EXECUTION VERSION

                                NTL Incorporated
                        110 East 59th Street, 26th Floor
                            New York, New York 10022

                                                         April 30, 2002

France Telecom
208-212, rue Raymond Losserand
75505 Paris Cedex, 15
France

RAPP 26
208-212, rue Raymond Losserand
75505 Paris Cedex, 15
France

Ladies and Gentlemen:

     This letter agreement is being entered into on the 30th day of April 2002,
by and among NTL Incorporated ("NTL"), RAPP 26 ("RAPP"), a wholly owned
subsidiary of France Telecom ("France Telecom" and together with RAPP, the
"France Telecom Parties"), and France Telecom.

     WHEREAS, NTL, France Telecom, BNP Paribas ("BNP"), Credit Agricole Indosuez
("Credit Agricole"), Deutsche Bank AG, Paris Branch ("Deutsche Bank"), and
Westdeutsche Landesbank Girozentrale, Paris Branch ("Westdeutsche Landesbank
Girozentrale" and together with BNP, Credit Agricole and Deutsche Bank,
collectively, the "Banks") entered into a Purchase Agreement dated February 17,
2000, relating to the issuance and sale by NTL of shares of its 5% Cumulative
Preferred Stock, Series A (the "5% Cumulative Preferred Stock") to Compagnie
Generale des Communications S.A., a wholly owned subsidiary of France Telecom
("COGECOM"), and the Banks, which issuance and sale occurred at a closing held
on March 28, 2000;

     WHEREAS, pursuant to an exchange agreement, entered into on September 12,
2001 (the "Exchange Agreement"), by and among NTL, the Banks, France Telecom and
COGECOM, the parties thereto exchanged each outstanding share of 5% Cumulative
Preferred Stock for one share of Cumulative Convertible Preferred Stock, Series
A of NTL (the "Cumulative Convertible Preferred Stock");

     WHEREAS, COGECOM has since transferred the shares of Cumulative Convertible
Preferred Stock held by it to RAPP, an indirect wholly owned subsidiary of
France Telecom;


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     WHEREAS, NTL has informed the France Telecom Parties that, as part of an
overall recapitalization of the debt and equity securities of NTL and its
subsidiaries, NTL has been in negotiations with the lenders under the credit
agreement dated March 28, 2000 originally made between NTL Incorporated (now
known as NTL (Delaware), Inc.) as parent, NTL Cablecom Holding GmbH as
shareholder, Cablecom (Ostschweiz) AG (now known as Cablecom GmbH) as principal
borrower, the parties named therein as original borrowers, the parties named
therein as original guarantors and others, as amended pursuant to an amendment
agreement dated May 16, 2000 (the "Cablecom Credit Agreement") to amend the
terms and conditions thereof (as proposed to be amended, the "Amended Cablecom
Credit Agreement");

     WHEREAS, as part of the agreement to amend the terms of the Cablecom Credit
Agreement, the Steering Committee for the Cablecom lenders (as set out in a
Confirmation of Terms of Appointment letter agreement dated March 7, 2002) are
requiring, among other things, that the provisions set forth on Schedule A of
this letter agreement be included in the Amended Cablecom Credit Agreement (the
"Cablecom Sale Procedures");

     WHEREAS, under the terms of the Certificate of Designation governing the
Cumulative Convertible Preferred Stock (the "Certificate of Designation"), the
France Telecom Parties have the right to exchange, subject to the terms and
conditions of the Certificate of Designation, shares of Cumulative Convertible
Preferred Stock for up to 50% of the outstanding shares (the "Eurotel Stock") of
NTL Cablecom Holding GmbH ("NTL Cablecom"), or any other holding entity which is
wholly owned by NTL and holds the entire issued and outstanding capital stock of
NTL Cablecom and its subsidiaries (including any minority interests owned by
such entities); and

     WHEREAS, the right under paragraph (8) of the Certificate of Designation to
exchange shares of Cumulative Convertible Preferred Stock for up to 50% of the
outstanding shares of Eurotel Stock may be inconsistent or in conflict with the
Cablecom Sale Procedures.

     NOW THEREFORE BE IT RESOLVED, that the parties agree as follows:

     1. Subject to the conditions set forth in Section 5, the France Telecom
Parties agree to waive, release and discharge the right to exercise or attempt
to exercise (or provide notice thereof to NTL) the exchange of shares of
Cumulative Convertible Preferred Stock for shares of Eurotel Stock under the
Exchange Agreement, the Certificate of Designation or otherwise; for the
avoidance of doubt from and after the date of this letter agreement, (a) subject
to the conditions set forth in Section 5, the France Telecom Parties shall have
no right to exchange shares of Cumulative Convertible Preferred Stock for shares
of Eurotel Stock pursuant to the Exchange Agreement, paragraph (8) of the
Certificate of Designation or otherwise, (b) unless and until an Exchange Right
Reinstatement Event (as defined in Section 5) occurs, NTL and its subsidiaries
shall not be required to take into account the matters set forth in the Exchange
Agreement and the exchange rights of the France Telecom Parties contained in
paragraph (8) of the Certificate of Designation in conducting the


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business and operations of, maintaining licenses of, financing of, or disposing
of NTL Cablecom and its direct and indirect majority and minority-owned
subsidiaries and (c) subject to the conditions set forth in Section 5, all
references in the Exchange Agreement to the right to exchange contained in
paragraph (8) of the Certificate of Designation shall be deleted and of no
further force and effect.

     2. Subject to the conditions set forth in Section 5, the France Telecom
Parties agree not to, directly or indirectly, offer, sell, dispose, pledge,
create a lien on, hypothecate, monetize, gift, deposit shares of Cumulative
Convertible Preferred Stock or Eurotel Stock in a voting trust or otherwise
transfer (collectively, the "Transfers"), the Cumulative Convertible Preferred
Stock or Eurotel Stock or any interest or participation therein (other than (a)
as contemplated by the Put and Call Option Agreement, dated February 17, 2000,
by and among France Telecom and the Banks, as amended on March 23, 2000,
September 12, 2001, and December 21, 2001, and as may be further amended from
time to time (as so amended, the "Put and Call Agreement"), (b) as contemplated
by the NTL Non-Binding Term Sheet for Plan of Reorganization, dated April 16,
2002 (the "Term Sheet"), by and among, NTL, the France Telecom Parties and the
other parties signatories thereto), or (c) in connection with any tax planning
activities of any of the France Telecom Parties that are not inconsistent with
the terms and conditions of this letter agreement.

     3. The France Telecom Parties represent and warrant that (a) Section 8.2 of
the Put and Call Agreement provides that:

          "8.2 Each Bank undertakes with France Telecom that it will not, prior
     to the Completion Date [the date on which France Telecom completes the sale
     and purchase of Cumulative Convertible Preferred Stock from the Banks under
     the Put and Call Agreement] on which the sale of its Option Stock [the
     shares of Cumulative Convertible Preferred Stock held by the Banks] is
     completed or, if later, the Termination Date [March 28, 2003], at any time
     sell, assign, transfer, create a lien with respect to, encumber, charge,
     exchange or convert any of its Option Stock or any of its rights thereto
     unless either:

               8.2.1 a Put Acceleration Event [an event allowing the Banks to
          accelerate their right to require France Telecom to purchase the
          shares of Option Stock held by the Banks (defined in the Put and Call
          Agreement as the "Put Option")] has occurred and (i) has not been
          remedied as per clause 10.1.2 or (ii) France Telecom shall have not
          performed its obligation to purchase Option Stock upon exercise by any
          of the Banks of the Put Option; or

               8.2.2 the prior written consent of France Telecom has been
          obtained."

          (b) none of the Banks is a Qualified Holder (as such term is defined
     in the Certificate of Designation) and do not have any right (whether
     through notice, lapse of time or otherwise) to exchange shares of
     Cumulative Convertible Preferred Stock for shares of Eurotel Stock under
     the Exchange Agreement, the Certificate of

<PAGE>

     Designation or otherwise; for the avoidance of doubt in the event this
     representation becomes untrue from and after the date of this letter
     agreement, France Telecom agrees to exercise timely its rights (and in any
     case, prior to the consummation of any such exchange) under the Put and
     Call Agreement to purchase the Cumulative Convertible Preferred Stock held
     by the Banks, which shall be the sole remedy for NTL for the breach of this
     representation.

     4. The France Telecom Parties covenant and agree: (a) that if France
Telecom does not obtain the Banks' forbearance from exercising the Put Option,
France Telecom shall exercise its rights under the Put and Call Agreement to
purchase the Cumulative Convertible Preferred Stock held by the Banks pursuant
to the terms and conditions of the Put and Call Agreement, (b) not to restate,
amend, alter, modify, waive, release, terminate or otherwise affect the
obligation of France Telecom from satisfying the Put Option pursuant to the
terms and conditions of the Put and Call Agreement (other than in connection
with a purchase by France Telecom of all outstanding shares of Cumulative
Convertible Preferred Stock); (c) not to restate, amend, alter, modify or
otherwise construe the Put and Call Agreement to permit any of the Banks from
offering, selling, disposing, pledging, hypothecating, monetizing, gifting or
depositing its shares of Cumulative Convertible Preferred Stock other than as
contemplated by the Put and Call Agreement; and (d) not to provide the written
consent of France Telecom contemplated by Section 8.2.2 of the Put and Call
Agreement to any Bank; for the avoidance of doubt the words "and as may be
further amended from time to time" contained in the definition of "Put and Call
Agreement" in this letter agreement shall not permit or countenance the
avoidance of the purpose and intents of this Section 4.

     5. The provisions of Section 1 and Section 2 shall be of no further force
and effect, subject to Section 6 and Section 7, in the event that: (a) the
Chapter 11 filings as contemplated by the Term Sheet (the "Chapter 11 Cases")
shall not have been commenced by May 15, 2002; (b) the Disclosure Statement
shall not have been approved by the Bankruptcy Court (as defined in the Term
Sheet) by July 15, 2002; (c) the Plan (as defined and described in the Term
Sheet) shall not have been confirmed by the Bankruptcy Court by September 1,
2002; (d) the Plan shall not have been substantially consummated by September
15, 2002; or (e) there shall be any modification to, or severance of any
provision of, the Plan that is inconsistent with the terms and conditions of the
Term Sheet in a manner that is Materially Adverse to the France Telecom Parties
(for this purpose, the term "Materially Adverse" shall include, but shall not be
limited to, any modification that alters the economic distributions or
allocations set forth in the Term Sheet to the France Telecom Parties). The
occurrence of any of the events set forth in subsections (a) through (e) above
shall be referred to as an "Exchange Right Reinstatement Event."

     6. The France Telecom Parties covenant and agree that from and after the
occurrence of an Exchange Right Reinstatement Event, any party that exchanges or
provides notice of an exchange of shares of Cumulative Convertible Preferred
Stock for shares of Eurotel Stock will (i) instruct any of its representatives
on any governing board of NTL Cablecom and/or its subsidiaries to comply with
the obligations of NTL Cablecom and/or its


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subsidiaries under the Cablecom Sale Procedures (and take any and all actions to
ensure that any of its representatives on any governing board of NTL Cablecom
and/or its subsidiaries comply timely with such instructions), including, upon
reasonable written notice from the Agent on instructions from the Instructing
Group (as such terms are defined in the Amended Cablecom Credit Agreement), with
respect to any action necessary for compliance by NTL Cablecom and/or its
subsidiaries with the Cablecom Sale Procedures, and if necessary to effect any
transaction or series of transactions under the Cablecom Sale Procedures, submit
proxies or tender or vote shares of Eurotel Stock as directed by the Agent on
instructions from the Instructing Group and (ii) refrain from taking any action
(or directing a third party to do the same), in its capacity as a representative
on any governing board of NTL Cablecom and/or its subsidiaries or in submitting
proxies, voting or tendering Eurotel Stock that could reasonably be expected to
impede, delay, prevent or prohibit any action that is undertaken to effect the
Cablecom Sale Procedures.

     7. Prior to any permitted Transfer being completed, the France Telecom
Parties agree, and shall procure that any proposed transferee agrees, to the
matters set forth in Section 1, Section 2, Section 5 and Section 6 and provide
to NTL written assurances thereof addressed to NTL as a precondition to the
effectiveness of any such Transfer. No Transfer shall be effective unless and
until such written assurances (which shall be satisfactory to NTL acting
reasonably) has been provided to NTL. The France Telecom Parties agree not to
Transfer shares of Cumulative Convertible Preferred Stock or Eurotel Stock until
NTL has been given the opportunity to include a legend with respect to the
matters set forth in Section 1, Section 2, Section 5 and Section 6 on the stock
certificates representing shares of Cumulative Convertible Preferred Stock or
Eurotel Stock, as the case may be.

     8. This letter agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware applicable to contracts executed in and
to be performed entirely in that State and without regard to any applicable
conflicts of law principles. All actions and proceedings arising out of or
relating to this letter agreement shall be heard and determined in any New York
State or Federal court sitting in The City of New York.

     9. This letter agreement may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original, but all of which taken together shall constitute one
and the same agreement.

     10. Each party hereto warrants that no broker, investment banker, financial
advisor, finder or other person is entitled to any broker's, finder's, financial
advisor's or other similar fee, commission or expense reimbursement in
connection with the entering into of this letter agreement by such party.

     11. This letter agreement constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and


<PAGE>

undertakings, both written and oral, among the parties hereto with respect to
the subject matter hereof.

     12. The parties hereto agree that irreparable damage would occur in the
event the matters set forth in this letter agreement were not complied with and
that the parties shall be entitled to specific performance in respect thereof,
in addition to any other remedy at law or equity without the necessity of
posting a bond.

     13. This letter agreement may not be amended, modified or assigned, nor any
provision herein waived, except by an instrument in writing signed by NTL and
the France Telecom Parties.

     14. If reasonably necessary or appropriate to more fully effect the intents
and purposes of this letter agreement, each party shall promptly do or cause to
be done all acts and things necessary for such party to amend the Exchange
Agreement and/or the Certificate of Designation. If such an amendment is
necessary, France Telecom shall secure the timely approval of the Banks to any
such amendment(s).

     15. Each of the parties hereto are responsible for all costs and expenses
arising out of the negotiation and/or entering into of this letter agreement.

     16. In the event of any conflict or inconsistency between the provisions of
this letter agreement on the one hand and the Exchange Agreement and/or the
Certificate of Designation on the other hand, the provisions of this letter
agreement shall govern and control.

     17. In the event that (a) from and after the date of this letter agreement
and prior to August 31, 2003, one or more transactions contemplated by the
Cablecom Sale Procedures is consummated and (b) NTL or any of its subsidiaries
has entered into an agreement or arrangement with one or more of the Cablecom
lenders to allocate a portion of the equity proceeds to such lenders (in
addition to any amounts due under the Amended Cablecom Credit Agreement), NTL
and its subsidiaries covenant and agree that any such allocation shall be
deducted solely from the equity proceeds that would otherwise have been payable
to NTL or any of its subsidiaries and that any such agreement or arrangement
shall have no effect on the proceeds, if any, that the France Telecom Parties
would receive from any such transaction(s), but for any such agreement or
arrangement as contemplated in this Section 17.

     18. The representations and warranties and covenants contained in this
letter agreement shall survive from and after the date of this letter agreement.

             (The balance of this page is intentionally left blank.)



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     If the foregoing accurately sets forth our understanding, please sign two
copies of this letter agreement and return them promptly to NTL.

                                    Very truly yours,

                                    NTL INCORPORATED

                                    By:   /s/ Richard J. Lubasch
                                       -----------------------------
                                       Name:  Richard J. Lubasch
                                       Title: Executive Vice President, General
                                                  Counsel and Secretary

Acknowledged and agreed
as of the 30th day of
April 2002:

FRANCE TELECOM

By:  /s/ Jean-Louis Vinciguerra
    ----------------------------
    Name:  Jean-Louis Vinciguerra
    Title: Senior Executive Vice President
           and Chief Financial Officer


RAPP 26

By:  /s/ Eric Bouvier
    ----------------------------
    Name:   Eric Bouvier
    Title:  Chairman of the Board


<PAGE>

                                   Schedule A*

23.32 Appointment of an Investment Bank

     The Principal Borrower shall, if it has not, by the earlier of (i) 31
     August 2002 and (ii) the date falling one month after the NTL
     Recapitalisation Effective Date, received notification from the Agent
     confirming that an Instructing Group is reasonably satisfied that the
     Refinancing Condition has been satisfied or that it is satisfied that
     sufficient and satisfactory progress is being made towards fulfilling the
     Refinancing Condition:

     23.32.1 appoint a reputable investment bank approved by the Steering
             Committee, or if the Steering Committee ceases to exist, an
             Instructing Group to advise it in connection with the sale of the
             Restricted Group (or a part thereof); and:

     23.32.2 prepare (in consultation with such investment bank), and deliver to
             the Agent a proposed timeline in relation to such sale (such
             timeline to be in form and substance satisfactory to the Agent
             acting on the instructions of an Instructing Group, acting
             reasonably).

     The Parent, the Shareholder and/or the Principal Borrower (as the case may
     be) shall procure that:

     (i)  the Agent is promptly notified of any material developments which
          occur (after the appointment of the aforementioned investment bank) in
          connection with the proposed sale of the Restricted Group, including
          without limitation the receipt of any proposal (whether written or
          not) for the purchase of, or for an investment (whether directly or
          indirectly) in the Restricted Group; and

    (ii)  any proposed purchase of, or investment (whether directly or
          indirectly) in the Restricted Group, which is approved by an
          Instructing Group or all the Banks (as required) shall be approved by
          the Parent and by any other person whose consent or approval shall be
          required.

     ------------------
     *    Capitalized terms used but not defined in this Schedule A shall have
             the meanings ascribed thereto in the Amended Cablecom Credit
             Agreement.