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Exhibit 4.2



EXCHANGE AGREEMENT

This Exchange Agreement (this Agreement), is being entered into on the
12 day of September 2001, by and among NTL Incorporated (NTL), Compagnie
Générale des Communications S.A. (COGECOM), France Telecom S.A. (France
Telecom and together with COGECOM, the France Telecom Parties), BNP Paribus
(BNP), Credit Agricole Indosuez (Credit Agricole), Deutsche Bank AG, Paris
Branch (Deutsche Bank), and Westdeutsche Landesbank Girozentrale, Paris branch
(Westdeutsche Landesbank Girozentrale and together with BNP, Credit Agricole
and Deutsche Bank, collectively, the Banks and together with the France
Telecom Parties, the NTL Preferred Stockholders).

WHEREAS, reference is made to the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series A (the 5%
Series A Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series C (the 5%
Series C Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series D (the 5%
Series D Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series E (the 5%
Series E Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series F (the 5%
Series F Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series G (the 5%
Series G Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series H (the 5%
Series H Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series I (the 5%
Series I Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series J (the 5%
Series J Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series B (the 5%
Series B Preferred Stock), of NTL, the Certificate of Designation governing the
5% Cumulative Participating Convertible Preferred Stock, Series B-1 (the 5%
Series B-1 Preferred Stock), of NTL, the Certificate of Designation governing
the 5% Cumulative Participating Convertible Preferred Stock, Series B-2 (the 5%
Series B-2 Preferred Stock), of NTL, the Certificate of Designation governing
the 5% Cumulative Participating Convertible Preferred Stock, Series B-3 (the 5%
Series B-3 Preferred Stock), of NTL, the Certificate of Designation governing
the 5% Cumulative Participating Convertible Preferred Stock, Series B-4 (the 5%
Series B-4 Preferred



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Stock), of NTL, the Certificate of Designation governing the 5% Cumulative
Participating Convertible Preferred Stock, Series B-5 (the 5% Series B-5
Preferred Stock), of NTL, the Certificate of Designation (the Eurotel
Preferred Stock Certificate of Designation) governing the 5% Cumulative
Preferred Stock, Series A (the Eurotel Preferred Stock), of NTL, the
Certificate of Designation governing the Variable Coupon Redeemable Preferred
Stock, Series A (the Variable Coupon Preferred Stock), of NTL, and the
Certificate of Designation governing the 6.5% Fixed Coupon Redeemable Preferred
Stock, Series A (the Fixed Coupon Preferred Stock), of NTL (collectively, the
Preferred Stock);

WHEREAS, NTL, France Telecom and the Banks entered into a Purchase
Agreement (the Purchase Agreement), dated February 17, 2000, relating to the
issuance and sale by NTL of shares of Eurotel Preferred Stock to COGECOM and the
Banks, which issuance and sale occurred at a closing held on March 28, 2000;

WHEREAS, terms used but not defined herein shall have the meanings
ascribed thereto in the Purchase Agreement, the Certificates of Designation
governing the Preferred Stock and the NTL Preferred Stock Certificate of
Designation (as defined herein) as applicable;

WHEREAS, pursuant to a letter agreement, dated June 5, 2001, by and
between NTL and France Telecom, an executed copy of which is attached hereto as
Exhibit A (the Letter Agreement), NTL and France Telecom agreed to amend the
terms of the Eurotel Preferred Stock as set forth in the Letter Agreement; and

WHEREAS, NTL and the NTL Preferred Stockholders have determined that in
order to fully carry out the intents and purposes of the Letter Agreement, a new
series of preferred stock of NTL will be exchanged for the outstanding shares of
Eurotel Preferred Stock, which new series of preferred stock, par value $0.01
per share, of NTL, shall be designated as Cumulative Convertible Preferred
Stock, Series A of NTL Incorporated (the NTL Preferred Stock), and will have
the terms set forth in the form of Certificate of Designation attached hereto as
Exhibit B (the NTL Preferred Stock Certificate of Designation).

NOW THEREFORE BE IT RESOLVED, that in consideration of the foregoing
premises and in consideration of the mutual agreements and covenants herein
contained and intending to be legally bound hereby, the parties, severally and
not jointly, hereby agree as follows:

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1.     Each of the NTL Preferred Stockholders, severally and not jointly,
represents and warrants as of the date hereof to, and agrees with, NTL that:

(a)  Such NTL Preferred Stockholder is the record and beneficial owner of,
and has good, valid and legal title to, the shares of Preferred Stock held by
such NTL Preferred Stockholder; such shares are free and clear of all liens,
encumbrances, security interests, equities, claims, restrictions (other than on
transfer under Federal and State securities laws), options, calls, puts,
contracts, commitments, demands and rights of others (collectively, Liens), of
whatever nature arising out of or relating to any acts or omissions by or on
behalf of such NTL Preferred Stockholder or others, except for the Liens created
pursuant to the Put and Call Option Agreement, dated February 17, 2000, by and
among the Banks and France Telecom, as amended on March 23, 2000 (the Option
Agreement). COGECOM is the record owner and France Telecom and COGECOM are the
beneficial owners and each of the Banks is the record and beneficial owner of,
and has good, valid and legal title to, the shares of Eurotel Preferred Stock
set forth under the heading Number of Shares of Eurotel Preferred Stock of
each such party on the signature pages to this Agreement.

(b)  Except pursuant to the Option Agreement or any agreements between NTL
and the France Telecom Parties, such NTL Preferred Stockholder has not entered
into any contract, agreement, arrangement or understanding with any person or
governmental authority, either written or oral, whether or not contingent upon
the happening of any event or circumstance, for the voting, consenting or
tendering (or not voting, consenting or tendering) of the shares of Preferred
Stock or the shares of Common Stock or the Eurotel Stock (as defined in the NTL
Preferred Stock Certificate of Designation) underlying such shares.

(c)  Such NTL Preferred Stockholder has the corporate power and authority
to enter into this Agreement and consummate the transactions contemplated by
this Agreement by such NTL Preferred Stockholder.

(d)  This Agreement has been duly authorized, executed and delivered by
such NTL Preferred Stockholder and is a valid and legally binding obligation of
such NTL Preferred Stockholder enforceable in accordance with the terms set
forth herein, subject, as to enforcement, to applicable bankruptcy, insolvency,
fraudulent transfer, moratorium and similar laws affecting the rights of
creditors generally.

(e)  The authorization, execution, delivery and performance by such NTL
Preferred Stockholder of this Agreement and the consummation of the transactions
contemplated by this Agreement by such NTL Preferred Stockholder will not
conflict

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with, violate or result in the breach of any of the material terms or conditions
(whether through failure to provide notice, lapse of time, or both) of the
organizational documents of such NTL Preferred Stockholder or the Option
Agreement.

(f)  No consent, authorization, approval, registration, qualification,
notice or waiver is required from any person or governmental authority for the
execution, delivery and performance by such NTL Preferred Stockholder of this
Agreement and the consummation of the transactions contemplated by this
Agreement by such NTL Preferred Stockholder.

(g)  Such NTL Preferred Stockholder hereby acknowledges and agrees with NTL
that the NTL Preferred Stock has not been, and is not required to be, registered
under the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the Securities Act), and the NTL Preferred
Stock may not be offered or sold, except pursuant to registration or to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Such NTL Preferred Stockholder hereby
acknowledges and agrees with NTL that, upon issuance of dividend shares on NTL
Preferred Stock, including any shares of NTL Preferred Stock issued as in-kind
dividends on the NTL Preferred Stock and any shares of NTL Preferred Stock
issued as dividends thereon (the Dividend Shares), the Dividend Shares will
not have been, and will not be required to be, registered under the Securities
Act and may not be offered or sold, except pursuant to registration or to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Such NTL Preferred Stockholder hereby
acknowledges and agrees with NTL that, upon issuance of shares of Eurotel Stock
pursuant to an exchange under paragraph (8) of the NTL Preferred Stock
Certificate of Designation, the Eurotel Stock will not have been, and will not
be required to be, registered under the Securities Act and may not be offered or
sold, except pursuant to registration or to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
Such NTL Preferred Stockholder hereby acknowledges and agrees with NTL that,
upon issuance of shares of Common Stock pursuant to a conversion under paragraph
(8) of the NTL Preferred Stock Certificate of Designation, the Common Stock will
not have been, and will not, subject to the provisions of Section 19 of this
Agreement, be required to be, registered under the Securities Act and may not be
offered or sold, except pursuant to registration or to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act.

(h)  Such NTL Preferred Stockholder hereby represents that it understands
that the exchange of shares of Eurotel Preferred Stock for shares of NTL
Preferred

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Stock in accordance with the terms of this Agreement involves substantial risk.
Such NTL Preferred Stockholder hereby represents that it has experience as an
investor in securities of companies and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment in the NTL Preferred Stock
and the Dividend Shares (and in the case of an exchange pursuant to paragraph
(8) of the NTL Preferred Stock Certificate of Designation, shares of Eurotel
Stock, and in the case of a conversion pursuant to paragraph (9) of the NTL
Preferred Stock Certificate of Designation, shares of Common Stock) and has such
knowledge and experience in financial and business matters, that it is capable
of evaluating the merits and risks of an investment in the NTL Preferred Stock
and the Dividend Shares (and in the case of an exchange pursuant to paragraph
(8) of the NTL Preferred Stock Certificate of Designation, shares of Eurotel
Stock, and in the case of a conversion pursuant to paragraph (9) of the NTL
Preferred Stock Certificate of Designation, shares of Common Stock) and
protecting its own interests in connection with such investment. Such NTL
Preferred Stockholder hereby represents that it is an accredited investor as
defined in Rule 501(a) promulgated under the Securities Act.

(i)  Such NTL Preferred Stockholder hereby represents and covenants that,
except as contemplated in the Purchase Agreement and in the Option Agreement, it
is acquiring the NTL Preferred Stock for investment for its own account, not as
a nominee or agent, and not with a view to the public resale or distribution
thereof within the meaning of the Securities Act. Such NTL Preferred Stockholder
agrees and covenants that it has not entered and will not enter into any
contract or other agreement with respect to the distribution or delivery of the
NTL Preferred Stock or the Dividend Shares (and in the case of an exchange
pursuant to paragraph (8) of the NTL Preferred Stock Certificate of Designation,
shares of Eurotel Stock, and in the case of a conversion pursuant to paragraph
(9) of the NTL Preferred Stock Certificate of Designation, shares of Common
Stock), other than (A) pursuant to Rule 144 under the Securities Act, (B)
pursuant to any transaction that does not require registration under the
Securities Act, (C) as contemplated in the Purchase Agreement or the Option
Agreement or (D) with the prior written consent of NTL.

(j)  Such NTL Preferred Stockholder agrees and covenants that the
certificates for the NTL Preferred Stock and the Dividend Shares shall bear the
legend set forth in paragraph (11)(b) of the NTL Preferred Stock Certificate of
Designation.

(k)  Such NTL Preferred Stockholder (other than the France Telecom Parties)
acknowledges that it is not a Qualified Holder as defined in the NTL Preferred
Stock Certificate of Designation and that it does not have a right to

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exchange the NTL Preferred Stock or Dividend Shares for Eurotel Stock pursuant
to paragraph (8)(a) of the NTL Preferred Stock Certificate of Designation.

(l)  Such NTL Preferred Stockholder agrees not to sell, pledge or otherwise
transfer the NTL Preferred Stock or Dividend Shares or any interest therein
(other than to another NTL Preferred Stockholder or to an affiliate of an NTL
Preferred Stockholder which agrees to be bound by the Purchase Agreement and
this Agreement or as otherwise contemplated in the Option Agreement)
at any time
prior to the earlier of March 28, 2002 or the expiration of the Option
Agreement.

2.     The France Telecom Parties with respect to 100% of the aggregate
Liquidation Rights of the outstanding shares of 5% Series A Preferred Stock, 5%
Series C Preferred Stock, 5% Series D Preferred Stock, 5% Series E Preferred
Stock, 5% Series F Preferred Stock, 5% Series G Preferred Stock, 5% Series H
Preferred Stock, 5% Series I Preferred Stock, 5% Series J Preferred Stock, 5%
Series B Preferred Stock, 5% Series B-1 Preferred Stock, 5% Series B-2 Preferred
Stock, 5% Series B-3 Preferred Stock, 5% Series B-4 Preferred Stock, 5% Series
B-6 Preferred Stock, Variable Coupon Preferred Stock and Fixed Coupon Preferred
Stock and the France Telecom Parties and the Banks with respect to 100% of the
aggregate Liquidation Rights of the outstanding shares of Eurotel Preferred
Stock hereby undertake to attend, whether in person or by proxy, a meeting of
the NTL Preferred Stockholders to be held on or prior to the date of this
Agreement, whereat they will approve and adopt in compliance with paragraph
(10)(c) of the Eurotel Preferred Stock Certificate of Designation the following
resolutions:

(a)  the creation, authorization and issuance by NTL of shares of NTL
Preferred Stock (and thereafter Dividend Shares, subject to declaration and
payment of the dividend in accordance with terms of the NTL Preferred Stock
Certificate of Designation and the Delaware General Corporation Law (the
DGCL)) that shall have substantially the same terms as those set forth in the
NTL Preferred Stock Certificate of Designation, which by its terms shall rank on
a parity with the Preferred Stock with respect to the payment of dividends and
amounts upon redemption and as to distributions of assets upon liquidation,
dissolution or winding up, or both, whether or not their respective dividend
rates, dividend payments dates or redemption or liquidation prices per share
thereof be different from (or the same as) those of the Preferred Stock; and

(b)  the classification of NTL Preferred Stock (and thereafter Dividend
Shares, subject to declaration and payment of the dividend in accordance with
the terms of the NTL Preferred Stock Certificate of Designation and the DGCL) as
Parity

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Securities (as such term is defined in the respective Certificates of
Designation for each series of Preferred Stock) under the respective
Certificates of Designation for the Preferred Stock and any later filed
Certificates of Designation with respect to shares of preferred stock of NTL
issued as a dividend with respect to, or as a refinancing of, the Preferred
Stock, as applicable.

3.     (a) The NTL Preferred Stockholders and NTL each agree to exchange each
outstanding whole share of Eurotel Preferred Stock for one share of validly
authorized and when exchanged in accordance with the terms of this Agreement,
validly issued, fully paid and non-assessable shares of NTL Preferred Stock with
the powers, designation, dividend rights, voting powers, rights on liquidation,
exchange rights, conversion rights, redemption rights and other preferences and
relative, participating, optional or other special rights and with the
qualifications, limitations and restrictions on the shares of such series to be
governed by the NTL Preferred Stock Certificate of Designation. NTL and the NTL
Preferred Stockholders each agree to effect such exchange, subject to Section
3(b) hereof, at a closing (the Closing) to be held at 9:00 a.m. (New York City
time) on September 12, 2001, at the offices of Skadden, Arps, Slate, Meagher &
Flom LLP, Four Times Square, New York, New York 10036-6522 or at such other
place and time as the parties mutually agree. At the Closing, France Telecom
shall cause COGECOM to, and each of the Banks shall, deliver to NTL a
certificate representing the number of outstanding shares of Eurotel Preferred
Stock set forth under the heading Number of Shares of Eurotel Preferred Stock
of each such party on the signature pages to this Agreement, duly and validly
endorsed for transfer to NTL free and clear of all Liens in exchange for an
equal number of shares of NTL Preferred Stock. Prior to the time of the Closing,
NTL shall have filed or caused to be filed the NTL Preferred Stock Certificate
of Designation with the Secretary of State of the State of Delaware and shall
have received and delivered to the NTL Preferred Stockholders evidence
reasonably satisfactory to the NTL Preferred Stockholders of the acceptance of
such filing.

(b)  In connection with the exchange contemplated pursuant to Section 3(a)
(the Exchange), an NTL Preferred Stockholder may, by written notice delivered
to NTL at least two business days prior to the date of the Closing, elect to
retain the certificate representing the shares of Eurotel Preferred Stock held
by it. In such case, the certificate so retained shall be deemed (as to and to
the extent permitted by Delaware law) to represent, at and after the date of the
Closing, the number of shares of NTL Preferred Stock issuable upon such Exchange.
An NTL Preferred Stockholder which has previously elected to retain the
certificate representing the Eurotel Preferred Stock in accordance with this
subsection may subsequently elect to receive

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the certificate representing the shares of NTL Preferred Stock which such NTL
Preferred Stockholder would have received at the Closing. To receive the new
certificate representing such shares of NTL Preferred Stock, the NTL Preferred
Stockholder shall surrender its old certificate, duly endorsed for transfer or
assigned to NTL or in blank, at the principal office of NTL, with reasonable
prior written notice of that election delivered to NTL. As promptly as
practicable (but in any event, within one business day) after the surrender by
the NTL Preferred Stockholder of the old certificate, NTL shall issue and shall
deliver to the NTL Preferred Stockholder a new certificate for the number of
duly authorized, validly issued, fully paid and non-assessable shares of NTL
Preferred Stock represented by the old certificate so surrendered.

4.     NTL represents and warrants as of the date hereof to, and agrees with,
the NTL Preferred Stockholders that:

(a)  NTL has the corporate power and authority to enter into this Agreement
and consummate the transactions contemplated by this Agreement by NTL.

(b)  This Agreement has been duly authorized, executed and delivered by NTL
and is a valid and legally binding obligation of NTL enforceable in accordance
with the terms set forth herein, subject, as to enforcement, to applicable
bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws
affecting the rights of creditors generally.

(c)  The authorization, execution, delivery and performance by NTL of this
Agreement and the consummation of the transactions contemplated by this
Agreement by NTL will not conflict with, violate or result in the breach of any
of the material terms or conditions (whether through failure to provide notice,
lapse of time, or both) of the organizational documents of NTL, NTL Cablecom
Holding GmbH (Cablecom) or any Cablecom Subsidiary (as such term is defined
herein).

(d)  No consent, authorization, approval, registration, qualification,
notice or waiver is required from any person or governmental authority for the
execution, delivery and performance by NTL of this Agreement and the
consummation of the transactions contemplated by this Agreement by NTL, except
for (i) the filing of the NTL Preferred Stock Certificate of Designation with
the Secretary of State of the State of Delaware, (ii) the filing of a notice of
listing application with The New York Stock Exchange for the shares of NTL
common stock issuable upon conversion of the NTL Preferred Stock and the
Dividend Shares and (iii) the adoption and approval

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by the NTL Preferred Stockholders of the matters set forth in Section 2 of this
Agreement.

(e)  The shares of NTL Preferred Stock that will be issued by NTL at the
Closing and any Dividend Shares have been duly and validly authorized by NTL,
and, when issued and delivered (in the case of the shares of NTL Preferred
Stock, upon exchange therefor as provided herein and in the case of the Dividend
Shares upon due declaration and payment of the Dividend Shares in accordance
with the terms of the NTL Preferred Stock Certificate of Designation and the
DGCL), will be duly and validly issued and fully paid and nonassessable, free
and clear of any Liens or preemptive or other similar rights other than those
set forth in the Purchase Agreement, the Option Agreement and the Investment
Agreement. As of the date of the Closing, the shares of NTL Preferred Stock
issued hereunder will be the only shares of NTL Preferred Stock issued and
outstanding.

(f)  Assuming the accuracy of the representations and warranties of each of
the NTL Preferred Stockholders contained in Section 1 of this Agreement it is
not, and will not be, necessary in connection with the offer, sale or delivery
of the NTL Preferred Stock and the Dividend Shares to the NTL Preferred
Stockholders in the manner contemplated in this Agreement to register either the
NTL Preferred Stock or the Dividend Shares under the Securities Act.

(g)  Cablecom is an indirect, wholly owned subsidiary of NTL organized
under the laws of Switzerland. A list of the wholly owned subsidiaries of
Cablecom (the Cablecom Subsidiaries), together with the share capital and
number of shares of each Cablecom Subsidiary, all of which are organized
under the laws of Switzerland (except for Cablecom Kabelkommunikation GmH
(Austria), which is organized under the laws of Austria), is set forth on
Exhibit C and all of the issued shares of capital stock of each Cablecom
Subsidiary have been duly and validly issued, are fully paid and (except for
directors qualifying shares) are owned directly or indirectly by Cablecom, free
and clear of all Liens, except for Liens under the Credit Agreement, dated March
28, 2000, as amended from time to time, by and among NTL Incorporated (as
parent), NTL Cablecom Holding GmbH (as shareholder), Cablecom (Ostschweiz) AG
(as principal borrower), Chase Manhattan plc and Morgan Stanley Senior Funding
Inc. (as arrangers and joint book managers), Chase Manhattan International
Limited (as agent), and the lenders party thereto (the Cablecom Credit
Facility). Since March 28, 2000, Cablecom and the Cablecom Subsidiaries have
been, and until the earlier of (w) the Qualified Holder acquiring up to 50% of
the outstanding shares of Eurotel Stock, and (x) redemption of the NTL Preferred
Stock or conversion thereof into Common Stock of NTL in accordance

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with the terms of the NTL Preferred Stock Certificate of Designation, will
continue to be principally engaged in the businesses of providing cable
television, radio services, internet services, telephony and data services,
consumer electronics, engineering services and ownership and operation of fixed
line networks in Switzerland and businesses related thereto. Since March 28,
2000, there has been no material change in the activities, scope and size of
Cablecom and the Cablecom Subsidiaries considered in the aggregate and the
management of Cablecom has conducted, and will continue at any time prior to the
earlier of (y) the Qualified Holder acquiring up to 50% of the outstanding
shares of Eurotel Stock and (z) redemption of the NTL Preferred Stock or
conversion thereof into Common Stock of NTL in accordance with the terms of the
NTL Preferred Stock Certificate of Designation to conduct, the respective
businesses of Cablecom and the Cablecom Subsidiaries in a reasonable and prudent
manner having regard to preserving the value of the exchange rights of the
Qualified Holder. So long as France Telecom and COGECOM collectively own at
least 25% of the outstanding shares of Eurotel Stock, any change of the
jurisdiction of incorporation of Eurotel shall be subject to the prior written
consent of France Telecom, which consent shall not be unreasonably withheld,
denied or delayed. In the event that NTL proposes a change of the jurisdiction
of incorporation of Eurotel, France Telecom and COGECOM agree to cooperate with
NTL and Eurotel in the discussions, planning and implementation of the change of
jurisdiction of incorporation of Eurotel, subject to the preceding sentence.
Prior to the time the France Telecom Parties exercise the conversion rights
under paragraph (9) of the NTL Preferred Stock Certificate of Designation, NTL
shall not take any acts (or omit to take any acts) that could materially
adversely affect such conversion rights, it being understood that any action
that is subject to paragraphs (9)(d) and (9)(e) of the NTL Preferred Stock
Certificate of Designation shall be deemed not to materially adversely affect
such rights.

(h)  No material agreement, contract, instrument or obligation of or
binding on NTL, Cablecom, any of the Cablecom Subsidiaries or any other
Significant Subsidiary of NTL exists as of the date hereof which would be
breached, or cause such entity to be in contravention thereof, upon consummation
of an exchange pursuant to paragraph (8) of the NTL Preferred Stock Certificate
of Designation or with respect to which consummation of an exchange pursuant to
paragraph (8) of the NTL Preferred Stock Certificate of Designation would give
rise to a right to terminate or otherwise cause a loss of any material right
thereunder, other than (i) the Cablecom Credit Facility pursuant to Section
23.13.2 thereof (provided that the Cablecom Credit Facility would not be
affected upon an exchange pursuant to paragraph (8) of the NTL Preferred Stock
Certificate of Designation if France Telecom or an affiliate thereof satisfies
at the time of such exchange the criteria for a

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permitted transferee as set forth in the definition of Permitted Joint Venture
in the Cablecom Credit Facility), (ii) the Transaction Agreement, with respect
to which the foregoing representation will be true if NTL retains more than 50%
ownership of the assets that are the subject thereof until March 30, 2002, and
(iii) a change of control under the redistribution licenses granted to the
Cablecom subsidiaries under the Federal Radio and Television Act.

(i)  No documentary, stamp, transfer or similar taxes will be imposed under
United States federal law or New York or Delaware state law on the initial
issuance of the NTL Preferred Stock pursuant to this Agreement, or on the
issuance and delivery of the Dividend Shares pursuant to the terms of the NTL
Preferred Stock Certificate of Designation.

5.     NTL covenants and agrees, and will cause Cablecom, the Cablecom
Subsidiaries, and any other Significant Subsidiary of NTL, not to enter into any
material agreement, contract or instrument of or binding on NTL, Cablecom, the
Cablecom Subsidiaries, or any other Significant Subsidiary of NTL or incur any
obligation after the date of issuance of the NTL Preferred Stock such that
consummation of an exchange pursuant to paragraph (8) of the NTL Preferred Stock
Certificate of Designation would cause NTL, Cablecom, the Cablecom Subsidiaries,
or any other Significant Subsidiary of NTL to be in breach or contravention of,
or give rise to a right to terminate or otherwise cause a loss of any material
right under any such agreement, contract, instrument or obligation. At any time
prior to the earlier to occur of (x) the Qualified Holder acquiring up to 50% of
the outstanding shares of Eurotel Stock and (y) redemption of the NTL Preferred
Stock or conversion thereof in accordance with the terms of the NTL Preferred
Stock Certificate of Designation, NTL covenants and agrees that it shall use
reasonable best efforts in securing terms for future material governmental
licenses, permits or authorizations to be held by Cablecom or any Cablecom
Subsidiaries such that consummation of an exchange pursuant to paragraph (8) of
the NTL Preferred Stock Certificate of Designation would not have a material
negative effect on such material governmental license, permit or authorization.

6.     Any references to the Eurotel Preferred Stock and to Eurotel in the
Purchase Agreement and any and all other agreements and documents that were
executed in connection therewith or in connection with the issuance of the
Eurotel Preferred Stock (the Prior Agreements) shall be deemed to be
references to the NTL Preferred Stock and to Eurotel as defined in the NTL
Preferred Stock Certificate of Designation, respectively, and any references to
Eurotel Preferred Stock or Eurotel in any covenant remaining to be performed or
in any representation or

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warranty in respect of the Eurotel Preferred Stock or to Eurotel shall be deemed
to be references to the NTL Preferred Stock and to Eurotel as defined in the NTL
Preferred Stock Certificate of Designation, respectively, and each of the Prior
Agreements is hereby amended in that respect and shall otherwise remain in full
force and effect. In the event of any conflict or inconsistency between the
provisions of this Agreement on the one hand and the Prior Agreements on the
other hand, the provisions of this Agreement shall govern.

7.     At or prior to the Closing, Amendment No. 3 to the Rights Agreement,
dated as of March 28, 2000, by and between NTL and Continental Stock Transfer &
Trust Company, as Rights Agent, will be amended as set forth in Exhibit D
attached hereto.

8.     This Agreement shall be governed under the laws of the State of
Delaware, without regard to principles of choice of laws or conflicts of laws
thereof.

9.     This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement.

10.     None of the NTL Preferred Stockholders shall be entitled whether upon
the signing and delivery of this Agreement or thereafter to any separate
compensation, remuneration, reimbursement or forgiveness of indebtedness
relating to or in connection with the transactions contemplated by this
Agreement.

11.     No broker, investment banker, financial advisor, finder or other
person is entitled to any brokers, finders, financial advisors or other
similar fee, commission or expense reimbursement, whether or not contingent upon
the consummation of the Closing, in connection with the entering into of this
Agreement and the transactions contemplated by this Agreement.

12.     This Agreement constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
and undertakings (including the Letter Agreement), both written and oral, among
the parties hereto with respect to the subject matter hereof.

13.     The parties hereto agree that irreparable damage would occur in the
event the Exchange was not performed in accordance with, and subject to, the
terms

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##### 



hereof, and that the parties shall be entitled to specific performance in
respect thereof, in addition to any other remedy at law or equity.

14.     This Agreement may not be amended, modified or assigned, except by an
instrument in writing signed by each of the parties hereto.

15.     Each of the parties hereto shall promptly do or cause to be done at
the reasonable request of any other party hereto any and all acts and things (or
refrain from doing any acts and things) necessary or appropriate to more fully
effect the intents and purposes of this Agreement.

16.     Each of the parties hereto are responsible for all costs and expenses
arising out of the negotiation and/or entering into of this Agreement and
consummation of the transactions contemplated by this Agreement, whether or not
the Closing is consummated.

17.     Without the consent of NTL and of France Telecom in each case, none of
the parties shall issue, and shall instruct their respective officers,
directors, affiliates, employees, investment bankers, attorneys or other
advisers or representatives not to issue, any press release or make any
announcement or statement to a third party with regard to this Agreement or the
Exchange or any of the transactions contemplated hereby, except to the extent
disclosure may be required by applicable law (subject to giving NTL and France
Telecom reasonable advance notice of the intention to make such disclosure).

18.     France Telecom and COGECOM may, without the consent of any of the
other parties hereto, assign, transfer or otherwise convey to any affiliate of
France Telecom, whether directly or indirectly owned by France Telecom, the
shares of NTL Preferred Stock, Dividend Shares and shares of Eurotel Stock and
shares of NTL Common Stock (subject to the restrictions applicable thereto as
are set forth in Section 5.09 of the Investment Agreement, dated July 26, 1999,
between NTL (Delaware), Inc. and France Telecom S.A., as amended).

19.     France Telecom and NTL agree that the shares of Common Stock issuable
upon conversion of the NTL Preferred Stock shall be Registrable Securities for
purposes of the Registration Rights Agreement, dated May 30, 2000, by and
between NTL and France Telecom and that the provisions of this Section 19 shall
constitute an amendment to such Registration Rights Agreement.

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##### 



20.     The respective agreements, representations, warranties and other
statements of NTL and the NTL Preferred Stockholders as set forth in this
Agreement shall remain in full force and effect, regardless of any investigation
(or any statement as to the result thereof) made by or on behalf of the NTL
Preferred Stockholders or any controlling person of any NTL Preferred
Stockholder or NTL or any officer or director or controlling person
of NTL and
shall survive the Exchange.

(The balance of this page is
intentionally left blank.)

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IN WITNESS WHEREOF, each of the undersigned parties has caused this
Agreement to be duly executed and delivered on behalf of such party with effect
from the date first set forth above.

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

Name: Richard J. Lubasch
Title: Executive Vice President, General
          Counsel and Secretary
|
|
|
|
| |  |                                            |  |                                                                                                                          
|
|
|
|
| |  | COMPAGNIE GENERALE DES COMMUNICATIONS S.A.
|
|
|
|
| |  |                                            |  |                                                                                                                          
|
|
|
|
| |  | By:                                        |  | /s/ Pierre Hilaire

Name: Pierre Hilaire
Title: President
Number of Shares of Eurotel Preferred
      Stock: 750,000     
|
|
|
|
| |  |                                            |  |                                                                                                                          
|
|
|
|
| |  | FRANCE TELECOM S.A.                       
|
|
|
|
| |  |                                            |  |                                                                                                                          
|
|
|
|
| |  | By:                                        |  | /s/ Olivier Froissart
Name: Oliver Froissart
Title: Director- M&A Department                                             
|
|
|
|
| |  |                                            |  |                                                                                                                          
|
|
|
|
| |  | BNP PARIBAS                               
|
|
|
|
| |  |                                            |  |                                                                                                                          
|
|
|
|
| |  | By:                                        |  | /s/ Philippe Roca

Name: Philippe Roca
Title:
Number of Shares of Eurotel Preferred
      Stock: 275,000                 
|
|
|
|
| |  |                                            |  |                                                                                                                          
|
|
|
|
| |  | CREDIT AGRICOLE INDO SUEZ                 
|
|
|
|
| |  |                                            |  |                                                                                                                          
|
|
|
|
| |  | By:                                        |  | /s/ Oliver Meary

Name: Oliver Meary
Title: Vice President
Number of Shares of Eurotel Preferred
      Stock: 275,000    

15



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##### 



| |  |                              |  |                                                                                                                             
| |  | ---------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  | DEUTSCHE BANK AG            
|
|
|
|
| |  |                              |  |                                                                                                                             
|
|
|
|
| |  | By:                          |  | /s/ B. Deschamps

Name: B. Deschamps
Title: Director
Number of Shares of Eurotel Preferred
        Stock: 275,000           
|
|
|
|
| |  |                              |  |                                                                                                                             
|
|
|
|
| |  | WEST LANDESBANK GIROZENTRALE
|
|
|
|
| |  |                              |  |                                                                                                                             
|
|
|
|
| |  | By:                          |  | /s/ N. Veldung

Name: Nadine Veldung
Title: Executive Director
Number of Shares of Eurotel Preferred
         Stock: 275,000



16