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|AMENDMENT TO AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT
|CERTIFICATE OF DESIGNATIONS                         
|CERTIFICATE OF CORRECTIONS                          
|AMENDMENT TO AMENDMENT NO. 3 TO RIGHTS AGREEMENT    
|EXCHANGE AGREEMENT                                  
|AMENDMENT                                           



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AMENDMENT TO
AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT

AMENDMENT TO AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT (this Amendment),
dated as of September 12, 2001, by and between NTL INCORPORATED, a Delaware
corporation (the Company), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
Rights Agent ( the Rights Agent) amends Amendment No. 3 to the Rights
Agreement (Amendment No. 3), dated as of March 28, 2000, of the Rights
Agreement (the Rights Agreement), dated as of October 13, 1993, as amended
pursuant to Amendment No. 1 to the Rights Agreement (Amendment No. 1), dated
as of March 31, 1999, Amendment No. 2 to the Rights Agreement (Amendment No.
2), dated as of October 23, 1999, Amendment No. 4 to the Rights Agreement
(Amendment No. 4), dated as of May 17, 2000, and Amendment No. 5 to the
Rights Agreement (Amendment No. 5), dated as of May 25, 2000, in each case,
by and between the Company and the Rights Agent. Capitalized terms used in
this Amendment without definition shall have the meanings given to them in the
Rights Agreement, Amendment No. 2 and Amendment No. 3.

WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights;

WHEREAS, in accordance with Section 27 of the Rights Agreement, an officer
of the Company has delivered to the Rights Agent an officers certificate as to
the compliance of this Amendment with the terms and conditions contained in
Section 27 of the Rights Agreement;

WHEREAS, the holders of outstanding shares of 5% Cumulative Preferred
Stock, Series A of the Company have agreed to exchange those shares for shares
of Cumulative Convertible Preferred Stock, Series A of the Company (the
Cumulative Preferred Stock, Series A), pursuant to the terms and subject to
the conditions contained in the Agreement, dated of even date herewith (the
Exchange Agreement), by and among the Company and the other parties
signatories thereto, governing the exchange; and

WHEREAS, the Board of Directors of the Company has determined that it is
in the best interests of the Company and its stockholders, to amend, to the
extent necessary, Amendment No. 3 as set forth herein.

In consideration of the premises and the mutual agreements set forth
herein and in the Rights Agreement, the parties hereto, intending to be legally
bound hereby, agree as follows:





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Section 1. Incorporation of Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5, Cumulative Preferred
Stock, Series A and Exchange Agreement as Defined Terms of Rights Agreement.
The terms Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4, Amendment No. 5, Cumulative Preferred Stock, Series A and Exchange
Agreement and the respective definitions of such terms as are set forth in the
preamble to this Amendment are hereby incorporated in the appropriate
alphabetical order in the Rights Agreement under the heading Certain
Definitions in Section 1 thereof.

Section 2. Amendment to Definition of Acquiring Person.
(a) Section 1(a) of the Rights Agreement is hereby amended to delete in its
entirety the sentence of Section 1(a) of the Rights Agreement added pursuant to
Amendment No. 3 and replace it with the following sentence:



| |  |  | Notwithstanding anything in this Agreement to the contrary,
none of the Purchasers and/or any of the Purchasers Affiliates
or Associates shall be considered an Acquiring Person solely as
a result of having become the Beneficial Owner of (i) the
Cumulative Preferred Stock, Series A issued pursuant to the
Exchange Agreement, including any shares of Cumulative Preferred
Stock, Series A issued as in-kind dividends on the Cumulative
Preferred Stock, Series A and on shares of Cumulative Preferred
Stock, Series A issued as dividends thereon or (ii) the Common
Stock issued upon conversion of shares of Cumulative Preferred
Stock, Series A, including any shares of Cumulative Preferred
Stock, Series A issued as dividends. Notwithstanding the
foregoing, in the event that any Purchaser and/or any of a
Purchasers Affiliates or Associates shall acquire any Common
Stock or securities convertible, exercisable, exchangeable or
redeemable into Common Stock or be issued Common Stock upon the
conversion, exercise, exchange or redemption of, or as a
dividend with respect to securities of the Company after the
date hereof and other than as described in the immediately
preceding sentence, and solely with respect to France Telecom
and/or any of its Affiliates or Associates, in the provisions of
this Agreement added pursuant to Amendment No. 2, Amendment No.
3, as amended, and Amendment No. 5, then (i) any Purchaser
and/or any of a Purchasers Affiliates or Associates shall be
deemed to beneficially own all such securities as well as any
securities previously or thereafter acquired and then owned by
such Purchaser and/or any of such Purchasers Affiliates or
Associates and (ii) all securities deemed to be beneficially
owned by any Purchaser and/or any of a
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| |  |  | Purchasers Affiliates or Associates shall be counted in
determining when such Person is an Acquiring Person pursuant
to the Rights Agreement.
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(b)  Section 1(a) of the Rights Agreement is hereby further amended to add
the following sentence after the last sentence thereof, which sentence was
added pursuant to Amendment No. 5:



| |  |  | Notwithstanding anything in this Agreement and in the
provisions of this Agreement added pursuant to Amendment No. 2,
Amendment No. 3, as amended, and Amendment No. 5 to the
contrary, France Telecom and/or any of its Affiliates or
Associates shall not be considered an Acquiring Person under
this Agreement solely as a result of having become the
Beneficial Owner of any Common Stock or securities convertible,
exercisable, exchangeable or redeemable into Common Stock to the
extent that (x) acquisition thereof is expressly permitted under
the terms of the Investment Agreement and (y) with respect to
shares of Common Stock issuable upon conversion of the
Cumulative Preferred Stock, Series A, such shares are subject to
the transfer restrictions set forth in Sections 5.09(c),
(d)(ii), (f) and (g) of the Investment Agreement.
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Section 3. Rights Agreement as Amended. The term Agreement as used in
the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby and as previously amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4 and Amendment No. 5. The foregoing amendments
shall be effective as of their respective dates and, except as set forth
herein, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby. In the event of any conflict or inconsistency
between the provisions of this Amendment on the one hand and the Rights
Agreement and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4 and Amendment No. 5 on the other hand, with respect to the matters set forth
herein or contemplated hereby, the provisions of this Amendment shall govern
such conflict or inconsistency.

Section 4. Counterparts. This Amendment may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed an
original, but all such counterparts shall together constitute but one and the
same agreement.

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Section 5. 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 made and to be performed entirely within such State and
without regard to any applicable choice of laws or conflicts of laws
principles.

Section 6. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience of reference only and
shall not control or affect the meaning or construction of any of the
provisions hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, a duly authorized person of each of the Company and
the Rights Agent has duly authorized, executed and delivered this Amendment as
of the date first set forth above.

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| |  | NTL INCORPORATED                          
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| |  | By:                                        |  | /s/ Richard J. Lubasch

Name: Richard J. Lubasch
Title:   Executive Vice President,
            General Counsel and Secretary
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| |  | CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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| |  | By:                                        |  | /s/ Roger T. Bernhammer

Name: Roger T. Bernhammer
Title:   Vice President                                                   

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