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Exhibit 99.6

CHARTER OF THE
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF NTL EUROPE, INC.
AS ADOPTED BY THE COMPENSATION COMMITTEE
ON JANUARY 10, 2003



|I. |  | PURPOSE OF THE COMMITTEE
|-- |  | ------------------------

The purpose of the Compensation Committee (the Committee) of the Board
of Directors (the Board) of NTL Europe, Inc. (the Company) shall be to
oversee the Companys compensation and employee benefit plans and practices,
including its executive compensation plans and its incentive-compensation and
equity-based plans; and to produce an annual report on executive compensation
for inclusion in the Companys proxy statement, in accordance with all
applicable rules and regulations.



|II. |  | COMPOSITION OF THE COMMITTEE
|--- |  | ----------------------------

The Committee shall be comprised of two or more directors as determined by
resolution of the Board who qualify as independent directors pursuant to the
requirements of the Sarbanes-Oxley Act of 2002, as codified and as it may be
amended from time to time. Members of the Committee shall also qualify as
non-employee directors within the meaning of Rule 16b-3(b)(3)(i) promulgated
under the Securities Exchange Act of 1934, as amended, and outside directors
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended, and shall satisfy any other necessary standards of independence under
the federal securities and tax laws.

The members of the Committee shall be nominated by the Board and elected
annually to one-year terms by majority vote of the Board in accordance with the
Corporate Governance Guidelines of the Company. The chairperson of the
Committee shall be designated by the members of the Committee by majority vote.
Any vacancy on the Committee shall be filled by majority vote of the Board at
the next meeting of the Board following the occurrence of the vacancy in
accordance with the Corporate Governance Guidelines of the Company. No member
of the Committee shall be removed except by majority vote of the Board.





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|III. |  | MEETINGS AND PROCEDURES OF THE COMMITTEE
|---- |  | ----------------------------------------

The Committee shall fix its own rules of procedure, which shall be
consistent with the By-laws of the Company, this Charter and the Corporate
Governance Guidelines of the Company. The Committee shall meet as provided by
its rules, which shall be at least four times annually or more frequently as
circumstances require. Any member of the Committee may call a special meeting
of the Committee. Both members of the Committee present in person or by means
of a conference telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other shall constitute a
quorum.

The Committee may request that any directors, officers or employees of the
Company, or other persons whose advice and counsel are sought by the Committee,
attend any meeting of the Committee to provide such pertinent information as
the Committee requests.

Following each of its meetings, the Committee shall deliver a report on
the meeting to the Board, including a description of all actions taken by the
Committee at the meeting. The Committee shall keep written minutes of its
meetings, which minutes shall be maintained with the books and records of the
Company.



|IV. |  | COMMITTEE RESPONSIBILITIES
|--- |  | --------------------------

A. Executive Compensation

The Committee shall have the following goals and responsibilities with
respect to the Companys executive compensation plans:

1. To review at least annually the goals and objectives of the Companys
executive compensation plans, and amend, or recommend that the Board amend,
these goals and objectives if the Committee deems it appropriate.

2. To review at least annually the Companys executive compensation plans
in light of the Companys goals and objectives with respect to such plans, and,
if the Committee deems it appropriate, adopt, or recommend to the Board the
adoption of, new, or the amendment of existing, executive compensation plans.

3. To evaluate annually the performance of the Chief Executive Officer in
light of the goals and objectives of the Companys executive compensation
plans, and set his or her compensation level based on this evaluation. In
determining

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the long-term incentive component of the Chief Executive Officers
compensation, the Committee shall consider all relevant factors, including the
Companys performance and relative stockholder return, the value of similar
awards to chief executive officers of comparable companies, and the awards
given to the Chief Executive Officer of the Company in past years.

4. To evaluate annually the performance of the other executive officers of
the Company in light of the goals and objectives of the Companys executive
compensation plans, and set the compensation level of each based on this
evaluation. To the extent that long-term incentive compensation is a component
of such executive officers compensation, the Committee shall consider all
relevant factors in determining the appropriate level of such compensation,
including at least the factors applicable with respect to the Chief Executive
Officer of the Company. The Chief Executive Officer of the Company may be
present during discussions on evaluating and setting the compensation level of
executive officers of the Company, except for discussions relating to the Chief
Executive Officers compensation.

5. To recommend to the Board the appropriate level of compensation for
Board and Committee service by non-employee members of the Board and to
evaluate annually such compensation level.

6. To review and approve any severance or termination arrangements to be
made with any executive officer of the Company.

7. To perform such duties and responsibilities as may be assigned to the
Board or the Committee under the terms of any executive compensation plan.

8. To review and approve any employment or consulting agreement or similar
arrangement to be entered into with any executive officer of the Company and to
perform such duties and responsibilities as may be assigned to the Board or the
Committee under any such agreement or arrangement.

9. To review perquisites or other personal benefits to the Companys
executive officers and recommend any changes to the Board.

10. To produce an annual report on executive compensation for inclusion in
the Companys proxy statement, in accordance with all applicable laws, rules
and regulations.

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B. Incentive-Compensation and Equity-Based Plans

The Committee shall have the following responsibilities with respect to
the Companys incentive-compensation and equity-based plans:

1. To review at least annually the goals and objectives of the Companys
incentive-compensation and equity-based plans, and amend, or recommend that the
Board amend, these goals and objectives if the Committee deems it appropriate.

2. To review at least annually the Companys incentive-compensation plans
and equity-based plans in light of the goals and objectives of these plans, and
recommend that the Board amend these plans if the Committee deems it
appropriate.

3. To review all equity-compensation plans that are not subject to
stockholder approval, and to approve such plans in its sole discretion.

4. To perform such duties and responsibilities as may be assigned to the
Board or the Committee under the terms of any incentive-compensation or
equity-based plan.

C. Other Compensation and Employee Benefit Plans

1. To review at least annually the goals and objectives of the Companys
general compensation plans and other employee benefit plans, and recommend that
the Board amend these goals and objectives if the Committee deems it
appropriate.

2. To review at least annually the Companys general compensation plans
and other employee benefit plans in light of the goals and objectives of these
plans, and recommend that the Board amend these plans if the Committee deems it
appropriate.

3. To perform such duties and responsibilities as may be assigned to the
Board or the Committee under the terms of its general compensation plans and
other employee benefit plans.

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|V. |  | EVALUATION OF THE COMMITTEE
|-- |  | ---------------------------

The Committee shall, on an annual basis, evaluate its performance under
this Charter. In conducting this review, the Committee shall evaluate whether
this Charter appropriately addresses the matters that are or should be within
its scope. The Committee shall address all matters that the Committee
considers relevant to its performance, including at least the following: the
adequacy, appropriateness and quality of the information and recommendations
presented by the Committee to the Board, the manner in which they were
discussed or debated, and whether the number and length of meetings of the
Committee were adequate for the Committee to complete its work in a thorough
and thoughtful manner.

The Committee shall deliver to the Board a written report setting forth
the results of its evaluation, including any recommended amendments to this
Charter and any recommended changes to the Companys or the Boards policies or
procedures.



|VI. |  | INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
|--- |  | --------------------------------------------

The Committee may conduct or authorize investigations into or studies of
matters within the Committees scope of responsibilities, and may retain, at
the Companys expense, such independent counsel or other advisers as it deems
necessary or appropriate. The Committee shall have the sole authority to
retain or terminate a compensation consultant to assist the Committee in
carrying out its responsibilities, including sole authority to approve the
consultants fees and other retention terms, such fees to be borne by the
Company.

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