preference Shares so allotted will not rank for
any dividend or other distribution declared, paid or made by reference to a
record date prior to such Conversion and Exchange Date.

           (b) Preference Shares will not be available for issue (i) to, or to a
nominee for, Euroclear, Clearstream Banking or any other person providing a
clearance service within Section 96 of the Finance Act 1986 of the United
Kingdom or (ii) to a person, or nominee or agent for a person, whose business is
or includes issuing depositary receipts within Section 93 of the Finance Act
1986 of the United Kingdom, in each case at any time prior to the "abolition
day" as defined in Section 111(1) of the Finance Act 1990 of the United Kingdom.

           (c)

           (i) Preference Shares issued in certificated form, if any, upon
           conversion of 144A Notes shall bear the following legend:

                     "THIS PREFERENCE SHARE AND ANY INTEREST HEREIN HAVE NOT
                     BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
                     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                     AND ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER THEREOF MUST
                     BE MADE ONLY (A) (I) TO A PERSON WHOM THE PURCHASER
                     REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
                     WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
                     ("RULE 144A") IN A TRANSACTION MEETING THE REQUIREMENTS OF
                     RULE 144A, (II) IN A TRANSACTION MEETING THE REQUIREMENTS
                     OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
                     SECURITIES ACT ("REGULATION S"), (III) PURSUANT TO AN
                     EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
                     PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) TO
                     TELEWEST COMMUNICATIONS PLC OR ANY SUBSIDIARY THEREOF AND
                     (B) IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE
                     SECURITIES LAWS OF ANY OTHER JURISDICTION."


                                       45
<PAGE>
           (ii) Preference Shares issued in certificated form, if any, upon
           conversion of Regulation S Notes shall bear the following legend:

                     "THIS PREFERENCE SHARE AND ANY INTEREST HEREIN HAVE NOT
                     BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
                     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                     AND, ON OR PRIOR TO 16 AUGUST 2000, MAY NOT BE OFFERED,
                     SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) IN AN
                     OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
                     904 OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION
                     S") OR (II) TO TELEWEST COMMUNICATIONS PLC OR ANY
                     SUBSIDIARY THEREOF. AFTER 16 AUGUST 2000, THIS NOTE AND ANY
                     INTEREST HEREIN MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH
                     THE SECURITIES ACT AND ALL APPLICABLE SECURITIES LAWS OF
                     ANY OTHER JURISDICTION."

           (d)

           (i) Ordinary Shares issued upon conversion and exchange of 144A Notes
           shall bear the following legend, unless (i) the exercising Holder
           delivers a Conversion and Exchange Notice containing a representation
           to the effect set forth in paragraph 7(a)(i) or 7(b)(ii) thereof or
           (ii) the exercising Holder delivers a Conversion and Exchange Notice
           containing a representation to the effect set forth in paragraph
           7(b)(i) thereof (in which case, the Ordinary Shares issued upon
           conversion and exchange of such 144A Notes shall bear the legend set
           forth in Section 6.6(d)(ii)):

                     "THIS ORDINARY SHARE AND ANY INTEREST HEREIN HAVE NOT BEEN
                     AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
                     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                     AND ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER THEREOF MUST
                     BE MADE ONLY (A) (I) IN A TRANSACTION MEETING THE
                     REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER
                     THE SECURITIES ACT ("REGULATION S"), (II) PURSUANT TO AN
                     EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
                     PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (Iii) TO
                     TELEWEST COMMUNICATIONS PLC OR ANY SUBSIDIARY THEREOF AND
                     (B) IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE
                     SECURITIES LAWS OF ANY OTHER JURISDICTION.

                     NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING,
                     THESE ORDINARY SHARES MAY NOT BE DEPOSITED INTO ANY
                     UNRESTRICTED DEPOSITARY FACILITY ESTABLISHED OR MAINTAINED
                     BY A DEPOSITARY BANK, UNLESS AND UNTIL SUCH TIME AS SUCH
                     ORDINARY SHARES ARE NO LONGER "RESTRICTED SECURITIES"
                     WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES
                     ACT."

                                       46
<PAGE>
           (ii) Ordinary Shares issued upon conversion of Regulation S Notes
           shall bear the following legend, unless the exercising Holder
           delivers a Conversion and Exchange Notice containing a representation
           to the effect set forth in paragraph 7(a)(ii), 7(c)(ii) or 7(c)(iii)
           thereof:

                     "THIS ORDINARY SHARE AND ANY INTEREST HEREIN HAVE NOT BEEN
                     AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
                     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                     AND ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER THEREOF PRIOR
                     TO THE EXPIRATION OF THE RELEVANT "DISTRIBUTION COMPLIANCE
                     PERIOD," AS DEFINED IN REGULATION S UNDER THE SECURITIES
                     ACT ("REGULATION S"), MUST BE MADE (A)(I) IN AN OFFSHORE
                     TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
                     REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"),
                     (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
                     SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
                     AVAILABLE) OR (III) TO TELEWEST COMMUNICATIONS PLC OR ANY
                     SUBSIDIARY THEREOF AND (B) IN EACH CASE, IN ACCORDANCE WITH
                     ALL APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION.
                     UPON EXPIRATION OF THE RELEVANT DISTRIBUTION COMPLIANCE
                     PERIOD, THIS ORDINARY SHARE AND ANY INTEREST HEREIN MAY BE
                     TRANSFERRED ONLY IN ACCORDANCE WITH THE SECURITIES ACT AND
                     ALL APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION.

                     NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING,
                     THESE ORDINARY SHARES MAY NOT BE DEPOSITED INTO ANY
                     UNRESTRICTED DEPOSITARY FACILITY ESTABLISHED OR MAINTAINED
                     BY A DEPOSITARY BANK, UNLESS AND UNTIL SUCH TIME AS SUCH
                     ORDINARY SHARES ARE NO LONGER "RESTRICTED SECURITIES"
                     WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES
                     ACT."

6.6        INTEREST ON CONVERSION

           (a) Except as provided in Section 6.6(b), no interest shall accrue
from the Interest Payment Date immediately preceding a Conversion and Exchange
Date (or if the Conversion and Exchange Date falls before the first scheduled
Interest Payment Date, since the Issue Date) on Notes in respect of which
Conversion and Exchange Rights have been exercised.

           (b) If any notice of redemption of any Notes is given as described in
Section 3.2 during the period starting on the seventh day prior to a record date
in respect of any dividend payable in respect of the Ordinary Shares and ending
on the Interest Payment Date next following that record date where such notice
specifies a Redemption Date falling on or prior to the date which is 14 days
after the Interest Payment Date next following such record date, interest shall
accrue on Notes in respect of which Conversion and Exchange Rights shall have
been exercised and in respect of which the Conversion and Exchange Date falls
after such record date and on or prior to the Interest Payment Date next
following such record date, from the preceding Interest Payment Date (or, if
such Conversion and Exchange Date falls before the first Interest Payment Date,


                                       47
<PAGE>
from the Issue Date) to such Conversion and Exchange Date. Any such interest
shall be paid by the Issuer not later than 14 days after the relevant Conversion
and Exchange Date by check, or by transfer to, an account as set forth in
Section 2.4.

6.7        CANCELLATION OF NOTES

           All Notes delivered for conversion and exchange shall (subject to the
provisions of Section 6.2(a) hereof) be delivered to the Trustee to be canceled
by or at the direction of the Trustee, which shall dispose of the same as
provided in Section 2.12.

6.8        RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS

           The Trustee, subject to the provisions of Section 8.1, and the
Registrar and any Paying, Conversion and Exchange Agent shall not at any time be
under any duty or responsibility to any Holder to determine whether any facts
exist which may require any adjustment of the Conversion Price, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, or herein or in any supplemental indenture provided to be
employed, in making the same. Neither the Trustee, nor the Registrar nor the
Paying, Conversion and Exchange Agents shall be accountable with respect to the
validity or value (or the kind or amount) of any Preference Share or Ordinary
Shares or of any other securities or property, which may at any time be issued
or delivered upon the conversion and exchange of any Note; and it or they do not
make any representation with respect thereto. Neither the Trustee, the Registrar
or any Paying, Conversion and Exchange Agent shall be responsible for any
failure of the Issuer to make any cash payment or to issue, transfer or deliver
any shares of stock or stock certificates or other Notes or property upon the
surrender of any Note for the purpose of conversion and exchange; and the
Trustee, subject to the provisions of Section 8.1, and the Registrar and any
Paying, Conversion and Exchange Agent shall not be responsible for any failure
of the Issuer to comply with any of the covenants of the Issuer contained in
this Article 6.

6.9        CONVERSION AND EXCHANGE BY TRUSTEE UPON REDEMPTION

           (a) In the event the Issuer elects to redeem the Notes, the Trustee
may, in its sole and absolute discretion (but without liability for any loss),
during the period starting five London Business Days prior to a Redemption Date
and ending on the close of business on the London Business Day immediately prior
to such Redemption Date, elect by written notice to the Principal Paying,
Conversion and Exchange Agent (in form and substance similar to the Conversion
and Exchange Notice attached hereto as Exhibit G) to exercise Conversion and
Exchange Rights in respect of the aggregate principal amount of Notes to be
redeemed on such date with respect to which no Conversion and Exchange Notice
has been delivered (the "UNEXERCISED NOTES"); provided that the Trustee shall
have received all required consents (if any) and the Trustee shall be satisfied
or have been advised by an investment bank of international repute selected and
appointed by the Trustee that the net proceeds of an immediate sale of Ordinary
Shares arising from conversion and exchange (without regard to liability (other
than the liability of the Trustee, the Issuer or the Guarantor) for any taxes or
capital, stamp, issue or registration duties arising on conversion and exchange)
would be likely to exceed the redemption price payable in respect of the
Unexercised Notes by at least 5.0%.


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<PAGE>
           (b) The Ordinary Shares issuable upon such conversion and exchange
shall be issued on the tenth Business Day following delivery of the written
notice referred to in Section 6.9(a) above and, when issued, shall be sold by,
or on behalf of, the Trustee in any manner that complies with law as soon as
practicable after issuance thereof. The net proceeds of the sale of the Ordinary
Shares issued in respect of such Unexercised Notes shall be held by the Trustee
in trust for the holders of the Unexercised Notes and distributed pro rata to
such holders, after deduction for any amounts payable by the Trustee or by the
holder of an Unexercised Note in respect of any taxes, or capital, stamp, issue
or registration duties and any costs incurred by the Trustee in connection with
the allotment and sale of such Ordinary Shares. If requested by the Trustee, the
Issuer shall deliver to the Trustee an Opinion of Counsel that the intended
method of distribution of such Ordinary Shares would not violate or conflict
with any applicable law.

           (c) The Preference Shares, if any, issued upon such conversion shall
bear the 144A Preference Share Legend. The Ordinary Shares issued upon such
conversion and exchange shall bear the 144A Ordinary Share Legend.

           (d) The Trustee shall have no liability in respect of the exercise or
non-exercise of its discretion described in the preceding two paragraphs, or the
timing of such exercise or in respect of any such sale of Ordinary Shares or the
conversion of the net proceeds of sale thereof into US dollars, whether for the
timing of any such sale or conversion or the price at which any such Ordinary
Shares are sold or the rate at which such net proceeds are converted into US
dollars, or the inability to sell any such Ordinary Shares or make such
conversion or otherwise.

                                    ARTICLE 7
                              DEFAULT AND REMEDIES

7.1        EVENTS OF DEFAULT

           (a) Each of the following events is an "EVENT OF DEFAULT":

           (i) the Issuer defaults in the payment of principal or of premium of
           any Note when the same becomes due and payable, at maturity or upon
           acceleration, redemption or otherwise;

           (ii) the Issuer defaults in the payment of interest on any Note when
           the same becomes due and payable, and such default continues for a
           period of 30 days;

           (iii) the Issuer fails to perform or comply with the provisions of
           Section 4.12 or Section 11.3;

           (iv) the Issuer fails to repurchase Notes at the conclusion of the
           Change of Control Offer referred to in Section 4.9;

           (v) the Issuer or the Guarantor defaults in the performance of or
           breaches any other covenant or agreement in this Indenture or under
           the Notes, the Note Guarantee or the Preference Share Guarantee, and
           such default or breach continues for a period of 30 consecutive days
           after written notice by the Trustee or the Holders of 25.0% or more
           in aggregate principal amount of the Notes outstanding;


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<PAGE>
           (vi) there occurs with respect to any issue or issues of Indebtedness
           of the Guarantor or any Significant Subsidiary having an outstanding
           principal amount of (pound)10 million or more in the aggregate for
           all such issues of all such Persons, whether such Indebtedness now
           exists or shall hereafter be created, the following:

                      (A) an event of default that has caused the holders
                      thereof to declare such Indebtedness to be due and payable
                      prior to its Stated Maturity and such Indebtedness has not
                      been discharged in full or such acceleration has not been
                      rescinded or annulled within 30 days following such
                      acceleration; and/or

                      (B) the failure to make a principal payment at the final
                      (but not any interim) Stated Maturity and such defaulted
                      payment shall not have been made, waived or extended
                      within 30 days of such payment default;

           (vii) any final judgment or order for the payment of money in excess
           of (pound)10 million in the aggregate for all such final judgments or
           orders against all such Persons shall be rendered against the Issuer,
           the Guarantor or any Significant Subsidiary and shall not be paid or
           discharged, and there shall be any period of 60 consecutive days
           following entry of the final judgment or order that causes the
           aggregate amount for all such final judgments or orders outstanding
           and not paid or discharged against all such Persons to exceed
           (pound)10 million during which a stay of enforcement of such final
           judgment or order, by reason of a pending appeal or otherwise, shall
           not be in effect;

           (viii)

                      (A) a court of competent jurisdiction enters a Bankruptcy
                      Order under any Bankruptcy Law that:

                                 (1) is for relief against the Issuer, the
                                 Guarantor or any Significant Subsidiary in an
                                 involuntary case or proceeding,

                                 (2) appoints a Custodian of the Issuer, the
                                 Guarantor or any Significant Subsidiary for all
                                 or substantially all of its properties, or

                                 (3) orders the liquidation of the Issuer, the
                                 Guarantor or any Significant Subsidiary,

                      and, in each case, such order or decree remains unstayed
                      and in effect for 60 days;

                      (B) The holder of any Indebtedness with a principal amount
                      of (pound)10 million or more appoints a receiver or
                      similar official with respect to all or substantially all
                      of the assets of the Issuer, the Guarantor or any
                      Significant Subsidiary and such receiver is not removed
                      for 120 days; and

           (ix) the Issuer, the Guarantor or any Significant Subsidiary pursuant
           to or within the meaning of any Bankruptcy Law:

                      (A) commences a voluntary case or proceeding,


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<PAGE>
                      (B) consents to the entry of a Bankruptcy Order for relief
                      against it in an involuntary case or proceeding,

                      (C) consents to the appointment of a Custodian of it or
                      for all or substantially all of its property,

                      (D) makes a general assignment for the benefit of its
                      creditors or files a proposal or scheme of arrangement
                      involving the rescheduling or composition of its
                      indebtedness,

                      (E) consents to the filing against it of a petition in
                      bankruptcy, or

                      (F) shall generally not pay its debts when such debts
                      become due or shall admit in writing its inability to pay
                      its debts generally.

           (b) For purposes of this Article 7 and Article 11, the term
"CUSTODIAN" is defined to mean any custodian, receiver, interim receiver,
receiver and manager, trustee, assignee, liquidator, sequestrator or similar
official charged with maintaining possession or control over property for one or
more creditors, whether under any Bankruptcy Law or otherwise. The term
"BANKRUPTCY ORDER" is defined to mean any court order made in a proceeding
pursuant to or within the meaning of any Bankruptcy Law, containing an
adjudication of bankruptcy or insolvency, or providing for liquidation, winding
up, dissolution or reorganization, or appointing a Custodian of a debtor or of
all or any substantial part of a debtor's property, or providing for the
staying, arrangement, adjustment or composition of indebtedness or other relief
of a debtor.

7.2        ACCELERATION

           If an Event of Default (other than an Event of Default specified in
Section 7.1(a)(viii) or (ix) that occurs with respect to the Issuer or the
Guarantor) occurs and is continuing under this Indenture, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, by written notice to the Issuer and the Guarantor (and to the
Trustee if such notice is given by the Holders (the "ACCELERATION NOTICE")),
may, and the Trustee at the request of such Holders shall, declare the Notes to
be immediately due and payable at 100% of the Principal thereof, plus accrued
and unpaid interest thereon to the date of such declaration. Upon a declaration
of acceleration, such Principal and accrued interest shall be immediately due
and payable. In the event of a declaration of acceleration because an Event of
Default set forth in Section 7.1(a)(vi) has occurred and is continuing, such
declaration of acceleration shall be automatically rescinded and annulled if the
event of default triggering such Event of Default pursuant to Section 7.1(a)(vi)
shall be remedied or cured by the Issuer, the Guarantor and/or the relevant
Significant Subsidiaries or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect thereto. If an
Event of Default specified in Section 7.1(a)(viii) or (ix) above occurs with
respect to the Issuer or the Guarantor, the Notes then outstanding shall ipso
facto become and be immediately due and payable at 100% of the outstanding
Principal thereof plus accrued and unpaid interest to the date of such Event of
Default, in each case without any declaration or other act on the part of the
Trustee or any Holder.

           The Holders of at least a majority in principal amount of the then
outstanding Notes by written notice to the Issuer, the Guarantor and to the
Trustee may waive all past Defaults and rescind and annul a declaration of


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<PAGE>
acceleration and its consequences if (a) the Issuer has paid or deposited with
the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes,
(iii) the principal of any Notes that have become due otherwise than by such
declaration or occurrence of acceleration and interest thereon at the rate
prescribed therefor by such Notes, and (iv) to the extent that payment of such
interest is lawful, interest upon overdue interest at the rate prescribed
therefor by such Notes, (b) all existing Events of Default, other than the
non-payment of the principal of, and accrued interest on the Notes that have
become due solely by such declaration or occurrence of acceleration, have been
cured or waived and (c) the rescission would not conflict with any judgment,
decree or order of a court of competent jurisdiction.

7.3        OTHER REMEDIES

           If an Event of Default occurs and is continuing, the Trustee may
pursue, in its own name or as trustee of an express trust, any available remedy
by proceeding at law or in equity to collect the payment of Principal of or
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

           The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding.

7.4        WAIVER OF PAST DEFAULT
           Subject to Sections 7.2, 7.7 and 10.2, the Holders of at least a
majority in principal amount of the outstanding Notes, by notice to the Trustee,
may waive an existing Default or Event of Default and its consequences, except a
Default in the payment of principal of, or interest on any Note as specified in
Section 7.1(a)(i) or (ii) in respect of a covenant or provision of this
Indenture which cannot pursuant to Section 10.2 be modified or amended without
the consent of the Holder of each outstanding Note affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

7.5        CONTROL BY MAJORITY

           Subject to the provisions of Section 8.2(f), the Holders of at least
a majority in principal amount of the outstanding Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on it; provided, however,
that the Trustee may refuse to follow any direction that (a) conflicts with law
or this Indenture, (b) may involve the Trustee in personal liability, or (c)
that the Trustee determines in good faith may be unduly prejudicial to the
rights of Holders of Notes not joining in the giving of such direction; and
provided, further, that the Trustee may take any other action it deems proper
that is not inconsistent with any such direction received from Holders of Notes.

7.6        LIMITATION ON SUITS

           A Holder may not pursue any remedy with respect to this Indenture or
the Notes unless:


                                       52
<PAGE>
           (a) the Holder gives to the Trustee written notice of a continuing
Event of Default;

           (b) the Holders of at least 25% in aggregate principal amount of
outstanding Notes make a written request to the Trustee to pursue the remedy;

           (c) if requested by the Trustee, such Holder or Holders offer the
Trustee indemnity satisfactory to the Trustee against any costs, liability or
expense (including the reasonable fees and expenses of its counsel);

           (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity; and

           (e) during such 60-day period the Holders of a majority in aggregate
principal amount of the outstanding Notes do not give the Trustee a direction
inconsistent with the request.

           A Noteholder may not use this Indenture to prejudice the rights of
another Noteholder or to obtain a preference or priority over such Noteholder.

7.7        RIGHTS OF HOLDERS TO RECEIVE PAYMENT

           Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of Principal of, and interest on, a Note or to
bring suit for the enforcement of any such payment, on or after the due date for
such payment expressed in the Notes, is absolute and unconditional and shall not
be impaired or affected without the consent of such Holder.

7.8        COLLECTION SUIT BY TRUSTEE

           If an Event of Default specified in Section 7.1(a)(i) or (ii) occurs
and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Issuer, the Guarantor or any other
obligor on the Notes for the whole amount of Principal and accrued interest
remaining unpaid together with interest on overdue Principal and, to the extent
that payment of such interest is lawful, interest on overdue installments of
interest, in each case at a rate equal to that borne by the Notes, which
interest shall be compounded semiannually each 7 January and 7 July, and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

7.9        TRUSTEE MAY FILE PROOFS OF CLAIM

           The Trustee shall be entitled and empowered to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 8.7) and the
Noteholders allowed in any judicial proceedings relative to the Issuer, the
Guarantor or the Subsidiaries of the Issuer (or any other obligor on the Notes),
its creditors or its property and shall be entitled and empowered to collect and
receive any monies, securities or other property payable or deliverable upon
conversion or exchange of the Notes or upon any such claims and to distribute


                                       53
<PAGE>
the same, and any Custodian in any such judicial proceeding is hereby authorized
by each Noteholder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Noteholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 8.7. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to,
or accept or adopt on behalf of any Noteholder, any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Noteholder in any such proceeding.

7.10       PRIORITIES.

           If the Trustee collects any money pursuant to this Article 7, it
shall pay out such money in the following order:

           First:     to the Trustee for amounts due under Section 8.7;

           Second:    to Holders for amounts then due and unpaid for Principal
                      of, and interest on the Notes in respect of which or for
                      the benefit of which such money has been collected,
                      ratably, without preference or priority of any kind,
                      according to the amounts due and payable on such Notes for
                      Principal, and interest, respectively; and

           Third:     to the Issuer or any other obligors of the Notes, as their
                      interests may appear, or as a court of competent
                      jurisdiction may direct.

           The Trustee, upon prior written notice to the Issuer, may fix a
record date and payment date for any payment to Noteholders pursuant to this
Section 7.10.

7.11       UNDERTAKING FOR COSTS

           In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 7.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 7.7, or a suit by Holders of more than 10% in aggregate
principal amount of outstanding Notes.

7.12       RESTORATION OF RIGHTS AND REMEDIES

           If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then, and in every such case, subject to any
determination in such proceeding, the Issuer, the Guarantor, the Trustee and the
Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Issuer, the Guarantor,
the Trustee and the Holders shall continue as though no such proceeding had been
instituted.

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<PAGE>
7.13       RIGHTS AND REMEDIES CUMULATIVE

           Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or wrongfully taken Notes in Section 2.8,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

7.14       DELAY OR OMISSION NOT WAIVER

           No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article 7 or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

                                   ARTICLE 8
                                    TRUSTEE

8.1        DUTIES OF TRUSTEE

           (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

           (b) Except during the continuance of an Event of Default:

           (i) The Trustee undertakes to perform such duties as are specifically
           set forth in this Indenture, and no implied covenants or obligations
           shall be read into this Indenture against the Trustee; and

           (ii) in the absence of bad faith on its part, the Trustee may
           conclusively rely, as to the truth of the statements and the
           correctness of the opinions expressed therein, upon certificates or
           opinions furnished to the Trustee and conforming to the requirements
           of this Indenture; provided, however, that in the case of any such
           certificates or opinions which by any provision hereof are
           specifically required to be furnished to the Trustee, the Trustee
           shall examine such certificates and opinions to determine whether or
           not they conform to the requirements of this Indenture (but need not
           confirm or investigate the accuracy of mathematical calculations or
           other facts stated therein).

           (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct except that:


                                       55
<PAGE>
           (i) This paragraph does not limit the effect of paragraph (b) of this
           Section 8.1;

           (ii) the Trustee shall not be liable for any error of judgment made
           in good faith by a Responsible Officer, unless it is proved that the
           Trustee was negligent in ascertaining the pertinent facts;

           (iii) the Trustee shall not be liable with respect to any action it
           takes or omits to take in good faith in accordance with a direction
           received by it from the Holders of a majority in principal amount of
           the Notes; and

           (iv) no provision of this Indenture shall require the Trustee to
           expend or risk its own funds or otherwise incur any financial
           liability in the performance of any of its duties hereunder or in the
           exercise of any of its rights or powers.

           (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 8.1.

           (e) The Trustee may refuse to perform any duty or exercise any right
or unless it is provided adequate funds to enable it to do so and it receives
indemnity satisfactory to it in its sole discretion against any loss, liability,
fee or expense.

8.2        RIGHTS OF TRUSTEE

           Subject to TIA Sections 315(a) through (d), and except as provided in
Section 8.l:

           (a) The Trustee may conclusively rely upon, and shall be protected in
acting or refraining from acting upon, any document believed by it to be genuine
and to have been signed or presented by the proper Person. The Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer and/or the Guarantor, personally or by agent or attorney.

           (b) Before the Trustee acts or refrains from acting with respect to
any matter contemplated by this Indenture, it may require an Officer's
Certificate or an Opinion of Counsel, which shall conform to the provisions of
Section 12.5. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such certificate or opinion.

           (c) The Trustee may act through attorneys and agents and shall not be
responsible for the misconduct or negligence of any attorney or agent (other
than employees of the Trustee) appointed with due care.

           (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it reasonably believes to be authorized or within
its rights or powers; provided that the Trustee's conduct does not constitute
negligence or bad faith.

                                       56
<PAGE>
           (e) The Trustee may consult with counsel of its selection and the
advice or opinion of such counsel as to matters of law shall be full and
complete authorization in respect of any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.

           (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.

           (g) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, extend to, and shall be enforceable by, the Trustee in each of its
capacities hereunder, and to each agent of the Trustee employed to act
hereunder.

           (h) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
Book-Entry Interests, other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if
and when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.

8.3        INDIVIDUAL RIGHTS OF TRUSTEE

           The Trustee in its individual capacity or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Issuer, the
Guarantor or the Guarantor's Subsidiaries and Affiliates with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to TIA Sections 310(b) and 311 pursuant to which
the Trustee shall resign if it acquires and does not eliminate a conflicting
interest as defined therein.

8.4        TRUSTEE'S DISCLAIMER

           The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes; it shall not be accountable for the Issuer's use of
the proceeds from the issuance of the Notes; and it shall not be responsible for
any statement of the Issuer in the Notes other than the Trustee's certificate of
authentication.

8.5        NOTICE OF DEFAULTS

           If any Default or any Event of Default with respect to the Notes
occurs and is continuing and is actually known by a Responsible Officer of the
Trustee, the Trustee shall give notice of the Default or Event of Default within
45 days after the occurrence thereof to the Holders of the Notes, unless such
Default shall have been cured or waived before the mailing of such notice.
Except in the case of a Default or an Event of Default in the payment of
principal or interest on any Note, the Trustee may withhold the notice to the
Noteholders if a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interest of Noteholders.


                                       57
<PAGE>
           Subject to the provisions of Sections 8.1 and 8.2, the Trustee shall
not be deemed to have knowledge of any Default, Event of Default or Change of
Control Triggering Event except (i) a default described in Section 7.1 (a)(i) or
(ii) if the Trustee is the Paying, Conversion and Exchange Agent, or (ii) any
Default, Event of Default or Change of Control Triggering Event of which the
Trustee shall have received written notification at its Corporate Trust Office
or a Responsible Officer charged with the administration of this Indenture shall
have obtained actual knowledge, and such notification shall not be deemed to
include receipt of information obtained in any report or other reports and
documents furnished under Section 4.7 of this Indenture which reports and
documents the Trustee shall have no duty to examine.

8.6        REPORTS BY TRUSTEE TO HOLDERS

           Within 60 days after May 15 of each year commencing with 2001 and for
as long as there are Notes outstanding hereunder, the Trustee shall mail to each
Holder of Definitive Registered Notes, if any, and to the Holder of the Global
Note, the Trustee's brief report dated as of such date that complies with TIA
ss. 313(a). The Trustee also shall comply with TIA ss. 313(b) and TIA ss. 313(c)
and (d). A copy of such report at the time of its mailing to Noteholders shall
be filed with the SEC, if required, and each stock exchange, if any, on which
the Notes are listed.

           The Issuer shall promptly notify the Trustee if the Notes become
listed on any stock exchange other than the London Stock Exchange, and the
Trustee shall comply with TIA ss.313(d).

8.7        COMPENSATION AND INDEMNITY

           The Issuer and the Guarantor shall jointly and severally pay to the
Trustee such compensation as shall be agreed upon in writing for its services.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer and the Guarantor shall jointly and
severally reimburse the Trustee upon request for all reasonable out-of-pocket
disbursements, expenses and advances (including reasonable fees and expenses of
counsel) incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, out-of-pocket
disbursements and expenses of the Trustee's agents and counsel.

           The Issuer and the Guarantor shall, jointly and severally, indemnify
the Trustee for, and hold it harmless against, any loss or liability, damage,
claim or expense incurred by it without negligence or bad faith on its part in
connection with the acceptance or administration of this Indenture and its
duties under this Indenture, the Notes and the Note Guarantee in its capacity as
Trustee, Paying, Conversion and Exchange Agent or Registrar, including the costs
and expenses of investigating or defending itself against any claim or liability
and of complying with any process served upon it or any of its officers in
connection with the exercise or performance of any of its powers or duties under
this Indenture, the Notes and the Note Guarantee. The Trustee shall notify the
Issuer and the Guarantor promptly of any claim asserted against the Trustee for
which it may seek indemnity. Neither the Issuer nor the Guarantor need reimburse
any expense or indemnify against any loss or liability incurred by the Trustee,
the Paying, Conversion and Exchange Agent or the Registrar through the
Trustee's, the Paying, Conversion and Exchange Agent's or the Registrar's, as
the came may be, own willful misconduct, negligence or bad faith.


                                       58
<PAGE>
           To secure the Issuer's and the Guarantor's payment obligations in
this Section 8.7, the Trustee shall have a lien prior to the Notes on all money
or property held or collected by it, in its capacity as Trustee, Paying,
Conversion and Exchange Agent or Registrar, except money or property held in
trust to pay principal of, Premium, if any, and interest on particular Notes.
Such lien shall survive the termination of this Indenture.

           Subject to any other rights available to the Trustee under any
applicable Bankruptcy Law, when the Trustee incurs expenses or renders services
after an Event of Default specified in Section 7.1(a)(viii) or (ix) occurs, the
parties hereto and the Noteholders, by acceptance of the Notes, hereby agree
that the expenses and the compensation for the services are intended to
constitute expenses of administration under any applicable Bankruptcy Law.

           The Trustee's rights under this Section 8.7 shall survive the
resignation or removal of the Trustee, the redemption of the Notes and the
termination of this Indenture.

8.8        REPLACEMENT OF TRUSTEE

           A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 8.8.

           The Trustee may resign at any time by so notifying the Issuer in
writing. The Holders of a majority in principal amount of the outstanding Notes
may remove the Trustee by so notifying the Trustee in writing and may appoint a
successor Trustee with the Issuer's consent, which consent shall not be
unreasonably withheld. The Issuer may remove the Trustee if:

           (a) the Trustee fails to comply with Section 8.10;

           (b) the Trustee is adjudged a bankrupt or an insolvent;

           (c) a receiver or other public officer takes charge of the Trustee or
its property; or

           (d) the Trustee becomes incapable of acting.

           If the Trustee resigns or is removed or if a vacancy exists in the
office of the Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Issuer shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Issuer.

           A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer and the Guarantor.
Immediately after such delivery, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee (subject to the lien
provided in Section 8.7), the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee shall
mail notice of its succession to each Noteholder.

           If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, the
Guarantor or the Holders of a majority in principal amount of the outstanding


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Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

           If the Trustee fails to comply with Section 8.10, any Noteholder who
satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

           Notwithstanding replacement of the Trustee pursuant to this Section
8.8, the obligations of the Issuer and the Guarantor under Section 8.7 shall
continue for the benefit of the retiring Trustee.

8.9        SUCCESSOR TRUSTEE BY MERGER, ETC

           If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the resulting, surviving or
transferee corporation or national banking association without any further act
shall be the successor Trustee provided such corporation shall be otherwise
qualified and eligible under this Article 8.

8.10       ELIGIBILITY; DISQUALIFICATION

           This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1). The Trustee shall have a combined capital and
surplus of at least US$50,000,000 as set forth in its most recent published
annual report of condition. The Trustee may not be an obligor upon the Notes of
an Affiliate of any such obligor.

8.11       MONEY HELD IN TRUST

           The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree with the Issuer. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law and except for money held in trust under Article 9 of this Indenture.

8.12       WITHHOLDING TAXES

           Each Paying, Conversion and Exchange Agent, as agent for the Issuer,
shall exclude and withhold from each payment of principal and interest and other
amounts due hereunder or under the Notes any and all withholding taxes
applicable thereto as required by US federal, New York State or UK law, or as
otherwise directed in writing by the Issuer. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Notes, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the Holders of
the Notes, that it will file any necessary withholding tax returns or statements
when due, and that, as promptly as possible after the payment thereof, it will
deliver to each Holder of a Note appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such Holders may
reasonably request from time to time.


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8.13       CO-TRUSTEES

           It is the intention of the Trustee, that this Indenture shall not
cause a violation of any law of any jurisdiction denying or restricting the
right of banking corporations or associations to transact business as trustee in
such jurisdiction. In furtherance of the foregoing, the Trustee may appoint an
additional individual or institution that meets the requirements of Section 8.10
hereof as a separate or co-trustee to act in jurisdictions other than the United
States and the United Kingdom. Upon such appointment, the Trustee will notify
the Holders thereof and each and every remedy, power, right, claim, demand,
cause of action, immunity, estate, title, interest, lien, duty and obligation
expressed or intended by this Indenture to be exercised by, vested in, conveyed
to or imposed on the Trustee with respect thereto shall be exercisable by, vest
in and be imposed on such separate or co-trustee but, in the case of any such
remedy, power, right, claim, demand, cause of action, immunity, estate, title,
interest or lien, only to the extent necessary to enable such separate or
co-trustee to exercise such powers, rights and remedies, and only to the extent
that the Trustee by the laws of any jurisdiction is incapable of exercising such
powers, rights and remedies and every covenant and obligation necessary to the
exercise thereof by such separate or co-trustee shall run to and be enforceable
by either of them.

           Should any instrument in writing from the Issuer be required by the
separate or co-trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers, trusts,
duties and obligations, any and all such instruments in writing shall, on
request, be executed, acknowledged and delivered by the Issuer at the expense of
the Issuer; provided, that if an Event of Default shall have occurred and be
continuing, if the Issuer does not execute any such instrument within fifteen
(15) days after request therefor, the Trustee shall be empowered as an
attorney-in-fact for the Issuer to execute any such instrument in the Issuer's
name and stead. In case any separate or co-trustee or a successor to either
shall die, become incapable of acting, resign or be removed, all the estates,
properties, rights, powers, trusts, duties and obligations of such separate or
co-trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee until the appointment of a new trustee or successor to such separate or
co-trustee.

           No trustee hereunder shall be personally liable by reason of any act
or omission of any other trustee hereunder; provided that such co-trustee was
appointed with due care.

           The Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.

           Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions
of this Article 8. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and sent to the Holders.

           Any separate trustee or co-trustee may at any time constitute the
Trustee, its agent or attorney-in-fact with full power and authority, to the


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extent not prohibited by law or this Indenture, to do any lawful act under or in
respect of this Indenture on its behalf and in its name.

                                   ARTICLE 9
                       DISCHARGE OF INDENTURE; DEFEASANCE

9.1        TERMINATION OF OBLIGATIONS

           The Issuer and the Guarantor may, at their option, terminate their
obligations under the Notes, the Note Guarantee and this Indenture, except those
obligations referred to in the last paragraph of this Section 9.1, if

           (a) all Notes previously authenticated and delivered (other than
destroyed, lost or stolen Notes which have been replaced or paid) have been
delivered to the Trustee for cancellation and the Issuer and the Guarantor have
paid all sums payable by them hereunder; or

           (b) (i) the Notes have become due and payable, mature within one year
or all of them are to be called for redemption within one year under
arrangements satisfactory to the Trustee for giving the notice of redemption,
(ii) the Issuer or the Guarantor irrevocably deposits in trust with the Trustee
during such one-year period, under the terms of an irrevocable trust agreement
in form and substance satisfactory to the Trustee, as trust funds solely for the
benefit of the Holders for that purpose, US Dollars or Government Obligations
sufficient (in the opinion of an internationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee), without consideration of any reinvestment of any interest thereon, to
pay principal and interest, on the Notes to maturity or redemption, as the case
may be, and to pay all other sums payable by the Issuer and the Guarantor
hereunder, (iii) no Default or Event of Default with respect to the Notes shall
have occurred and be continuing on the date of such deposit, (iv) such deposit
will not result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Issuer or the
Guarantor is a party or by which either of them is bound, and (v) each of the
Issuer and the Guarantor has delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel, in each case stating that all conditions precedent
provided for herein relating to the satisfaction and discharge of this Indenture
have been complied with.

           With respect to the foregoing Section 9.1(a), the Issuer's and the
Guarantor's obligations under Article 6 and Sections 8.7, 9.4 and 9.5 shall
survive. With respect to the foregoing Section 9.1(b) the Issuer's and the
Guarantor's obligations in Article 6 and Sections 2.2, 2.3, 2.6, 2.7, 2.8, 2.13,
4.1, 4.2, 8.7, 8.8, 9.3, 9.4 and 9.5 shall survive until the Notes are no longer
outstanding. Thereafter, only the Issuer's and the Guarantor's obligations in
Sections 8.7, 9.4 and 9.5 shall survive. After any such irrevocable deposit, the
Trustee upon request shall acknowledge in writing the discharge of the Issuer's
and the Guarantor's obligations under the Notes, the Note Guarantee and this
Indenture except for those surviving obligations specified above.

9.2        LEGAL DEFEASANCE AND COVENANT DEFEASANCE

           (a) The Issuer and the Guarantor may, at their option by Board
Resolution of the Board of the Issuer and the Guarantor, at any time, with
respect to the Notes, elect to have either paragraph (b) or paragraph (c) below


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be applied to the outstanding Notes upon compliance with the conditions set
forth in paragraph (d).

           (b) Upon the Issuer's and the Guarantor's exercise under paragraph
(a) of the option applicable to this paragraph (b), the Issuer and the Guarantor
shall be deemed to have been released and discharged from its obligations with
respect to the outstanding Notes on the date the conditions set forth below are
satisfied (hereinafter, "LEGAL DEFEASANCE"). Notwithstanding anything else in
this Section 9.2, such discharge will not occur prior to the end of the
six-month period specified in paragraph (d)(iii) below or, if applicable, until
the end of the one-year period specified in clause (2) of paragraph (d)(x)
below. For this purpose, legal defeasance means that the Issuer shall be deemed
to have paid and discharged the entire indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of paragraph (e) below and the other Sections of and matters under
this Indenture referred to in (i) and (ii) below, and to have satisfied all its
other obligations under such Notes and this Indenture insofar as such Notes are
concerned (and the Trustee, at the expense of the Issuer and the Guarantor,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of outstanding Notes to receive solely from
the trust fund described in paragraph (d) below and as more fully set forth in
such paragraph, payments in respect of the principal of, and interest on, such
Notes when such payments are due, (ii) the Issuer's and the Guarantor's
obligations with respect to such Notes under Article 6 and Sections 2.2, 2.3,
2.6, 2.7, 2.8 and 4.2 and, with respect to the Trustee, under Sections 8.7 and
8.8, (iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (iv) this Section 9.2 and Sections 9.3, 9.4 and 9.5. Subject to
compliance with this Section 8.2, the Issuer and the Guarantor may exercise
their option under this paragraph (b) notwithstanding the prior exercise of
their option under paragraph (c) below with respect to the Notes.

           (c) Upon the Issuer's and the Guarantor's exercise under paragraph
(a) of the option applicable to this paragraph (c), the Issuer and the Guarantor
shall be released and discharged from its obligations under Sections 4.6, 4.7,
4.8 and 4.9 (except for obligations mandated by the TIA) with respect to the
outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall thereafter
be deemed to be not "OUTSTANDING" for the purpose of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to the outstanding Notes, the Issuer and the Guarantor
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Sections 7.1(a)(iii) or 7.1(a)(v), but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby.

           (d) The following shall be the conditions to application of either
paragraph (b) or paragraph (c) above to the outstanding Notes:


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           (i) the Issuer or the Guarantor shall irrevocably have deposited or
           caused to be deposited with the Trustee (or another trustee
           satisfying the requirements of Section 8.10 who shall agree to comply
           with the provisions of this Section 9.2 applicable to it) and
           conveyed all right, title and interest to the Trustee for the benefit
           of the Holders, under the terms of an irrevocable agreement in form
           and substance satisfactory to the Trustee as trust funds in trust for
           the purpose of making the following payments, specifically pledged as
           security for, and dedicated solely to, the benefit of the Holders of
           such Notes, (x) US Dollars in an amount sufficient or (y) Government
           Obligations maturing as to principal and interest in such amounts of
           money and at such times as are sufficient without consideration of
           any reinvestment of such principal or interest, or (z) a combination
           thereof, sufficient, in the opinion of an internationally recognized
           firm of independent public accountants expressed in a written
           certification thereof delivered to the Trustee, to pay and discharge
           not later than one day before the due date of any such payments, and
           which shall be applied by the Trustee (or other qualifying trustee)
           to pay and discharge when due, principal of and interest on the
           outstanding Notes on the Maturity Date, a Redemption Date or
           otherwise in accordance with the terms of this Indenture and of such
           Notes; provided that the Trustee (or other qualifying trustee) shall
           have received an irrevocable written order from the Issuer
           instructing the Trustee (or other qualifying trustee) to apply such
           US Dollars or the proceeds of such Government Obligations to said
           payments with respect to the Notes;

           (ii) no Default or Event of Default or event which with notice or
           lapse of time or both would become a Default or an Event of Default
           with respect to the Notes shall have occurred and be continuing on
           the date of such deposit or at any time during the period ending on
           the 123rd day after the date of such deposit (it being understood
           that this condition shall not be deemed satisfied until the
           expiration of such period);

           (iii) neither the Issuer, the Guarantor, nor any Restricted
           Subsidiary of the Guarantor is an "insolvent person" within the
           meaning of any Bankruptcy Law on the date of such deposit or at any
           time during the period ending at the end of the sixth month after the
           date of such deposit (it being understood that this condition shall
           not be deemed satisfied until the expiration of such period);

           (iv) such legal defeasance or covenant defeasance shall not result in
           a breach or violation of, or constitute a Default or Event of Default
           under, this Indenture or any other agreement or instrument to which
           the Issuer, the Guarantor or any of the Guarantor's Significant
           Subsidiaries is a party or by which it is bound;

           (v) in the case of an election under paragraph (b) above, the Issuer
           and the Guarantor shall have delivered to the Trustee an Opinion of
           Counsel in the United States stating that (A) the Issuer has received
           from, or there has been published by, the Internal Revenue Service a
           ruling or (B) since the Issue Date, there has been a change in the
           applicable US Federal income tax law, in either case to the effect
           that, and based thereon such opinion shall confirm that, the Holders
           of the outstanding Notes will not recognize income, gain or loss for
           US Federal income tax purposes as a result of such deposit and legal
           defeasance and will be subject to US Federal income tax on the same


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<PAGE>
           amounts, in the same manner and at the same times as would have been
           the case if such legal defeasance had not occurred;

           (vi) in the case of an election under paragraph (c) above, the Issuer
           and the Guarantor shall have delivered to the Trustee an Opinion of
           Counsel in the United States (which may be based on an Internal
           Revenue Service ruling) to the effect that the Holders of the
           outstanding Notes will not recognize income, gain or loss for US
           Federal income tax purposes as a result of such covenant defeasance
           and will be subject to US Federal income tax on the same amounts, in
           the same manner and at the same times as would have been the case if
           such deposit and covenant defeasance had not occurred;

           (vii) the Issuer and the Guarantor shall have delivered to the
           Trustee an Opinion of Counsel in the United Kingdom and the Island of
           Jersey to the effect that the Holders of the outstanding Notes will
           not recognize income, gain or loss for United Kingdom or Jersey
           income tax or other tax purposes as a result of such defeasance or
           covenant defeasance, as applicable, and will be subject to United
           Kingdom and Jersey income tax and other tax on the same amounts, in
           the same manner and at the same times as would have been the case if
           such defeasance or covenant defeasance, as applicable, had not
           occurred (this condition may not be waived by any Holder or the
           Trustee);

           (viii) the Issuer and the Guarantor shall have delivered to the
           Trustee an Officer's Certificate stating that the deposit made by the
           Issuer pursuant to its election under paragraph (a) or (b) of this
           Section 9.2 was not made by the Issuer with the intent of preferring
           the Holders over other creditors of the Issuer or with the intent of
           defeating, hindering, delaying or defrauding creditors of the Issuer
           or others;

           (ix) in the case of an election under either paragraph (b) or (c)
           above, the Issuer and the Guarantor shall have delivered to the
           Trustee an Opinion of Counsel to the effect that (A) the trust funds
           will not be subject to any rights of any other holders of
           Indebtedness of the Issuer or the Guarantor, and (B) at the end of
           the sixth month following the deposit, the trust funds will not be
           subject to the effect of any applicable Bankruptcy Law;

           (x) in the case of an election under either paragraph (b) or (c)
           above, the Issuer and the Guarantor shall have delivered to the
           Trustee an Opinion of Counsel to the effect that (1) such deposit and
           legal defeasance or covenant defeasance, as the case may be, shall
           not cause the Trustee or the trust so created to be subject to the US
           Investment Company Act of 1940, as amended, and (2) after the passage
           of 123 days following the deposit (except, with respect to any trust
           funds for the account of any Holder who may be deemed to be an
           "insider" for purposes of the US Bankruptcy Code, after one year
           following the deposit), the trust funds will not be subject to the
           effect of Section 547 of the US Bankruptcy Code or Section 15 of the
           New York Debtor and Creditor Law in a case commenced by or against
           the Issuer under either such statute;

           (xi) in the case of an election under either paragraph (b) or (c)
           above, the Issuer and the Guarantor shall have delivered to the
           Trustee an Opinion of Counsel to the effect that such deposit, legal
           or covenant defeasance, as the case may be, and discharge will not


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<PAGE>
           cause the Notes to be delisted from any securities exchange on which
           they are then listed;

           (xii) the Issuer and the Guarantor shall have delivered to the
           Trustee an Officer's Certificate and an Opinion of Counsel (to the
           extent matters of law are involved), each stating that (x) all
           conditions precedent herein provided for relating to either the legal
           defeasance under paragraph (b) above or the covenant defeasance under
           paragraph (c) above, as the case may be, have been complied with and
           (y) if any other Indebtedness of the Issuer or the Guarantor shall
           then be outstanding or committed, such legal defeasance or covenant
           defeasance will not violate the provisions of the agreements or
           instruments evidencing such Indebtedness.

           (e) All US Dollars and Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this paragraph (e), the "TRUSTEE") pursuant to paragraph (d)
above in respect of the outstanding Notes shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Notes and this Indenture,
to the payment, either directly or through any Paying, Conversion and Exchange
Agent as the Trustee may determine, to the Holders of such Notes of all sums due
and to become due thereon in respect of principal and interest, but such money
need not be segregated from other funds except to the extent required by law.

           The Issuer and the Guarantor shall pay and jointly and severally
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to paragraph (d)
above or the principal, and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Notes.

           Anything in this Section 9.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon the request,
in writing, by the Issuer any US Dollars or Government Obligations held by it as
provided in paragraph (d) above which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent legal defeasance
or covenant defeasance.

9.3        APPLICATION OF TRUST MONEY

           Subject to Section 9.4 and 9.5, the Trustee shall hold in trust money
or Government Obligations deposited with it pursuant to Sections 9.1 and 9.2,
and shall apply the deposited US Dollars and the US Dollars from Government
Obligations in accordance with the Notes and this Indenture to the payment of
principal of, and interest, on the Notes.

9.4        REPAYMENT TO ISSUER

           Subject to Sections 8.7, 9.1 and 9.2, the Trustee and the Paying,
Conversion and Exchange Agent shall promptly pay to the Issuer upon receipt by
the Trustee and the Paying, Conversion and Exchange Agent of an Officer's
Certificate stating the amount to which the Issuer is entitled, any excess
money, determined in accordance with Section 9.2(e), held by it at any time. The
Trustee and the Paying, Conversion and Exchange Agent shall pay to the Issuer


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upon receipt by the Trustee or the Paying, Conversion and Exchange Agent, as the
case may be, of an Officer's Certificate stating the amount to which the Issuer
is entitled, any money held by it for the payment of principal or interest that
remains unclaimed for two years after payment to the Holders is required;
provided, however, that the Trustee and the Paying, Conversion and Exchange
Agent before being required to make any payment may, but need not, at the
expense of the Issuer, mail by first-class mail to the Holder of the Global Note
and to each Holder of a Definitive Registered Note, if any, entitled to such
money at such Holder's address as set forth on the Register notice that such
money remains unclaimed and that after a date specified therein, which shall be
at least 30 days from the date of such publication or mailing, any unclaimed
balance of such money then remaining will be repaid to the Issuer. After payment
to the Issuer, Noteholders entitled to money must look solely to the Issuer for
payment as general creditors unless an applicable law designates another Person,
and all liability of the Trustee or Paying, Conversion and Exchange Agent with
respect to such money shall thereupon cease.

9.5        REINSTATEMENT

           If the Trustee or Paying, Conversion and Exchange Agent is unable to
apply any money or Government Obligations in accordance with Section 9.1 or 9.2,
as the case may be, by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then and only then shall the Issuer's
and the Guarantor's obligations under this Indenture, the Notes and the Note
Guarantee be revived and reinstated as though no deposit had been made pursuant
to Section 9.1 or 9.2, as the case may be, until such time as the Trustee or
Paying, Conversion and Exchange Agent is permitted to apply all such US Dollars
or Government Obligations in accordance with this Indenture; provided that if
the Issuer has made any payment of principal of, or interest on, any Notes
because of the reinstatement of its obligations, the Issuer and the Guarantor
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the US Dollars or Government Obligations held by the Trustee or
Paying, Conversion and Exchange Agent.


                                   ARTICLE 10
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

10.1       WITHOUT CONSENT OF HOLDERS

           The Issuer and the Guarantor, when authorized by a Board Resolution
of its respective Board, and the Trustee may amend or supplement this Indenture,
the Notes and the Note Guarantee without notice to or consent of any Noteholder:

           (a) to cure any ambiguity, defect or inconsistency, provided that
such amendment or supplement does not adversely affect the rights of any Holder;
(b) to comply with any requirements of the SEC in connection with any
qualification of this Indenture under the TIA;

           (c) to evidence the succession in accordance with Article 11 hereof
of another Person to the Guarantor and the assumption by any such successor of
the covenants of the Guarantor herein and in the Note Guarantee;


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<PAGE>
           (d) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes;

           (e) to make any change that does not adversely affect the rights of
any Holder; or

           (f) to reduce the period between the Conversion and Exchange Notice
Date and the Conversion and Exchange Date (including reducing such period to
zero).

10.2       WITH CONSENT OF HOLDERS

           Subject to Section 7.7 and the provisions of this Section 10.2, the
Issuer and the Guarantor, when authorized by a Board Resolution of its
respective Board, and the Trustee may modify or amend this Indenture, the Notes
and the Note Guarantee in any respect with the written consent of the Holders of
not less than a majority in aggregate principal amount of the Notes then
outstanding. Subject to Section 7.7 and the provisions of this Section 10.2, the
Holders of, in the aggregate, at least a majority in aggregate principal amount
of the outstanding Notes affected may waive compliance by the Issuer and the
Guarantor with any provision of this Indenture, the Notes or the Note Guarantee.

           Notwithstanding the foregoing, without the consent of each Noteholder
affected, a modification, amendment or waiver, including a waiver pursuant to
Section 7.4, may not:

           (a) change the Stated Maturity of the Principal of, or any
installment of interest on, any Note;

           (b) reduce the Principal Amount of, or the rate of interest payable
upon, any Note;

           (c) change the place or currency of payment of Principal of, or
interest on, any Note;

           (d) adversely affect any right of repurchase exercisable at the
option of any Holder of any Note;

           (e) impair the right to institute suit for the enforcement of any
payment on or after the Stated Maturity (or, in the case of a redemption, on or
after the Redemption Date) of any Note;

           (f) adversely affect the ranking of the Notes;

           (g) amend or modify Section 4.12 in any manner;

           (h) modify this Section 10.2 or Sections 7.4 or 7.7;

           (i) reduce the percentage or aggregate principal amount of
outstanding Notes the consent of whose Holders is necessary for waiver of
compliance with certain provisions of this Indenture or for waiver of certain
defaults and their consequences provided for in this Indenture;

           (j) impair the Conversion and Exchange Right; or

           (k) modify Article 6 of the Indenture in a manner adverse to the
Holders.

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<PAGE>
           It shall not be necessary for the consent of the Holders under this
Section 10.2 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

           Promptly after an amendment, supplement or waiver under this Section
10.2 becomes effective, the Trustee shall give notice thereof by first-class
mail, at the expense of the Issuer, to the Holders of then outstanding Notes,
which notice shall set forth in general terms the substance of the amendment,
supplement or waiver. Any failure of the Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such amendment or waiver.

           Promptly after the execution by the Issuer, the Guarantor and the
Trustee of any supplemental indenture pursuant to the provisions of this Section
10.2, the Trustee shall give notice thereof by first-class mail, at the expense
of the Issuer, to the Holders of then outstanding Notes, which notice shall set
forth in general terms the substance of such supplemental indenture. Any failure
of the Trustee to give such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or
waiver.

10.3       COMPLIANCE WITH TRUST INDENTURE ACT

           Every amendment to or supplement of this Indenture or the Notes shall
comply with the TIA as then in effect.

10.4       REVOCATION AND EFFECT OF AMENDMENTS AND CONSENTS

           Until an amendment or waiver becomes effective, a consent to it by a
Holder is a continuing consent by the Holder and every subsequent Holder of that
Note or portion of that Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder or subsequent Holder may revoke the consent as to its Note or
portion of a Note. Such revocation shall be effective only if the Trustee
receives the notice of revocation before the date the amendment, supplement or
waiver becomes effective. An amendment, supplement or waiver shall become
effective on receipt by the Trustee of written consents from the Holders of the
requisite percentage in principal amount of the outstanding Notes.
Notwithstanding the above, nothing in this paragraph shall impair the right of
any Noteholder under ss. 316(b) of the TIA.

           The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Definitive Registered Notes entitled
to consent to any amendment, supplement or waiver. If a record date is fixed,
then notwithstanding the last three sentences of the immediately preceding
paragraph, those Persons who were Holders of Definitive Registered Notes at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders of
Definitive Registered Notes after such record date. Such consent shall be
effective only for actions taken within 90 days after such record date.

           After an amendment, supplement or waiver becomes effective, it shall
bind every Noteholder (and every subsequent Noteholder), unless it is of the
type described in any of clauses (a) through (l) of Section 10.2, in which case
it shall bind every Holder consenting thereto and every subsequent Holder of a


                                       69
<PAGE>
Note or portion of a Note that evidences the same debt as the consenting
Holder's Note.

10.5       NOTATION ON OR EXCHANGE OF NOTES

           If an amendment, supplement or waiver changes the terms of a Note,
the Trustee shall (in accordance with the specific direction of the Issuer)
require the Holder of the Note to deliver it to the Trustee. The Trustee shall
(in accordance with the specific direction of the Issuer) place an appropriate
notation on the Note about the changed terms and return it to the Holder.
Alternatively, if the Issuer or the Trustee so determines, the Issuer in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make the appropriate notation or
issue a new Note shall not affect the validity and effect of such amendment,
supplement or waiver.

10.6       TRUSTEE TO SIGN AND NOTIFY NOTEHOLDERS OF AMENDMENTS, ETC

           The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 10 if the amendment, supplement or waiver does not
adversely affect the rights, duties or immunities of the Trustee. The Trustee
may, but shall not be obligated to, sign any amendment, supplement or waiver
that affects the rights, duties or immunities of the Trustee under this
Indenture or otherwise. In signing any amendment, supplement or waiver, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of any proposed
amendment, supplement or waiver is authorized or permitted by this Indenture.

           The Trustee shall, promptly after any amendment, supplement or waiver
of the Indenture, notify all Noteholders of such amendment, supplement or
waiver.

                                   ARTICLE 11
                                 NOTE GUARANTEE

11.1       GUARANTEE.

           The Guarantor hereby unconditionally guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Issuer hereunder or thereunder,
that: (a) the principal of and interest on the Notes will be promptly paid in
full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes and all other
amounts due by the Issuer hereunder, if any, if lawful, and all other
obligations of the Issuer to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at maturity, by acceleration, redemption or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantor shall be obligated
to pay the same immediately. The Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.


                                       70
<PAGE>
           The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgement against the Issuer, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations of the Issuer contained in the Notes and this
Indenture.

           If any Holder or the Trustee is required by any court or otherwise to
return to the Issuer, the Guarantor or any Custodian acting in relation to
either the Issuer or the Guarantor, any amount paid by either to the Trustee or
such Holder, this Note Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.

           The Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. The Guarantor
further agrees that, as between the Guarantor, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 7 hereof for the
purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 7 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantor for
the purpose of this Note Guarantee.

11.2       EXECUTION AND DELIVERY OF NOTE GUARANTEE.

           To evidence its Note Guarantee set forth in Section 11.1, the
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit F shall be endorsed by an Officer of the Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of the Guarantor by an Officer.

           The Guarantor hereby agrees that its Note Guarantee set forth in
Section 11.1 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

           If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

           The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantor.


                                       71
<PAGE>
11.3       GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

           (a) The Guarantor shall not consolidate or combine with, merge with
or into, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets (as an entirety or substantially an
entirety in one transaction or a series of related transactions) to, any Person
(other than a consolidation, combination or merger with or into a Wholly-Owned
Restricted Subsidiary with a positive net worth; provided that: (a) in
connection with any such merger or consolidation, no consideration (other than
Common Stock in the surviving Person or the Guarantor) shall be issued or
distributed to the stockholders of the Guarantor and (b) the surviving entity
(if not the Guarantor) expressly assumes, by appropriate agreements, all of the
obligations of the Guarantor under this Indenture, the Note Guarantee, the
Preference Share Guarantee, the Deposit Agreement, the Paying, Conversion and
Exchange Agency Agreement and the Intercompany Loan) or permit any Person to
merge with or into the Guarantor unless:

           (i) the Guarantor shall be the continuing Person, or the Person (if
           other than the Guarantor) formed by such consolidation or combination
           or into which the Guarantor is merged or that acquired or leased such
           property and assets of the Guarantor shall be a corporation organized
           and validly existing under the laws of England and Wales, or of
           Scotland or of the US and shall expressly assume, by appropriate
           agreements, all of the obligations of the Guarantor under this
           Indenture, the Note Guarantee, the Preference Share Guarantee, the
           Deposit Agreement, the Paying, Conversion and Exchange Agency
           Agreement and the Intercompany Loan;

           (ii) immediately after giving effect to such transaction, no Default
           or Event of Default shall have occurred and be continuing; and

           (iii) the Guarantor delivers to the Trustee an Officer's Certificate
           and Opinion of Counsel, in each case stating that such consolidation,
           combination, merger or transfer and such agreements comply with this
           Section 11.3(a) and that all conditions precedent provided for herein
           relating to such transaction have been complied with.

           (b) Upon any consolidation, combination, merger or any transfer of
all or substantially all of the assets of the Guarantor in accordance with
Section 11.3(a), the surviving entity formed by such consolidation or
combination or into which the Guarantor is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Guarantor under this Indenture with the same effect as if such
surviving entity had been named as the Guarantor herein, and thereafter, the
predecessor company (except in the case of a lease) shall be released from all
obligations and covenants under this Indenture and the Note Guarantee.


                                   ARTICLE 12
                                 MISCELLANEOUS

12.1       TRUST INDENTURE ACT CONTROLS

           If and to the extent that any provision of this Indenture limits,
qualifies, or conflicts with the duties imposed by, or with another provision
(an "INCORPORATED PROVISION") included in this Indenture by operation of,


                                       72
<PAGE>
Sections 310 to 318, inclusive, of the TIA, such imposed duties or incorporated
provision shall control.

12.2       NOTICES

           Any notice or communication shall be deemed given if in writing and
delivered in Person or mailed by first-class mail or telecopier communication,
addressed as follows, and received by the addressee:

           (a) if to the Issuer:

                     Telewest Finance (Jersey) Limited
                     c/o Telewest Communications plc
                     Genesis Business Park
                     Albert Drive
                     Woking
                     Surrey GU21 5RW
                     England

                     Telephone:+44 1483 750 900
                     Telecopier:+44 1483 750 901
                     Attention:General Counsel

           (b) if to the Guarantor:

                     Telewest Communications plc
                     Genesis Business Park
                     Albert Drive
                     Woking
                     Surrey GU21 5RW
                     England

                     Telephone:+44 1483 750 900
                     Telecopier:+44 1483 750 901
                     Attention:General Counsel

           (c) if to the Trustee, the Principal Paying, Conversion and Exchange
Agent or the Book-Entry Depositary:

                     The Bank of New York
                     101 Barclay Street
                     Floor 21 West
                     New York, New York  10286

                     Telephone:+1 (212) 815 5381
                     Telecopier:+1 (212) 815 4803
                     Attention:Corporate Trust Administration -
                               Global Finance Unit

           The Issuer, the Trustee or the Book-Entry Depositary by notice to the
other may designate additional or different addresses for subsequent notices or
communications.

                                       73
<PAGE>
           Any notice or communication mailed to a Holder of a Definitive
Registered Note, including any notice delivered in connection with TIA ss.
310(b), TIA ss. 313(c), TIA ss. 314(a) and TIA ss. 315(b), shall be mailed to
him, first-class postage prepaid, at his address as it appears in the Register
and shall be deemed given to him if so mailed within the time prescribed. Copies
of any such communication or notice to a Holder shall also be mailed to the
Trustee and each Agent at the same time. To the extent required by the Trust
Indenture Act, any notice or communication shall also be mailed to any Person
described in TIA Section 313(c).

           Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other Noteholders.
Except for a notice to the Trustee, which is deemed given only when received,
and except as otherwise provided in this Indenture, if a notice or communication
is mailed in the manner provided above, it is duly given, whether or not the
addressee receives it.

12.3       COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS

           Noteholders may communicate pursuant to TIA ss. 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Issuer, the Trustee, the Registrar and any other Person shall have the
protection of TIA ss. 312(c).

12.4       CERTIFICATE AND OPINION OF COUNSEL AS TO CONDITIONS PRECEDENT

           Upon any request or application by the Issuer to the Trustee to take
any action under this Indenture, the Issuer shall furnish to the Trustee (a) an
Officer's Certificate stating that, in the opinion of the signer, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (b) an Opinion of Counsel stating that, in the
opinion of counsel, all such conditions have been complied with and (c) where
applicable, a certificate or opinion by an accountant that complies with TIA ss.
314(c).

12.5       STATEMENTS REQUIRED IN CERTIFICATE AND OPINION OF COUNSEL

           Each certificate and Opinion of Counsel with respect to compliance
with a condition or covenant provided for in this Indenture shall include:

           (a) a statement that the Person making such certificate or Opinion of
Counsel has read such covenant or condition;

           (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements contained in such certificate or
Opinion of Counsel are based;

           (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

           (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with, and such other opinions as
the Trustee may reasonably request; provided, however, that, with respect to
matters of fact, an Opinion of Counsel may rely on an Officer's Certificate or
certificates of public officials.


                                       74
<PAGE>
12.6       RULES BY TRUSTEE, PAYING, CONVERSION AND EXCHANGE AGENT, REGISTRAR

           The Trustee may make reasonable rules for action by or at a meeting
of Noteholders. The Paying, Conversion and Exchange Agent or Registrar may make
reasonable rules for its functions.

12.7       AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES

           (a) Each of the parties hereto irrevocably agrees that any suit,
action or proceeding arising out of or relating to this Indenture, the Notes or
the Note Guarantee, or brought under federal or state securities laws or brought
by the Trustee or any Agent, may be instituted in any federal or state court in
the State of New York, borough of Manhattan; irrevocably agrees that any suit,
action or proceeding arising out of or relating to this Indenture, the Notes or
the Note Guarantee, or brought by the Trustee or any Agent, may be instituted in
any court in England; irrevocably waives, to the fullest extent it may
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any such proceeding; and irrevocably submits to the
jurisdiction of such courts in any such suit, action or proceeding. Each of the
Issuer and the Guarantor has irrevocably appointed CT Corporation System,
located at 111 Eighth Avenue, New York, New York 10011 as its agent (the
"AUTHORIZED AGENT") for service of process in any suit, action or proceeding
arising out of or relating to this Indenture, the Notes or the Note Guarantee,
or brought under federal or state securities laws or brought by the Trustee or
any Agent, that may be instituted in federal or state courts in the State of New
York, borough of Manhattan. Each of the Issuer and the Guarantor expressly
consents to the jurisdiction of any such court in respect of any such action and
waives any other requirements of or objections to personal jurisdiction with
respect thereto. Such appointment shall be irrevocable unless and until replaced
by an agent reasonably acceptable to the Trustee. Each of the Issuer and the
Guarantor represents and warrants that the Authorized Agent has agreed to act as
said agent for service of process, and the Issuer agrees to take any and all
action, including the filing of any and all documents and instruments, that may
be necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the Authorized Agent and written notice of such service
to the Issuer or the Guarantor, as applicable, shall be deemed, in every
respect, effective service of process upon the Issuer or the Guarantor, as
applicable.

           To the extent that either the Issuer or the Guarantor has or
hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution or otherwise) with respect to itself or its
property, each of the Issuer and the Guarantor hereby irrevocably waives such
immunity in respect of its respective obligations under this Indenture, the
Notes and the Note Guarantee, and in respect of actions brought under US federal
or state securities laws, to the fullest extent permitted by law.

12.8       LEGAL HOLIDAYS

           If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.


                                       75
<PAGE>
12.9       GOVERNING LAW

           The internal laws of the State of New York shall govern this
Indenture, the Notes and the Note Guarantee without regard to principles of
conflict of laws.

12.10      NO RECOURSE AGAINST OTHERS

           No recourse for the payment of the principal of, or interest on, any
of the Notes or for any claim based thereon or otherwise in respect thereof, and
no recourse under or upon any obligation, covenant or agreement of the Issuer or
the Guarantor in this Indenture, the Notes or the Note Guarantee or because of
the creation of any Indebtedness represented thereby, shall be had against any
incorporator, shareholder, officer, director, employee or controlling person of
the Issuer, the Guarantor or of any successor Person thereof. Each Holder, by
accepting the Notes, waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

12.11      SUCCESSORS

           All agreements of the Issuer and the Guarantor in this Indenture, the
Notes and the Note Guarantee shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

12.12      DUPLICATE ORIGINALS

           The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

12.13      SEPARABILITY

           In case any provision in this Indenture, in the Notes or in the Note
Guarantee shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

12.14      TABLE OF CONTENTS, HEADINGS, ETC

           The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, and are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

12.15      NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

           This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Issuer, the Guarantor or any Subsidiary of the
Guarantor. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

                            [Signature page follows]


                                       76
<PAGE>
           IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the date first written above.

                                      TELEWEST FINANCE (JERSEY) LIMITED,
                                           as Issuer

                                      By: /s/ Telewest Finance (Jersey) Limited
                                          -------------------------------------
                                          Name:
                                          Title:

                                      By: /s/ Telewest Finance (Jersey) Limited
                                          -------------------------------------
                                          Name:
                                          Title:



                                      TELEWEST COMMUNICATIONS PLC,
                                           as Guarantor

                                      By: /s/ Telewest Communications PLC
                                          -------------------------------------
                                          Name:
                                          Title:


                                      By: /s/ Telewest Communications PLC
                                          -------------------------------------
                                          Name:
                                          Title:



                                      THE BANK OF NEW YORK,
                                           as Trustee

                                      By: /s/ The Bank of New York
                                          -------------------------------------
                                          Name:
                                          Title:




<PAGE>
                                                                    EXHIBIT A

                               FORM OF GLOBAL NOTE

                                 [FACE OF NOTE]

           [Insert 144A Legend or Regulation S Legend, if applicable]

                        TELEWEST FINANCE (JERSEY) LIMITED

                      6.0% SENIOR CONVERTIBLE NOTE DUE 2005

                                                            [CUSIP:___________]
                                                            [ISIN:            ]
                                                                   ------------
No.  B-__________                                                  $___________

                             Issue Date: __________

           TELEWEST FINANCE (JERSEY) LIMITED, a public company with limited
liability organized in the Island of Jersey (the "Issuer"), for value received,
promises to pay to the bearer upon surrender hereof the principal sum of
_____________________________ US Dollars ($_______) on 7 July 2005.

           Interest Payment Dates: 7 January and 7 July commencing 7 January
2001.

           Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.










                                      A-1
<PAGE>
           IN WITNESS WHEREOF, the Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officers.


                                      Dated ___ __________


                                      TELEWEST FINANCE (JERSEY) LIMITED,
                                           as Issuer


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














                                      A-2
<PAGE>
                (Form of Trustee's Certificate of Authentication)


           This is one of the 6.0% Senior Convertible Notes due 2005 described
in the within-mentioned Indenture.

                                      THE BANK OF NEW YORK
                                           as Trustee


                                      By:
                                           ---------------------------------
                                           Authorized Signatory


                                      Date:
                                            --------------------------------














                                      A-3
<PAGE>
                             [REVERSE SIDE OF NOTE]

                        TELEWEST FINANCE (JERSEY) LIMITED

                      6.0% SENIOR CONVERTIBLE NOTE DUE 2005

           1. Principal and Interest. The Issuer will pay the principal of this
Note on 7 July 2005.

           The Issuer promises to pay interest on the principal amount of this
Note on each Interest Payment Date, commencing 7 January 2001, as set forth
below and in the Indenture, at the rate per annum shown on the face of this
Note.

           Interest will be paid semiannually in arrears to the Holder of this
Note on each Interest Payment Date, commencing 7 January 2001.

           Subject to Section 6.6 of the Indenture, interest on this Note will
accrue from the latest date to which interest has been paid on the Notes or, if
no interest has been paid, the Issue Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

           The Issuer shall pay interest on overdue Principal and interest on
overdue installments of interest, if any, to the extent lawful, at the rate
equal to that borne by the Notes. Any such interest shall be payable on demand
and shall be compounded semiannually on each 7 January and 7 July.

           2. Method of Payment. Except as provided in the Indenture, the Issuer
will pay interest on this Note to the Holder of this Note upon presentment
hereof at the office of the Principal Paying, Conversion and Exchange Agent
maintained for that purpose. The Holder must surrender this Note to such Paying,
Conversion and Exchange Agent to collect Principal payments. The Issuer will pay
Principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. Such payment shall be
made by check drawn on a US Dollar account or by transfer of immediately
available funds to an account of the Holder hereof in accordance with
instructions given by such Holder. If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.

           3. Principal Paying, Conversion and Exchange Agent. The Issuer has
appointed The Bank of New York, acting through its New York office, to act as
Principal Paying, Conversion and Exchange Agent. The Issuer may change the
Paying, Conversion and Exchange Agent without notice in accordance with the
Indenture; provided that, the Principal Paying, Conversion and Exchange Agent
may not be resident in the United Kingdom or act through any agent resident in
the United Kingdom. Neither the Issuer, the Guarantor nor any of their
Affiliates may act as Paying, Conversion and Exchange Agent.

           4. Indenture. The Issuer issued the Notes under an Indenture dated 7
July 2000 (the "INDENTURE") among the Issuer, the Guarantor and the Trustee.
This Note is one of an issue of Notes of the Issuer issued, or to be issued,
under the Indenture. The terms of the Notes include those stated in the


                                      A-4
<PAGE>
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 US Code ss.ss. 77aaa-77bbbb), as amended from time to
time. The Notes are subject to all such terms, and Holders are referred to the
Indenture and the Trust Indenture Act for a statement of all such terms.
Capitalized and certain other terms used herein and not otherwise defined have
the meanings set forth in the Indenture. To the extent permitted by applicable
law, in the event of any inconsistency between the terms of this Note and the
terms of the Indenture, the terms of the Indenture shall control.

           The Notes are unsecured obligations of the Issuer limited in
aggregate principal amount to $500.0 million.

           5. Restrictive Covenants. The Indenture prohibits the Issuer from
incurring any Indebtedness, amending the Intercompany Loan, the Preference Share
or the Preference Share Guarantee without the consent of the requisite Holders,
engaging in any business or conducing any operations other than issuing the
Notes and the Preference Shares and certain related activities, creating Liens
on its assets (other than Permitted Liens) and making Investments (other than
pursuant to the Intercompany Loan, or in US dollars or Pounds Sterling). The
Indenture also restricts the ability of the Guarantor and the Guarantor's
Restricted Subsidiaries to create Liens securing certain Debt Securities and the
ability of the Guarantor to consolidate, combine or merge with or into other
Persons or to sell all or substantially all of its assets. The restrictive
covenants are subject to a number of important qualifications and exceptions set
forth in the Indenture. The Issuer and the Guarantor must report to the Trustee
annually on compliance with the restrictive covenants contained in the
Indenture.

           6. Optional Redemption. The Issuer may redeem all (but not a part) of
the Notes at 100% of the principal amount thereof, together with accrued and
unpaid interest to the Redemption Date, (i) at any time after 7 July 2003;
provided that the average of the middle-market quotations published in the daily
Official List of the London Stock Exchange for one Ordinary Share for the 30
consecutive Dealing Days ending on the Dealing Day ten days prior to the date on
which the related redemption notice is given shall have been at least 130% of
the average of the Exchange Price in effect (or deemed to be in effect) on each
such Dealing Day and (ii) at any time when at least 90% of the principal amount
of all Notes issued under the Indenture have been purchased by the Issuer and
cancelled by the Trustee pursuant to Section 2.12 of the Indenture, or converted
and exchanged pursuant to Article 6 of the Indenture.

           7. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to the Holder of
this Note as provided in the Indenture.

           8. Repurchase upon Change in Control. Upon the occurrence of a Change
of Control Triggering Event, each Holder shall have the right to require the
repurchase of its Notes by the Issuer in cash pursuant to the offer described in
the Indenture at a purchase price equal to 100% of the Principal Amount thereof,
plus accrued and unpaid interest on such Principal Amount to the date of
purchase (the "CHANGE OF CONTROL PAYMENT").


                                      A-5
<PAGE>
           A notice of such Change of Control will be mailed within 30 days
after any Change of Control Triggering Event occurs to the Holder of this Note
and to each Holder of Definitive Registered Notes at such Holder's address as it
appears in the Register. On and after the Change of Control Payment Date,
interest will cease to accrue on the Notes or portions of Notes surrendered for
purchase unless the Issuer defaults in the payment of the Change of Control
Payment.

           9. Conversion and Exchange.

           (a) BY HOLDERS. Holders of Notes have the right (the "Conversion and
Exchange Right") to convert their Notes into Preference Shares of the Issuer at
any time (subject to any applicable fiscal or other laws or regulations and as
hereinafter provided) after 16 August 2000 and prior to the close of business
(at the place where the relevant Note is delivered for conversion) on 22 June
2005 (both days inclusive). The price at which the Notes shall be convertible
into Preference Shares (the "CONVERSION PRICE") shall be one Preference Share,
allotted at $1,000 credited as fully paid, for each $1,000 in principal amount
of Notes surrendered for conversion and exchange. If a Note shall have been
called for redemption prior to the Maturity Date, the Conversion and Exchange
Right will terminate at the close of business (at the place aforesaid) on the
tenth Business Day prior to the date fixed for redemption, except that if there
is a default in making payment in respect of such Note on the Redemption Date,
the Conversion and Exchange Right may be exercised up to the close of business
(at the place aforesaid) on the date on which such redemption payment is made
and notice thereof is given. For purposes hereof, a Conversion and Exchange
Right will be deemed exercised on the Conversion and Exchange Date with respect
thereto.

           To exercise its Conversion and Exchange Right, the holder of
Book-Entry Interests must:

           (i) duly complete a Conversion and Exchange Notice and deliver (or
           cause to be delivered) such Conversion and Exchange Notice to the
           Principal Paying, Conversion and Exchange Agent;

           (ii) transfer such Book-Entry Interests to the Principal Paying,
           Conversion and Exchange Agent by book-entry transfer;

           (iii) if required, furnish appropriate endorsements and transfer
           documents; and

           (iv) if required, pay any taxes and capital, stamp, issue and
           registration duties arising on the exercise of such Conversion and
           Exchange Right (other than any taxes or capital, stamp, issue and
           registration duties payable in Jersey or the United Kingdom in
           respect of the allotment and issue of Preference Shares upon
           conversion and/or Ordinary Shares upon exchange, which shall be
           payable by the Issuer or the Guarantor, as applicable), and all
           taxes, if any, arising by reference to any disposal or deemed
           disposal of any Ordinary Share in connection with the exercise of
           such Conversion and Exchange Right.

           A Note in respect of which a holder has delivered an "Option of
Holder to Elect Purchase" form appearing below following a Change of Control


                                      A-6
<PAGE>
Triggering Event may be converted only if the election notice is withdrawn in
accordance with the terms of the Indenture.

           By exercising a Conversion and Exchange Right, a holder of a Note (or
the Trustee the case of the exercise of Conversion and Exchange Rights in
connection with subparagraph (b) below), will be deemed to have
contemporaneously exercised the Share Exchange Right in respect of the
Preference Shares issuable upon conversion of such Notes (subject to and in
accordance with the Preference Shares, the Memorandum and Articles of
Association and the Preference Share Guarantee).

           (b) BY TRUSTEE. In the event the Issuer elects to redeem the Notes,
the Trustee may, in its sole and absolute discretion (but without liability for
any loss), during the period starting five London Business Days prior to a
Redemption Date and ending on the close of business on the London Business Day
immediately prior to such Redemption Date, elect by written notice to the
Principal Paying, Conversion and Exchange Agent to exercise Conversion and
Exchange Rights in respect of the aggregate principal amount of Notes to be
redeemed on such date with respect to which no Conversion and Exchange Notice
has been delivered (the "UNEXERCISED NOTES"); provided that the Trustee shall
have received all required consents (if any) and the Trustee shall be satisfied
or have been advised by an investment bank of international repute selected and
appointed by the Trustee that the net proceeds of an immediate sale of Ordinary
Shares arising from conversion and exchange (without regard to liability (other
than the liability of the Trustee, the Issuer or the Guarantor) for any taxes or
capital, stamp, issue or registration duties arising on conversion and exchange)
would be likely to exceed the redemption price payable in respect of the
Unexercised Notes by at least 5.0%.

           The Ordinary Shares issuable upon such conversion and exchange shall
be issued on the tenth Business Day following delivery of the written notice
referred to in the preceding paragraph and when issued, shall be sold by, or on
behalf of, the Trustee, in any manner that complies with applicable law as soon
as practicable after issuance thereof. The net proceeds of the sale of Ordinary
Shares issued in respect of such Unexercised Notes shall be held by the Trustee
in trust for the holders of the Unexercised Notes and distributed pro rata to
such holders, after deduction for any amounts payable by the Trustee or by the
holder of an Unexercised Note in respect of any taxes, or capital, stamp, issue
or registration duties and any costs incurred by the Trustee in connection with
the allotment and sale of such Ordinary Shares.

           (c) The above description of the Conversion and Exchange Right is
qualified by reference to, and is subject in its entirety by, the Indenture.

           10. Denominations. Global Notes are in bearer form, without coupons,
and must be denominated in an amount equal to $1,000 of principal amount or an
integral multiple thereof and collectively represent the aggregate principal
amount of all the Notes issued and not yet canceled, other than Definitive
Registered Notes.

           11. Persons Deemed Owners. The bearer of this Note shall be treated
as the owner of this Note for all purposes.


                                      A-7
<PAGE>
           12. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or the Principal Paying,
Conversion and Exchange Agent will pay the money back to the Issuer at its
request. After that, Holders entitled to the money must look to the Issuer for
payment as general creditors unless an "abandoned property" law designates
another Person.

           13. Amendment, Supplement, Waiver, Etc. The Issuer, the Guarantor and
the Trustee may, without the consent of the Holders of any outstanding Notes,
amend, waive or supplement the Indenture, the Notes or the Note Guarantee for
certain specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies, reducing the period between the Conversion and
Exchange Notice Date and the Conversion and Exchange Date (including reducing
such period to zero), and making any change that does not adversely affect the
rights of any Holder. Other amendments and modifications of the Indenture, the
Notes or the Note Guarantee may be made by the Issuer and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Notes, subject to certain exceptions requiring the
consent of each Holder affected thereby.

           14. Successor Corporation. Upon any consolidation, combination,
merger or any transfer of all or substantially all of the assets of the
Guarantor in accordance with Section 11.3(a) of the Indenture, the surviving
entity formed by such consolidation or combination or into which the Guarantor
is merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Guarantor under the
Indenture with the same effect as if such surviving entity had been named as the
Guarantor therein, and thereafter, the predecessor company (except in the case
of a lease) shall be released from all obligations and covenants under the
Indenture and the Note Guarantee.

           15. Defaults and Remedies. The following events are "Events of
Default" for purposes of the Indenture: (i) the Issuer defaults in the payment
of principal of any Note when the same becomes due and payable, at maturity or
upon acceleration, redemption or otherwise; (ii) the Issuer defaults in the
payment of interest on any Note when the same becomes due and payable, and such
default continues for a period of 30 days; (iii) the Issuer fails to perform or
comply with the provisions of Section 4.12 or 11.3 of the Indenture; (iv) the
Issuer fails to repurchase Notes at the conclusion of the Change of Control
Offer referred to in Section 4.9 of the Indenture; (v) the Issuer or the
Guarantor defaults in the performance of or breaches any other covenant or
agreement in this Indenture or under the Notes, the Note Guarantee or the
Preference Share Guarantee, which default or breach continues for a period of 30
consecutive days after written notice by the Trustee or the Holders of 25% or
more in aggregate principal amount of the Notes outstanding; (vi) there occurs
with respect to any issue or issues of Indebtedness of the Guarantor or any
Significant Subsidiary having an outstanding principal amount of (pound)10
million or more in the aggregate for all such issues of all such Persons,
whether such Indebtedness now exists or shall hereafter be created, the
following: (A) an event of default that has caused the holders thereof to
declare such Indebtedness to be due and payable prior to its Stated Maturity and
such Indebtedness has not been discharged in full or such acceleration has not
been rescinded or annulled within 30 days following such acceleration; and/or
(B) the failure to make a principal payment at the final (but not any interim)
Stated Maturity and such defaulted payment shall not have been made, waived or
extended within 30 days of such payment default; (vii) any final judgment or


                                      A-8
<PAGE>
order for the payment of money in excess of (pound)10 million in the aggregate
for all such final judgments or orders against all such Persons shall be
rendered against the Issuer, the Guarantor or any Significant Subsidiary and
shall not be paid or discharged, and there shall be any period of 60 consecutive
days following entry of the final judgment or order that causes the aggregate
amount for all such final judgments or orders outstanding and not paid or
discharged against all such Persons to exceed (pound)10 million during which a
stay of enforcement of such final judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; and (viii) certain events of
bankruptcy, insolvency, reorganization or administration affecting the Issuer,
the Guarantor or any Significant Subsidiary.

           Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in clause (viii) above that
occurs with respect to the Issuer or the Guarantor) occurs and is continuing,
then the Holders of not less than 25% in aggregate principal amount of the
outstanding Notes or the Trustee may declare the Notes to be due and payable
immediately. If an Event of Default specified in clause (viii) above occurs with
respect to the Issuer or the Guarantor, the Default Amount of and any interest,
if any, on all of the Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. Holders may not enforce the Indenture, the Notes or the Note Guarantee
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture, the Notes or the Note
Guarantee. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Issuer and the
Guarantor must furnish an annual compliance certificate to the Trustee.

           16. Trustee Dealings with Issuer and Guarantor. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Issuer, the Guarantor or their Affiliates, and may
otherwise deal with the Issuer, the Guarantor or their Affiliates, as if it were
not Trustee.

           17. No Recourse Against Others. A trustee, director, officer,
employee, stockholder or incorporator, as such, of the Issuer or the Guarantor
shall not have any liability for any obligations of the Issuer or the Guarantor
under the Indenture, the Notes or the Note Guarantee or for any claim based on,
in respect of or by reason of such obligations or their creation. Each
Noteholder by accepting a Note waives and releases all such liability.

           18. Discharge Prior to Redemption or Maturity. The Issuer's and the
Guarantor's obligations pursuant to the Indenture will be discharged, except for
obligations pursuant to certain sections thereof, subject to the terms of the
Indenture, upon the payment of all the Notes or upon the irrevocable deposit
with the Trustee of US Dollars or Government Obligations sufficient to pay when
due principal of and interest on the Notes to maturity or redemption, as the
case may be.

           19. Authentication. This Note shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Note.


                                      A-9
<PAGE>
           The internal laws of the State of New York shall govern this Note
without regard to principles of conflict of laws.

           The Issuer will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                     TELEWEST FINANCE (JERSEY) LIMITED
                     c/o Telewest Communications plc
                     Genesis Business Park
                     Albert Drive
                     Woking
                     Surrey GU21 5RW
                     England

                     Telephone:+44 1483 750 900
                     Telecopier:+44 1483 750 901
                     Attention:General Counsel












                                      A-10
<PAGE>
                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT
                     OF INDEBTEDNESS EVIDENCED BY THIS NOTE


           The initial principal amount of indebtedness evidenced by this Note
shall be $___________. The following decreases/increases in the principal amount
of indebtedness evidenced by this Note have been made:


<TABLE>
<S>                 <C>                   <C>                   <C>                                <C>

                        Decrease in           Increase in           Total Principal Amount of
                    Principal Amount of   Principal Amount of   Indebtedness Evidenced Following   Notation Made by or on Behalf
Date of Decrease/       Indebtedness          Indebtedness               such Decrease/                 of Principal Paying,
     Increase            Evidenced             Evidenced                    Increase               Conversion and Exchange Agent
     --------            ---------             ---------                    --------               -----------------------------


</TABLE>















                                      A-11
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE


           If you wish to have this Note purchased by the Issuer pursuant to
Section 4.9 of the Indenture, check the Box: [ ].

           If you wish to have a portion of this Note purchased by the Issuer
pursuant to Section 4.9 of the Indenture, state the amount (in principal
amount):

$--------------

Date:  ________________________

Your Signature:  ________________________

(Sign exactly as your name appears on the other side of this Note.)

Signature Guarantee:  ___________________________














                                      A-12
<PAGE>
                                                                     EXHIBIT B

                       FORM OF DEFINITIVE REGISTERED NOTE

                                 [FACE OF NOTE]

            [Insert 144A Legend or Regulation S Legend if applicable]

                        TELEWEST FINANCE (JERSEY) LIMITED

                      6.0% SENIOR CONVERTIBLE NOTE DUE 2005

                                                       [CUSIP:________________]
                                                       [ISIN:                 ]
                                                             -----------------

No.  R-                            $____________

           UNDER CURRENT U.K. LAW, UPON THE ISSUANCE TO A HOLDER OF DEFINITIVE
REGISTERED NOTES, SUCH HOLDER WILL BECOME SUBJECT TO UK INCOME TAX (CURRENTLY
20%) TO BE WITHHELD ON ANY PAYMENTS OF INTEREST ON THE DEFINITIVE REGISTERED
NOTES. A HOLDER OF DEFINITIVE REGISTERED NOTES MAY BE ENTITLED TO RECEIVE A
REFUND OF WITHHELD AMOUNTS FROM THE INLAND REVENUE IN CERTAIN CIRCUMSTANCES.

           Issue Date: ______________

           TELEWEST FINANCE (JERSEY) LIMITED, a public company with limited
liability organized in the Island of Jersey (the "Issuer"), for value received,
promises to pay to ___________________________________, or its registered
assigns, the principal sum of __________________________________ US Dollars
($_______) on 7 July 2005.

           Interest Payment Dates: 7 January and 7 July
                                   commencing 7 January 2001.

           Regular Record Dates: 21 June and 21 December

           Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.







                                      B-1
<PAGE>
           IN WITNESS WHEREOF, the Issuer has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                   Dated ___ ____________


                                   TELEWEST FINANCE (JERSEY) LIMITED,
                                        as Issuer

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

















                                      B-2
<PAGE>
               (Form of Trustee's Certificate of Authentication)

           This is one of the 6.0% Senior Convertible Notes due 2005 described
in the within-mentioned Indenture.



                                     THE BANK OF NEW YORK,
                                          as Trustee


                                     By:
                                          ----------------------------------
                                     Authorized Signatory

                                     Date:
                                          ----------------------------------














                                      B-3
<PAGE>
                             [REVERSE SIDE OF NOTES]

                        TELEWEST FINANCE (JERSEY) LIMITED

                      6.0% SENIOR CONVERTIBLE NOTE DUE 2005

           1. Principal and Interest. The Issuer will pay the principal of this
Note on 7 July 2005.

           The Issuer promises to pay interest on the principal amount of this
Note on each Interest Payment Date, commencing 7 January 2001, as set forth
below and in the Indenture, at the rate per annum shown on the face of this
Note.

           Interest will be paid semiannually in arrears (to the holders of
record of the Notes at the close of business on the 21 June or 21 December
immediately preceding the relevant Interest Payment Date) on each Interest
Payment Date, commencing 7 January 2001.

           Subject to Section 6.6 of the Indenture, interest on this Note will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, the Issue Date. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.

           The Issuer shall pay interest on overdue Principal and interest on
overdue installments of interest, to the extent lawful, at a rate equal to that
borne by the Notes. Any such interest shall be payable on demand and shall be
compounded semiannually on each 7 January and 7 July.

           2. Method of Payment. Except as provided in the Indenture, the Issuer
will pay interest on this Note (except defaulted interest) to the Persons who
are registered Holders of Notes at the close of business on the 21 June or 21
December next preceding the relevant Interest Payment Date. The Holder of this
Note must surrender this Note to a Paying, Conversion and Exchange Agent to
collect Principal payments. The Issuer will pay Principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Such payments shall be made at the office of a Paying,
Conversion and Exchange Agent; provided, however, that at the Issuer's election,
payments of interest may be made by check drawn on a US Dollar account and
mailed to the registered address of the Holder hereof. If a payment date is a
date other than a Business Day at a place of payment, payment may be made at
that place on the next succeeding day that is a Business Day and no interest
shall accrue for the intervening period.

           3. Paying, Conversion and Exchange Agent and Registrar. The Issuer
has appointed The Bank of New York, acting through its New York office, to act
as Principal Paying Conversion and Exchange Agent and Registrar, and the Bank of
New York acting through its London office, to act as a Paying, Conversion and
Exchange Agent and Registrar. The Issuer may change the Paying, Conversion and
Exchange Agents and the Registrar without notice; provided that, the Principal
Paying, Conversion and Exchange Agent may not be resident in the United Kingdom
or act through any agent resident in the United Kingdom. Neither the Issuer, the
Guarantor nor any of their Affiliates may act as Paying, Conversion and Exchange
Agent, or Registrar.


                                      B-4
<PAGE>
           4. Indenture. The Issuer issued the Notes under an Indenture dated 7
July 2000 (the "INDENTURE"), among the Issuer, the Guarantor and the Trustee.
This Note is one of an issue of Notes of the Issuer issued, or to be issued,
under the Indenture. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 US Code ss.ss. 77aaa-77bbbb), as amended from time to
time. The Notes are subject to all such terms, and Holders are referred to the
Indenture and the Trust Indenture Act for a statement of all such terms.
Capitalized and certain other terms used herein and not otherwise defined have
the meanings set forth in the Indenture. To the extent permitted by applicable
law, in the event of any inconsistency between the terms of this Note and the
terms of the Indenture, the terms of the Indenture shall control.

           The Notes are unsecured obligations of the Issuer limited in
aggregate principal amount to $500.0 million.

           5. Restrictive Covenants. The Indenture prohibits the Issuer from
incurring any Indebtedness, amending the Intercompany Loan, the Preference
Shares or the Preference Share Guarantee without the consent of the requisite
Holders, engaging in any business or conducing any operations other than issuing
the Notes and the Preference Shares and certain related activities, creating
Liens on its assets (other than Permitted Liens) and making Investments (other
than pursuant to the Intercompany Loan, or in US dollars or Pounds Sterling).
The Indenture also restricts the ability of the Guarantor and the Guarantor's
Restricted Subsidiaries to create Liens securing certain Debt Securities and the
ability of the Guarantor to consolidate, combine or merge with or into other
Persons or to sell all or substantially all of its assets. The restrictive
covenants are subject to a number of important qualifications and exceptions set
forth in the Indenture. The Issuer and the Guarantor must report to the Trustee
annually on compliance with the restrictive covenants contained in the
Indenture.

           6. Optional Redemption. The Issuer may redeem all (but not a part) of
the Notes, at 100% of the principal amount thereof, together with accrued and
unpaid interest to the Redemption Date, (i) at any time after 7 July 2003;
provided that the average of the middle-market quotations published in the daily
Official List of the London Stock Exchange for one Ordinary Share for the 30
consecutive Dealing Days ending on the Dealing Day ten days prior to the date on
which the related redemption notice is given shall have been at least 130% of
the average of the Exchange Price in effect (or deemed to be in effect) on each
such Dealing Day and (ii) at any time when at least 90% of the principal amount
of all Notes issued under the Indenture have been purchased by the Issuer and
cancelled by the Trustee pursuant to Section 2.12 of the Indenture, or converted
and exchanged pursuant to Article 6 of the Indenture.

           7. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder of
Definitive Registered Notes at such Holder's registered address as it appears in
the Register.

           8. Repurchase upon Change in Control. Upon the occurrence of a Change
of Control Triggering Event, each Holder shall have the right to require the
repurchase of its Notes by the Issuer in cash pursuant to the offer described in
the Indenture at a purchase price equal to 100% of the Principal Amount thereof,
plus accrued and unpaid interest on such Principal Amount, to the date of
purchase (the "CHANGE OF CONTROL PAYMENT").


                                      B-5
<PAGE>
           A notice of such Change of Control will be mailed within 30 days
after any Change of Control Triggering Event occurs to the Holder of the Global
Note and to each Holder of Definitive Registered Notes at such Holder's address
as it appears in the Register. On and after the Change of Control Payment Date,
interest will cease to accrue on the Notes or portions of Notes surrendered for
purchase unless the Issuer defaults in the payment of the Change of Control
Payment.

           9. Conversion and Exchange.

           (a) BY HOLDERS. Holders of Notes have the right (the "CONVERSION AND
EXCHANGE RIGHT") to convert their Notes into Preference Shares of the Issuer at
any time (subject to any applicable fiscal or other laws or regulations and as
hereinafter provided) after 16 August 2000 and prior to the close of business
(at the place where the relevant Note is delivered for conversion) on 22 June
2005 (both days inclusive). The price at which the Notes shall be convertible
into Preference Shares (the "CONVERSION PRICE") shall be one Preference Share
allotted at $1,000 credited as fully paid, for each $1,000 in principal amount
of Notes surrendered for conversion and exchange. If a Note shall have been
called for redemption prior to the Maturity Date, the Conversion and Exchange
Right will terminate at the close of business (at the place aforesaid) on the
tenth Business Day prior to the date fixed for redemption, except that if there
is a default in making payment in respect of such Note on the Redemption Date,
the Conversion and Exchange Right may be exercised up to the close of business
(at the place aforesaid) on the date on which such redemption payment is made
and notice thereof is given. For purposes hereof, a Conversion and Exchange
Right will be deemed exercised on the Conversion and Exchange Date with respect
thereto.

           To exercise its Conversion and Exchange Right, the holder of this
Note must:

           (i) duly complete and manually sign a Conversion and Exchange Notice
           and deliver (or cause to be delivered) such Conversion and Exchange
           Notice to the Principal Paying, Conversion and Exchange Agent;

           (ii) surrender this Note to the Registrar;

           (iii) if required, furnish appropriate endorsements and transfer
           documents; and

           (iv) if required, pay any taxes and capital, stamp, issue and
           registration duties arising on the exercise of such Conversion and
           Exchange Right (other than any taxes or capital, stamp, issue and
           registration duties payable in Jersey or the United Kingdom in
           respect of the allotment and issue of Preference Shares upon
           conversion and/or Ordinary Shares upon exchange, which shall be
           payable by the Issuer or the Guarantor, as applicable), and all
           taxes, if any, arising by reference to any disposal or deemed
           disposal of any Ordinary Share in connection with the exercise of
           such Conversion and Exchange Right.

           A Note in respect of which a holder has delivered an "Option of
Holder to Elect Purchase" form appearing below following a Change of Control
Triggering Effect may be converted only if the election notice is withdrawn in
accordance with the terms of the Indenture.


                                      B-6
<PAGE>
           By exercising a Conversion and Exchange Right, a Holder of a Note (or
the Trustee in the case of the exercise of Conversion and Exchange Rights in
connection with subparagraph (b) below) will be deemed to have contemporaneously
exercised the Share Exchange Right in respect of the Preference Shares issuable
upon conversion of such Notes (subject to and in accordance with the Preference
Shares, the Memorandum and Articles of Association and the Preference Share
Guarantee.

           (b) BY TRUSTEE. In the event the Issuer elects to redeem the Notes,
the Trustee may, in its sole and absolute discretion (but without liability for
any loss), during the period starting five London Business Days prior to a
Redemption Date and ending on the close of business on the London Business Day
immediately prior to such Redemption Date, elect by written notice to the
Principal Paying, Conversion and Exchange Agent to exercise Conversion and
Exchange Rights in respect of the aggregate principal amount of Notes to be
redeemed on such date with respect to which no Conversion and Exchange Notice
has been delivered (the "UNEXERCISED NOTES"); provided that the Trustee shall
have received all required consents (if any) and the Trustee shall be satisfied
or have been advised by an investment bank of international repute selected and
appointed by the Trustee that the net proceeds of an immediate sale of Ordinary
Shares arising from conversion and exchange (without regard to liability (other
than the liability of the Trustee, the Issuer or the Guarantor) for any taxes or
capital, stamp, issue or registration duties arising on conversion and exchange)
would be likely to exceed the redemption price payable in respect of the
Unexercised Notes by at least 5.0%.

           The Ordinary Shares issuable upon such conversion and exchange shall
be issued on the tenth Business Day following delivery of the written notice
referred to in the preceding paragraph and, when issued, shall be sold by, or on
behalf of, the Trustee in any manner that complies with applicable law as soon
as practicable after issuance thereof. The net proceeds of the sale of Ordinary
Shares issued in respect of such Unexercised Notes shall be held by the Trustee
in trust for the holders of the Unexercised Notes and distributed pro rata to
such holders, after deduction for any amounts payable by the Trustee or by the
holder of an Unexercised Note in respect of any taxes, or capital, stamp, issue
or registration duties and any costs incurred by the Trustee in connection with
the allotment and sale of such Ordinary Shares.

           (c) The above description of the Conversion and Exchange Right is
qualified by reference to, and is subject in its entirety by, the Indenture.

           10. Denominations. Definitive Registered Notes are in registered
form, without coupons, and must be denominated in an amount equal to $1,000 of
principal amount or an integral multiple thereof.

           11. Persons Deemed Owners. The Holder of this Note shall be treated
as the owner of this Note for all purposes.

           12. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or the Principal Paying,
Conversion and Exchange Agent will pay the money back to the Issuer at its
request. After that, Holders entitled to the money must look to the Issuer for
payment as general creditors unless "abandoned property" law designates another
Person.

                                      B-7
<PAGE>
           13. Amendment, Supplement, Waiver, Etc. The Issuer, the Guarantor and
the Trustee may, without the consent of the Holders of any outstanding Notes,
amend, waive or supplement the Indenture, the Notes or the Note Guarantee for
certain specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies, reducing the period between the Conversion and
Exchange Notice Date and the Conversion and Exchange Date (including reducing
such period to zero), and making any change that does not adversely affect the
rights of any Holder. Other amendments and modifications of the Indenture, the
Notes or the Note Guarantee may be made by the Issuer and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding Notes, subject to certain exceptions requiring the
consent of each Holder affected thereby.

           14. Successor Corporation. Upon any consolidation, combination,
merger or any transfer of all or substantially all of the assets of the
Guarantor in accordance with Section 11.3(a) of the Indenture, the surviving
entity formed by such consolidation or combination or into which the Guarantor
is merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Guarantor under the
Indenture with the same effect as if such surviving entity had been named as the
Guarantor therein, and thereafter, the predecessor company (except in the case
of a lease) shall be released from all obligations and covenants under the
Indenture and the Note Guarantee.

           15. Defaults and Remedies. The following events are "Events of
Default" for purposes of the Indenture: (i) the Issuer defaults in the payment
of principal of any Note when the same becomes due and payable, at maturity or
upon acceleration, redemption or otherwise; (ii) the Issuer defaults in the
payment of interest on any Note when the same becomes due and payable, and such
default continues for a period of 30 days; (iii) the Issuer fails to perform or
comply with the provisions of Section 4.12 or 11.3 of the Indenture; (iv) the
Issuer fails to repurchase Notes at the conclusion of the Change of Control
Offer referred to in Section 4.9 of the Indenture; (v) the Issuer or the
Guarantor defaults in the performance of or breaches any other covenant or
agreement in this Indenture or under the Notes, the Note Guarantee or the
Preference Share Guarantee, which default or breach continues for a period of 30
consecutive days after written notice by the Trustee or the Holders of 25% or
more in aggregate principal amount of the Notes outstanding; (vi) there occurs
with respect to any issue or issues of Indebtedness of the Guarantor or any
Significant Subsidiary having an outstanding principal amount of (pound)10
million or more in the aggregate for all such issues of all such Persons,
whether such Indebtedness now exists or shall hereafter be created, the
following: (A) an event of default that has caused the holders thereof to
declare such Indebtedness to be due and payable prior to its Stated Maturity and
such Indebtedness has not been discharged in full or such acceleration has not
been rescinded or annulled within 30 days following such acceleration; and/or
(B) the failure to make a principal payment at the final (but not any interim)
Stated Maturity and such defaulted payment shall not have been made, waived or
extended within 30 days of such payment default; (vii) any final judgment or
order for the payment of money in excess of (pound)10 million in the aggregate
for all such final judgments or orders against all such Persons shall be


                                      B-8
<PAGE>
rendered against the Issuer, the Guarantor or any Significant Subsidiary and
shall not be paid or discharged, and there shall be any period of 60 consecutive
days following entry of the final judgment or order that causes the aggregate
amount for all such final judgments or orders outstanding and not paid or
discharged against all such Persons to exceed (pound)10 million during which a
stay of enforcement of such final judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; and (viii) certain events of
bankruptcy, insolvency, reorganization or administration affecting the Issuer,
the Guarantor or any Significant Subsidiary.

           Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in clause (viii) above that
occurs with respect to the Issuer or the Guarantor) occurs and is continuing,
then the Holders of not less than 25% in aggregate principal amount of the
outstanding Notes or the Trustee may declare the Notes to be due and payable
immediately. If an Event of Default specified in clause (viii) above occurs with
respect to the Issuer or the Guarantor, the Default Amount of and any interest,
if any, on all of the Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. Holders may not enforce the Indenture, the Notes or the Note Guarantee
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture, the Notes or the Note
Guarantee. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Issuer and the
Guarantor must furnish an annual compliance certificate to the Trustee.

           16. Trustee Dealings with Issuer and Guarantor. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Issuer, the Guarantor or their Affiliates, and may
otherwise deal with the Issuer, the Guarantor or their Affiliates, as if it were
not Trustee.

           17. No Recourse Against Others. A trustee, director, officer,
employee, stockholder or incorporator, as such, of the Issuer or the Guarantor
shall not have any liability for any obligations of the Issuer or the Guarantor
under the Indenture, the Notes or the Note Guarantee or for any claim based on,
in respect of or by reason of such obligations or their creation. Each
Noteholder by accepting a Note waives and releases all such liability.

           18. Discharge Prior to Redemption or Maturity. The Issuer's and the
Guarantor's obligations pursuant to the Indenture will be discharged, except for
obligations pursuant to certain sections thereof, subject to the terms of the
Indenture, upon the payment of all the Notes or upon the irrevocable deposit
with the Trustee of US Dollars or Government Obligations sufficient to pay when
due principal of and interest on the Notes to maturity or redemption, as the
case may be.

           19. Authentication. This Note shall not be valid until the Trustee
signs the certificate of authentication on the other side of this Note.

           20. Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/N/A (= Uniform Gifts
to Minors Act).

           The internal laws of the State of New York shall govern this Note
without regard to principles of conflict of laws.


                                      B-9
<PAGE>
           The Issuer will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                     TELEWEST FINANCE (JERSEY) LIMITED
                     c/o Telewest Communications plc
                     Genesis Business Park
                     Albert Drive
                     Woking
                     Surrey GU21 5RW
                     England

                     Telephone:+44 1483 750 900
                     Telecopier:+44 1483 750 901
                     Attention:General Counsel














                                      B-10
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

           If you wish to have this Note purchased by the Issuer pursuant to
Section 4.9 of the Indenture, check the Box: [ ]

           If you wish to have a portion of this Note purchased by the Issuer
pursuant to Section 4.9 of the Indenture, state the amount:

$:  ----------------------

Date:  ______________________

Your Signature:  _______________________________
(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee: ___________________________

















                                      B-11
<PAGE>
                                                                     EXHIBIT C

                         FORM OF CERTIFICATE OF TRANSFER

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
United States

Attn:  Corporate Trust Administration - International Finance Unit

cc:

           Telewest Finance (Jersey) Limited
           c/o Telewest Communications plc
           Genesis Business Park
           Albert Drive
           Woking
           Surrey GU21 5RW
           England

           Telewest Communications plc
           Genesis Business Park
           Albert Drive
           Woking
           Surrey GU21 5RW
           England

           Re:   6.0% Senior Convertible Notes due 2005 of Telewest Finance
                 (Jersey) Limited


           Reference is hereby made to the Indenture, dated as of 7 July 2000
(the "INDENTURE"), among Telewest Communications plc, as guarantor, Telewest
Finance (Jersey) Limited, as issuer (the "ISSUER"), and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

           ___________________, (the "TRANSFEROR") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ (the "TRANSFER"), to
___________________________ (the "TRANSFEREE"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

1. [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the US Securities
Act of 1933, as amended (the "SECURITIES ACT") and, accordingly, the Transferor
hereby further certifies that the Book-Entry Interest or Definitive Registered
Note is being transferred to a Person that the Transferor reasonably believes is
purchasing the Book-Entry Interest or Definitive Registered Note for its own
account, or for one or more accounts with respect to which such Person exercises


                                      C-1
<PAGE>
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
all applicable securities laws of any other jurisdiction. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the
transferred Book-Entry Interest or Definitive Registered Note will be subject to
the restrictions on transfer enumerated in the 144A Legend printed on the 144A
Global Note and/or the 144A Definitive Registered Note and in the Indenture and
the Securities Act.

2. [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction
is not part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interest or Definitive
Registered Note will be subject to the restrictions on transfer enumerated in
the Regulation S Legend and in the Indenture and the Securities Act.

3. [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
all applicable securities laws of any other jurisdiction, (ii) the Transferor is
not (and during the three months preceding the Transfer was not) an Affiliate of
the Issuer or the Guarantor, (iii) at least two years have elapsed since such
Transferor (or any previous transferor of such Book-Entry Interest or Definitive
Registered Note that was not an Affiliate of the Issuer or the Guarantor)
acquired such Book-Entry Interest or Definitive Registered Note from the Issuer,
the Guarantor or an Affiliate of the Issuer or the Guarantor, and (iv) the
restrictions on transfer contained in the Indenture and the 144A Legend are not
required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred Book-Entry Interest or 144A Definitive Registered
Note will no longer be subject to the restrictions on transfer enumerated in the
144A Legend printed on the 144A Global Notes and/or the 144A Definitive
Registered Notes and in the Indenture.



                                      C-2
<PAGE>
           This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and the Guarantor.

                                    ------------------------------------------
                                    [Insert Name of Transferor]


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


Dated:
       -----------------------------------












                                      C-3
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                         [CHECK ONE OF (a), (b) OR (c)]

           (a) [ ] a Book-Entry Interest held through DTC Account No.________,
Euroclear Account No.________ or Clearstream Banking Account No.________, in
the:

                      (i) [ ] 144A Global Note (CUSIP ________; ISIN ________),
                      or

                      (ii) [ ] Regulation S Global Note (CUSIP ________; ISIN
                      ________), or

           (b) [ ] a 144A Definitive Registered Note; or

           (c) [ ] a Regulation S Definitive Registered Note.


2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

           (a) [ ] a Book-Entry Interest through DTC Account No.________,
Euroclear Account No.________ or Clearstream Banking Account No.________, in
the:

                      (i) [ ] 144A Global Note (CUSIP ________; ISIN ________),
                      or

                      (ii) [ ] Regulation S Global Note (CUSIP ________; ISIN
                      ________),

           (b) [ ] a 144A Definitive Registered Note; or

           (c) [ ] a Regulation S Definitive Registered Note; or

           (d) [ ] an Unrestricted Definitive Registered Note.






                                      C-4
<PAGE>
                                                                     EXHIBIT D

                         FORM OF CERTIFICATE OF EXCHANGE

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
United States

cc:

           Telewest Finance (Jersey) Limited
           c/o Telewest Communications plc
           Genesis Business Park
           Albert Drive
           Woking
           Surrey GU21 5RW
           England

           Telewest Communications plc
           Genesis Business Park
           Albert Drive
           Woking
           Surrey GU21 5RW
           England

           Re:   6.0% Senior Convertible Notes due 2005 of Telewest Finance
                 (Jersey) Limited


           Reference is hereby made to the Indenture, dated as of 7 July 2000
(the "INDENTURE"), among Telewest Communications plc, as guarantor, Telewest
Finance (Jersey) Limited, as issuer (the "ISSUER"), and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

           __________________________, (the "OWNER") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $____________ (the "EXCHANGE") to be held following such
Exchange as specified below and in Annex A hereto. In connection with the
Exchange, the Owner hereby certifies that:

(a) [ ] CHECK (I) IF EXCHANGE IS FROM BOOK-ENTRY INTEREST IN 144A GLOBAL NOTE TO
UNRESTRICTED DEFINITIVE REGISTERED NOTE OR (II) IF EXCHANGE IS FROM 144A
DEFINITIVE REGISTERED NOTES TO BOOK-ENTRY INTERESTS IN THE REGULATION S GLOBAL
NOTE. In connection with the Exchange of the Owner's Book-Entry Interest in the
144A Global Note for Unrestricted Definitive Registered Note(s) or with the
Exchange of the Owner's 144A Definitive Registered Notes to Book-Entry Interests
in the Regulation S Global Note, in each case, in an equal principal amount, the
Owner hereby certifies (i) the Notes are being acquired for the Owner's own
account without transfer, (ii) such Owner is not (and during the three months
preceding the Exchange was not) an Affiliate of the Issuer or the Guarantor,
(iii) at least two years have elapsed since the Owner (or any previous


                                      D-1
<PAGE>
transferor of such Book-Entry Interest that was not an Affiliate of the Issuer
or the Guarantor) acquired the Notes to be exchanged from the Issuer, the
Guarantor or an Affiliate of the Issuer or the Guarantor, (iv) such Owner is
permitted under Rule 144(k) of the Securities Act to sell all such Notes without
registration under the Securities Act, (v) the restrictions on transfer
contained in the Indenture and the 144A Legend are not required in order to
maintain compliance with the Securities Act and (vi) the Note(s) are being
acquired in compliance with all applicable securities laws of any other
jurisdiction.

(b) [ ] CHECK IF EXCHANGE IS FROM BOOK-ENTRY INTEREST IN THE REGULATION S GLOBAL
NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the
Owner's Book-Entry Interest in the Regulation S Global Note for Unrestricted
Definitive Registered Note in an equal principal amount, the Owner hereby
certifies (i) the Definitive Registered Note(s) are being acquired for the
Owner's own account without transfer, (ii) such Owner acquired such Book-Entry
Interest in a transaction complying with Rule 903 or Rule 904 under the
Securities Act, (iii) if such Owner acquired such Book-Entry Interest in a
transaction complying with Rule 903 under the Securities Act, a period of at
least 40 days has elapsed since the commencement of the Distribution Compliance
Period (as defined in Regulation S under the Securities Act) with respect to
such Book-Entry Interest, (iv) the restrictions on transfer contained in the
Indenture and the Regulation S Legend are not required in order to maintain
compliance with the Securities Act and (vi) the Unrestricted Definitive
Registered Notes are being acquired in compliance with all applicable securities
laws of any other jurisdiction.

2. EXCHANGE OF RESTRICTED DEFINITIVE REGISTERED NOTES OR BOOK-ENTRY INTEREST IN
RESTRICTED GLOBAL NOTE FOR RESTRICTED DEFINITIVE REGISTERED NOTES OR A
BOOK-ENTRY INTEREST IN RESTRICTED GLOBAL NOTE(S).

            [UNLESS THIS BOX IS CHECKED, YOU WILL NOT BE PERMITTED TO
                             COMPLETE THE EXCHANGE]

(a) [ ] In connection with the Exchange of the Owner's Book-Entry Interest in
the Global Note or Restricted Definitive Registered Notes for Definitive
Registered Notes or a Book-Entry Interest in a Restricted Global Note with an
equal principal amount, the Owner hereby certifies that such Definitive
Registered Notes or such Book-Entry Interest is being acquired for the Owner's
own account without transfer.

                           [CHECK ONLY IF APPLICABLE.]

(b) [ ] In connection with the Exchange, the Owner hereby certifies that it
acquired its Regulation S Definitive Notes or Book-Entry Interest in the
Regulation S Global Note in a transaction complying with Rule 903 or Rule 904
under the Securities Act.

           IF YOU CHECKED BOX "B" YOU WILL RECEIVE REGULATION S DEFINITIVE
REGISTERED NOTES OR A BOOK-ENTRY INTEREST IN THE REGULATION S GLOBAL NOTE AND,
ACCORDINGLY, SUCH REGULATION S NOTES WILL BE SUBJECT TO THE RESTRICTIONS ON
TRANSFER ENUMERATED IN THE REGULATION S LEGEND AND IN THE INDENTURE AND THE
SECURITIES ACT.


                                      D-2
<PAGE>
           If you did not check box "b" you will receive 144A Definitive
Registered Notes or a Book-Entry Interest in the 144A Global Note and,
accordingly, such 144A Notes will bear the 144A Legend and will be subject to
the restrictions on transfer enumerated therein and in the Indenture and the
Securities Act.





















                                      D-3
<PAGE>
           This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and the Guarantor.

                                   [Insert Name of Owner]


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


Dated:
       -----------------------------------















                                      D-4
<PAGE>
                        ANNEX A TO CERTIFICATE OF EXCHANGE

1.           The Owner owns and proposes to Exchange the following:

                         [CHECK ONE OF (a), (b) OR (c)]

           (a) [ ] a Book-Entry Interest held through DTC Account No.________,
Euroclear Account No.________ or Clearstream Banking Account No.________, in
the:

                      (i) [ ] 144A Global Note (CUSIP ________; ISIN ________),
                      or

                      (ii) [ ] Regulation S Global Note (CUSIP ________; ISIN
                      ________), or

           (b) [ ] a 144A Definitive Registered Note; or

           (c) [ ] a Regulation S Definitive Registered Note.


2.           After the Exchange the Owner will hold:

                                   [CHECK ONE]

           (a) [ ] a Book-Entry Interest through DTC Account No.________,
Euroclear Account No.________ or Clearstream Banking Account No.________, in
the:

                      (i) [ ] 144A Global Note (CUSIP ________; ISIN ________),
                      or

                      (ii) [ ] Regulation S Global Note (CUSIP ________; ISIN
                      ________),

           (b) [ ] a 144A Definitive Registered Note; or

           (c) [ ] a Regulation S Definitive Registered Note; or

           (d) [ ] an Unrestricted Definitive Registered Note.





                                      D-5
<PAGE>
                                                                     EXHIBIT E

                     FORM OF CONVERSION AND EXCHANGE NOTICE

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York  10286
United States

cc:

           Ogier Secretaries Limited
           Whiteley Chambers
           Don Street
           St. Helier, Jersey  JE4 9WG
           Channel Islands

           Lloyds TSB Registrar
           The Causeway Worthing
           West Sussex, BN99 6DA
           England

           Telewest Finance (Jersey) Limited
           c/o Telewest Communications plc
           Genesis Business Park
           Albert Drive
           Woking
           Surrey GU21 5RW
           England

           Telewest Communications plc
           Genesis Business Park
           Albert Drive
           Woking
           Surrey GU21 5RW
           England

           Re:   6.0% Senior Convertible Notes due 2005 of Telewest Finance
                (Jersey) Limited

           Reference is hereby made to the Indenture, dated as of 7 July 2000
(the "INDENTURE"), among Telewest Communications plc, as guarantor (the
"GUARANTOR"), Telewest Finance (Jersey) Limited, as issuer (the "ISSUER"), and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

           The undersigned holder (the "HOLDER") of Definitive Registered Notes
or Book-Entry Interests in a Global Note hereby elects to convert the principal
amount of such Notes as specified below into Preference Shares of the Issuer
(the "PREFERENCE Shares") in accordance with the Indenture and the Notes and to
further exchange such Preference Shares for a number of Ordinary Shares of the


                                      E-1
<PAGE>
Guarantor as may be determined by reference to the Memorandum and Articles of
Association and the Preference Share Guarantee.

1.         The Holder hereby elects to convert $________ principal amount of
           Notes held in the form of:

                       [CHECK ONE OF (a), (b), (c) OR (d)]

           (a) [ ] a Book-Entry Interest in the:

                      (i) [ ] 144A Global Note (CUSIP ________; ISIN ________);

                      (ii) [ ] Regulation S Global Note (CUSIP ________; ISIN
                      ________);

           (b) [ ] a 144A Definitive Registered Note;

           (c) [ ] a Regulation S Definitive Registered Note; or

           (d) [ ] an Unrestricted Definitive Registered Note.

2.         The name of the person in whose name the Preference Shares should be
           registered is*:

           Name: ________________________


3.         The Holder hereby requests that the Preference Shares in respect of
           which the Holder has delivered a Conversion and Exchange Notice shall
           forthwith upon allotment of the same be delivered to Ogier
           Secretaries Limited and, thereafter, transferred to the Guarantor in
           exchange for the issue to the Holder completing this Conversion and
           Exchange Notice, or as directed herein, of that number of fully-paid
           Ordinary Shares of the Guarantor to which the Holder is entitled upon
           exercise (or deemed exercise) of the related Share Exchange Right.

           The Holder acknowledges that any such transfer shall be effected by
           Ogier Secretaries Limited, as agent for the Holder (or any other
           person appointed for this purpose by the Issuer), and Ogier
           Secretaries Limited, the Issuer and any other person appointed as
           aforesaid shall be and is hereby authorized on behalf of the Holder
           to execute all such documents and do all such things as may be
           necessary properly to effect such transfer, without any cost or
           liability to, or any further action required by, the Holder. To
           facilitate this transfer, the Holder hereby appoints Ogier
           Secretaries Limited as its attorney-in-fact to take any and all
           actions necessary in order to effect the exchange and transfer.

           After the Conversion and Exchange has been effected, the Holder
           hereby requests that the Ordinary Shares be delivered as set forth in
           paragraph 4 below.


---------------------
*          The Preference Shares may not be registered in a name of a person
           other than the Holder (which, for the avoidance of doubt shall
           include any Participant directing delivery of this Conversion and
           Exchange Notice).


                                      E-2
<PAGE>
4.         The Holder hereby requests that EITHER:

           [COMPLETE [A] IN THE CASE OF ORDINARY SHARES TO BE DELIVERED IN
           CERTIFICATED FORM AND [B] IN THE CASE OF ORDINARY SHARES TO BE
           DELIVERED IN UNCERTIFICATED FORM THROUGH CREST]

           [A]       the certificates for the Ordinary Shares (together with any
                     other securities, property or cash) or any cash or any
                     payment required to be delivered in pursuance of this
                     Conversion and Exchange Notice be dispatched (at the
                     Holder's risk and expense) to the person whose name and
                     address is given below1 and in the manner specified below:

           Name:             _________________________
           Address:          _________________________

           Manner of dispatch: ________________

           OR

           [B]       the Ordinary Shares to be delivered in pursuance of this
                     Conversion and Exchange Notice be credited to the CREST
                     account2 details of which are set out below and that any
                     other securities property or cash or any cash or any
                     payment required to be delivered in pursuance of this
                     Conversion and Exchange Notice be dispatched (at the
                     Holder's risk and expense) to the person whose name and
                     address is given below and in the manner specified below:

           CREST Participant ID: _________________
           Member Account ID: _________________
           Name:             _________________________
           Address:          _________________________



--------------------------
1          The Ordinary Shares may not be registered in the name of a person
           other than the Holder unless the Holder checks one of the boxes under
           paragraph 7(b) or 7(c) below.

2          Ordinary Shares may not be delivered through CREST unless the Holder
           checks one of the boxes under 7(a), 7(b)(ii), 7(c)(ii) or 7(c)(iii)
           below.


                                      E-3
<PAGE>
           Manner of dispatch: ________________

 5.        If this Conversion and Exchange Notice relates to Definitive
           Registered Notes, the certificates representing such Notes are
           attached hereto. The Holder hereby requests that any balance of
           Definitive Registered Notes not the subject of this Conversion and
           Exchange Notice be registered in the name of, and dispatched (at the
           Holder's risk and expense) to, the person whose name and address is
           given below and in the manner specified below3

           Name:             _________________________
           Address:          _________________________
           Manner of dispatch: ________________

 6.        The Holder hereby acknowledges and agrees that:

           (a) If this Conversion and Exchange Notice relates to 144A Definitive
           Registered Notes or a Book-Entry Interest in the 144A Global Note,
           the Ordinary Shares issued upon conversion and exchange hereof will
           bear a share legend containing restrictions on transfer unless the
           Holder certifies to the effect set forth in paragraph 7(a)(i) or
           7(b)(ii) below. The Holder further acknowledges and agrees that (i)
           the Ordinary Shares have not been and will not be registered under
           the Securities Act and may not be offered, sold, pledged or otherwise
           transferred except (1)(A) in an offshore transaction meeting the
           requirements of Rule 903 or Rule 904 of Regulation S under the
           Securities Act, (B) pursuant to an exemption from registration under
           the Securities Act provided by Rule 144 thereunder (if available) or
           (C) to the Guarantor or any subsidiary thereof and (2) in each case,
           in accordance with all applicable securities laws of any other
           jurisdiction and (ii) notwithstanding anything to the contrary in the
           foregoing, the Ordinary Shares may not be deposited into any
           unrestricted depositary facility established or maintained by a
           depositary bank unless and until such time as the Ordinary Shares are
           no longer "Restricted Securities" within the meaning of Rule
           144(a)(3) under the Securities Act; and

           (b) If this Conversion and Exchange Notice relates to Regulation S
           Definitive Registered Notes or a Book-Entry Interest in the
           Regulation S Global Note, the Ordinary Shares issued upon conversion
           and exchange hereof will bear a share legend containing restrictions
           on transfer unless the Holder certifies to the effect set forth in
           paragraph 7(a)(ii), 7(c)(ii) or 7(c)(iii) below. The Holder further
           acknowledges and agrees that the Ordinary Shares have not been and


-------------------------
3          The Definitive Registered Notes may not be registered in the name of
           a person other than the Holder unless the Holder delivers a transfer
           certificate in the form of Exhibit C to the Indenture containing the
           certifications required by Section 2.7 of the Indenture.


                                      E-4
<PAGE>
           will not be registered under the Securities Act, and any offer, sale,
           pledge or other transfer thereof prior to the expiration of the
           relevant "DISTRIBUTION COMPLIANCE PERIOD," as defined in Regulation S
           under the Securities Act, must be made (A)(i) in an offshore
           transaction in accordance with Rule 903 or Rule 904 of Regulation S,
           (ii) pursuant to an exemption from registration under the Securities
           Act provided by Rule 144 thereunder (if available) or (iii) to the
           Guarantor or any subsidiary thereof and (B) in each case, in
           accordance with all applicable securities laws of any other
           jurisdiction. Upon expiration of the relevant Distribution Compliance
           Period, the Ordinary Shares may be transferred only in accordance
           with the Securities Act and all applicable securities laws of any
           other jurisdiction. The Holder further acknowledges that,
           notwithstanding anything to the contrary in the foregoing, the
           Ordinary Shares may not be deposited into any unrestricted depositary
           facility established or maintained by a depositary bank, unless and
           until such time as such Ordinary Shares are no longer "RESTRICTED
           SECURITIES" within the meaning of Rule 144(a)(3) under the Securities
           Act.

 7.        In connection with the foregoing:

           (a) SHARES REGISTERED IN THE HOLDER'S NAME. If the Ordinary Shares
will be registered in the Holder's name, the Holder hereby certifies that the
Ordinary Shares are being acquired for the Holder's own account without transfer
and, if applicable:

                           [CHECK ONLY IF APPLICABLE]

           (i) [ ] CHECK IF THE HOLDER IS CONVERTING AND EXCHANGING 144A
           DEFINITIVE REGISTERED NOTES OR A BOOK-ENTRY INTEREST IN THE 144A
           GLOBAL NOTE. The Holder is not (and during the three months preceding
           the conversion will not have been) an Affiliate of the Issuer or the
           Guarantor; at least two years have elapsed since the Holder (or any
           previous transferor of the Holder's Definitive Registered Notes or
           Book-Entry Interest that was not an Affiliate of the Issuer or the
           Guarantor) acquired such Definitive Registered Notes or Book-Entry
           Interest from the Issuer, the Guarantor or an Affiliate of the Issuer
           or the Guarantor; the Holder is permitted under Rule 144(k) of the
           Securities Act to sell all such Definitive Registered Notes or
           Book-Entry Interest without registration under the Securities Act;
           and the restrictions on transfer contained in the 144A Ordinary Share
           Legend are not required in order to maintain compliance with the
           Securities Act.

           (ii) [ ] CHECK IF THE HOLDER IS CONVERTING AND EXCHANGING REGULATION
           S DEFINITIVE REGISTERED NOTES OR A BOOK-ENTRY INTEREST IN THE
           REGULATION S GLOBAL NOTE. The Conversion and Exchange Date with
           respect to the Notes subject to this Conversion and Exchange Notice
           will occur after 16 August 2000; the Holder (and each beneficial
           owner of such Holder's Definitive Registered Notes or Book-Entry
           Interest) is not a US Person (as defined in Regulation S under the
           Securities Act); the Holder acquired its Definitive Registered Notes
           or Book-Entry Interest in a transaction complying with Rule 903 or
           Rule 904 under the Securities Act; if the Holder acquired such
           Definitive Registered Notes or Book-Entry Interest in a transaction
           complying with Rule 903 under the Securities Act, a period of at
           least 40 days has elapsed since the commencement of the Distribution
           Compliance Period (as defined in Regulation S under the Securities


                                      E-5
<PAGE>
           Act) with respect to such Definitive Registered Notes or such
           Book-Entry Interest; and the restrictions on transfer contained in
           the Regulation S Ordinary Share Legend are not required in order to
           maintain compliance with the Securities Act.

           (b) HOLDER IS CONVERTING AND EXCHANGING 144A DEFINITIVE REGISTERED
NOTES OR A BOOK-ENTRY INTEREST IN THE 144A GLOBAL NOTE AND HAS REQUESTED THAT
THE ORDINARY SHARES BE REGISTERED IN A NAME OTHER THAN THE HOLDER'S NAME. If the
Holder has requested that the Ordinary Shares be registered in a name other than
the Holder's name and the Holder is converting and exchanging 144A Definitive
Registered Notes or a Book-Entry Interest in the 144A Global Note, the Holder
hereby certifies that:

                           [CHECK ONE OF (i) or (ii)]

           (i) [ ] The transfer of the Ordinary Shares in connection with such
           conversion and exchange is being effected pursuant to and in
           accordance with Rule 903 or Rule 904 under the Securities Act and,
           accordingly, the Holder hereby further certifies that (A) the
           transfer is not being made to a person in the United States and (x)
           at the time the buy order was originated, the transferee was outside
           the United States or the Holder and any Person acting on its behalf
           reasonably believed and believes that the transferee was outside the
           United States or (y) the transaction was executed in, on or through
           the facilities of a designated offshore securities market and neither
           the Holder nor any Person acting on its behalf knows that the
           transaction was prearranged with a buyer in the United States, (B) no
           directed selling efforts have been made in contravention of the
           requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
           Securities Act and (C) the transaction is not part of a plan or
           scheme to evade the registration requirements of the Securities Act.

           UPON ISSUANCE, THE ORDINARY SHARES WILL BEAR THE REGULATION S
           ORDINARY SHARE LEGEND.

           (ii) [ ] The Holder is not (and during the three months preceding the
           Conversion and Exchange Date will not have been) an Affiliate of the
           Issuer or the Guarantor; at least two years have elapsed since the
           Holder (or any previous owner of the converted Definitive Registered
           Notes or Book-Entry Interest that was not an Affiliate of the Issuer
           or the Guarantor) acquired the converted Definitive Registered Notes
           or Book-Entry Interest from the Issuer, the Guarantor or an Affiliate
           of the Issuer or the Guarantor; the Holder is permitted under Rule
           144(k) of the Securities Act to sell all the converted Definitive
           Registered Notes or Book-Entry Interest without registration under
           the Securities Act; and the restrictions on transfer contained in the
           144A Ordinary Share Legend are not required in order to maintain
           compliance with the Securities Act.

           UPON ISSUANCE, THE ORDINARY SHARES WILL NOT BEAR THE 144A ORDINARY
           SHARE LEGEND OR THE REGULATION S ORDINARY SHARE LEGEND.


                                      E-6
<PAGE>
           (c) HOLDER IS CONVERTING AND EXCHANGING REGULATION S DEFINITIVE
REGISTERED NOTES OR A BOOK-ENTRY INTEREST IN THE REGULATION S GLOBAL NOTE AND
HAS REQUESTED THAT THE ORDINARY SHARES BE REGISTERED IN A NAME OTHER THAN THE
HOLDER'S NAME. If the Holder has requested that the Ordinary Shares be
registered in a name other than the Holder's name and the Holder is converting
and exchanging Regulation S Definitive Registered Notes or a Book-Entry Interest
in the Regulation S Global Note, the Holder hereby certifies that:

                        [CHECK ONE OF (i), (ii) or (iii)]

           (i) [ ] The transfer of the Ordinary Shares in connection with such
           conversion and exchange is being effected pursuant to and in
           accordance with Rule 903 or Rule 904 under the Securities Act and,
           accordingly, the Holder hereby further certifies that (A) the
           transfer is not being made to a person in the United States and (x)
           at the time the buy order was originated, the transferee was outside
           the United States or the Holder and any Person acting on its behalf
           reasonably believed and believes that the transferee was outside the
           United States or (y) the transaction was executed in, on or through
           the facilities of a designated offshore securities market and neither
           the Holder nor any Person acting on its behalf knows that the
           transaction was prearranged with a buyer in the United States, (B) no
           directed selling efforts have been made in contravention of the
           requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
           Securities Act and (C) the transaction is not part of a plan or
           scheme to evade the registration requirements of the Securities Act.

           UPON ISSUANCE, THE ORDINARY SHARES WILL BEAR THE REGULATION S
           ORDINARY SHARE LEGEND.

           (ii) [ ] The transfer is being effected after 16 August 2000, the
           Holder acquired such Book-Entry Interest or Definitive Registered
           Notes in a transaction complying with Rule 903 or Rule 904 under the
           Securities Act; if the Holder acquired such Book-Entry Interest or
           Definitive Registered Notes in a transaction complying with Rule 903
           under the Securities Act, a period of at least 40 days has elapsed
           since the commencement of the Distribution Compliance Period (as
           defined in Regulation S under the Securities Act) with respect to
           such Book-Entry Interest or Definitive Registered Notes; and the
           restrictions on transfer contained in the Indenture and the
           Regulation S Ordinary Share Legend are not required in order to
           maintain compliance with the Securities Act.

           UPON ISSUANCE, THE ORDINARY SHARES WILL NOT BEAR THE 144A ORDINARY
           SHARE LEGEND OR THE REGULATION S ORDINARY SHARE LEGEND.


                                      E-7
<PAGE>
           (iii) [ ] The Holder is not (and during the three months preceding
           the Conversion and Exchange Date will not have been) an Affiliate of
           the Issuer or the Guarantor; at least two years have elapsed since
           the Holder (or any previous owner of the converted Definitive
           Registered Notes or Book-Entry Interest that was not an Affiliate of
           the Issuer or the Guarantor) acquired the converted Definitive
           Registered Notes or Book-Entry Interest from the Issuer, the
           Guarantor or an Affiliate of the Issuer or the Guarantor; the Holder
           is permitted under Rule 144(k) of the Securities Act to sell all the
           converted Definitive Registered Notes or Book-Entry Interest without
           registration under the Securities Act; and the restrictions on
           transfer contained in the 144A Ordinary Share Legend are not required
           in order to maintain compliance with the Securities Act.

           UPON ISSUANCE, THE ORDINARY SHARES WILL NOT BEAR THE 144A ORDINARY
           SHARE LEGEND OR THE REGULATION S ORDINARY SHARE LEGEND.














                                      E-8
<PAGE>
           This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuer and the Guarantor.

                                                                        4
                                    ------------------------------------
                                    [Insert Name of Converting Holder]


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


Dated:
       -----------------------------------












------------------------
4          Where the Notes in respect of which this Conversion and Exchange
           Notice is given are evidenced by a Global Note, the Conversion and
           Exchange Notice need not be signed. In such a case, delivery of the
           Conversion and Exchange Notice will constitute confirmation by the
           Holder of the Book-Entry Interests covered by this Conversion and
           Exchange Notice that the information and the representations in the
           Conversion and Exchange Notice are true and accurate on the date of
           delivery.



                                      E-9
<PAGE>
                                                                     EXHIBIT F

                          FORM OF NOTATION OF GUARANTEE

           For value received, the Guarantor (which term includes any successor
Person under the Indenture) has unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture dated as
of 7 July 2000 (the "INDENTURE") among Telewest Communications plc, as guarantor
(the "GUARANTOR"), Telewest Finance (Jersey) Limited, as issuer (the "ISSUER"),
and The Bank of New York, as trustee (the "TRUSTEE"), (a) the due and punctual
payment of the principal of and interest on the Notes (as defined in the
Indenture) and all other amounts, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal and, to the extent permitted by law, interest, and the due and
punctual performance of all other obligations of the Issuer to the Holders or
the Trustee all in accordance with the terms of the Indenture and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantor to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.

           The internal laws of the State of New York shall govern this Note
Guarantee without regard to principles of conflict of laws.


                                    TELEWEST COMMUNICATIONS PLC

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




                                      F-1
<PAGE>
                                                                     EXHIBIT G

               FORM OF TRUSTEE'S NOTICE OF CONVERSION AND EXCHANGE

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York  10286
United States

cc:

           Ogier Secretaries Limited
           Whiteley Chambers
           Don Street
           St. Helier, Jersey  JE4 9WG
           Channel Islands

           Lloyds TSB Registrar
           The Causeway Worthing
           West Sussex, BN99 6DA
           England

           Telewest Finance (Jersey) Limited
           c/o Telewest Communications plc
           Genesis Business Park
           Albert Drive
           Woking
           Surrey GU21 5RW
           England

           Telewest Communications plc
           Genesis Business Park
           Albert Drive
           Woking
           Surrey GU21 5RW
           England

           Re:  6.0% Senior Convertible Notes due 2005 of Telewest Finance
                (Jersey) Limited

           Reference is hereby made to the Indenture, dated as of 7 July 2000
(the "INDENTURE"), among Telewest Communications plc, as guarantor (the
"GUARANTOR"), Telewest Finance (Jersey) Limited, as issuer (the "ISSUER"), and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

           Pursuant to Section 6.9 of the Indenture, the undersigned Trustee
hereby elects to convert the principal amount of the Notes specified below into
Preference Shares of the Issuer (the "PREFERENCE SHARES") in accordance with the
Indenture and the Notes and to further exchange such Preference Shares for a


                                       G-1
<PAGE>
number of Ordinary Shares of the Guarantor as may be determined by reference to
the Memorandum and Articles of Association and the Preference Share Guarantee.

1.         The Trustee hereby elects to convert $________ principal amount of
           Notes held in the form of:

                       [CHECK ONE OF (a), (b), (c) OR (d)]

           (a) [ ] a Book-Entry Interest in the:

                      (i) [ ] 144A Global Note (CUSIP ________; ISIN ________);

                      (ii) [ ] Regulation S Global Note (CUSIP ________; ISIN
                      ________);

           (b) [ ] a 144A Definitive Registered Note;

           (c) [ ] a Regulation S Definitive Registered Note; or

           (d) [ ] an Unrestricted Definitive Registered Note.

2.         The nominee of the Trustee in whose name the Preference Shares should
           be registered is:

           Name: ________________________


3.         The Trustee hereby requests that the Preference Shares in respect of
           which the Trustee has delivered this notice shall, if issued in
           certificated form, forthwith upon allotment of the same be delivered
           to Ogier Secretaries Limited and, when allotted and issued,
           transferred to the Guarantor in exchange for the issue to the
           Trustee's nominee referred to in paragraph 4 below, of that number of
           fully-paid Ordinary Shares of the Guarantor to which the Trustee is
           entitled upon exercise (or deemed exercise) of the related Share
           Exchange Right.

           The Trustee acknowledges that any such transfer shall be effected by
           Ogier Secretaries Limited, as agent for the holders of the Notes
           being converted (or any other person appointed for this purpose by
           the Issuer), and Ogier Secretaries Limited, the Issuer and any other
           person appointed as aforesaid shall be and is hereby authorized on
           behalf of such holders to execute all such documents and do all such
           things as may be necessary properly to effect such transfer, without
           any cost or liability to, or any further action required by, the
           Trustee or such holders. To facilitate this transfer, Ogier
           Secretaries Limited is appointed as its attorney-in-fact to take any
           and all actions necessary in order to effect the exchange and
           transfer.

           After the Conversion and Exchange has been effected, the Trustee
           hereby requests that the Ordinary Shares be delivered as set forth in
           paragraph 4 below.

4.         The Trustee hereby requests that the certificates for the Ordinary
           Shares (together with any other securities, property or cash) or any
           cash or any payment required to be delivered in pursuance of this


                                      G-2
<PAGE>
           notice be dispatched to the Trustee's nominee specified below, at the
           address given below and in the manner specified below:

           Name:             _________________________
           Address:          _________________________
           Manner of dispatch: ________________

 5.        The Trustee acknowledges that the Preference Shares to be issued
           hereunder have not been and will not be registered under the
           Securities Act and may not be offered, sold, pledged or otherwise
           transferred except (1)(A) in an offshore transaction meeting the
           requirements of Rule 903 or Rule 904 of Regulation S under the
           Securities Act, (B) pursuant to an exemption from registration under
           the Securities Act provided by Rule 144 thereunder (if available) or
           (C) to the Guarantor or any subsidiary thereof and (2) in each case,
           in accordance with all applicable securities laws of any other
           jurisdiction. Any Preference Shares issued in certificated form
           pursuant to this notice will bear the 144A Preference Share Legend.

6.         The Trustee acknowledges that (i) the Ordinary Shares to be issued
           hereunder have not been and will not be registered under the
           Securities Act and may not be offered, sold, pledged or otherwise
           transferred except (1)(A) in an offshore transaction meeting the
           requirements of Rule 903 or Rule 904 of Regulation S under the
           Securities Act, (B) pursuant to an exemption from registration under
           the Securities Act provided by Rule 144 thereunder (if available) or
           (C) to the Guarantor or any subsidiary thereof and (2) in each case,
           in accordance with all applicable securities laws of any other
           jurisdiction and (ii) notwithstanding anything to the contrary in the
           foregoing, the Ordinary Shares may not be deposited into any
           unrestricted depositary facility established or maintained by a
           depositary bank unless and until such time as the Ordinary Shares are
           no longer "Restricted Securities" within the meaning of Rule
           144(a)(3) under the Securities Act. Any Ordinary Shares issued
           pursuant to this notice will bear the 144A Ordinary Share Legend.

7.         The Trustee acknowledges that the Ordinary Shares issued pursuant
           hereto will be sold by, or on behalf of the Trustee, in trust for the
           holders of Unexercised Notes in a manner that complies with law as
           soon as practicable after issuance thereof. The Trustee will provide
           to the Issuer and the Guarantor information regarding the intended
           method of distribution of such Ordinary Shares prior to such sale.




                                      G-3
<PAGE>
           This certificate and the statements contained herein are made
pursuant to Section 6.9 of the Indenture.

                                        The Bank of New York,
                                        as Trustee

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


Dated:
       -----------------------------------



















                                      G-4