EXHIBIT 10.2

                            EMPLOYMENT AGREEMENT

         This Agreement is made as of October 16, 2000 by and between NTL
Incorporated (the "Company"), and Bruno Claude (the "Executive").

1.       Duties and Scope of Employment.

         (a)      Positions; Duties. During the Employment Term (as defined
                  in Section 2), the Company shall employ Executive as the
                  Company's Senior Vice President, Chief Operating Officer
                  - Europe. In such capacity, Executive shall be located in
                  Paris, France and shall serve as the Chief Operating
                  Officer of the Company's telephone, cable and internet
                  businesses and operations in Continental Europe ("NTL
                  Europe"). Executive shall report directly to the Chief
                  Executive Officer of the Company. Executive shall also
                  provide leadership of and assist in business development
                  activities in respect of NTL Europe, working in that
                  respect with the Chief Executive Officer of the Company
                  and its Chief Financial Officer. Executive shall perform
                  such duties, which shall not be inconsistent with the
                  above-described position as Chief Operating Officer of
                  NTL Europe, as are assigned to him from time to time by
                  the Chief Executive Officer of the Company.

         (b)      Obligations. During the Employment Term, Executive shall
                  devote substantially all of his business efforts and time
                  to the Company. Executive agrees, during the Employment
                  Term, not to actively engage in any other employment,
                  occupation or consulting activity for any direct or
                  indirect remuneration without the prior approval of the
                  Chief Executive Officer of the Company; provided,
                  however, that Executive may (i) serve in any capacity
                  with any professional, community, industry, civic,
                  educational or charitable organization; (ii) manage his
                  and his family's personal investments and legal affairs,
                  and (iii) serve on such boards of directors as are set
                  forth in a list previously furnished to the Chief
                  Executive Officer of the Company, so long as such
                  activities described in (i), (ii) and (iii) do not
                  materially interfere with the discharge of Executive's
                  duties (including, but not limited to, any conflict of
                  interest or confidentiality matters).

2.       Employment Term.

         (a)      The Company agrees to employ Executive and Executive
                  accepts employment, in accordance with the terms and
                  conditions set forth in this Agreement, commencing on and
                  as of the actual commencement date of Executive's
                  employment hereunder, which shall be on a date between
                  September and October 15, 2000 (the "Employment
                  Commencement Date") and expiring on January 2, 2003 (such
                  period being the "Initial Employment Term"), unless
                  earlier terminated as hereinafter provided.

         (b)      The Initial Employment Term shall be extended for
                  successive 12 month periods (each an "Extended Employment
                  Term") unless no later than 12 months prior to the end of
                  the Employment Term or an Extended Employment Term, as
                  the case may be, either the Company or the Executive
                  shall give notice under this Agreement that the
                  Employment Agreement shall terminate at the end of the
                  Employment Term or the Extended Employment Term.

         (c)      As used in this Agreement, the phrase "Employment Term"
                  shall mean the Initial Employment Term or, if applicable,
                  the Extended Employment Term, and if the Initial
                  Employment Term or any Extended Employment Term has been
                  extended for a further 12 month period as provided in
                  paragraph 2(b), shall mean the period ending on the last
                  day of that twelve month period.

3.       Compensation/Benefits. During the Employment Term, the Company
         shall pay and provide Executive the following:

         (a)      Cash Compensation. As compensation for his services to
                  the Company, Executive shall receive a base salary ("Base
                  Salary") and shall be eligible to receive additional
                  variable compensation. The Executive's annual Base Salary
                  shall be EURO293,000, and his annual variable
                  compensation amount shall be targeted at no less than
                  EURO186,000 with an opportunity to earn up to at least
                  EURO373,000 in annual variable compensation. During the
                  Employment Term, the Compensation Committee of the Board
                  (the "Compensation Committee") shall with the advice of
                  the Company's Chief Executive Officer review at least
                  annually Executive's Base Salary and variable
                  compensation then in effect and shall increase such
                  amounts as the Compensation Committee may approve. Such
                  Base Salary and variable compensation shall be payable in
                  accordance with the Company's normal payroll practices.

         (b)      Expatriate Benefits. The Executive shall receive and be
                  entitled to the Company's presently existing expatriate
                  package of benefits to expatriates and their families
                  (with such changes from the present version as shall not
                  result in a detriment to the Executive or his family) who
                  are employed by the Company for positions overseas,
                  including but not limited to a housing and an automobile
                  allowance (in cash in respect of the automobile
                  allowance, at the Executive's option) of equivalent
                  amount to the Chief Operating Officer of the Company's
                  United Kingdom, Northern Ireland and the Republic of
                  Ireland operations, tax differentiation adjustments as
                  provided in Exhibit B, assuming a Florida, U.S.
                  residency, tuition reimbursement for the pre-college
                  education of the Executive's children and legal fees to
                  immigration counsel for the minor legal work required to
                  maintain the Executive's and his eldest son's now current
                  residency status in the U.S. In the even this Agreement
                  is terminated other than for Cause, the Company will pay
                  for Executive's (and his family's) costs of relocation
                  back to a location of Executive's choice provided that
                  the cost of such relocation shall not be in excess of
                  that of relocating back to the U.S. Notwithstanding any
                  other Company document to the contrary (i) any
                  post-employment Company payments to the Executive shall
                  include the benefits of the foregoing tax differentiation
                  adjustment and (ii) in addition to the foregoing benefits
                  the Company will pay for a furnished apartment for
                  Executive and his family commencing in the last week of
                  August 2000 until the Employment Commencement Date, at
                  which time the foregoing benefits shall apply.

         (c)      Equity Compensation.

                  (i)    Initial Grants. The Compensation Committee of the
                         Board, which administers the Company's current
                         Stock Option Plan (the "Plan"), has awarded
                         Executive, as of the Employment Commencement Date,
                         a non-qualified stock option (the "Initial Stock
                         Option") under the Company's Plan to purchase a
                         total of 375,000 shares of Company's common stock
                         (the "Common Stock"), with a per share exercise
                         price (the "Exercise Price") equal to 100% of the
                         lower of the fair market value of the Company's
                         Common Stock as of either (i) the date of this
                         Agreement or (ii) the Employment Commencement Date
                         (which shall be the issuance date of the Initial
                         Stock Option). The Initial Stock Option is for a
                         term of 10 years and shall vest 20% on the date of
                         its issuance and an additional 20% on each January
                         1 thereafter, until fully vested. The other terms
                         and conditions of the Initial Stock Option are set
                         forth in the standard form of option agreement
                         that is attached to this Agreement as Exhibit A,
                         except to the extent that any provision of this
                         Agreement shall specifically modify such standard
                         form of agreement, in which case this Agreement
                         shall be controlling.

                  (ii)   Initial Stock Option Guarantee. At any time in the
                         period between October 2, 2002 and January 2,
                         2003, Executive (or a permitted assignee of the
                         benefit of the option agreement) may notify the
                         Company of an election to surrender 300,000 of the
                         initial grant option for a cash payment of
                         $9,000,000. Payment of this amount may be deferred
                         by Executive for up to 12 months from the date of
                         the notice. Such surrender shall be permitted
                         whether or not an option is then vested, except in
                         an instance where an option is no longer
                         exercisable or has not vested as a result of
                         Executive's termination under this Agreement for
                         Cause (as defined below). Payment of such amount
                         shall be made by the Company within seven business
                         days following (i) receipt of the notice, or (ii)
                         if payment is deferred, the expiration of the
                         deferral period.

                  (iii)  Further Grants. During each of the years of the
                         Initial Employment Term and the Extended
                         Employment Term, Executive will be granted an
                         additional stock option to purchase 50,000 shares
                         of the Company's Common Stock under the Company's
                         then existing stock option plan with a per share
                         exercise price equal to 100% of the fair market
                         value of the Company's Common Stock on the date of
                         the grant and on such other terms that are
                         described in subparagraph (i) of this paragraph 3
                         or are set forth in Exhibit A.

         (d)      Employee Benefits. Executive shall, to the extent
                  eligible, be entitled to participate at a level
                  commensurate with his position in all employee benefit
                  welfare and retirement plans and programs, provided by
                  the Company to its senior executives in accordance with
                  the terms as in effect from time to time.

         (e)      Business and Entertainment Expenses. Upon submission of
                  appropriate documentation in accordance with its policies
                  in effect from time to time, the Company shall pay or
                  reimburse Executive for all business expenses which
                  Executive incurs in performing his duties under this
                  Agreement, including, but not limited to, travel,
                  entertainment, professional dues and subscriptions, and
                  all dues, fees, and expenses associated with membership
                  in various professional, business, and civic associations
                  and societies in which Executive participates in
                  accordance with the Company's policies in effect from
                  time to time.

         (f)      Vacation. Executive shall be entitled to vacation time in
                  accordance with the standard written policies of the
                  Company with regard to senior executives, but in no event
                  less than four weeks of vacation per calendar year.

         (g)      Relocation. Executive shall be entitled to relocation
                  benefits pursuant to the Company's relocation benefit
                  program applicable to expatriates. For avoidance of
                  doubt, such relocation benefits to Executive shall
                  include (but not be limited to) all direct moving
                  expenses to Paris, France (the situs of Executive's
                  employment) and indirect expenses such as the cost of
                  termination of U.S. school agreements, Paris school
                  application fees, lost deposits in the U.S. and fees of a
                  corporate relocator.

4.       Termination of Employment

         (a)      Death or Disability. The Company may terminate
                  Executive's employment for disability in the event
                  Executive has been unable to perform his material duties
                  under this Agreement for six (6) consecutive months
                  because of physical or mental incapacity by giving
                  Executive notice of such termination while such
                  continuing incapacity continues (a "Disability
                  Termination"). Executive's employment shall automatically
                  terminate on Executive's death. In the event Executive's
                  employment with the Company terminates during the
                  Employment Term by reason of Executive's death or a
                  Disability Termination, then upon the date of such
                  termination (i) the Company shall promptly pay and
                  provide Executive (or in the event of Executive's death,
                  Executive's estate) (A) any unpaid Base Salary through
                  the Employment Term and any accrued vacation through the
                  date of termination, (B) any unpaid variable compensation
                  at the base level through the Employment Term, with
                  respect to the fiscal year ending on or preceding the
                  date of termination, (C) reimbursement for any
                  unreimbursed expenses incurred through the date of
                  termination ((A), (B) and (C) being "Accrued Benefits")
                  and (D) all other payments, benefits or fringe benefits
                  to which Executive may be entitled though the Employment
                  Term.

         (b)      Termination for Cause. The Company may terminate
                  Executive's employment for Cause. In the event that
                  Executive's employment with the Company is terminated
                  during the Employment Term by the Company for Cause,
                  Executive shall not be entitled to any additional
                  payments or benefits under this Agreement, other than
                  Accrued Benefits and such rights as shall appear in the
                  stock option agreements related to the Initial Grants and
                  the Further Grants. For the purposes of this Agreement,
                  "Cause" shall mean (i) the willful failure by Executive
                  to substantially perform his duties with the Company
                  (other than any such failure resulting from his
                  incapacity due to physical or mental impairment), unless
                  any such failure is corrected with thirty days following
                  written notice by the Chief Executive Officer of the
                  Company that specifically identifies the manner in which
                  the Chief Executive Officer of the Company believes
                  Executive has substantially not materially perform his
                  duties or (ii) the willful gross misconduct by Executive
                  with regard to the Company that is materially injurious
                  to the Company. No act, or failure to ac, by Executive
                  shall be "willful" unless committed without a reasonable
                  belief that the act or omission was in the best interest
                  of the Company.

         (c)      Voluntary Termination. Executive may voluntarily
                  terminate his employment at any time by written notice to
                  the Company. In the event that Executive's employment
                  with the Company is voluntarily terminated during the
                  Employment Term by Executive, Executive shall not be
                  entitled to any additional payments or benefits under
                  this Agreement, other than such rights as shall appear in
                  the stock option agreements related to the Initial Grants
                  and the Further Grants.

         (d)      By Executive for Good Reason. Executive may terminate his
                  employment for Good Reason upon written notice to the
                  Company, and in such event, his employment termination
                  shall be treated as a Wrongful Termination under this
                  Section 4. Good Reason shall mean:

                  (i)    A material diminution of Executive's positions or
                         authority;

                  (ii)   The assignment to Executive of any duties
                         materially inconsistent with Executive's position;

                  (iii)  The failure by the Company to timely make any
                         payment due hereunder or to comply with any of the
                         material provisions of this Agreement;

                  (iv)   A requirement that Executive's employment with the
                         Company is to be based anywhere other than Paris
                         and environs, except for required travel for
                         Company business to an extent substantially
                         consistent with Executive's prior business travel
                         obligations while employed by the Company; or

                  (v)    The happening of an Acceleration Date as that term
                         is defined in Paragraph 5 of Exhibit A.

         (e)      Wrongful Termination. In the event that an Executive's
                  employment is terminated other than pursuant to
                  subparagraph (a), (b) or (c) of this paragraph 4 (a
                  "Wrongful Termination"), then the Executive shall be
                  entitled to be paid, in a lump sum by the next regular
                  scheduled payroll payment date, all Base Salary and
                  variable compensation (at the base rate thereof and
                  pro-rated for any partial years) that would have been due
                  under this Agreement had the Wrongful Termination not
                  occurred for the remainder of the Employment Term. In
                  computing the payment of Executive's Base Salary and
                  variable compensation payable to the Executive pursuant
                  to the preceding sentence, the rate of the Executive's
                  Base Salary and base variable compensation that is in
                  existence as of the date of the Wrongful Termination
                  shall be used. In the event of a Wrongful Termination,
                  Executive shall also be entitled to (i) the immediate
                  vesting of all Initial Stock Options and Further Grant
                  Options (if any) notwithstanding any provision to the
                  contrary in the option agreements relating thereto and
                  (ii) a continuation of his then existing employee
                  benefits referred to in paragraphs 3(b), (d) and (g)
                  above through the end of the Employment Term.

5.       Non-Compete; Non-Solicit

                  (i)    The parties hereto recognize that Executive's
                         services are special and unique and that the level
                         of compensation and the provisions of this
                         Agreement are partly in consideration of and
                         conditioned upon Executive's not competing with
                         the Company, and that Executive's covenant not to
                         compete or solicit as set forth in this Section 5
                         during and after employment is essential to
                         protect the business and good will of the Company.

                  (ii)   Executive agrees that during the term of
                         employment with the Company and for a period of 12
                         months thereafter (the "Covenant Period"),
                         Executive shall not render services for any of the
                         six organizations designated by the Chief
                         Executive Officer of the Company in a writing
                         delivered to Executive within 30 days after the
                         Employment Commencement Date (the "Prohibited
                         List"). The Prohibited List may be changed by the
                         Chief Executive Officer of the Company from time
                         to rime (but there may never be more than six
                         entities listed) by written notice to Executive,
                         such notice to be effective only if Executive's
                         commencement of rendering services for such entity
                         is 90 or more days after the giving of such
                         notice.

                  (iii)  During the Covenant Period, Executive shall not,
                         directly or indirectly, disrupt, damage or
                         interfere with the operation or business of the
                         Company by soliciting or recruiting its employees
                         for Executive or other, but the foregoing shall
                         not prevent Executive from giving references.

                  (iv)   During the Covenant Period, Executive shall not,
                         without prior written authorization from the
                         Company, violate the agreement entered into
                         pursuant to paragraph 9 hereof.

                  (v)    Executive agrees that the Company would suffer an
                         irreparable injury if Executive was to breach the
                         covenants contained in this paragraph 5, and that
                         the Company would by reason of such breach or
                         threatened breach be entitled to seek injunctive
                         relief in a court of appropriate jurisdiction, as
                         well as such other remedies as may then be
                         appropriate.

                  (vi)   If any of the restrictions contained in this
                         paragraph 5 shall be deemed to be unenforceable by
                         reason of the extent, duration or geographical
                         scope or other provisions thereof, then the
                         parties contemplate that the court shall reduce
                         such extent, duration, geographical scope or other
                         provision hereof and enforce this paragraph 5 in
                         its reduced form for all purposes in the manner
                         contemplated hereby.

                  (vii)  Notwithstanding the foregoing, the provisions of
                         paragraphs 5(ii) and 5(iii) shall not apply if
                         there is a Wrongful Termination of the Executive's
                         employment, if the Executive's employment is
                         terminated as a result of a notice from the
                         Company under paragraph 2(b), or if the Executive
                         terminates his employment for Good Reason.

6.       Assignment. This Agreement shall be binding upon and inure to the
         benefit of (a) the heirs, beneficiaries, executors and legal
         representatives of Executive upon Executive's death and (b) any
         successor of the Company, provided that any successor shall within
         10 days of such assumption deliver to Executive a written
         assumption in a form reasonably acceptable to Executive. Any such
         successor of the Company shall be deemed substituted for the
         Company under the terms of this Agreement for all purposes, except
         that the Company shall not be relieved of any liability to the
         Executive under this Agreement. As used in this Agreement,
         "successor" shall mean any person, firm, corporation or other
         business entity which at any time, whether by purchase, merger or
         otherwise, directly or indirectly acquires all or substantially
         all of the assets or business of the Company. Notwithstanding such
         assignment, the Company shall remain, with such successor, jointly
         and severally liable for all of its obligations under this
         Agreement. This Agreement may not otherwise be assigned by the
         Company. None of the rights of Executive to receive any form of
         compensation payable pursuant to this Agreement shall be
         assignable or transferable except through a testamentary
         disposition or by the laws of descent and distribution upon the
         death of Executive. Any attempted assignment, transfer, conveyance
         or other disposition (other than as aforesaid) of any interest in
         the rights of Executive to receive any form of compensation
         hereunder shall be null and void; provided, however, that
         notwithstanding the foregoing, Executive shall be allowed to
         transfer vested shares subject to the stock option to family
         members to the extent permitted under the Company's stock option
         plans applicable to the Initial Grant and the Further Grants.

7.       Notices. All notices, requests, demands and other communications
         called for under this Agreement shall be in writing and shall be
         deemed given if (i) delivered personally or by facsimile, (ii) one
         day after being sent by Federal Express or a similar commercial
         overnight service, or (iii) four days after being mailed by
         registered or certified mail, return receipt requested, prepaid
         and addressed to the parties or their successors in interest at
         the following addresses, or at such other addresses as the parties
         may designate by written notice in the manner aforesaid:

                           If to the Company:   NTL Incorporated
                                                110 E. 59th Street
                                                New York, NY 10022
                                                Attn: General Counsel

                           If to Executive:     48 Allee du Lac Inferieur
                                                78110 Le Vesinet
                                                France

8.       Severability. In the event that any provision of this Agreement
         becomes or is declared by a court of competent jurisdiction to be
         illegal, unenforceable or void, this Agreement shall continue in
         full force and effect without said provision.

9.       Proprietary Information. Concurrently with the execution of this
         Agreement, Executive shall enter into a confidentiality and
         proprietary information agreement with the Company as provided in
         Exhibit C ("Confidentiality Agreement"), provided, however, that
         the foregoing shall not preclude Executive from complying with due
         legal process or from removing Company property from the Company's
         premises in furtherance of his duties and obligations as provided
         hereunder.

10.      Entire Agreement. This Agreement represents the entire agreement
         and understanding between the Company and Executive concerning
         Executive's employment relationship with the Company, and
         supersedes and replaces any and all prior agreements and
         understandings concerning Executive's employment relationship with
         the Company entered into prior to the date hereof but not any
         written agreements entered into simultaneous with this Agreement
         or thereafter.

11.      Governing Law; Jurisdiction. This Agreement shall be governed by
         the substantive laws of the State of New York applicable to
         contracts and agreements made and to be performed in New York. The
         Executive and the Company expressly consent to the personal
         jurisdiction of the state and federal courts located in New York
         for any action or proceeding arising from or relating to this
         Agreement.

12.      No Oral Modification, Cancellation or Discharge. This Agreement
         may only be amended, cancelled or discharged in writing signed by
         the Executive and a duly authorized officer of the Company.

13.      Arbitration. The parties agree that any and all disputes that they
         have with one another which arise out of the Executive's
         employment with the Company or under the terms of this Agreement
         (or any other agreement between the parties) shall be resolved
         through final and binding arbitration, as specified herein. The
         only claims not covered by this Section 13 are (i) claims for
         benefits under the workers' compensation laws or claims for
         unemployment insurance benefits, which will be resolved pursuant
         to those laws, and (ii) the Company's claims for the Executive's
         alleged breach of any of the provisions of Section 5 of this
         Agreement or of the agreement entered into by Executive pursuant
         to Section 9. Binding arbitration will be conducted in New York,
         New York in accordance with the rules of the American Arbitration
         Association. Each party will bear one half of the cost of the
         arbitration filing and hearing fees, and the cost of the
         arbitrator. The substantially prevailing party in any such
         arbitration shall be entitled to receive such party's attorneys'
         fees and arbitration expenses from the other party. The parties
         acknowledge and agree that arbitration pursuant to this Section 13
         shall be final and binding to the fullest extent permitted by law
         and enforceable by any court of competent jurisdiction.


              IN WITNESS WHEREOF, the undersigned have executed this
Agreement.


                                                NTL INCORPORATED


                                                /s/ Barclay Knapp
                                                ----------------------------
                                                Barclay Knapp,
                                                Chief Executive Officer.


                                                EXECUTIVE


                                                /s/ Bruno Claude
                                                ----------------------------
                                                Bruno Claude