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                                                                    Exhibit 4.33



                          REGISTRATION RIGHTS AGREEMENT


        This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of this 30th day of May, 2000, between NTL Incorporated, a Delaware corporation,
f/k/a NTL Holdings Incorporated (the "Company"), and France Telecom S.A., a
societe anonyme organized under the laws of France (the "Purchaser").

        WHEREAS, the Purchaser and NTL (Delaware), Inc., a Delaware corporation,
f/k/a NTL Incorporated ("NTL Delaware") are parties to an Investment Agreement,
dated as of July 26, 1999, as amended (the "Investment Agreement") wherein the
Purchaser agreed to purchase from NTL Delaware 27,027,027 shares of NTL Delaware
common stock, par value $0.01 per share (the "NTL Delaware Common Shares"), and
2,000,000 shares of NTL Delaware 5% Cumulative Participating Convertible
Preferred Stock, Series B, par value $0.01 per share, having an aggregate
liquidation preference of $2,000,000,000 (the "NTL Delaware Preferred Shares");

        WHEREAS, in connection with a five-for-four stock split by way of stock
dividend of NTL Delaware, with a record date of October 4, 1999 and a payment
date of October 7, 1999, and another five-for-four stock split by way of stock
dividend of NTL Delaware, with a record date of January 31, 2000 and a payment
date of February 3, 2000, the Purchaser and NTL Delaware executed amendments to
the Investment Agreement, the effect of which is to change the number of NTL
Delaware Common Shares deliverable thereunder to 42,229,730, and to effect
conforming changes to the Conversion Rate and redemption stock price thresholds
set forth in the Certificate of Designation in respect of the NTL Delaware
Preferred Shares;

        WHEREAS, in connection with an Agreement and Plan of Merger, by and
among NTL Delaware, the Company and Holdings Merger Sub Inc., a Delaware
corporation ("Holdco Sub"), dated as of February 9, 2000 (the "Merger
Agreement"), Holdco Sub merged with and into NTL Delaware on May 18, 2000, with
NTL Delaware continuing as the surviving corporation in the merger (the "Holding
Company Merger"), and in connection with the Holding Company Merger, the Company
became the ultimate corporate parent of NTL Delaware;

        WHEREAS, in accordance with Section 3.11 of the Merger Agreement and
Section 9.08 of the Investment Agreement, the Company assumed the obligations of
NTL Delaware under the Investment Agreement, and therefore, pursuant to the
Investment Agreement, on the date hereof, in exchange for payment therefor, the
Company is delivering to the Purchaser 42,229,730 shares (the "Common Shares")
of Common Stock, par value $0.01, of the Company (the "Common Stock") and
2,000,000 shares (the "Preferred Shares") of the Company's 5% Cumulative
Participating Convertible Preferred Stock, Series B, par value $0.01 per share
(the "Preferred Stock"), having an aggregate liquidation preference of
$2,000,000,000, in lieu of the

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NTL Delaware Common Shares and the NTL Delaware Preferred Shares, respectively;

        WHEREAS, each share of Preferred Stock is initially convertible into
twelve and one-half shares of Common Stock; and

        WHEREAS, as a condition to the Purchaser's obligation to close the
transactions contemplated under the Investment Agreement, the Company must enter
into this Agreement with the Purchaser;

        NOW, THEREFORE, in consideration of the foregoing, the parties to this
Agreement hereby agree as follows:


                                   ARTICLE ONE

                                   DEFINITIONS

        Capitalized terms used but not defined herein shall have the meaning
ascribed thereto in the Investment Agreement.

        "Bell Atlantic Agreement" shall have the meaning set forth in Section
2.01.

        "Blackout Period" shall have the meaning set forth in Section 3.01(b).

        "C&W Agreement" shall have the meaning set forth in Section 2.01.

        "Cogecom" shall have the meaning set forth in Section 6.06.

        "Company Indemnified Person" shall have the meaning specified in Section
5.01(b).

        "Demand" shall have the meaning set forth in Section 2.01.

        "Exchange Act" shall mean the United States Securities Exchange Act of
1934, as amended, or any United States federal statute then in effect that has
replaced such statute, and a reference to a particular section thereof shall be
deemed to include a reference to the comparable section, if any, of any such
replacement United States federal statute.

        "Existing Agreements" means (i) the Registration Rights Agreement, dated
January 28,1999, between the Company and Microsoft Corporation, (ii) the
Registration Rights Agreement, dated September 22, 1998, between the Company and
Vision Networks III B.V., (iii) the Registration Rights Agreement, dated March
8, 1999, by and among the Company and the various Shareholders Listed in Annex A
thereto, and



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(iv) the Registration Rights Agreement, dated October 28, 1998, by and among the
Company, Comcast Corporation and Warburg, Pincus Investors, L.P.

        "Existing Holders" shall have the meaning set forth in Section 2.05.

        "5% Preferred Stock" means the Preferred Shares and any other shares of
preferred stock of the Company having substantially identical terms to the
Preferred Shares and issued as dividends on the Preferred Shares or shares of
preferred stock issued as dividends thereon.

        "Indemnified Persons" means Purchaser Indemnified Persons and Company
Indemnified Persons.

        "Indemnifying parties" shall have the meaning set forth in Section
5.01(c).

        "Losses" shall have the meaning set forth in Section 5.01(a).

        "Maximum Number" shall have the meaning set forth in Section 2.05.

        "Person" shall mean an individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other entity.

        "Preliminary Prospectus" shall mean any preliminary Prospectus or
preliminary Prospectus supplement that may be included in any Registration
Statement.

        "Proceedings" and "Proceeding" shall have the meaning set forth in
Section 5.01(c).

        "Prospectus" shall mean the Prospectus included in any Registration
Statement (including, without limitation, a prospectus that includes information
previously omitted from a prospectus filed as part of an effective Registration
Statement in reliance on Rule 430A under the Securities Act), as amended or
supplemented by any Prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

        "Public Offering" shall mean the offer of shares of Common Stock or
securities convertible into or exchangeable for Common Stock on a
broadly-distributed basis, not limited to sophisticated investors (except for
qualified institutional buyers pursuant to Rule 144A under the Securities Act),
pursuant to a firm-commitment or best-efforts underwriting or purchase
arrangement.



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        "Purchaser Indemnified Person" shall have the meaning specified in
Section 5.01(a).

        "Registrable Securities" means (a) the Common Shares, (b) any shares of
Common Stock issued upon the conversion or redemption of 5% Preferred Stock, (c)
any shares of Common Stock issued as dividends upon the 5% Preferred Stock, and
(d) any Registrable Securities described in clauses (a), (b) or (c) above that
underlie any securities the value of which relates to or is based upon the
Registrable Securities described in (a) through (c) above or which are either
optionally or mandatorily exchangeable for or convertible into such Registrable
Securities (any such security, a "Derivative Security"). If as a result of any
reclassification, stock split, stock dividend, business combination, exchange
offer or other transaction or event, any capital stock, evidences of
indebtedness, warrants, options, rights or other securities (collectively "Other
Securities") are issued or transferred to the Purchaser in respect of
Registrable Securities held by the Purchaser, references herein to Registrable
Securities shall be deemed to include such Other Securities.

        "Registration Expenses" has the meaning set forth in Section 4.01.

        "Registration Statement" shall mean any registration statement of the
Company under the Securities Act that covers any of the Registrable Securities,
including the Prospectus, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
Registration Statement.

        "Regulations" shall mean the General Rules and Regulations of the SEC
under the Securities Act.

        "Rule 144" shall mean Rule 144 of the Regulations, as such rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders of such securities being free of the registration and
prospectus delivery requirements of the Securities Act.

        "SEC" shall mean the United States Securities and Exchange Commission or
any other United States federal agency at the time administering the Securities
Act or the Exchange Act.

        "Securities Act" shall mean the United States Securities Act of 1933, as
amended, or any United States federal statute then in effect that has replaced
such statute, and a reference to a particular section thereof shall be deemed to
include a reference to the comparable section, if any, of any such replacement
United States federal statute.



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        "Seller" and "Sellers" shall have the meaning set forth in Section 2.06.

                                     ARTICLE TWO

                      REGISTRATION UNDER THE SECURITIES ACT

        Section 2.01. Demand Registration. If at any time the Purchaser shall
request the Company in writing (each, a "Demand"), to register under the
Securities Act a specified number of Registrable Securities (including
Registrable Securities to be used to settle a Derivative Security), the Company
shall use its best efforts to effect the registration under the Securities Act
of the Registrable Securities which the Company has been so requested to
register as soon as reasonably practicable so as to permit the sale thereof, and
in connection therewith shall prepare and file a Registration Statement with the
SEC under the Securities Act to effect such registration; provided, that each
such request shall (i) specify the number of shares of Registrable Securities
intended to be offered and sold, (ii) describe the nature or method of the
proposed offer and sale thereof, and (iii) contain the undertaking of the
Purchaser to provide all such information and materials and take all such action
as may be required in order to permit the Company to comply with all applicable
requirements of the SEC and to obtain any desired acceleration of the effective
date of such Registration Statement. Except as provided in the following
sentence, the Company agrees not to grant to any other person registration
rights pursuant to which such person would have the right to register shares of
Common Stock on a Registration Statement filed by the Company pursuant to the
exercise of the Purchaser's rights under this Agreement. The Purchaser agrees
that the Company may grant to the "Holders" (as that term is defined in each of
the Registration Rights Agreement between the Company and Bell Atlantic
Corporation, dated February 2, 2000 (the "Bell Atlantic Agreement") and the
Registration Rights Agreement between the Company and Cable and Wireless plc,
dated February 2, 2000 (the "C&W Agreement")) the right to register shares of
Common Stock on a Registration Statement filed by the Company pursuant to the
exercise of the Purchaser's rights under this Section 2.01 of this Agreement,
provided, that, so long as this Agreement or any successor agreement remains in
full force and effect (a) such registrations are effected in accordance with the
terms of Section 2.2(b) of the Bell Atlantic Agreement or Section 2.2(b) of the
C&W Agreement, as the case may be, and (b) neither Section 2.2(b) of the Bell
Atlantic Agreement nor Section 2.2(b) of the C&W Agreement is modified or
amended in a manner that is adverse to the Purchaser without the prior written
consent of the Purchaser.

        Section 2.02. Limits on Demand Registrations. The Company shall not be
required to effect any registration pursuant to Section 2.01 after six Demands
requested by the Purchaser pursuant to Section 2.01 shall have been effected
unless, after such six Demands have been effected, the Purchaser has not sold
all shares of Registrable Securities then held by it. In that event, the
Purchaser and the Company



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shall negotiate in good faith the provision by the Company of additional Demands
pursuant to this Agreement as are reasonably appropriate.

        Section 2.03. Withdrawal. The Purchaser shall have the right to request
withdrawal of any Registration Statement filed with the SEC pursuant to Section
2.01 or Section 2.07 (and the Company shall so withdraw such Registration
Statement) so long as such Registration Statement has not become effective,
provided, that, in such case, the Purchaser shall pay all related out-of-pocket
Registration Expenses reasonably incurred by the Company unless a Registration
Statement shall be effected pursuant to Section 2.01 or Section 2.07 within 270
days after such withdrawal.

        Section 2.04. Effective Registration Statement. A registration requested
pursuant to Section 2.01 shall not be deemed to be effected (i) if a
Registration Statement with respect thereto shall not have become effective
under the Securities Act and remained effective for at least 90 days or until
the completion of the distribution of the Registrable Securities thereunder,
whichever is earlier (including, without limitation, because of a withdrawal of
such Registration Statement by the Purchaser prior to the effectiveness thereof
pursuant to Section 2.03 hereof), (ii) if, after it has become effective, such
registration is interfered with for any reason by any stop order, injunction or
other order or requirement of the SEC or any other governmental authority, or as
a result of the initiation of any proceeding for such a stop order by the SEC
through no fault of the Purchaser and the result of such interference is to
prevent the Purchaser from disposing of such Registrable Securities proposed to
be sold in accordance with the intended methods of disposition, (iii) the
Company exercises its rights under Section 3.01(b) and the result is a delay in
the proposed distribution of any Registrable Securities and the Purchaser
determines not to sell such Registrable Securities pursuant to such registration
as a result of such delay, or (iv) if the conditions to closing specified in the
purchase agreement or underwriting agreement entered into in connection with any
underwritten offering shall not be satisfied or waived with the consent of the
Purchaser, other than as a result of any breach by the Purchaser or any
underwriter of its obligations thereunder or hereunder.

        Section 2.05. "Piggy-Back" Rites. If the Company proposes to register
any shares of Common Stock for itself or any of its stockholders (the "Existing
Holders") under the Securities Action a Registration Statement on Form S-1, Form
S-2 or Form S-3 (or an equivalent general registration form then in effect) for
purposes of a Public Offering of such shares, the Company shall give written
notice of such proposal at least 20 days before the anticipated filing date,
with notice shall include the intended method of distribution of such shares, to
the Purchaser. Such notice shall specify at a minimum the number of shares of
Common Stock proposed to be registered, the proposed filing date of such
Registration Statement, any proposed means of distribution of such shares and
the proposed managing underwriter, if any. Subject to Section 2.06, upon the
written request of the Purchaser, given within 10 days after the receipt of any
such written notice by facsimile confirmed by mail (which request shall specify


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the Registrable Securities intended to be disposed of by the Purchaser), the
Company will use its best efforts to include in the Registration Statement with
respect to such Public Offering the Registrable Securities referred to in the
Purchaser's request; provided, however, that any participation in such Public
Offering by the Purchaser shall be on substantially the same terms as the
Company's (or its other stockholders') participation therein; and provided
further that the amount of Registrable Securities to be included in any such
Public Offering shall not exceed the maximum number which the managing
underwriter of such Public Offering considers in its reasonable commercial
judgment to be appropriate based on market conditions and other relevant factors
(the "Maximum Number"). The Purchaser shall have the right to withdraw a request
to include Registrable Securities in any Public Offering pursuant to this
Section 2.05 by giving written notice to the Company of its election to withdraw
such request at least five business days prior to the proposed effective date of
such Registration Statement.

        Section 2.06. (a) Allocation of Securities Included in a Public
Offering. If the lead managing underwriter for any Public Offering to be
effected pursuant to Section 2.05 of this Agreement shall advise the Company and
the Purchaser (each, a "Seller" and, collectively, the "Sellers") in writing
that the number of shares of Common Stock sought to be included in such Public
Offering (including those sought to be offered by the Company, those sought to
be offered by the Sellers and those sought to be offered by Existing Holders) is
more than the Maximum Number, the shares of Common Stock to be included in such
Public Offering shall be allocated pursuant to the following procedures: First,
the Company shall be entitled to include all of the securities that it has
proposed to include, and second, to the extent that any other securities may be
included without exceeding the Maximum Number, and subject to rights of any
parties under the Existing Agreements, the Purchaser shall be entitled to
participate in that registration on a basis no less favorable than that of any
other holder of the Company's securities.

        (b) Notwithstanding anything to the contrary in Section 2.05 and Section
2.06, the Purchaser shall be entitled to participate in a Public Offering
effected by the Company pursuant to a request under an Existing Agreement only
to the extent that the terms of such Existing Agreement permits an Existing
Holder to so participate. The Company agrees that in any modification or
amendment of an Existing Agreement, the rights of the Purchaser as granted under
this Agreement will not be adversely affected, and that registration rights
granted by the Company under any future registration rights agreement that the
Company may enter into will be on a basis no more favorable than the rights
granted to the Purchaser herein, unless the Company also grants equivalent
rights to the Purchaser at the time of such other agreement.

        Section 2.07. Shelf Registration. (a) If at any time the Purchaser shall
request to the Company in writing, the Company shall use its best efforts to
file and cause to be declared effective a 'shelf' Registration Statement on any
appropriate form



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pursuant to Rule 415 (or similar rule that may be adopted by the SEC) under the
Securities Act for Registrable Securities, which form shall be available for the
sale of the Registrable Securities in accordance with the intended method or
methods of distribution thereof. The Company agrees to use its best efforts to
keep such Registration Statement continuously effective and usable for resale of
Registrable Securities, for a period of twenty-four months from the date on
which the SEC declares such Registration Statement effective or such shorter
period which will terminate at such time as the Purchaser has sold all the
Registrable Securities covered by such Registration Statement; provided,
however, that the Company may elect that such Registration Statement not be
filed or usable during any Blackout Period.(as defined in Section 3.01(b)). The
Purchaser shall be entitled to a total of three 'shelf' registration statements
pursuant to this Section 2.07, each of which shall count as one Demand for
purposes of the limitations on Demands set forth in Section 2.02.

                                  ARTICLE THREE

                           OBLIGATIONS OF THE COMPANY

        Section 3.01 (a) Whenever the Company is required by the provisions of
this Agreement to use its best efforts to effect the registration of any Common
Stock under the Securities Act, the Company shall (i) prepare and, as soon as
reasonably possible and in any event within 45 days following receipt of a
notice from the Purchaser to that effect, file with the SEC a Registration
Statement with respect to such Registrable Securities, and shall use its best
efforts to cause such Registration Statement to become effective and to remain
effective until the sale of all of the shares of Registrable Securities so
registered or, in the case of a 'shelf' registration statement filed pursuant to
Section 2.07, for the period specified in that Section; (ii) prepare and file
with the SEC such amendments and supplements to such Registration Statement and
the Prospectus used in connection therewith as may be reasonably necessary to
make and to keep such Registration Statement effective and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of all securities proposed to be registered pursuant to such Registration
Statement until the sale of all of the shares of Registrable Securities so
registered or, in the case of a 'shelf' registration statement filed pursuant to
Section 2.07, for the period specified in that Section; and (iii) take all such
other action either necessary or desirable to permit the shares of Registrable
Securities held by the Purchaser to be registered and disposed of in accordance
with the method of disposition described herein.

        (b) Notwithstanding the foregoing, if the Company shall furnish to the
Purchaser a certificate signed by its Chairman, Chief Executive Officer or Chief
Financial Officer stating that (i) filing a Registration Statement or
maintaining effectiveness of a current Registration Statement would have a
material adverse effect on the Company or its stockholders in relation to any
material financing, acquisition or other corporate transaction, and the Company
has determined in good faith that


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such disclosure is not in the best interests of the Company and its
shareholders, or (ii) the Company has determined in good faith that the filing
or maintaining effectiveness of a current Registration Statement would require
disclosure of material information the Company has a valid business purpose of
retaining as confidential, the Company shall be entitled to postpone filing or
suspend the use by the Purchaser of the Registration Statement for a reasonable
period of time, but not in excess of 60 consecutive calendar days (a "Blackout
Period"). The Company shall be entitled to exercise such suspension rights more
than one time in any calendar year; provided, that such exercise shall not
prevent the Purchaser from being entitled to at least 240 days of effective
registration rights per year and that no suspension period may commence if it is
less than 30 calendar days from the prior such suspension period.

        (c) In connection with any Registration Statement, the following
provisions shall apply:

                (1)   The Company shall furnish to the Purchaser, prior to the
        filing thereof with the SEC, a copy of any Registration Statement, and
        each amendment thereof and each amendment or supplement, if any, to the
        Prospectus included therein and shall afford the Purchaser, the managing
        underwriters, and their respective counsel, if any, a reasonable
        opportunity within a reasonable time period to review and comment on
        copies of all such documents (including a reasonable opportunity to
        review copies of any documents to be incorporated by reference therein
        and all exhibits thereto) proposed to be filed.

                (2)   The Company shall take such action as may be necessary so
        that: (i) any Registration Statement and any amendment thereto and any
        Prospectus forming part thereof and any amendment or supplement thereto
        (and each report or other document incorporated therein by reference)
        complies in all material respects with the Securities Act and the
        Exchange Act and the respective rules and regulations thereunder, (ii)
        any Registration Statement and any amendment thereto does not, when it
        becomes effective, contain an untrue statement of a material fact or
        omit to state a material fact required to be stated therein or necessary
        to make the statements therein not misleading, and (iii) any Prospectus
        forming part of any Registration Statement, and any amendment or
        supplement to such Prospectus, does not include an untrue statement of a
        material fact or omit to state a material fact necessary in order to
        make the statements therein, in the light of the circumstances under
        which they were made, not misleading.

                (3)   (A) The Company shall advise the Purchaser and, if
        requested by the Purchaser, confirm such advice in writing:




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                        (a) when a Registration Statement and any amendment
                thereto has been filed with the SEC and when the Registration
                Statement or any post-effective amendment thereto has become
                effective; and

                        (b) of any request by the SEC for amendments or
                supplements to the Registration Statement or the Prospectus
                included therein or for additional information.

               (B)    The Company shall advise the Purchaser and, if requested
        by the Purchaser, confirm such advice in writing of:

                      (a) the issuance by the SEC of any stop order suspending
                effectiveness of the Registration Statement or the initiation of
                any proceedings for that purpose;

                      (b) the receipt by the Company of any notification with
                respect to the suspension of the qualification of the securities
                included therein for sale in any jurisdiction or the initiation
                of any proceeding for such purpose; and

                      (c) the happening of any event that requires the making
                of any changes in the Registration Statement or the Prospectus
                so that, as of such date, the Registration Statement and the
                Prospectus do not contain an untrue statement of a material fact
                and do not omit to state a material fact required to be stated
                therein or necessary to make the statements therein (in the case
                of the Prospectus, in the light of the circumstances under which
                they were made) not misleading (which advice shall be
                accompanied by an instruction to suspend the use of the
                Prospectus relating to such Registrable Securities until the
                requisite changes have been made).

                (4)   The Company shall use its best efforts to prevent the
        issuance, and if issued to obtain the withdrawal, of any order
        suspending the effectiveness of the Registration Statement relating to
        such Registrable Securities at the earliest possible time.

                (5)   The Company shall furnish to the Purchaser with respect to
        the Registration Statement relating to such Registrable Securities,
        without charge, such number of copies of such Registration Statement and
        any post-effective amendment thereto, including financial statements and
        schedules, and all reports, other documents and



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        exhibits (including those incorporated by reference) as the Purchaser
        shall reasonably request.

                (6)   The Company shall furnish to the Purchaser such number of
        copies of any Prospectus (including any preliminary Prospectus and any
        amended or supplemented Prospectus) relating to such Registrable
        Securities, in conformity with the requirements of the Securities Act,
        as the Purchaser may reasonably request in order to effect the offering
        and sale of the shares of such Registrable Securities to be offered and
        sold, but only while the Company shall be required under the provisions
        hereof to cause the Registration Statement to remain effective, and the
        Company consents (except during a Blackout Period or event contemplated
        by Section 3.01(c)(3)(B)(iii)) to the use of the Prospectus or any
        amendment or supplement thereto by the Purchaser in connection with the
        offering and sale of the Registrable Securities covered by the
        Prospectus or any amendment or supplement thereto.

                (7)   Prior to any offering of Registrable Securities pursuant
        to any Registration Statement, the Company shall use its best efforts to
        register or qualify the Registrable Securities covered by such
        Registration Statement under the securities or blue sky laws of such
        states as the Purchaser shall reasonably request, maintain any such
        registration or qualification current until the earlier of the sale of
        the Registrable Securities so registered or 90 days subsequent to the
        effective date of the Registration Statement, and do any and all other
        acts and things either reasonably necessary or advisable to enable the
        Purchaser to consummate the public sale or other disposition of the
        Registrable Securities in jurisdictions where the Purchaser desires to
        effect such sales or other disposition; provided, that the Company shall
        not be required to take any action that would subject it to the general
        jurisdiction of the courts of any jurisdiction in which it is not so
        subject or to qualify as a foreign corporation in any jurisdiction where
        the Company is not so qualified.

                (8)   In connection with any offering of Registrable Securities
        registered pursuant to this Agreement, the Company shall (x) furnish the
        Purchaser, at the Company's expense, on a timely basis with certificates
        free of any restrictive legends representing ownership of the
        Registrable Securities being sold in such denominations and registered
        in such names as the Purchaser shall request and (y) instruct the
        transfer agent and registrar of the Registrable Securities to release
        any stop transfer orders with respect to the Registrable Securities.




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                (9)   Upon the occurrence of an event contemplated b Section
        3.01(c)(3)(B)(iii) above, the Company shall promptly prepare a
        post-effective amendment to any Registration Statement or an amendment
        or supplement to the related Prospectus or file any other required
        document so that, as thereafter delivered to purchasers of the
        Registrable Securities included therein, the Prospectus will not include
        an untrue statement of a material fact or omit to state any material
        fact necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading. If the Company
        notifies the Purchaser of the occurrence of any Blackout Period or any
        event contemplated by Section 3.01(c)(3)(B)(iii)above, the Purchaser
        shall suspend the use of the Prospectus, for a period not to exceed
        sixty calendar days in accordance with Section 3.01(b), until the
        requisite changes to the Prospectus have been made.


                (10)  The Company shall make generally available to its security
        holders or otherwise provide in accordance with Section 11 (a) of the
        Securities Act as soon as practicable after the effective date of the
        applicable Registration Statement an earnings statement satisfying the
        provisions of Section 11 (a) of the Securities Act.

                (11)  The Company shall, if requested, promptly include or
        incorporate in a Prospectus supplement or post-effective amendment to a
        Registration Statement, such information as the managing underwriters
        administering an underwritten offering of the Registrable Securities
        registered thereunder reasonably request to be included therein and to
        which the Company does not reasonably object and shall make all required
        filings of such Prospectus supplement or post-effective amendment as
        soon as practicable after they are notified of the matters to be
        included or incorporated in such Prospectus supplement or post effective
        amendment.

                (12)  If requested, the Company shall enter into an underwriting
        agreement with a nationally recognized investment banking firm or firms
        selected by the Purchaser and reasonably acceptable to the Company
        containing representations, warranties, indemnities and agreements then
        customarily included by an issuer in underwriting agreements with
        respect to secondary underwritten distributions, and in connection
        therewith, if an underwriting agreement is entered into, cause the same
        to contain indemnification provisions and procedures substantially
        identical to those set forth in Article Five (or such other provisions
        and procedures acceptable to the managing underwriters, if any) with
        respect to all parties to be indemnified pursuant to Article Five and
        take all such other actions as are reasonably requested by the


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        managing underwriters for such underwritten offering in order to
        expedite or facilitate the registration or the disposition of such
        Registrable Securities.

                (13)  In the event the Purchaser proposes to conduct an
        underwritten Public Offering, then the Company shall: (i) make
        reasonably available for inspection by the Purchaser and its counsel,
        any underwriter participating in any distribution pursuant to such
        Registration Statement, and any attorney, accountant or other agent
        retained by the Purchaser or any such underwriter, all relevant
        financial and other records, pertinent corporate documents and
        properties of the Company and its subsidiaries as shall be reasonably
        necessary to enable them to conduct a "reasonable" investigation for
        purposes of Section 11(a) of the Securities Act; (ii) cause the
        Company's officers, directors and employees to make reasonably available
        for inspection all relevant information reasonably requested by the
        Purchaser or any such underwriter, attorney, accountant or agent in
        connection with any such Registration Statement, in each case, as is
        customary for similar due diligence examinations; provided, that any
        information that is designated in writing by the Company, in good faith,
        as confidential at the time of delivery of such information shall be
        kept confidential by the Purchaser, such underwriter, or any such,
        attorney, accountant or agent, unless such disclosure is made in
        connection with a court proceeding or required by law, or such
        information becomes available to the public generally or through a third
        party without an accompanying obligation of confidentiality; (iii)
        obtain opinions of counsel to the Company and updates thereof (which
        counsel and opinions (in form, scope and substance) shall be reasonably
        satisfactory to the managing underwriters, if any, addressed to the
        Purchaser and the underwriters, if any, covering such matters as are
        customarily covered in opinions requested in underwritten offerings and
        such other matters as may be reasonably requested by the Purchaser and
        underwriters (it being agreed that the matters to be covered by such
        opinion or written statement by such counsel delivered in connection
        with such opinions shall include in customary form, without limitation,
        as of the date of the opinion and as of the effective date of the
        Registration Statement or most recent post-effective amendment thereto,
        as the case may be, the absence from such Registration Statement and the
        Prospectus included therein, as then amended or supplemented, including
        the documents incorporated by reference therein, of an untrue statement
        of a material fact or the omission to state therein a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading; (iv) obtain "cold comfort" letters and updates
        thereof from the independent public accountants of the Company (and, if
        necessary, any other independent



                                       13
<PAGE>   14

        public accountants of any subsidiary of the Company or of any business
        acquired by the Company for which financial statements and financial
        data are, or are required to be included in the Registration Statement),
        addressed to the Purchaser and the underwriters, if any, in customary
        form and covering matters of the type customarily covered in "cold
        comfort" letters in connection with primary underwritten offerings; and
        (v) deliver such documents and certificates as may be reasonably
        requested by the Purchaser and the managing underwriters, if any, and
        with any customary conditions contained in the underwriting agreement or
        other agreement entered into by the Company. The foregoing actions set
        forth in clauses (iii), (iv) and (v) of this Section 3.01(c)(13) shall
        be performed at each closing under any underwritten offering to the
        extent required thereunder.

                (14)  The Company will use its best efforts to cause such
        Registrable Securities to be admitted for quotation on the Nasdaq
        National Market or other stock exchange or trading system on which the
        Common Stock primarily trades on or prior to the effective date of any
        Registration Statement hereunder.

                (15)  The Company shall use its best efforts to take all other
        steps reasonably necessary to effect the registration, offering and sale
        of the Registrable Securities covered by a Registration Statement
        contemplated hereby and enter into any other customary agreements and
        take such other actions, including participation of senior management in
        "roadshows" as are reasonably required in order to expedite or
        facilitate the disposition of such Registrable Securities, and the
        Company shall secure the participation of its senior management for such
        purposes.

                (16)  The Company shall, at the reasonable request of the
        Purchaser, hold periodic meetings with representatives of the Purchaser
        to report on the market for the Company's securities and opportunities
        for the Purchaser to effect sales of such Registrable Securities.

                (d)   With a view to making available the benefits of certain
rules and regulations of the SEC which may at anytime permit the sale of the
Registrable Securities to the public without registration, the Company agrees
to:

                (1)   Make and keep public information available, as those terms
        are understood and defined in and interpreted under Rule 144, at all
        times;



                                       14
<PAGE>   15

                (2)   During the term of this Agreement, furnish to the
        Purchaser upon request: (i) a written statement by the Company as to its
        compliance with the reporting requirements of Rule 144, (ii) a copy of
        the most recent annual or quarterly report of the Company, and (iii)
        such other reports and documents of the Company as the Purchaser may
        reasonably request in availing itself of any rule or regulation of the
        SEC allowing the Purchaser to sell any such securities without
        registration.

                                  ARTICLE FOUR

                                    EXPENSES

        Section 4.01. Expenses Payable by the Company. Except as provided in
Section 4.02 below, all fees and expenses incident to the registration and sale
of Registrable Securities shall be borne by the Company whether or not a
Registration Statement is filed or becomes effective, including, without
limitation, (i) all registration, qualification and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the NASD and (B) fees and expenses of compliance with state securities or blue
sky laws (including, without limitation, fees and disbursements of counsel for
the Company or the underwriters, or both, in connection with blue sky
qualifications of the Registrable Securities)), (ii) messenger and delivery
expenses, word processing, duplicating and printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company, printing
Preliminary Prospectuses, Prospectuses, Prospectus supplements, including those
delivered to or for the account of the Purchaser as provided in this Agreement,
and printing or preparing any underwriting agreement, agreement among
underwriters and related syndicate or selling group agreements, pricing
agreements and blue sky memoranda), (iii) fees and disbursements of counsel for
the Company, (iv) fees and disbursements of all independent certified public
accountants for the Company (including, without limitation, the expenses of any
"comfort letters" required by or incident to such performance), (v) the fees and
expenses of any "qualified independent underwriter" or other independent
appraiser participating in an offering pursuant to Section 3 of Rule 2720 of the
Conduct Rules of the NASD (unless such qualified independent underwriter is
required as a result of an affiliation between an underwriter selected by the
Purchaser and the Purchaser, in which case such fees and expenses will be borne
by the Purchaser), (vi) Securities Act liability insurance, if the Company so
desires such insurance, (vii) all out-of-pocket expenses of the Company
(including, without limitation, expenses incurred by the Company, its officers,
directors, employees and agents performing legal or accounting duties or
preparing or participating in "roadshow" presentations or of any public
relations, investor relations or other consultants or advisors retained by the
Company in connection with any roadshow, including travel and lodging expenses
of such roadshows), and (viii) the fees and


                                       15
<PAGE>   16


expenses incurred in connection with the quotation or listing of shares of
Common Stock on any securities exchange or automated securities quotation
system. The fees and expenses set forth in this Section 4.01 are collectively
referred to as "Registration Expenses".

        Section 4.02. Expenses Payable by the Purchaser. The Purchaser shall pay
all underwriting discounts and commissions or broker's commissions incurred in
connection with the sale or other disposition of Registrable Securities for or
on behalf of the Purchaser's account as well as the fees and expenses of the
Purchaser's counsel .

                                    ARTICLE FIVE

                        INDEMNIFICATION AND CONTRIBUTION


        Section 5.01. (a) Indemnification by the Company. The Company shall,
without limitation as to time, indemnify and hold harmless, to the fullest
extent permitted by law, the Purchaser and any underwriter participating in the
distribution, their respective officers, directors, partners and agents and
employees of each of them, each Person who controls the Purchaser or any such
underwriter (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act) and the officers, directors, partners, agents and
employees of each such controlling person (individually, a "Purchaser
Indemnified Person") from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, costs of investigating,
preparing to defend, defending and appearing as a third-party witness and
attorneys' fees and disbursements) and expenses, including any amounts paid in
respect of any settlements (collectively, "Losses"), joint or several, without
duplication, as incurred, arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
Prospectus or form of prospectus, or in any amendment or supplements thereto or
in any Preliminary Prospectus, or arising out of or based upon, in the case of
the Registration Statement or any amendments thereto, any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, and, in the case of the Prospectus or
form of prospectus, or in any amendments or supplements thereto, or in any
Preliminary Prospectus, any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading
except, in either case,(i) to the extent, but only to the extent, that such
untrue or alleged untrue statement or omission or alleged omission has been made
therein in reliance upon and in conformity with information furnished in writing
to the Company by such Purchaser Indemnified Person expressly for use therein
and (ii) if the Person asserting any such Losses who purchased the Registrable
Securities which are the subject thereof did not receive a copy of an amended
Preliminary Prospectus or the final Prospectus (or the final Prospectus as
amended or supplemented) at or prior to the written confirmation of the sale of
such Registrable Securities to such


                                       16
<PAGE>   17


person (if it is determined that the Company has provided such Preliminary
Prospectus and it was the responsibility of such Purchaser Indemnified Person to
provide such person with a current copy of the Prospectus or amended or
supplemented Prospectus, as the case may be) and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact made in such
Preliminary Prospectus was corrected in the amended Preliminary Prospectus or
the final Prospectus (or the final Prospectus as amended and supplemented).

               (b) Indemnification by Purchaser. In connection with any
Registration Statement in which the Purchaser as a holder of Registrable
Securities is participating, the Purchaser shall severally but not jointly,
without limitation as to time, indemnify and hold harmless, to the fullest
extent permitted by law, the Company, any underwriter participating in the
distribution and their respective directors, officers, agents and employees,
each Person who controls the Company or any such underwriter (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents or employees of such controlling person
(individually a "Company Indemnified Person"), from and against any and all
Losses, as incurred, arising out of or based upon (i) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement,
Prospectus, or form of prospectus, or in any amendment or supplement thereto or
in any Preliminary Prospectus, or arising out of or based upon, in the case of
the Registration Statement or any amendments thereto, any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, and, in the case of the Prospectus, or
form of prospectus, or in any amendments or supplements thereto, or in any
Preliminary Prospectus, any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in
either case, to the extent, but only to the extent, that such untrue or alleged
untrue statement or omission or alleged omission has been made therein in
reliance upon and in conformity with information furnished in writing to the
Company by the Purchaser expressly for use therein or (ii) the failure of the
Purchaser (if it is determined that it was the responsibility of the Purchaser)
at or prior to the written confirmation of the sale of the Registrable
Securities to send or deliver a copy of an amended Preliminary Prospectus or the
final Prospectus (or the final Prospectus as amended or supplemented) to the
Person asserting any such Losses who purchased the Registrable Securities which
are the subject thereof and the untrue statement or alleged untrue statement or
omission or alleged omission of a material fact made in such Preliminary
Prospectus was corrected in the amended Preliminary Prospectus or the final
Prospectus (or the final Prospectus as amended and supplemented). In no event
shall the liability of the Purchaser hereunder be, or be claimed by the Company
to be, greater in amount than the dollar amount of the proceeds actually
received by the Purchaser upon the sale of the Registrable Securities giving
rise to such indemnification obligation.




                                       17
<PAGE>   18
               (c) Conduct of Indemnification Proceedings. Each Indemnified
Person shall give prompt notice to the party or parties from which such
indemnity is sought (the "indemnifying parties") of the commencement of any
action or proceeding (including any governmental investigation) (collectively
"Proceedings" and individually a "Proceeding") with respect to which such
Indemnified Person seeks indemnification or contribution pursuant hereto;
provided, however, that the failure so to notify the indemnifying parties shall
not relieve the indemnifying parties from any obligation or liability except to
the extent that the indemnifying party was otherwise unaware of such Proceeding
and the indemnifying parties shall have been materially prejudiced by such
failure. The indemnifying parties shall have the right, exercisable by giving
written notice to an Indemnified Person promptly after the receipt of written
notice from such Indemnified Person of such Proceeding, to assume, at the
indemnifying parties' expense, the defense of any such proceeding, with counsel
reasonably satisfactory to such Indemnified Person and shall pay as incurred the
fees and disbursements of such counsel related to such Proceeding; provided,
however, that an Indemnified Person or Indemnified Persons (if more than one
such Indemnified Person is named in any Proceeding) shall have the right to
employ separate counsel in any such Proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person or Indemnified Persons unless: (i) the indemnifying
party or parties agree to pay such fees and expenses; or (ii) the indemnifying
parties fail promptly to assume the defense of such Proceeding or fail promptly
to employ counsel reasonably satisfactory to such Indemnified Person or
Indemnified Persons; or (iii) the named parties to any such action (including
any impleaded parties) include both an Indemnified Person and the indemnifying
party, and the Indemnified Person or Indemnified Persons shall have been advised
by counsel that there may be a conflict between the positions of the
indemnifying party or an affiliate of the indemnifying party and such
Indemnified Person or Indemnified Persons in conducting the defense of such
action or proceeding or that there may be legal defenses available to such
Indemnified Person or Indemnified Persons different from or in addition to those
available to the indemnifying party or such affiliate, in which case, if such
Indemnified Person or Indemnified Persons notifies the indemnifying parties in
writing that it elects to employ separate counsel at the expense of the
indemnifying parties, the indemnifying parties shall not have the right to
assume the defense thereof and such counsel shall be at the expense of the
indemnifying parties, it being understood, however, that the indemnifying
parties shall not, in connection with any one such Proceeding or separate but
substantially similar or related Proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for such Indemnified
Person or Indemnified Persons. Whether or not such defense is assumed by the
indemnifying parties, such Indemnifying parties or Indemnified Person or
Indemnified Persons will not be subject to any liability for any settlement made
without its or their consent (but such consent will not be unreasonably
withheld). No indemnifying parry shall be liable for any settlement of any such


                                       18
<PAGE>   19
action or proceeding effected without its written consent, but if settled with
its written consent each indemnifying party jointly and severally agrees,
subject to the exception and limitations set forth above, to indemnify and hold
harmless each Indemnified Person from and against any loss or liability by
reason of such settlement. No indemnification provided for in Section 5.01(a) or
5.01(b) shall be available to any party who shall fail to give notice as
provided in this Section 5.01(c) if the party to whom notice was not given was
unaware of the proceeding to which such notice would have related and was
materially prejudiced by the failure to give such notice, but the failure to
give such notice shall not relieve the indemnifying party or parties from any
liability which it or they may have to an Indemnified Person otherwise than on
account of the provisions of Section 5.01(a) or 5.01(b). No indemnifying party
shall, without the consent of the Indemnified Person, consent to entry of any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Person of a release from all
liability in respect of such claim or litigation.

               (d) Contribution. If the indemnification provided for in this
Section 5.01 is unavailable to an Indemnified Person or is insufficient to hold
such Indemnified Person harmless for any Losses in respect to which this Section
5.01 would otherwise apply by its terms, except by reasons of Section 5.01(a)(i)
or (ii) hereof or the failure of the Indemnified Person to give notice as
required in Section 5.01(c) hereof (provided that the indemnifying party was
unaware of the proceeding to which such notice would have related and was
materially prejudiced by the failure to give such notice), then each applicable
indemnifying party, in lieu of indemnifying such Indemnified Person, shall have
an obligation to contribute to the amount paid or payable by such Indemnified
Person as a result of such Losses, in such proportion as is appropriate to
reflect the relative fault of the indemnifying party, on the one hand, and such
Indemnified Person, on the other hand, in connection with the actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. Where the Indemnified Person is an
underwriter participating in the distribution of Registrable Securities,
however, each indemnifying party, and, in addition, if the indemnifying party is
the Purchaser, the Company, shall have an obligation to contribute to the amount
paid or payable by such Indemnified Person as the result of such Losses in such
proportion as is appropriate to reflect not only (i) the relative fault of the
Company, the Purchaser and the underwriters in connection with the actions,
statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations, but also (ii) the relative benefits received
by the Purchaser on the one hand and the underwriters on the other hand from the
distribution of the Registrable Securities. The relative benefit derived by the
parties shall be determined by reference to, among other things, the fact that
the Company entered into this Agreement to induce the Purchaser to engage in the
transaction pursuant to which the Registrable Securities were acquired. The
relative benefits received by the Purchaser on the one hand and the underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from any such offering

                                       19


<PAGE>   20
(before deducting expenses) received by the Purchaser bear to the total
underwriting discounts or commissions received by the underwriters. The relative
fault of such indemnifying party, on the one hand, and Indemnified Person, on
the other hand, shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been
taken by, or relates to information supplied by, such indemnifying party or
Indemnified Person, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent any such action, statement or
omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include any legal or other fees or expenses incurred by such party
in connection with any Proceeding, to the extent such party would have been
indemnified for such expenses if the indemnification provided for in Section
5.01 (a) or Section 5.01 (b) were available to such party.

               The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 5.01 (d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5.01(d), if the Purchaser is an
indemnifying party, it shall not be required to contribute any amount in excess
of the amount by which the total price at which the Registrable Securities sold
by such indemnifying party and distributed to the public were offered to the
public (net of any underwriting discounts and commissions and expenses)exceeds
the amount of any damages that such indemnifying party has otherwise been
required to pay or has paid by reason of such untrue or alleged untrue statement
or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11 (f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

               (e) Remedies Cumulative. The indemnity, contribution and expense
reimbursement obligations under this Section 5.01 shall be in addition to any
liability each indemnifying party may otherwise have and shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of any Indemnified Person.

               (f) Underwriting Agreement Controls. In the event of any conflict
between the indemnification and contribution terms as herein set forth and as
set forth in any underwriting agreement entered pursuant hereto, the
underwriting agreement shall control.

               (g) The obligations of the Company and the Purchaser under this
Section 5.01 shall survive the completion of any offering of Registrable
Securities in a Registration Statement.




                                       20
<PAGE>   21



                                   ARTICLE SIX

                               GENERAL PROVISIONS

        Section 6.01. Notices. Except as otherwise provided in this Agreement,
any notice or other communication given under this Agreement shall be sufficient
if in writing and sent by registered or certified mail, return receipt
requested, postage prepaid, to a party at its address set forth below (or at
such other address as shall be designated for such purpose by such party in a
written notice to the other party hereto):

               (a)    If to the Company:

                      NTL Incorporated
                      110 East 59th Street
                      New York, NY 10022
                      Telecopy:     (212) 906-8497
                      Attention:    Richard J. Lubasch, Esq.
                                    (e-mail: lubasch@ntli.com)

               with copies (which shall not constitute notice to the Company)
               to:

                      Skadden, Arps, Slate, Meagher & Flom LLP
                      Four Times Square
                      New York, NY 10036
                      Telecopy:     (212) 735-2000
                      Attention:    Thomas Kennedy, Esq.
                                    (e-mail: tkennedy@skadden.com)

               (b)     If to the Purchaser:

                      France Telecom, S.A.
                      208-212, rue Raymond Losserand
                      75505 Paris Cedex 15, France
                      Telecopy:    (331) 44-44-21-54
                      Attention:   Philippe McAllister
                                   (e-mail:philippe.mcallister@francetelecom.fr)

               with a copy (which shall not constitute notice to the Purchaser)
               to:

                      Shearman & Sterling
                      599 Lexington Avenue
                      New York, NY 10022
                      Telecopy:     (212) 848-7179



                                       21
<PAGE>   22



                      Attention:    Alfred J. Ross, Esq.

All such notices and communications shall be effective when received by the
addressee.

        Section 6.02. Governing Law. T his Agreement shall be governed in all
respects by the internal laws of the State of New York as applied to contracts
entered into solely between residents of, and to be performed entirely within,
such state, and without reference to principles of conflicts of laws or choice
of laws.

        Section 6.03. Entire Agreement, Amendments. This Agreement constitutes
the full and entire understanding and agreement between the parties with regard
to the subject matter hereof and supersedes all prior agreements and
understandings among the parties relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be amended, waived, discharged or be
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.
This Agreement supersedes the Registration Rights Agreement, dated August 13,
1999, between NTL Delaware and the Purchaser, which agreement shall be of no
further force and effect.

        Section 6.04. Successor and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.

        Section 6.05. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restriction of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

        Section 6.06. Transfer or Assignment of Registration Rights. The
registration rights set forth in this Agreement shall be transferable or
assignable by the Purchaser, in whole or in part and from time to time;
provided, that each transferee agrees in writing to be subject to all the terms
and conditions of this Agreement. Without limitation of the foregoing, the
parties understand and agree that Compagnie Generale des Communications
(COGECOM) S.A. ("Cogecom") shall be entitled to exercise any right granted
hereunder to the Purchaser, so long as Cogecom (a) remains a wholly owned
subsidiary of the Purchaser and (b) holds any Registrable Securities.

        Section 6.07. Remedies. In the event of a breach by any party of any of
its obligations under this Agreement, the other parties, in addition to being
entitled to exercise all rights provided herein or granted by law, including
recovery of damages, will be entitled to specific performance of their rights
under this Agreement. The Company and the Purchaser agree that monetary damages
would not be adequate


                                       22
<PAGE>   23


compensation for any loss incurred by reason of a breach by the Company or the
Purchaser, as the case maybe, of any of the provisions of this Agreement and
hereby further agrees that, in the event of any action for specific performance
in respect of such breach, the Company or the Purchaser, as the case may be,
shall waive the defense that a remedy at law would be adequate. No failure or
delay on the part of the Company or the Purchaser in exercising any right, power
or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.

        Section 6.08. Derivative Securities. If the Purchaser so requests, the
parties shall negotiate in good faith such additional provisions as are
reasonably necessary or appropriate to effect the offering and sale of
Derivative Securities in a reasonable and customary manner.

              [The balance of this page intentionally left blank.]



                                       23
<PAGE>   24




        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date set forth above.

                             NTL INCORPORATED

                             By:     /s/ Richard J. Lubasch
                                    -------------------------------------------
                                    Name: Richard J. Lubasch
                                    Title: Executive Vice President


                             FRANCE TELECOM S.A.

                             By:     /s/ Eric Bouvier
                                    -------------------------------------------
                                    Name: Eric Bouvier
                                    Title: Senior Vice President




                                       24