Exhibit 10.3

EXECUTION COPY AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT 


       This Amendment No. 2, dated as of
March 3, 2006 (this “Amendment”), between Telewest Global, Inc., a Delaware
corporation (the “Corporation”), and The Bank of New York, a New York trust company, as Rights Agent (the “Rights Agent”) to the Rights Agreement,
dated as of March 25, 2004, and as amended by Amendment No. 1 dated as of October 2, 2005 (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Rights Agreement.


       WHEREAS, the Corporation
has entered into an Amended and Restated Agreement and Plan of Merger, dated
as of December 14, 2005, as amended by Amendment No. 1 dated as of January 30,
2006 (as may be further amended, supplemented,  modified or replaced from time
to time,  the “Revised Merger Agreement”), by and among the
Corporation, NTL Incorporated,  a Delaware corporation (“NTL”),
Neptune Bridge Borrower LLC, a Delaware limited liability company and wholly
owned subsidiary of the Corporation (“Merger Subsidiary”), and,
for certain limited purposes thereunder, Merger Sub Inc., a Delaware corporation
and a direct and wholly owned subsidiary of NTL (“Original
Merger Subsidiary”), pursuant to which
Merger Subsidiary will merge with NTL (the “Revised Merger”); 


       WHEREAS, the Board of Directors of the Corporation has determined that the Revised Merger Agreement and the terms and conditions set forth therein and the transactions contemplated thereby,
including, without limitation, the Revised Merger, are advisable and fair to and in the best interests of the Corporation’s stockholders; 


     WHEREAS, the Board of Directors of the Corporation has determined, in connection with its contemplation of the Revised Merger Agreement, that it is necessary and desirable to amend the Rights
Agreement in connection with the Revised Merger Agreement and the transactions contemplated thereby, including, without limitation, to prevent the Rights Agreement from terminating at the Effective Time, and to make certain other changes to the
Rights Agreement as set forth herein; 


     WHEREAS, Section 27 of the Rights Agreement provides that, subject to the provisions of Section 27(b) of the Rights Agreement, prior to the Distribution Date, the Corporation may and the Rights Agent
shall, if the Corporation so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares;


     WHEREAS, Section 27 of the Rights Agreement provides that the Rights Agent shall execute this Amendment upon delivery of a certificate from an appropriate officer of the Corporation which states that
this Amendment is in compliance with the terms of Section 27 of the Rights Agreement (the “Officer’s Certificate”); and

















       WHEREAS, the Officer’s Certificate has been delivered to the Rights Agent and, pursuant to Section 27, the Corporation has directed that the Rights Agreement should be amended as set forth in this Amendment. 


     NOW THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Corporation and the Rights Agent hereby agree as follows: 


     
          Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended and supplemented by deleting the final sentence thereof and replacing it in its entirety with the following
          sentence: 

     
	
          “Notwithstanding anything in this Agreement
          to the contrary, neither NTL Incorporated, a Delaware corporation (“NTL”),
          nor Neptune Bridge Borrower LLC, a  Delaware limited liability company
          and a wholly owned subsidiary of the Corporation (“Merger
          Subsidiary”), nor any of
          NTL’s or Merger Subsidiary’s
          Affiliates shall become or be deemed to be an Acquiring Person or an
          Interested Stockholder (as defined herein) as a result of (i) the approval,
          execution, delivery or performance of (x) the Agreement and Plan of
          Merger, dated as of October 2, 2005 (the “Original Merger Agreement
		”),
          among the Corporation, NTL and Merger Sub Inc., a Delaware corporation
          and wholly owned subsidiary of NTL (“Original
          Merger  Sub”), and (y) the
          Amended and Restated Agreement and Plan of Merger, dated as of December
          14, 2005, as amended by Amendment No. 1 dated as of January 30, 2006,
          among the Corporation, NTL, Merger Subsidiary and, for certain limited
          purposes thereunder, Original Merger Sub (as further amended, supplemented,
          modified or replaced from time to time, the “Merger
          Agreement”),
          (ii) the consummation of the Merger (as defined in the Merger Agreement),
          (iii) the consummation of any other transaction contemplated in the
          Merger Agreement, including the reclassification of each Common Share
          outstanding immediately prior to the effective time of the reclassification
          into (A) 0.2875 of a Common Share and (B) one Class B Share (as defined
          herein), and the redemption of each Class B Share at the effective
          time of the Merger, or (iv) the public announcement of any of the foregoing.” 

     


-2-
















In addition, the defined terms “NTL”, “Merger
Subsidiary”, “Original Merger Agreement”, “Original Merger
Sub” and “Merger Agreement” and their respective corresponding
section references shall be added in the appropriate alphabetical position in the table entitled “Defined Term Cross Reference Sheet”. 


Amendment to Section 1(a)(x). Section 1(a)(x) of the Rights Agreement is hereby amended by deleting the words “(other than as a result of a Permitted Offer)”. 


Amendment to Sections 1(a)(x) and 23(a)(ii). Sections 1(a)(x) and 23(a)(ii) are hereby amended by replacing each instance of “25%” with “15%”.


Amendment to Section 1(a)(z). Section 1(a)(z) is hereby deleted in its entirety; and the semicolon and the word “or” at the end of Section 1(a)(y) shall be replaced by a period.


Amendment to Section 1(d). Section 1(d) of the Rights Agreement is hereby amended and supplemented by deleting the text thereof in its entirety and replacing it with the word
“RESERVED”.


In addition, the term “Adverse Person” and the corresponding section reference listed under the table entitled the “Defined Term Cross Reference Sheet” are hereby deleted. 


Amendment to Section 1(j). Section 1(j) of the Rights Agreement is hereby amended and supplemented by adding the following sentence immediately following the end of the first sentence thereof:



     
          “For the avoidance of doubt, the term “Common Shares” when used with reference to the Corporation shall not include shares of the Class B Redeemable Common Stock, par value $.01, of the Corporation (the
“Class B Shares”).” 




In addition, the defined term “Class B Shares” and corresponding section reference shall be added in the appropriate alphabetical position in the table entitled “Defined Term Cross Reference Sheet”. 


Amendment to Section 1(n). Section 1(n) of the Rights Agreement is hereby amended and supplemented by deleting the text thereof in its entirety and replacing it with the word
“RESERVED”.


In addition, the term “Permitted Offer” and the corresponding section reference listed under the table entitled the “Defined Term Cross Reference Sheet” are hereby deleted. 

-3-
     

     












 Amendment to Section 1(u).
          Section 1(u) of the Rights Agreement is hereby amended and supplemented
          by deleting the final sentence thereof and replacing it in its entirety
          with the following sentence: 



     
          “Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not occur or be deemed to have occurred as a result of (i) the approval, execution, delivery or performance of the Original Merger
          Agreement or the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the reclassification of each Common Share outstanding immediately prior to the
          effective time of the reclassification into (A) 0.2875 of a Common Share and (B) one Class B Share (as defined herein), and the redemption of each Class B Share at the effective time of the Merger, or (iv) the public announcement of any of the
          foregoing.” 




Amendment to Section 3. Section 3 of the Rights Agreement is hereby amended and supplemented by deleting the second proviso of the first sentence and replacing it in its entirety with the following
proviso: 


     
          “; provided further that notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not occur or be deemed to have occurred as a result of
          (i) the approval, execution, delivery or performance of the Original Merger Agreement or the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the
          reclassification of each Common Share outstanding immediately prior to the effective time of the reclassification into (A) 0.2875 of a Common Share and (B) one Class B Share (as defined herein), and the redemption of each Class B Share at the
          effective time of the Merger, or (iv) the public announcement of any of the foregoing.” 




Section 3 of the Rights Agreement is hereby further amended and supplemented by deleting Section 3(d) and replacing it in its entirety with the following text: 


     
          “Nothing in this Rights Agreement shall
          be construed to give any holder of Rights or any other Person any legal
          or equitable rights, remedies or claims under this Rights Agreement
          by virtue of (i) the approval, execution, delivery



-4-
     

     














     
           or performance of the Original Merger Agreement
          or the Merger Agreement, (ii) the consummation of the Merger, (iii)
          the consummation of any other transaction contemplated in the Merger
          Agreement, including the reclassification of each Common Share outstanding
          immediately prior to the effective time of the reclassification into
          (A) 0.2875 of a Common Share and (B) one Class B Share (as defined
          herein), and the redemption of each Class B Share at the effective time of the Merger, or (iv) the public announcement of any of the foregoing.”




Amendment to Section 7(a). Section 7(a) of the Rights Agreement is hereby amended and supplemented by deleting the phrase “(i) the earlier of (x) the Close of Business on March
2, 2014 and (y) immediately prior to the Effective Time (as defined in the Merger Agreement) (such earlier date, the “Final Expiration Date”),” and replacing it
in its entirety with “(i) the Close of Business on March 2, 2014 (the “Final Expiration Date”),”. 


Section 7(a) is hereby further amended and supplemented by deleting the phrase “; (iii) the time at which the Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of a transaction
contemplated by Section 13(d) hereof.” and replacing it in its entirety with “, or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof.”


Amendment to Section 7(b). Section 7(b) of the Rights Agreement is hereby amended and supplemented by adding the following sentence immediately following the end of the last sentence
thereof: 


     “Notwithstanding the foregoing, no adjustment
                    shall be made to the Purchase Price as a result of (i) the approval,
                    execution, delivery or performance of the Original Merger Agreement
                    or the Merger Agreement, (ii) the consummation of the Merger, or (iii)
                    the consummation of any other transaction contemplated in the Merger
                    Agreement, including the reclassification of each Common Share outstanding
                    immediately prior to the effective time of the reclassification into
                    (A) 0.2875 of a Common Share and (B) one Class B Share (as defined
                    herein), and the redemption of each Class B Share at the effective
                    time of the Merger.” 




Amendment to Section 13(a). Section 13(a) of the Rights Agreement is hereby amended by deleting the following phrase from subparagraph (z) thereof in its entirety: “(except as provided in
Section 13(d) hereof)”. 



Amendment to Section 13(d). Section 13(d) is hereby deleted in its entirety. 

-5-
















      Effective Date.
          This Amendment shall be deemed effective as of the date first written
          above, as if executed on such date.

      Governing Law.
          This Amendment shall be deemed to be a contract made under the laws
          of the State of Delaware and for all purposes shall be governed by
          and construed in accordance with the laws of such State applicable
          to contracts to be made and performed entirely within such State; except
          that all provisions regarding the rights, duties, obligations and immunities
          of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.


      Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other
competent authority to be invalid, illegal or incapable of being enforced, the remainder of the terms, provisions, covenants and restrictions of this Amendment, and of the Rights Agreement, shall remain in full force and effect and shall in no way
be affected, impaired or invalidated. Upon any such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify such provision so as to effect the
original intent of the parties as closely as possible and in an acceptable manner with respect to such provision to the greatest extent possible.


     Notice. The Rights Agent and the Corporation hereby waive any notice requirement with respect to each other under the Rights Agreement, if any, pertaining to the
matters covered by this Amendment. 


     No Other Effect. Except as expressly set forth herein, the Rights Agreement shall not by implication or otherwise be supplemented or amended by virtue of this
Amendment, but shall remain in full force and effect, as amended hereby. 


     Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. 

-6-
     

     














     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written. 

	 	TELEWEST GLOBAL, INC.
	 	 	 	 	 	 
	 	
By
		 
			 /s/ Stephen Cook
		
		
			     

		

		 
		
Name:
		 
		
Stephen S. Cook
	
		

		 
		
Title:
		 
		
General Counsel and
	
		

		 
		

		 
		
Group Strategy Director
	






	 	THE BANK OF NEW YORK
	 	 	 	 	 	 
	 	
By
		 
		  /s/ Kerri J. Shenkin 
		
		
			     

		

		 
		
Name:
		 
		
Kerri J. Shenkin
	
		

		 
		
Title:
		 
		
Assistant Vice President